LaPorte Bancorp, Inc. - FORM 10-Q

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EX-32.1 - EXHIBIT 32.1 - LaPorte Bancorp, Inc.	a9302014exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - LaPorte Bancorp, Inc.	a9302014exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - LaPorte Bancorp, Inc.	a9302014exhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2014



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

For the transition period from to

LAPORTE BANCORP, INC.

(Exact name of Registrant as Specified in Its Charter)



Maryland	001-35684	35-2456698
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	Identification Number)

710 Indiana Avenue

La Porte, IN 46350

(219) 362-7511

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Officers)

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Number of shares of common stock outstanding at November 12, 2014: 5,726,844

Table of Contents

TABLE OF CONTENTS



	Page Number
PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements – LaPorte Bancorp, Inc.
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Income (Unaudited)	4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6
Consolidated Statements of Cash Flows (Unaudited)	7
Condensed Notes to Consolidated Financial Statements (Unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3. Quantitative and Qualitative Disclosures About Market Risk	51

Item 4. Controls and Procedures	53

PART II – OTHER INFORMATION
Item 1. Legal Proceedings	53

Item 1A. Risk Factors	53

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3. Defaults Upon Senior Securities	54

Item 4. Mine Safety Disclosures	54

Item 5. Other Information	54

Item 6. Exhibits	54

Signatures	55

Table of Contents

LAPORTE BANCORP, INC.

CONSOLIDATED BALANCE SHEETS



	September 30, 2014			December 31, 2013
	(Dollars in thousands, except share data)
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	6,811		$	18,219
Interest-earning time deposits in other financial institutions	6,385			6,642
Securities available-for-sale	157,831			164,272
Federal Home Loan Bank stock, at cost (restricted)	4,275			4,375
Loans held for sale, at fair value	2,509			1,118
Loans, net of allowance for loan losses of $3,746 at September 30, 2014 and $3,905 at December 31, 2013	295,694			293,285
Mortgage servicing rights	363			368
Other real estate owned	318			1,188
Premises and equipment, net	9,153			9,464
Goodwill	8,431			8,431
Other intangible assets	220			274
Bank owned life insurance	14,499			13,677
Accrued interest receivable and other assets	4,108			5,568
Total assets	$	510,597		$	526,881

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	53,941		$	51,017
Interest bearing	289,113			295,684
Total deposits	343,054			346,701
Federal Home Loan Bank advances	75,000			86,777
Subordinated debentures	5,155			5,155
Short-term borrowings	—			2,415
Accrued interest payable and other liabilities	5,230			5,584
Total liabilities	428,439			446,632
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value; 50,000,000 shares authorized; none issued	—			—
Common stock, $0.01 par value; 100,000,000 shares authorized at September 30, 2014 and December 31, 2013; 5,618,881 and 5,924,209 shares issued and outstanding at September 30, 2014 and December 31, 2013	56			59
Additional paid-in capital	41,332			44,495
Retained earnings	43,482			40,771
Accumulated other comprehensive income (loss), net of tax expense of $201 at September 30, 2014 and a tax benefit of $947 at December 31, 2013	391			(1,838		)
Unearned Employee Stock Ownership Plan (ESOP) shares	(3,103		)	(3,238		)
Total shareholders’ equity	82,158			80,249
Total liabilities and shareholders’ equity	$	510,597		$	526,881

See accompanying condensed notes to consolidated financial statements (unaudited).

Table of Contents

LAPORTE BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Dollars in thousands, except per share data)
Interest and dividend income:
Loans, including fees	$	3,721		$	3,374		$	10,492		$	10,492
Taxable securities	452			489			1,500			1,419
Tax exempt securities	411			364			1,239			1,059
Federal Home Loan Bank stock	39			33			132			100
Other interest income	21			22			63			69
Total interest and dividend income	4,644			4,282			13,426			13,139
Interest expense:
Deposits	433			532			1,371			1,658
Federal Home Loan Bank advances	307			251			862			709
Subordinated debentures	42			71			152			210
Short-term borrowings	1			1			3			2
Total interest expense	783			855			2,388			2,579
Net interest income	3,861			3,427			11,038			10,560
Provision for loan losses	—			100			—			206
Net interest income after provision for loan losses	3,861			3,327			11,038			10,354
Noninterest income:
Service charges on deposit accounts	102			116			313			324
ATM and debit card fees	111			114			325			325
Earnings on bank owned life insurance, net	109			111			322			307
Net gains on mortgage banking activities	204			111			558			654
Loan servicing fees, net	37			28			93			72
Net gains on the sale of securities	8			55			108			545
Losses on other assets	(17		)	(16		)	(101		)	(130		)
Other income	133			116			327			345
Total noninterest income	687			635			1,945			2,442
Noninterest expense:
Salaries and employee benefits	1,814			1,688			5,297			5,007
Occupancy and equipment	407			437			1,312			1,326
Data processing	125			147			408			463
Advertising	65			64			234			209
Bank examination fees	41			108			201			309
Amortization of intangible assets	18			21			54			68
FDIC insurance	76			74			236			228
Collection and other real estate owned	52			40			179			156
Other expenses	324			316			1,087			1,037
Total noninterest expense	2,922			2,895			9,008			8,803
Income before income taxes	1,626			1,067			3,975			3,993
Income tax expense	285			199			570			888
Net income	$	1,341		$	868		$	3,405		$	3,105

Earnings per share (Note 3):
Basic	$	0.25		$	0.15		$	0.63		$	0.54
Diluted	0.25			0.15			0.62			0.53

See accompanying condensed notes to consolidated financial statements (unaudited).

Table of Contents

LAPORTE BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Dollars in thousands)
Net income	$	1,341		$	868		$	3,405		$	3,105
Other comprehensive income (loss):
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	(124		)	(456		)	3,016			(5,252		)
Reclassification adjustment for net gains included in net income	(8		)	(55		)	(108		)	(545		)
Gross unrealized gains (losses)	(132		)	(511		)	2,908			(5,797		)
Related income tax (expense) benefit	46			173			(988		)	1,971
Net unrealized gains (losses)	(86		)	(338		)	1,920			(3,826		)
Unrealized gains on cash flow hedges:
Gross unrealized gains	135			134			469			615
Related income tax expense	(47		)	(46		)	(160		)	(210		)
Net unrealized gains	88			88			309			405
Total other comprehensive income (loss)	2			(250		)	2,229			(3,421		)
Comprehensive income (loss)	$	1,343		$	618		$	5,634		$	(316	)

See accompanying condensed notes to consolidated financial statements (unaudited).

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LAPORTE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)



	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Unearned ESOP Shares			Total
	(Dollars in thousands, except per share data)
Balance at January 1, 2013	$	62		$	47,302		$	37,745		$	2,364		$	(3,418	)	$	84,055
Net income	—			—			3,105			—			—			3,105
Other comprehensive loss	—			—			—			(3,421		)	—			(3,421		)
Cash dividends on common stock, $0.12 per share	—			—			(745		)	—			—			(745		)
ESOP shares earned, 16,864 shares	—			34			—			—			135			169
Exercise of stock options, 8,944 shares	—			57			—			—			—			57
Stock based compensation expense	—			181			—			—			—			181
Balance at September 30, 2013	$	62		$	47,574		$	40,105		$	(1,057	)	$	(3,283	)	$	83,401

Balance at January 1, 2014	$	59		$	44,495		$	40,771		$	(1,838	)	$	(3,238	)	$	80,249
Net income	—			—			3,405			—			—			3,405
Other comprehensive income	—			—			—			2,229			—			2,229
Cash dividends on common stock, $0.12 per share	—			—			(694		)	—			—			(694		)
Repurchase of common stock	(3		)	(3,427		)	—			—			—			(3,430		)
ESOP shares earned, 16,864 shares	—			50			—			—			135			185
Exercise of stock options, 4,472 shares	—			28			—			—			—			28
Stock based compensation expense	—			186			—			—			—			186
Balance at September 30, 2014	$	56		$	41,332		$	43,482		$	391		$	(3,103	)	$	82,158

See accompanying condensed notes to consolidated financial statements (unaudited).

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LAPORTE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Nine Months Ended September 30,
	2014			2013
	(Dollars in thousands)
Cash flows from operating activities:
Net income	$	3,405		$	3,105
Adjustments to reconcile net income to net cash from operating activities:
Depreciation	411			426
Provision for loan losses	—			206
Net gains on securities available-for-sale	(108		)	(545		)
Net amortization on securities available-for-sale	739			861
Net gains on sales of loans	(535		)	(568		)
Originations of loans held for sale	(15,695		)	(23,957		)
Proceeds from sales of loans held for sale	14,839			25,272
Recognition of mortgage servicing rights	(23		)	(86		)
Amortization of mortgage servicing rights	47			104
Net change in loan servicing rights valuation allowance	(19		)	(47		)
Net losses on sales of other real estate owned	9			10
Write downs of other real estate owned and assets held for sale	138			119
Earnings on bank owned life insurance, net	(322		)	(307		)
Amortization of intangible assets	54			68
ESOP compensation expense	185			169
Stock based compensation expense	186			181
Change in assets and liabilities:
Accrued interest receivable and other assets	312			33
Accrued interest payable and other liabilities	115			295
Net cash provided by operating activities	3,738			5,339
Cash flows from investing activities:
Net changes in interest-earning time deposits at other financial institutions	257			(490		)
Proceeds from sales of securities available-for-sale	17,805			17,824
Proceeds from maturities, calls, and principal repayments of securities available-for-sale	15,022			12,902
Purchases of securities available-for-sale	(24,109		)	(78,927		)
Net change in loans	(2,473		)	37,732
Proceeds from sales of other real estate owned	817			1,301
Proceeds from redemption of FHLB stock	100			—
Purchase of bank owned life insurance	(500		)	(2,000		)
Premises and equipment expenditures, net	(130		)	(364		)
Net cash provided by (utilized for) investing activities	6,789			(12,022		)
Cash flows from financing activities:
Net change in deposits	(3,647		)	(13,523		)
Proceeds from FHLB long-term advances	15,000			15,000
Repayment of FHLB long-term advances	—			(5,021		)
Net change in FHLB short-term advances	(26,777		)	11,002
Net change in short-term borrowings	(2,415		)	400
Stock options exercised	28			57
Dividends paid on common stock	(694		)	(745		)
Repurchase of common stock	(3,430		)	—
Net cash provided by (utilized for) financing activities	(21,935		)	7,170
Net (decrease) increase in cash and cash equivalents	(11,408		)	487
Cash and cash equivalents at beginning of period	18,219			6,857
Cash and cash equivalents at end of period	$	6,811		$	7,344

(continued)

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LAPORTE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)



	Nine Months Ended September 30,
	2014		2013
	(Dollars in thousands)
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	2,389	$	2,583
Income taxes	350		910
Supplemental noncash disclosures:
Transfers from loans receivable to other real estate owned	$	64	$	2,145

See accompanying condensed notes to consolidated financial statements (unaudited).

Table Of Contents

LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND CONSOLIDATION

The unaudited consolidated financial statements included herein include the accounts of LaPorte Bancorp, Inc., a Maryland corporation (the “Bancorp”), its wholly owned subsidiaries, LSB Risk Management LLC, The LaPorte Savings Bank (the “Bank”), the Bank’s wholly-owned subsidiary, LSB Investments, Inc., (“LSB Inc.”) and LSB Inc.’s wholly-owned subsidiary, LSB Real Estate, Inc., (“LSB REIT”), together referred to as the “Company.” The Bancorp was formed in June 2012. LSB Risk Management LLC was formed on December 27, 2013 as a captive insurance company. LSB Inc. was formed on October 1, 2011 to manage a portion of the Bank’s investment portfolio. LSB REIT was formed on January 1, 2013 to invest in assets secured by residential or commercial real estate properties originated by the Bank. Intercompany transactions and balances are eliminated in consolidation.

The unaudited consolidated financial statements included herein have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial statements and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited consolidated financial statements contain all material adjustments (consisting of normal recurring accruals) and disclosures which are necessary to make the financial statements not misleading and for a fair presentation of the financial position and results of operations for the interim periods presented herein.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, the interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements included in the Form 10-K Annual Report of the Company for the fiscal year ended December 31, 2013. The results for the three and nine month periods ended September 30, 2014 may not indicate the results to be expected for any other interim period or for the full year ending December 31, 2014.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04 “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure.” This ASU clarifies when an in-substance repossession or foreclosure occurs and states that a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed-in-lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The new requirements are effective for public companies for interim and annual periods beginning after December 15, 2014. Adopting this standard is not expected to have a significant impact on the Company’s financial condition or results of operation.

In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606).” This ASU clarifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. Adopting this standard is not expected to have a significant impact on the Company’s financial condition or results of operation.

Table Of Contents

LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In June 2014, the FASB issued ASU No. 2014-11 “Transfers and Servicing (Topic 860) - Repurchase to Maturity Transactions, Repurchase Financings, and Disclosures.” This ASU aligns the accounting for repurchase to maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. ASU 2014-11 is effective for the first interim or annual period beginning after December 15, 2014. In addition the disclosure of certain transactions accounted for as a sale is effective for the first interim or annual period beginning on or after December 15, 2014, and the disclosure for transactions accounted for as secured borrowings is required for annual periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. Adopting this standard is not expected to have a significant impact on the Company’s financial condition or results of operation.

In June 2014, the FASB issued ASU No. 2014-12 “Compensation - Stock Compensation (Topic 718) - Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter. Adopting this standard is not expected to have a significant impact on the Company’s financial condition or results of operation.

In August 2014, the FASB issued ASU No. 2014-14 “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure.” This ASU requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if certain conditions are met. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. ASU 2014-14 is effective for interim and annual periods beginning after December 15, 2014. The amendments can be applied using either a prospective transition method or a modified retrospective transition method. Adopting this standard is not expected to have a significant impact on the Company’s financial condition or results of operations.

NOTE 3 – EARNINGS PER SHARE

Basic earnings per common share is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Employee Stock Ownership Plan (“ESOP”) shares are considered outstanding for this calculation unless unearned. Diluted earnings per common share is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the period, adjusted for the dilutive effect of common share equivalents.

Table Of Contents

LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The factors used in the earnings per common share computation follow:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Dollars in thousands, except per share data)
Basic:
Net income	$	1,341		$	868		$	3,405		$	3,105

Weighted average common shares outstanding	5,691,156			6,208,293			5,788,327			6,206,275
Less: Average unallocated ESOP shares	(390,692		)	(413,179		)	(396,313		)	(418,800		)
Average shares	5,300,464			5,795,114			5,392,014			5,787,475

Basic earnings per common share	$	0.25		$	0.15		$	0.63		$	0.54

Diluted:
Net income	$	1,341		$	868		$	3,405		$	3,105

Weighted average common shares outstanding for basic earnings per common share	5,300,464			5,795,114			5,392,014			5,787,475
Add: Diluted effects of assumed exercises of stock options	86,333			71,626			83,891			61,858
Average shares and dilutive potential common shares	5,386,797			5,866,740			5,475,905			5,849,333

Diluted earnings per common share	$	0.25		$	0.15		$	0.62		$	0.53

NOTE 4 – SECURITIES AVAILABLE-FOR-SALE

The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:



	September 30, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
U.S. federal agency obligations	$	6,950	$	16	$	(101	)	$	6,865
State and municipal	54,351		2,679		(113		)	56,917
Mortgage-backed securities – residential	28,115		166		(156		)	28,125
Government agency sponsored collateralized mortgage obligations	65,611		272		(1,419		)	64,464
Corporate debt securities	1,500		—		(40		)	1,460
Total	$	156,527	$	3,133	$	(1,829	)	$	157,831

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
U.S. federal agency obligations	$	6,249	$	43	$	(142	)	$	6,150
State and municipal	54,892		1,505		(674		)	55,723
Mortgage-backed securities – residential	28,197		107		(366		)	27,938
Government agency sponsored collateralized mortgage obligations	74,417		274		(2,380		)	72,311
Corporate debt securities	2,121		29		—			2,150
Total	$	165,876	$	1,958	$	(3,562	)	$	164,272

At September 30, 2014 and December 31, 2013, all of our mortgage-backed securities were issued by U.S. government-sponsored enterprises and all of our collateralized mortgage obligations were issued by either U.S. government-sponsored enterprises or the U.S. Small Business Administration.

Securities with unrealized losses at September 30, 2014 and December 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:



	September 30, 2014
	Continuing Unrealized Loss For Less Than 12 Months					Continuing Unrealized Loss For 12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(Dollars in thousands)
U.S. federal agency obligations	$	1,791	$	(9	)	$	2,908	$	(92	)	$	4,699	$	(101	)
State and municipal	2,194		(4		)	7,054		(109		)	9,248		(113		)
Mortgage-backed securities – residential	9,063		(41		)	6,629		(115		)	15,692		(156		)
Government agency sponsored collateralized mortgage obligations	12,853		(196		)	30,938		(1,223		)	43,791		(1,419		)
Corporate debt securities	960		(40		)	—		—			960		(40		)
Total temporarily impaired	$	26,861	$	(290	)	$	47,529	$	(1,539	)	$	74,390	$	(1,829	)



	December 31, 2013
	Continuing Unrealized Loss For Less Than 12 Months					Continuing Unrealized Loss For 12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(Dollars in thousands)
U.S. federal agency obligations	$	2,858	$	(142	)	$	—	$	—		$	2,858	$	(142	)
State and municipal	17,352		(558		)	1,524		(116		)	18,876		(674		)
Mortgage-backed securities – residential	22,432		(366		)	—		—			22,432		(366		)
Government agency sponsored collateralized mortgage obligations	46,555		(2,023		)	6,708		(357		)	53,263		(2,380		)
Total temporarily impaired	$	89,197	$	(3,089	)	$	8,232	$	(473	)	$	97,429	$	(3,562	)

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At September 30, 2014, the Company held 89 investments in debt securities totaling $74.4 million, or 47.1% of its total debt securities, in an unrealized loss position, of which 28 were in an unrealized loss position for less than twelve months and 61 were in an unrealized loss position for more than twelve months. At December 31, 2013, the Company held 122 investments in debt securities totaling $97.4 million, or 59.3% of its total debt securities, in an unrealized loss position, of which 110 were in an unrealized loss position for less than twelve months and 12 were in an unrealized loss position for more than twelve months.

Management periodically evaluates each investment security for potential other-than-temporary impairment, relying primarily on industry analyst reports and observation of market conditions and interest rate fluctuations. The unrealized losses on the Company’s investments in U.S. federal agency obligations, mortgage-backed securities, and agency collateralized mortgage obligations were a result of changes in interest rates and not a result of a decline in credit quality. Management believes it will be able to collect all amounts due according to the contractual terms of the underlying investment securities and that the noted declines in fair value are considered temporary. The unrealized losses on the Company’s investment in state and municipal securities were also caused by changes in interest rates. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. The Company does not intend to sell the securities and is not more likely than not to be required to sell them before their anticipated recovery.

Sales of securities available-for-sale for the three and nine months ended September 30, 2014 and 2013 were as follows:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
	(Dollars in thousands)
Proceeds	$	6,694		$	1,055	$	17,805		$	17,824
Gross gains	29			55		167			545
Gross losses	(21		)	—		(59		)	—

The amortized cost and fair value of debt securities at September 30, 2014 by contractual maturity were as follows. Securities not due at a single maturity date, primarily mortgage-backed securities and collateralized mortgage obligations (“CMO”), are shown separately.



	September 30, 2014
	Amortized Cost		Fair Value
	(Dollars in thousands)
Due in one year or less	$	1,002	$	1,003
Due from more than one to five years	15,124		15,358
Due from more than five to ten years	33,797		34,909
Due after ten years	12,878		13,972
Subtotal	62,801		65,242
Mortgage-backed securities and government agency sponsored collateralized mortgage obligations	93,726		92,589
Total	$	156,527	$	157,831

Securities pledged at September 30, 2014 and December 31, 2013 had a carrying amount of approximately $46.1 million and $57.7 million, respectively, and were pledged to secure Federal Home Loan Bank (“FHLB”) advances, short-term borrowings through the Federal Reserve Discount Window, and cash flow hedges.

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – LOANS

Loans at September 30, 2014 and December 31, 2013 were as follows:



	September 30, 2014			December 31, 2013
	(Dollars in thousands)
Commercial	$	121,422		$	128,922
Mortgage	37,960			35,438
Mortgage warehouse	121,827			115,443
Residential construction	1,128			792
Home equity	12,327			11,397
Consumer and other	4,493			4,920
Subtotal	299,157			296,912
Less: Net deferred loan costs	283			278
Allowance for loan losses	(3,746		)	(3,905		)
Loans, net	$	295,694		$	293,285

As of September 30, 2014 and 2013, the Bank’s mortgage warehouse division had repurchase agreements with 27 and 16 mortgage companies, respectively. The following table identifies the activity and related interest and fee income attributable to the mortgage warehouse division for the periods presented:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(Dollars in thousands)
Mortgage Warehouse:
Originations	$	612,514	$	529,659	$	1,543,207	$	1,737,881
Sold Loans	622,590		528,328		1,536,438		1,766,341
Interest income	1,307		1,063		3,342		3,350
Warehouse fees	201		153		488		522
Wire transfer fees	64		55		156		187

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – ALLOWANCE FOR LOAN LOSSES

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2014 and 2013:



	Three Months Ended September 30, 2014
	Commercial			Mortgage			Mortgage Warehouse			Residential Construction			Home Equity			Consumer and Other			Unallocated		Total
	(Dollars in thousands)
Allowance for loan losses:
Beginning balance	$	2,502		$	507		$	581		$	2		$	107		$	62		$	—	$	3,761
Charge-offs	—			—			—			—			(12		)	(7		)	—		(19		)
Recoveries	—			—			—			—			—			4			—		4
Provision	(96		)	105			13			—			(17		)	(5		)	—		—
Ending balance	$	2,406		$	612		$	594		$	2		$	78		$	54		$	—	$	3,746

	Three Months Ended September 30, 2013
	Commercial			Mortgage			Mortgage Warehouse			Residential Construction			Home Equity			Consumer and Other			Unallocated		Total
	(Dollars in thousands)
Allowance for loan losses:
Beginning balance	$	3,161		$	400		$	470		$	2		$	119		$	85		$	—	$	4,237
Charge-offs	—			(106		)	—			—			—			(9		)	—		(115		)
Recoveries	—			—			—			—			—			5			—		5
Provision	34			96			(29		)	(1		)	(5		)	5			—		100
Ending balance	$	3,195		$	390		$	441		$	1		$	114		$	86		$	—	$	4,227

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2014 and 2013.



	Nine Months Ended September 30, 2014
	Commercial			Mortgage			Mortgage Warehouse			Residential Construction			Home Equity			Consumer and Other			Unallocated			Total
	(Dollars in thousands)
Allowance for loan losses:
Beginning balance	$	2,725		$	458		$	508		$	—		$	111		$	83		$	20		$	3,905
Charge-offs	—			(144		)	—			—			(12		)	(21		)	—			(177		)
Recoveries	—			—			—			—			5			13			—			18
Provision	(319		)	298			86			2			(26		)	(21		)	(20		)	—
Ending balance	$	2,406		$	612		$	594		$	2		$	78		$	54		$	—		$	3,746

	Nine Months Ended September 30, 2013
	Commercial			Mortgage			Mortgage Warehouse			Residential Construction			Home Equity			Consumer and Other			Unallocated			Total
	(Dollars in thousands)
Allowance for loan losses:
Beginning balance	$	3,131		$	401		$	601		$	2		$	130		$	43		$	—		$	4,308
Charge-offs	(103		)	(174		)	—			—			(22		)	(19		)	—			(318		)
Recoveries	—			19			—			—			—			12			—			31
Provision	167			144			(160		)	(1		)	6			50			—			206
Ending balance	$	3,195		$	390		$	441		$	1		$	114		$	86		$	—		$	4,227

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of September 30, 2014:



	September 30, 2014
	Commercial		Mortgage		Mortgage Warehouse		Residential Construction		Home Equity		Consumer and Other		Unallocated		Total
	(Dollars in thousands)
Allowance for loan losses:
Ending balance attributable to loans:
Individually evaluated for impairment	$	800	$	79	$	—	$	—	$	2	$	—	$	—	$	881
Collectively evaluated for impairment	1,606		533		594		2		76		54		—		2,865
Acquired with deteriorated credit quality	—		—		—		—		—		—		—		—
Total ending allowance	$	2,406	$	612	$	594	$	2	$	78	$	54	$	—	$	3,746

Loans:
Individually evaluated for impairment	$	9,243	$	2,218	$	—	$	—	$	9	$	—	$	—	$	11,470
Collectively evaluated for impairment	111,550		35,627		121,827		1,128		12,318		4,493		—		286,943
Acquired with deteriorated credit quality	629		115		—		—		—		—		—		744
Total ending loan balance	$	121,422	$	37,960	$	121,827	$	1,128	$	12,327	$	4,493	$	—	$	299,157

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2013:



	December 31, 2013
	Commercial		Mortgage		Mortgage Warehouse		Residential Construction		Home Equity		Consumer and Other		Unallocated		Total
	(Dollars in thousands)
Allowance for loan losses:
Ending balance attributable to loans:
Individually evaluated for impairment	$	792	$	135	$	—	$	—	$	32	$	—	$	—	$	959
Collectively evaluated for impairment	1,933		323		508		—		79		83		20		2,946
Acquired with deteriorated credit quality	—		—		—		—		—		—		—		—
Total ending allowance	$	2,725	$	458	$	508	$	—	$	111	$	83	$	20	$	3,905

Loans:
Individually evaluated for impairment	$	9,930	$	1,472	$	—	$	—	$	43	$	—	$	—	$	11,445
Collectively evaluated for impairment	118,324		33,842		115,443		792		11,354		4,920		—		284,675
Acquired with deteriorated credit quality	668		124		—		—		—		—		—		792
Total ending loan balance	$	128,922	$	35,438	$	115,443	$	792	$	11,397	$	4,920	$	—	$	296,912

The following table presents information related to impaired loans by class of loans as of September 30, 2014:



	September 30, 2014
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
	(Dollars in thousands)
With no related allowance recorded:
Commercial:
Real estate	$	2,993	$	2,993	$	—
Five or more family	3,715		3,715		—
Land	208		194		—
Mortgage	1,539		1,453		—
Home equity	2		1		—
Subtotal	8,457		8,356		—
With an allowance recorded:
Commercial:
Real estate	864		823		328
Land	2,725		1,518		472
Mortgage	854		765		79
Home equity	8		8		2
Subtotal	4,451		3,114		881
Total	$	12,908	$	11,470	$	881

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents information related to impaired loans by class of loans as of December 31, 2013:



	December 31, 2013
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
	(Dollars in thousands)
With no related allowance recorded:
Commercial:
Real estate	$	2,832	$	2,832	$	—
Five or more family	3,508		3,508		—
Land	201		200		—
Mortgage	769		770		—
Home equity	11		11		—
Subtotal	7,321		7,321		—
With an allowance recorded:
Commercial:
Real estate	843		843		275
Land	2,547		2,547		517
Mortgage	702		702		135
Home equity	32		32		32
Subtotal	4,124		4,124		959
Total	$	11,445	$	11,445	$	959

The following table presents loans individually evaluated for impairment by class of loans for the three months ended September 30, 2014 and 2013:



	Three Months Ended September 30,
	2014				2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial:
Real estate	$	3,015	$	47	$	137	$	2
Five or more family	3,722		62		—		—
Land	196		—		135		—
Mortgage	1,431		1		694		—
Residential construction - land	8		—		—		—
Home equity	2		—		37		—
Subtotal	8,374		110		1,003		2
With an allowance recorded:
Commercial:
Real estate	827		—		1,382		—
Land	1,549		—		2,688		—
Mortgage	722		5		1,077		—
Home equity	23		—		—		—
Subtotal	3,121		5		5,147		—
Total	$	11,495	$	115	$	6,150	$	2

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents loans individually evaluated for impairment by class of loans for the nine months ended September 30, 2014 and 2013:



	Nine Months Ended September 30,
	2014				2013
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
With no related allowance recorded:
Commercial:
Real estate	$	2,873	$	127	$	908	$	6
Five or more family	3,657		172		—		—
Land	199		—		184		—
Mortgage	1,448		9		1,049		—
Residential construction - land	17		—		—		—
Home equity	8		—		32		—
Subtotal	8,202		308		2,173		6
With an allowance recorded:
Commercial:
Real estate	818		—		1,200		—
Land	2,221		—		2,723		—
Mortgage	388		5		900		—
Home equity	26		—		9		—
Subtotal	3,453		5		4,832		—
Total	$	11,655	$	313	$	7,005	$	6

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still on accrual by class of loans as of September 30, 2014 and December 31, 2013:



	Nonaccrual				Loans Past Due Over 90 Days Still Accruing
	September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	27	$	27	$	—	$	—
Real estate	909		897		—		—
Land	1,712		2,748		—		—
Mortgage	1,943		1,190		—		—
Home equity	9		43		—		—
Consumer and other	1		3		—		—
Total	$	4,601	$	4,908	$	—	$	—

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the aging of the recorded investment in past due loans as of September 30, 2014 by class of loans:



	September 30, 2014
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	—	$	—	$	27	$	27	$	18,094	$	18,121
Real estate	91		100		850		1,041		76,752		77,793
Five or more family	—		—		—		—		16,634		16,634
Construction	—		—		—		—		2,055		2,055
Land	—		—		1,326		1,326		5,493		6,819
Mortgage	—		523		797		1,320		36,640		37,960
Mortgage warehouse	—		—		—		—		121,827		121,827
Residential construction:
Construction	—		—		—		—		933		933
Land	—		—		—		—		195		195
Home equity	—		—		9		9		12,318		12,327
Consumer and other	4		—		1		5		4,488		4,493
Total	$	95	$	623	$	3,010	$	3,728	$	295,429	$	299,157

The following table presents the aging of the recorded investment in past due loans as of December 31, 2013 by class of loans:



	December 31, 2013
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	2	$	—	$	—	$	2	$	17,638	$	17,640
Real estate	2,377		—		874		3,251		80,531		83,782
Five or more family	76		—		—		76		15,326		15,402
Construction	—		—		—		—		3,949		3,949
Land	—		—		2,317		2,317		5,832		8,149
Mortgage	640		7		1,161		1,808		33,630		35,438
Mortgage warehouse	—		—		—		—		115,443		115,443
Residential construction:
Construction	—		—		—		—		503		503
Land	—		—		—		—		289		289
Home equity	4		—		12		16		11,381		11,397
Consumer and other	176		—		3		179		4,741		4,920
Total	$	3,275	$	7	$	4,367	$	7,649	$	289,263	$	296,912

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Troubled Debt Restructurings

A loan modification is considered a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the Company grants a concession it would not otherwise consider but for the borrower’s financial difficulties. The following table presents the Company’s TDRs as of the dates indicated:



	September 30, 2014		December 31, 2013
	(Dollars in thousands)
TDRs:
Performing in accordance with modified repayment terms	$	5,927	$	1,917
Nonperforming	770		227
	$	6,697	$	2,144

Specific reserve	$	11	$	61

TDRs previously disclosed resulted in no charge-offs during the three and nine months ended September 30, 2014 and 2013. The Company has not committed to lend additional amounts as of September 30, 2014 and December 31, 2013 to customers with outstanding TDR loans.

The following tables present loans by class modified as TDRs that occurred during the three and nine months ended September 30, 2014 and 2013.



	Three Months Ended September 30,
	2014					2013
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Commercial:
Real Estate	1	$	226	$	226	1	$	974	$	974
Mortgage	4	514		673		2	43		89
Total	5	$	740	$	899	3	$	1,017	$	1,063



	Nine Months Ended September 30,
	2014					2013
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Commercial:
Real Estate	3	$	3,025	$	3,025	1	$	974	$	974
Five or more family	1	3,507		3,750		—	—		—
Mortgage	4	514		673		2	43		89
Total	8	$	7,046	$	7,448	3	$	1,017	$	1,063

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

There were no TDRs that defaulted within twelve months following the modification during the three and nine months ended September 30, 2014 and 2013.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed by the Company’s management loan committee.

Credit Quality Indicators

The Company categorized loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. The analysis includes loans with risk ratings of Special Mention, Substandard, and Doubtful. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

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

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

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

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans. The Bank monitors credit quality on loans not rated through the loan’s individual payment performance. As of September 30, 2014, the most recent analysis performed, the risk category of loans by class was as follows:



	September 30, 2014
	Not Rated		Pass		Special Mention		Substandard		Doubtful
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	181	$	17,694	$	234	$	12	$	—
Real estate	67		67,405		5,045		5,253		23
Five or more family	179		12,740		—		3,715		—
Construction	—		2,055		—		—		—
Land	42		4,962		103		1,712		—
Mortgage	32,546		2,531		496		2,387		—
Mortgage warehouse	121,827		—		—		—		—
Residential construction:
Construction	933		—		—		—		—
Land	195		—		—		—		—
Home equity	12,131		110		75		11		—
Consumer and other	3,857		636		—		—		—
Total	$	171,958	$	108,133	$	5,953	$	13,090	$	23

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of December 31, 2013, the risk category of loans by class of loans was as follows:



	December 31, 2013
	Not Rated		Pass		Special Mention		Substandard		Doubtful
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	83	$	17,159	$	380	$	18	$	—
Real estate	—		71,943		6,705		5,111		23
Five or more family	188		11,706		—		3,508		—
Construction	—		3,949		—		—		—
Land	—		5,296		106		2,747		—
Mortgage	29,977		3,323		471		1,667		—
Mortgage warehouse	115,443		—		—		—		—
Residential construction:
Construction	503		—		—		—		—
Land	289		—		—		—		—
Home equity	11,116		133		101		47		—
Consumer and other	3,985		703		232		—		—
Total	$	161,584	$	114,212	$	7,995	$	13,098	$	23

Purchased Loans

The Company purchased loans during 2007, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding balance and carrying amount of those loans was as follows:



	September 30, 2014		December 31, 2013
	(Dollars in thousands)
Commercial:
Commercial and industrial	$	27	$	27
Real estate	631		670
Mortgage	115		123
Outstanding balance	$	773	$	820
Carrying amount, net of allowance of $0	$	744	$	792

Accretable yield, or income expected to be collected, was as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Dollars in thousands)
Beginning balance	$	45		$	100		$	73		$	128
Reclassification from non-accretable yield	—			1			—			2
Accretion of income	(13		)	(14		)	(41		)	(43		)
Ending balance	$	32		$	87		$	32		$	87

For the purchased loans disclosed above, the Company did not increase the allowance for loan losses during 2014 or 2013. No allowance for loan losses was reversed during 2014 or 2013.

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NOTE 7 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

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

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

Loans Held for Sale and Loan Commitment Derivatives: The fair value of loans held for sale and residential mortgage loan commitments are determined by obtaining quoted prices for similar loans and commitments with similar interest rates and maturities from major secondary markets (Level 2).

Derivatives-Interest Rate Swaps: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value, less estimated costs to sell. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals performed by qualified independent third-party appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including cost, comparable sales, and the income approach. The cost approach is based on the cost to replace the existing property. The comparable sales approach evaluates the sales prices of comparable properties within the same market area. The income approach considers net operating income generated by the property and the rate of return required by an investor. Adjustments are routinely made in the appraisal process by the independent third-party appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosures are initially recorded at fair value less cost to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals performed by qualified independent third-party appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including cost, comparable sales, and the income approach. The cost approach is based on the cost to replace the existing property. The comparable sales approach evaluates the sales prices of comparable properties within the same market area. The income approach considers net operating income generated by the property and the rate of return required by an investor. Adjustments are routinely made in the appraisal process by the independent third-party appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

The President and Chief Financial Officer (“President/CFO”), Senior Vice President – Chief Accounting Officer (“SVP – CAO”), and Executive Vice President – Credit (“EVP – Credit”) are responsible for determining the valuation processes and procedures for the fair value measurement of impaired loans and other real estate owned properties. The President/CFO, SVP – CAO, and EVP – Credit review impaired loans and other real estate owned properties on a quarterly basis to determine the accuracy of third-

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party appraisals, auction values, values derived from trade publications and any additional data received from the borrower, and the appropriateness of unobservable inputs, generally discounts due to collection issues and current market conditions which are utilized in determining the fair value. The EVP – Credit determines discounts based on the valuation source and asset type for impaired loans. These discounts are reviewed periodically, annually at a minimum, for appropriateness. Current trends in market values and gains and losses on sales of similar assets are also considered when determining discounts of asset categories.

The table below presents the valuation methodology and unobservable inputs for impaired loans and other real estate owned at September 30, 2014.



	September 30, 2014
	Valuation Methodology	Unobservable Inputs	Range of Inputs	Average of Inputs
Impaired loans:
Commercial:
Real estate	Appraisals	Discounts for changes in market conditions	20-65%	28%
Land	Appraisals	Discounts for changes in market conditions	10-20%	18%
Mortgage	Appraisals	Discounts for changes in market conditions	0-20%	10%
Home equity	Appraisals	Discounts for changes in market conditions	10%	10%
Other real estate owned, net:
Commercial:
Real estate	Appraisals	Discounts for changes in market conditions	29%	29%
Land	Appraisals	Discounts for changes in market conditions	32-39%	35%
Mortgage	Appraisals	Discounts for changes in market conditions	34%	34%

The table below presents the valuation methodology and unobservable inputs for impaired loans and other real estate owned at December 31, 2013.



	December 31, 2013
	Valuation Methodology	Unobservable Inputs	Range of Inputs	Average of Inputs
Impaired loans:
Commercial:
Real estate	Appraisals	Discounts for changes in market conditions	10-65%	21%
Land	Appraisals	Discounts for changes in market conditions	0-10%	8%
Mortgage	Appraisals	Discounts for changes in market conditions	0-20%	10%
Other real estate owned, net:
Commercial:
Real estate	Appraisals	Discounts for changes in market conditions	6-100%	39%
Land	Appraisals	Discounts for changes in market conditions	25-26%	26%
Mortgage	Appraisals	Discounts for changes in market conditions	19-45%	26%

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Mortgage Servicing Rights: On a quarterly basis, loan servicing rights are evaluated for impairment based on the fair value of the rights as compared to the carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level, based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (Level 2).

Fair value at September 30, 2014 was determined using a discount rate of 10.0%; prepayment speeds ranging from 7.0% to 22.7%, depending on the stratification of the specific right; and a weighted average default rate of approximately 0.5%. Fair value at December 31, 2013 was determined using a discount rate of 10.0%; prepayment speeds ranging from 6.5% to 23.0%, depending on the stratification of the specific right; and a weighted average default rate of approximately 0.5%.

Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized in the following tables:



				September 30, 2014
	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Financial Assets:
Investment securities available-for-sale:
U.S. federal agency obligations	$	6,865		$	—	$	6,865		$	—
State and municipal	56,917			—		56,917			—
Mortgage-backed securities - residential	28,125			—		28,125			—
Government agency sponsored collateralized mortgage obligations	64,464			—		64,464			—
Corporate debt securities	1,460			—		1,460			—
Total investment securities available-for-sale	$	157,831		$	—	$	157,831		$	—
Loans held for sale	$	2,509		$	—	$	2,509		$	—
Derivatives – residential mortgage loan commitments	$	76		$	—	$	76		$	—
Financial Liabilities:
Derivatives – interest rate swaps	$	(712	)	$	—	$	(712	)	$	—

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				December 31, 2013
	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Financial Assets:
Investment securities available-for-sale:
U.S. federal agency obligations	$	6,150		$	—	$	6,150		$	—
State and municipal	55,723			—		55,723			—
Mortgage-backed securities - residential	27,938			—		27,938			—
Government agency sponsored collateralized mortgage obligations	72,311			—		72,311			—
Corporate debt securities	2,150			—		2,150			—
Total investment securities available-for-sale	$	164,272		$	—	$	164,272		$	—
Loans held for sale	$	1,118		$	—	$	1,118		$	—
Derivatives – residential mortgage loan commitments	$	45		$	—	$	45		$	—
Financial Liabilities:
Derivatives – interest rate swaps	$	(1,181	)	$	—	$	(1,181	)	$	—

There were no transfers between Level 1, Level 2, and Level 3 during the periods indicated above.

The difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding for loans held for sale was:



	September 30, 2014						December 31, 2013
	Aggregate Fair Value		Difference		Contractual Principal		Aggregate Fair Value		Difference		Contractual Principal
	(Dollars in thousands)
Loans held for sale	$	2,509	$	70	$	2,439	$	1,118	$	30	$	1,088

For items for which the fair value option has been elected, interest income is recorded within the consolidated statements of income and comprehensive income (loss) based on the contractual amount of interest income earned on financial assets (none were delinquent or in nonaccrual status).

The following table presents the amount of gains and losses from fair value changes included in income before income taxes for financial assets carried at fair value for the three and nine months ended September 30, 2014 and 2013:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014		2013
	(Dollars in thousands)
Assets:
Loans held for sale
Other gains (losses)	$	(38	)	$	(44	)	$	40	$	(26	)
Interest income	9			4			22		13
Interest expense	—			—			—		—
Total changes in fair values included in current period earnings	$	(29	)	$	(40	)	$	62	$	(13	)

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Assets measured at fair value on a non-recurring basis are summarized below:



			September 30, 2014
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Impaired loans:
Commercial:
Real estate	$	495	$	—	$	—	$	495
Land	1,046		—		—		1,046
Mortgage	686		—		—		686
Home equity	6		—		—		6
Other real estate owned, net:
Commercial:
Real estate	74		—		—		74
Land	187		—		—		187
Mortgage	11		—		—		11
Residential construction - land	46		—		—		46
Mortgage servicing rights	166		—		166		—



			December 31, 2013
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Impaired loans:
Commercial:
Real estate	$	568	$	—	$	—	$	568
Land	2,030		—		—		2,030
Mortgage	567		—		—		567
Other real estate owned, net:
Commercial:
Real estate	646		—		—		646
Land	205		—		—		205
Mortgage	91		—		—		91
Residential construction - land	56		—		—		56
Mortgage servicing rights	190		—		190		—

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a gross carrying amount of $3.1 million, with a valuation allowance of $881,000 at September 30, 2014, resulting in a reversal of provision for loan losses of $23,000 for the three months ended September 30, 2014 and an additional provision for loan losses of $66,000 for the nine months ended September 30, 2014. At September 30, 2013, impaired loans had a carrying amount of $5.1 million, with a valuation allowance of $1.7 million, resulting in an additional provision for loan losses of $138,000 and $511,000 for the three and nine months ended September 30, 2013, respectively.

Other real estate owned, which is measured at the lower of cost or fair value less costs to sell, had a net carrying amount of $318,000 at September 30, 2014, which resulted in write-downs of $17,000 and $108,000 for the three and nine months ended September 30, 2014, respectively. At September 30, 2013, other real estate owned had a net carrying amount of $611,000, which resulted in write-downs of $10,000 and $119,000 for the three and nine months ended September 30, 2013, respectively.

Mortgage servicing rights, which are carried at lower of cost or fair value, were carried at their fair value of $166,000 at September 30, 2014, which was made up of the outstanding balance of $253,000, net of a valuation allowance of $87,000, resulting in reversals of $14,000 and $11,000, respectively, for the three and nine months ended September 30, 2014. At September 30, 2013, mortgage servicing rights were carried at their fair value of $197,000, which was made up of the outstanding balance of $308,000, net of a valuation allowance of $111,000, resulting in reversals of $11,000 and $47,000, respectively, for the three and nine months ended September 30, 2013.

The carrying amounts and estimated fair values of financial instruments at September 30, 2014 are as follows:



				September 30, 2014
	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Financial assets:
Cash and due from financial institutions	$	6,811		$	6,811	$	—		$	—
Interest-earning time deposits at other financial institutions	6,385			—		6,386			—
Securities available-for-sale	157,831			—		157,831			—
Federal Home Loan Bank stock	4,275			N/A		N/A			N/A
Loans held for sale	2,509			—		2,509			—
Loans, net	295,694			—		—			298,454
Accrued interest receivable	1,438			—		829			609
Financial liabilities:
Deposits	(343,054		)	—		(343,093		)	—
Federal Home Loan Bank advances	(75,000		)	—		(75,129		)	—
Subordinated debentures	(5,155		)	—		—			(5,147		)
Accrued interest payable	(176		)	—		(174		)	(2		)
Derivatives – interest rate swaps	(712		)	—		(712		)	—

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The carrying amounts and estimated fair values of financial instruments at December 31, 2013 are as follows:



				December 31, 2013
	Carrying Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Financial assets:
Cash and due from financial institutions	$	18,219		$	18,219	$	—		$	—
Interest-earning time deposits at other financial institutions	6,642			—		6,671			—
Securities available-for-sale	164,272			—		164,272			—
Federal Home Loan Bank stock	4,375			N/A		N/A			N/A
Loans held for sale	1,118			—		1,118			—
Loans, net	293,285			—		—			296,575
Accrued interest receivable	1,612			—		962			650
Financial liabilities:
Deposits	(346,701		)	—		(347,625		)	—
Federal Home Loan Bank advances	(86,777		)	—		(88,077		)	—
Subordinated debentures	(5,155		)	—		—			(5,152		)
Short-term borrowings	(2,415		)	—		(2,415		)	—
Accrued interest payable	(177		)	—		(174		)	(3		)
Derivatives – interest rate swaps	(1,181		)	—		(1,181		)	—

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

Cash and due from financial institutions: The carrying amounts of cash and due from financial institutions approximate fair values and are classified as Level 1.

Interest-earning time deposits at other financial institutions: The fair values of the Company’s interest-earning time deposits at other financial institutions are estimated using discounted cash flow analyses based on current rates for similar types of interest-earning time deposits and are classified as Level 2.

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

Loans held for sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third-party investors resulting in Level 2 classification.

Loans: The fair values of loans are based on discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

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Deposits: The fair values disclosed for demand deposits are estimated using a cash flow calculation reduced by decay rate assumptions. These cash flows are discounted to the current market rate and a functional cost to recognize the inherent costs of servicing these accounts. This method results in a Level 2 classification. Fair values of fixed rate certificates of deposit are estimated using a cash flow calculation reduced by known maturities, estimated principal payments, and estimated early withdrawal amounts. These cash flows are discounted to the current market rate. This method results in a Level 2 calculation.

Federal Home Loan Bank Advances: The fair values of the Company’s Federal Home Loan Bank advances are estimated using discounted cash flow analyses based on current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

Subordinated Debentures: The fair value of the Company’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

Short-term borrowings: The carrying amounts of short-term borrowings approximate fair values and are classified as Level 2.

Accrued Interest Receivable/Payable: The carrying amounts of accrued interest approximate fair value resulting in a Level 1, Level 2, or Level 3 classification based on the underlying asset or liability.

NOTE 8 – DERIVATIVES

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent an amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreement.

Interest Rate Swaps Designated as Cash Flow Hedges: Interest rate swaps with notional amounts of $55.3 million and $30.3 million as of September 30, 2014 and December 31, 2013, respectively, were designated as cash flow hedges of subordinated debentures, certain CDARS deposits, and FHLB advances. In August 2014, the Company executed three forward starting interest rate swaps with notional amounts totaling $30.0 million of maturing FHLB advances. The notional amount of each of these interest rate swaps was $10.0 million and were against adjustable rate FHLB advances tied to the one month LIBOR. The first interest rate swap will begin in March 2015 for five years with an effective fixed rate of 2.085%. The second interest rate swap will begin in June 2015 for five years with an effective fixed rate of 2.228%. The third interest rate swap will begin in March 2016 for five years with an effective fixed rate of 2.618%.

All interest rate swaps were determined to be fully effective during all periods presented. As such, no amount of ineffectiveness has been included in net income. Therefore, the aggregate fair value of the swaps is recorded in other assets (liabilities) with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The hedge would no longer be considered effective if a portion of the hedge becomes ineffective, the item hedged is no longer in existence, or the Company discontinues hedge accounting. The Company expects the hedges to remain fully effective during the remaining terms of the swaps. The Company does not expect any amounts to be reclassified from other comprehensive income (loss) over the next 12 months.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information related to the interest-rate swaps designated as cash flow hedges as of September 30, 2014 and December 31, 2013 were as follows:



	September 30, 2014			December 31, 2013
	(Dollars in thousands)
Subordinated debentures:
Notional amount	$	—		$	5,000
Unrealized losses	—			(26		)
Fixed interest rate payable	—		%	5.54		%
Variable interest rate receivable (Three month LIBOR plus 3.10%)	—			3.35
Maturity date	March 26, 2014
CDARS deposits:
Notional amount	$	10,250		$	10,250
Unrealized losses	(6		)	(192		)
Fixed interest rate payable	3.19		%	3.19		%
Variable interest rate receivable (One month LIBOR plus 0.55%)	0.71			0.71
Maturity date	October 9, 2014
FHLB advance:
Notional amount	$	5,000		$	5,000
Unrealized losses	(147		)	(253		)
Fixed interest rate payable	3.54		%	3.54		%
Variable interest rate receivable (Three month LIBOR plus 0.22%)	0.45			0.46
Maturity date	September 20, 2015
FHLB advance:
Notional amount	$	10,000		$	10,000
Unrealized losses	(495		)	(710		)
Fixed interest rate payable	3.69		%	3.69		%
Variable interest rate receivable (Three month LIBOR plus 0.25%)	0.48			0.49
Maturity date	July 19, 2016

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(Unaudited)



	September 30, 2014			December 31, 2013
	(Dollars in thousands)
Forward Starting:
FHLB advance:
Notional amount	$	10,000		$	—
Unrealized losses	(19		)	—
Fixed interest rate payable	2.09		%	—		%
Variable interest rate receivable (One month LIBOR)	—			—
Maturity date	March 15, 2020
FHLB advance:
Notional amount	$	10,000		$	—
Unrealized losses	(18		)	—
Fixed interest rate payable	2.23		%	—		%
Variable interest rate receivable (One month LIBOR)	—			—
Maturity date	June 15, 2020
FHLB advance:
Notional amount	$	10,000		$	—
Unrealized losses	(27		)	—
Fixed interest rate payable	2.62		%	—		%
Variable interest rate receivable (One month LIBOR)	—			—
Maturity date	March 15, 2021

Interest expense is reported as a component of interest expense on subordinated debentures, deposits, and FHLB advances as appropriate. Interest expense recorded on these swap transactions totaled $186,000 and $212,000 during the three months ended September 30, 2014 and 2013, respectively. Interest expense recorded on these swap transactions totaled $576,000 and $623,000 for the nine months ended September 30, 2014 and 2013, respectively.

The following table presents the net losses recorded in accumulated other comprehensive income (loss) and the Consolidated Statements of Income relating to the cash flow derivative instruments for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(Dollars in thousands)
Interest rate contracts:
Net amount of gain (loss):
Recognized in OCI (Effective Portion)	$	88	$	88	$	309	$	405
Reclassified from OCI to interest income	—		—		—		—
Recognized in other non-interest income (Ineffective Portion)	—		—		—		—

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(Unaudited)

The following table reflects the cash flow hedges included in the Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013:



	September 30, 2014						December 31, 2013
	Notional Amount			Fair Value			Notional Amount			Fair Value
	(Dollars in thousands)
Included in other liabilities:
Interest rate swaps related to:
Subordinated debentures	$	—		$	—		$	(5,000	)	$	(26	)
CDARS deposits	(10,250		)	(6		)	(10,250		)	(192		)
FHLB advances	(45,000		)	(706		)	(15,000		)	(963		)
Total included in other liabilities				$	(712	)				$	(1,181	)

The counterparty to the Company’s derivatives is exposed to credit risk whenever the derivative is in a liability position. As a result, the Company has collateralized the liability with cash and securities collateral held in safekeeping by The Bank of New York and PNC Bank.

At September 30, 2014 and December 31, 2013, the Company had securities with a fair value of $2.7 million and $2.6 million, respectively, posted as collateral for these derivatives. At December 31, 2013, the Company also had $220,000 in cash posted as collateral for the derivatives related to the subordinated debenture that matured March 26, 2014.

NOTE 9 – STOCK-BASED COMPENSATION

During the month of September 2011, the Company implemented the 2011 Equity Incentive Plan (the “2011 Plan”) which was approved by shareholders on May 10, 2011. The 2011 Plan provides for the issuance of stock options or restricted share awards to employees and directors. Total shares authorized for issuance under the 2011 Plan were 417,544.

On May 13, 2014, the Company’s shareholders approved the 2014 Equity Incentive Plan (the “2014 Plan”) which provides for the issuance of stock options or restricted share awards to employees and directors. The total shares authorized for issuance under the 2014 Plan are 473,845 shares of the Company’s common stock plus, at the date the 2014 Plan was approved, there were 14,471 shares of stock that were rolled over from the terminated 2011 Plan and added to the shares available for awards under the 2014 Plan. In addition, any stock awards that had been granted under the 2011 Plan and subsequently forfeited are also included for issuance under the 2014 Plan. The Company did not grant any awards under the 2014 Plan as of September 30, 2014. On October, 14, 2014, the Company implemented the 2014 Plan and granted 332,250 shares of stock as stock options and 126,800 shares of stock as restricted share awards to employees and directors. Compensation costs related to these grants will be amortized over a 5 year period on a straight-line basis. The options and restricted share awards vest 20% annually.

Stock-Based Compensation

Compensation cost is recognized for stock options and restricted stock awards issued to employees or directors based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options. The market price of the Company’s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Total compensation cost that has been charged against income for the 2011 Plan totaled $62,000 and $61,000 for the three months ended September 30, 2014 and 2013, respectively. Total compensation cost that has been charged against income for the 2011 Plan totaled $186,000 and $181,000 for the nine months ended September 30, 2014 and 2013, respectively.

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options

The 2011 Plan permits the grant of stock options to its employees or directors for up to 298,246 shares of common stock. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. Option awards have vesting periods of 5 years and 10-year contractual terms. Options granted generally vest 20% annually.

The fair value of each option award is estimated on the date of grant using the assumptions noted in the table below. Expected volatilities are based on historical volatilities of companies within the Company’s peer group. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

A summary of the activity in the stock option plan for the nine months ended September 30, 2014 was as follows:



	Nine Months Ended September 30, 2014
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(Dollars in thousands, except per share data)
Outstanding at January 1, 2014	271,194		$	6.55	7.8 years	$	1,239
Granted	—		—
Exercised	(4,472	)	6.44
Forfeited or expired	—		—
Outstanding at September 30, 2014	266,722		6.56		7.0 years	1,241
Exercisable at end of period	150,546		6.48		7.0 years	711

During the nine months ended September 30, 2014, 4,472 options were exercised which had an intrinsic value of $21,000. The Company received $28,000 in cash and realized $10,000 in tax benefits related to the exercise of these options. The weighted average fair value of options granted under the 2011 Plan was $2.16.

As of September 30, 2014, there was $190,000 of total unrecognized compensation cost related to nonvested stock options granted under the 2011 Plan. The cost is expected to be recognized over a weighted-average period of 2.1 years.

Restricted Share Awards

The 2011 Plan provides for the issuance of up to 119,298 restricted shares to directors and employees. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. The fair value of the stock was determined by obtaining the listed price of the Company’s stock on the grant date. Shares vest 20% annually over 5 years.

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of changes in the Company’s nonvested shares for the nine months ended September 30, 2014 was as follows:



	Nine Months Ended September 30, 2014
	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014	72,146		$	6.54
Granted	—		—
Vested	(23,782	)	6.51
Forfeited	—		—
Nonvested at September 30, 2014	48,364		$	6.57

As of September 30, 2014, there was $311,000 of total unrecognized compensation cost related to nonvested shares granted under the 2011 Plan. The cost is expected to be recognized over a weighted-average period of 2.1 years. As of September 30, 2014, there were 70,546 shares vested. The total fair value of shares vested at September 30, 2014 was $791,000.

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

A summary of the changes in accumulated other comprehensive income (loss) by component for the three months ended September 30, 2014 and 2013 is as follows:



	Three Months Ended September 30,
	2014									2013
	Gains (Losses) on Cash Flow Hedges			Unrealized Gains (Losses) on Available- for-Sale Securities			Total			Gains (Losses) on Cash Flow Hedges			Unrealized Gains (Losses) on Available- for-Sale Securities			Total
	(Dollars in thousands)
Beginning balance	$	(558	)	$	947		$	389		$	(992	)	$	185		$	(807	)
Other comprehensive income (loss) before reclassification	88			(81		)	7			88			(302		)	(214		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			(5		)	(5		)	—			(36		)	(36		)
Net current period other comprehensive income (loss)	88			(86		)	2			88			(338		)	(250		)
Ending balance	$	(470	)	$	861		$	391		$	(904	)	$	(153	)	$	(1,057	)

A summary of the reclassifications out of accumulated other comprehensive income (loss) for the three months ended September 30, 2014 and 2013 is as follows:



	Three Months Ended September 30,
	2014			2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
	(Dollars in thousands)
Unrealized gains and losses on available-for-sale securities:
Net gains on securities	$	8		$	55
Income tax expense	(3		)	(19		)
Net of tax	$	5		$	36

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2014 and 2013 is as follows:



	Nine Months Ended September 30,
	2014									2013
	Gains (Losses) on Cash Flow Hedges			Unrealized Gains (Losses) on Available- for-Sale Securities			Total			Gains (Losses) on Cash Flow Hedges			Unrealized Gains (Losses) on Available- for-Sale Securities			Total
	(Dollars in thousands)
Beginning balance	$	(779	)	$	(1,059	)	$	(1,838	)	$	(1,309	)	$	3,673		$	2,364
Other comprehensive income (loss) before reclassification	309			1,991			2,300			405			(3,466		)	(3,061		)
Amounts reclassified from accumulated other comprehensive income (loss)	—			(71		)	(71		)	—			(360		)	(360		)
Net current period other comprehensive income (loss)	309			1,920			2,229			405			(3,826		)	(3,421		)
Ending balance	$	(470	)	$	861		$	391		$	(904	)	$	(153	)	$	(1,057	)

A summary of the reclassifications out of accumulated other comprehensive income (loss) for the nine months ended September 30, 2014 is as follows:



	Nine Months Ended September 30,
	2014			2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
	(Dollars in thousands)
Unrealized gains and losses on available-for-sale securities:
Net gains on securities	$	108		$	545
Income tax expense	(37		)	(185		)
Net of tax	$	71		$	360

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LAPORTE BANCORP, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – OFFSETTING FINANCIAL ASSETS AND LIABILITIES

The following tables summarize gross and net information about financial instruments and derivative instruments that are offset in the Company’s statement of Consolidated Balance Sheets or that are subject to an enforceable master netting arrangement at September 30, 2014 and December 31, 2013.



	September 30, 2014
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments			Cash Collateral Pledged		Net Amount
	(Dollars in thousands)
Description:
Derivatives	$	712	$	—	$	712	$	(2,737	)	$	—	$	(2,025	)
Repurchase agreements	388		—		388		(388		)	—		—
Total	$	1,100	$	—	$	1,100	$	(3,125	)	$	—	$	(2,025	)



	December 31, 2013
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheet
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments			Cash Collateral Pledged			Net Amount
	(Dollars in thousands)
Description:
Derivatives	$	1,181	$	—	$	1,181	$	(2,150	)	$	(220	)	$	(1,189	)
Repurchase agreements	710		—		710		(710		)	—			—
Total	$	1,891	$	—	$	1,891	$	(2,860	)	$	(220	)	$	(1,189	)

If an event of default occurs causing an early termination of an interest rate swap derivative, an early termination amount payable to one party by the other party may be reduced by set-off against any other amount payable by the one party to the other party. If a default in performance of any obligation of a repurchase agreement occurs, each party will set-off property held in respect of transactions against obligations owing in respect of any other transactions.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors which could have a material adverse effect on the operations and future prospects of the Company and certain subsidiaries are detailed in “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013. In addition to these risk factors, there are other factors that may impact any public company, including ours, which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries. These additional factors include, but are not limited to, the following:


•	changes in prevailing real estate values and loan demand both nationally and within our current and future market area;


•	increased competitive pressures among financial services companies;


•	changes in consumer spending, borrowing, and savings habits;


•	the amount of assessments and premiums we are required to pay for FDIC deposit insurance;


•	legislative or regulatory changes that affect our business including the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and its impact on our compliance costs;


•	the success of our mortgage warehouse lending program including the impact of the Dodd-Frank Act on the mortgage companies;


•	our ability to manage the impact of changes in interest rates, spreads on interest earning assets and interest-bearing liabilities, and interest rate sensitivity;


•	rising interest rates and their impact on mortgage loan volumes;


•	our ability to successfully manage our commercial lending;


•	the financial health of certain entities, including government sponsored enterprises, the securities of which are owned or acquired by the Company;


•	adverse changes in the securities market;


•	the new capital rules which will take effect on January 1, 2015;


•	the costs, effects, and outcomes of existing or future litigation;


•	the economic impact of past and any future terrorist attacks, acts of war, or threats thereof and the response of the United States to any such threats and attacks; and


•	the ability of the Company to manage the risks associated with the foregoing factors as well as anticipated risk factors.

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

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Comparison of Financial Condition at September 30, 2014 and December 31, 2013

General: Total assets at September 30, 2014 decreased $16.3 million, or 3.1%, to $510.6 million compared to $526.9 million at December 31, 2013 primarily due to a decrease in cash and due from financial institutions of $11.4 million, or 62.6%, to $6.8 million at September 30, 2014 from $18.2 million at December 31, 2013. The Company utilized excess liquidity in 2014 to repay short-term overnight borrowings. Total deposits at September 30, 2014 decreased $3.6 million, or 1.1%, to $343.1 million from $346.7 million at December 31, 2013 primarily due to decreases of $9.8 million in certificates of deposit and IRAs which were partially offset by increases of $2.0 million and $1.8 million in interest-bearing checking and savings deposits, respectively. Borrowings totaled $80.2 million at September 30, 2014, down 15.0% from $94.3 million at December 31, 2013, primarily due to a decrease in short-term overnight borrowings. Total shareholders’ equity increased $1.9 million, or 2.4%, to $82.2 million at September 30, 2014 compared to $80.2 million at December 31, 2013 primarily due to net income totaling $3.4 million for the nine months ended September 30, 2014 combined with a $2.2 million increase in accumulated other comprehensive income as unrealized securities gains increased at September 30, 2014. These increases were partially offset by a $3.4 million decrease in shareholders’ equity related to the Company repurchasing 309,800 shares of its common stock in accordance with its previously announced repurchase plans and cash dividends paid totaling $694,000 during the nine months ended September 30, 2014.

Investment Securities: Total securities available-for-sale decreased $6.4 million, or 3.9%, to $157.8 million at September 30, 2014 from $164.3 million at December 31, 2013 as the Company utilized proceeds from sales of investments and principal paydowns during 2014 to fund increased loan volume and the reduction in total deposits.

At September 30, 2014, management reviewed the securities portfolio for possible other-than-temporary impairment and determined there were no impairment charges to be recorded. The net unrealized gains on the available-for-sale securities portfolio totaled $1.3 million at September 30, 2014, an increase of $2.9 million from net unrealized losses totaling $1.6 million at December 31, 2013.

Loans Held for Sale: Loans held for sale increased $1.4 million, or 124.4%, to $2.5 million at September 30, 2014 compared to $1.1 million at December 31, 2013 primarily due to the timing of when residential mortgage loans were originated and subsequently sold to the secondary market combined with an increase in purchase activity since March 2014.

Net Loans: Net loans increased by $2.4 million, or 0.8%, to $295.7 million at September 30, 2014 compared to $293.3 million at December 31, 2013 primarily due to a $6.4 million, or 5.5%, increase in mortgage warehouse lending to $121.8 million at September 30, 2014 compared to $115.4 million at December 31, 2013. This increase was primarily attributable to an increase in purchase activity at the end of March 2014 that continued through the third quarter of 2014. The higher mortgage warehouse loan balances were also a result of management diversifying warehouse lenders in 2014 by adding new warehouse lenders in different geographic markets nationwide, which increased warehouse volume.

Commercial loans decreased by $7.5 million, or 5.8%, to $121.4 million at September 30, 2014 compared to $128.9 million at December 31, 2013. Although the commercial loan segment realized new loan originations totaling $15.1 million since December 31, 2013, total commercial loans decreased due to repayments and paydowns during the nine months ended September 30, 2014. Commercial real estate loans decreased $6.0 million during 2014 primarily due to five loan relationships totaling $4.3 million at December 31, 2013 being paid off prior to their stated maturities combined with normal repayments on the remainder of the portfolio. These decreases in commercial real estate loans were partially offset by new 2014 originations totaling $3.8 million. Commercial construction loans decreased $1.9 million during 2014 due to one loan relationship totaling $1.3 million being paid off and two relationships totaling $1.9 million moving to permanent financing during the first nine months of 2014. New commercial construction loan originations totaled $1.5 million during the first nine months of 2014. Commercial land loans decreased $1.3 million during 2014 primarily due to a partial paydown of $980,000 on a $3.1 million nonperforming commercial land and commercial real estate loan relationship during the third quarter of 2014. Partially offsetting these decreases in total commercial loans was an increase in five or more family loans of $1.2 million. We originated $8.1 million in new loans to one existing five or more family lending relationship and sold $3.1 million of these loans as participations to other banks during the first nine months of 2014. These originations were also offset by two unrelated loans totaling $4.2 million at December 31, 2013 being paid off prior to their stated maturities.

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Mortgage loans increased $2.5 million, or 7.1%, to $38.0 million at September 30, 2014 from $35.4 million at December 31, 2013, which was primarily due to the execution of the Company’s business plan to retain within its portfolio a portion of new loan originations that are adjustable-rate loans or fixed-rate loans with a maximum term of 15 years.

The allowance for loan losses balance decreased $159,000, or 4.1%, to $3.7 million at September 30, 2014 compared to $3.9 million at December 31, 2013. The allowance for loan losses to total loans ratio decreased to 1.25% at September 30, 2014 compared to 1.31% at December 31, 2013, primarily due to the increase in gross loans of $2.2 million during the nine months ended September 30, 2014. The allowance for loan losses to nonperforming loans ratio increased to 81.4% at September 30, 2014 compared to 79.6% at December 31, 2013 primarily due to a decrease in nonperforming loans.

Management’s analysis for the allowance for loan losses for the third quarter of 2014 was reflective of the continued improvement in several asset quality metrics and trends, including classified assets, charge-off ratios, delinquencies, and current economic conditions. As such, we did not record a provision for loan losses during the nine months ended September 30, 2014, as compared to the provision recorded during the prior year period of $206,000. Net charge-offs for the first nine months of 2014 totaled $159,000 compared to $287,000 for the first nine months of 2013.

Nonperforming Assets: The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated. We had no loans that were greater than 90 days delinquent and still accruing interest at the dates presented.



	September 30, 2014			December 31, 2013
	(Dollars in thousands)
Nonaccrual loans:
Commercial:
Real estate	$	856		$	843
Land	1,712			2,748
Total commercial	2,568			3,591
Mortgage	1,481			1,044
Home equity	9			43
Consumer and other	1			3
Nonaccruing troubled debt restructured loans (1)	542			227
Total nonaccrual loans	4,601			4,908

Foreclosed assets:
Commercial:
Real estate	74			646
Land	187			205
Total commercial	261			851
Mortgage	11			281
Residential construction - land	46			56
Total foreclosed assets	318			1,188
Total nonperforming assets	$	4,919		$	6,096

Ratios:
Nonperforming loans to total loans	1.54		%	1.65		%
Nonperforming assets to total assets	0.96			1.16


(1)	At September 30, 2014, $462,000 of mortgage loans, $53,000 of commercial real estate loans, and $27,000 of commercial and industrial loans were classified as nonaccruing troubled debt restructured loans. At December 31, 2013, $146,000 of mortgage loans, $54,000 of commercial real estate loans, and $27,000 of commercial loans were classified as nonaccruing troubled debt restructured loans.

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Total nonperforming loans decreased to $4.6 million at September 30, 2014 compared to $4.9 million at December 31, 2013 primarily due to a decrease in nonperforming commercial land loans resulting from a partial paydown of $980,000 on a $3.1 million nonperforming commercial real estate and commercial land relationship during the third quarter of 2014. Offsetting this decrease was an increase in nonperforming mortgage loans and nonaccruing troubled debt restructured loans. The increase in nonperforming mortgage loans resulted from six loans totaling $595,000 being transferred to nonaccrual status during the first nine months of 2014, which were partially offset by two mortgage loans totaling $119,000 being transferred to other real estate owned during the same period. The increase in nonaccruing troubled debt restructurings was due to three mortgage loans totaling $436,000 which were modified during the third quarter of 2014. At September 30, 2014, our nonperforming loans to total loans ratio was 1.54% compared to 1.65% at December 31, 2013.

Total nonperforming assets decreased $1.2 million, or 19.3%, to $4.9 million at September 30, 2014 from $6.1 million at December 31, 2013. Our nonperforming assets to total assets ratio decreased to 0.96% at September 30, 2014 compared to 1.16% at December 31, 2013 as a result of a $307,000 decrease in nonperforming loans and a $870,000 decrease in other real estate owned. During the first nine months of 2014, two residential properties were transferred into other real estate owned with a recorded fair value of $64,000 at the date of transfer and ten properties totaling $826,000 were sold resulting in proceeds of $814,000 and a loss on sales of $9,000. Write-downs totaling $108,000 were recorded during the nine months ended September 30, 2014 on other real estate owned properties.

Goodwill and Other Intangible Assets: Our goodwill totaled $8.4 million at September 30, 2014 and December 31, 2013. Accounting standards require goodwill to be tested for impairment on an annual basis, or more frequently if circumstances indicate that an asset might be impaired. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value, which is determined through a two-step impairment test. Step 1 includes the determination of the carrying value of the reporting unit, including the existing goodwill and intangible assets, and estimating the fair value of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, we are required to perform a second step to the impairment test. The most recent annual impairment review of our goodwill was performed in February 2014 as of October 31, 2013. Based on this evaluation, management determined that the fair value of the reporting unit, which is defined as LaPorte Bancorp, Inc. as a whole, exceeded the book value of the goodwill, based on the opinion of an independent expert in valuations, such that the sales price per common share would exceed our book value per common share. Accordingly, no goodwill impairment was recognized during the first nine months of 2014.

Our stock price has increased from the previous analysis and the Company continues to be profitable, therefore, management determined that an updated analysis from an independent third party as of the end of the third quarter of 2014 was not necessary. As our market price per common share is currently less than our tangible book value per common share, it is reasonably possible that management may conclude that goodwill is impaired as a result of a future assessment. If our goodwill is determined to be impaired, the related charge to earnings could be material.

Deposits: Total deposits decreased $3.6 million, or 1.1%, to $343.1 million at September 30, 2014 compared to $346.7 million at December 31, 2013 primarily due to decreases in certificates of deposit and IRA balances offset by increases in interest-bearing demand and savings deposits.

Certificates of deposit and IRA balances decreased $9.8 million, or 8.3%, to $108.0 million at September 30, 2014 compared to $117.8 million at December 31, 2013 due to a decrease in customer time deposits of $8.1 million and a decrease in brokered deposits of $1.6 million. Although management believes the interest rates offered on certificates of deposit have remained competitive, we have started to position the interest rates offered on our non-brokered certificates of deposit and IRAs more competitively in the markets we serve in an attempt to retain core deposits.

Non-interest bearing and interest bearing demand deposits increased $2.9 million, or 5.7%, and $2.0 million, or 3.7%, respectively, at September 30, 2014 from $51.0 million and $53.9 million, respectively, at December 31, 2013. Savings deposits increased $1.8 million, or 3.0%, to $62.9 million at September 30, 2014 compared to $61.1 million at December 31, 2013. These increases are primarily due to the Company’s efforts to increase core deposits.

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Borrowed Funds: Total borrowed funds decreased $14.2 million, or 15.0%, to $80.2 million at September 30, 2014 compared to $94.3 million at December 31, 2013 due to a decrease of $2.4 million in overnight borrowings and a decrease of $11.8 million in short-term Federal Home Loan Bank of Indianapolis (“FHLB”) advances. The 2014 decrease in borrowed funds was primarily due to the utilization of excess liquidity of $11.4 million and $6.4 million in cash and due from financial institutions and securities available-for-sale, respectively. The Bank has unsecured lines of credit at First Tennessee Bank totaling $15.0 million and Zions Bank totaling $9.0 million at September 30, 2014. During the nine months ended September 30, 2014, the Company utilized both the First Tennessee Bank and Zions Bank lines with average balances totaling $60,000 and $761,000, respectively, at an average cost of 101 basis points and 39 basis points, respectively. The maximum amount borrowed on the First Tennessee Bank line and the Zions Bank line during the nine months ended September 30, 2014 was $4.2 million and $9.0 million, respectively.

Total Shareholders’ Equity: Total shareholders’ equity increased $1.9 million, or 2.4%, to $82.2 million at September 30, 2014 compared to $80.2 million at December 31, 2013 primarily due to net income of $3.4 million and a $2.2 million increase in accumulated other comprehensive income as unrealized securities gains increased during the nine months ended September 30, 2014. These increases were partially offset by dividends declared totaling $694,000 and repurchases of 309,800 shares of the Company’s common stock in accordance with its repurchase plans totaling $3.4 million during the nine months ended September 30, 2014. During the third quarter of 2014, the Company repurchased all 145,000 shares under its third repurchase plan announced in June 2014 at an average cost of $11.23 per share. At the completion of the third repurchase plan, the Board of Directors announced a fourth repurchase plan for up to 280,832 shares.

Comparison of Operating Results for Three Month Periods Ended September 30, 2014 and September 30, 2013

Net Income: Net income totaled $1.3 million, or $0.25 per diluted share, for the three months ended September 30, 2014 compared to $868,000, or $0.15 per diluted share, for the three months ended September 30, 2013. The increase in net income was primarily due to an increase in net interest income of $434,000, a decrease in provision for loan losses of $100,000, and an increase in noninterest income of $52,000.

Net Interest Income: Net interest income increased $434,000, or 12.7%, to $3.9 million for the three months ended September 30, 2014 compared to $3.4 million for the same prior year period. The increase in net interest income was attributable to a $362,000, or 8.5%, increase in interest income and a $72,000, or 8.4%, decrease in interest expense. Net interest margin increased 12 basis points to 3.24% for the three months ended September 30, 2014 compared to 3.12% for the same prior year period. The increase in the net interest margin was primarily due to an increase in interest and fee income on loans and decreases in interest expense on deposits, which were partially offset by an increase in interest expense on FHLB advances.

Interest and Dividend Income: Interest income increased $362,000, or 8.5%, to $4.6 million for the three months ended September 30, 2014 compared to $4.3 million for the prior year period. During the third quarter of 2014, interest and fee income on loans increased $347,000 primarily due to a $38.3 million, or 14.7%, increase in average outstanding loan balance, which was partially offset by a 20 basis point decrease in the average yield on loans. Interest income on investment securities increased $10,000 primarily due to a four basis point increase in the average yield on these investments.

Interest and fee income on mortgage warehouse loans increased $293,000 for the three months ended September 30, 2014 when compared to the prior year period. The average balance of mortgage warehouse loans increased $25.3 million, or 26.4%, for the three months ended September 30, 2014 when compared to the prior year period due to an increase in purchase activity combined with an increase in the number of mortgage warehouse lenders during the current quarter. Partially offsetting the increase in average balance was a nine basis point decrease in the average yield earned on such loans during the third quarter of 2014 from the 2013 period as spreads on mortgage warehouse loans tightened in 2014 due to greater competition in the mortgage lending industry.

Interest and fee income on five or more family loans increased $80,000 for the three months ended September 30, 2014 when compared to the prior year period primarily related to an increase in the average balance of these loans totaling $6.7 million, or 51.4%, for the three months ended September 30, 2014 when compared to the prior year period. The increase in the average balance of these loans was due to new loan originations since September 30, 2013. Offsetting the increase in average balance was a 15 basis point decrease in the average yield earned on such loans during the third quarter of 2014 when compared to the prior year period due to lower current market interest rates on new loan originations.

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Interest and fee income on mortgage loans increased $29,000, or 6.6%, for the three months ended September 30, 2014 compared to the same prior year period, as the average balance on these loans increased $5.9 million as management increased the percentage of mortgage loans retained in the portfolio as opposed to being sold into the secondary market. The Company has elected to only retain adjustable-rate loans or fixed-rate loans with a maximum term of 15 years. Offsetting the increase in average balance was a 49 basis point decrease in the average yield earned on mortgage loans during the third quarter of 2014 from the 2013 period due to the lower interest rates earned on mortgage loans.

Interest and fee income on commercial real estate loans decreased $24,000, or 2.3%, for the three months ended September 30, 2014 compared to the same prior year period, which was primarily related to a 37 basis point decrease in the average yield earned on these loans as loans continued to renew at lower market interest rates over the prior year period. The decrease in the average yield was partially offset by a $3.4 million increase in the average outstanding balance of commercial real estate loans during the third quarter of 2014 when compared to the prior year period due to new loan originations since September 30, 2013.

Interest income from taxable securities decreased $37,000, or 7.6%, for the three months ended September 30, 2014 compared to the same prior year period. Although the yield earned on these securities increased two basis points, the average balance of taxable securities decreased $9.8 million, or 8.5%, during the 2014 period compared to the prior year period.

Interest income from tax exempt securities increased $47,000, or 12.9%, for the three months ended September 30, 2014 compared to the same prior year period due to an increase in the average outstanding balance of $9.1 million, or 20.8%, and was partially offset by a decrease in the average yield of 22 basis points as purchases of these securities since the first quarter of 2013 have been at lower interest rates.

Interest Expense: Interest expense decreased $72,000, or 8.4%, to $783,000 for the three months ended September 30, 2014 compared to $855,000 for the same prior year period due to a decrease in the average cost of interest bearing liabilities of 16 basis points to 83 basis points which was partially offset by an increase in the average outstanding balance of interest bearing liabilities of $33.3 million.

Interest expense on certificates of deposit and IRAs decreased $97,000, or 22.8%, for the three months ended September 30, 2014 compared to the same prior year period primarily due to a decrease of 33 basis points in the average cost of such deposits in addition to a decrease in average outstanding balance of such deposits of $1.9 million. Interest expense on money market deposits was relatively stable at $65,000 for the three months ended September 30, 2014 compared to $63,000 for the same prior year period due to a decrease in the average cost of these deposits of three basis points which offset the increase of $6.2 million in the average outstanding balance of these accounts during the same period. The Company has been able to shift a significant percentage of our deposit mix from fixed, higher cost certificates of deposit into lower cost money market, savings, and interest bearing checking accounts, which helped to lower the Company’s average cost of deposits.

Interest expense on FHLB advances increased $56,000, or 22.3%, to $307,000 for the three months ended September 30, 2014 compared to $251,000 for the same prior year period as the average outstanding balance of these advances increased $23.7 million and was partially offset by a decrease of 31 basis points in the average cost of these borrowings. As interest rates have remained low in the latter part of 2013 and during 2014, the Company utilized additional FHLB borrowings at lower rates to fund increases in loans, including mortgage warehouse loans.

In addition, interest expense on the Company’s subordinated debt decreased $29,000 during the three months ended September 30, 2014 compared to the same prior year period due to the March 2014 maturity of an interest rate swap which reduced the average cost of these borrowings by 225 basis points to 3.26% for the third quarter of 2014 from 5.51% for the 2013 period. The subordinated debt has a variable rate of interest tied to the three month LIBOR.

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The following table sets forth the average balance sheet, average annualized yield and cost, and certain other information for the three months ended September 30, 2014 and 2013. All average balances are daily average balances. The annualized yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or expense.



	Three Months Ended September 30,
	2014						2013
	Average Outstanding Balance		Interest		Annualized Yield/Cost		Average Outstanding Balance		Interest		Annualized Yield/Cost
	(Dollars in thousands)
Assets:
Loans (1)	$	298,318	$	3,721	4.99	%	$	260,030	$	3,374	5.19	%
Taxable securities	105,336		452		1.72		115,132		489		1.70
Tax exempt securities (2)	52,537		411		3.13		43,473		364		3.35
FHLB stock	4,322		39		3.61		3,817		33		3.46
Federal funds sold and other interest-earning deposits	16,387		21		0.51		17,310		22		0.51
Total interest earning assets	476,900		4,644		3.90		439,762		4,282		3.89
Non-interest earning assets	43,314						43,660
Total assets	$	520,214					$	483,422

Liabilities and equity:
Savings deposits	$	63,595	$	9	0.06	%	$	60,010	$	8	0.05	%
Money market accounts	69,523		65		0.37		63,284		63		0.40
Interest-bearing checking	56,387		31		0.22		54,647		36		0.26
Certificates of deposit and IRAs	106,721		328		1.23		108,663		425		1.56
Total interest-bearing deposits	296,226		433		0.58		286,604		532		0.74
FHLB advances	75,603		307		1.62		51,892		251		1.93
Subordinated debentures	5,155		42		3.26		5,155		71		5.51
Short-term borrowings	626		1		0.64		637		1		0.63
Total borrowings	81,384		350		1.72		57,684		323		2.24
Total interest-bearing liabilities	377,610		783		0.83		344,288		855		0.99
Non-interest bearing deposits	55,213						50,953
Other liabilities	5,156						5,475
Total liabilities	437,979						400,716
Shareholders’ equity	82,235						82,706
Total liabilities & shareholders’ equity	$	520,214					$	483,422
Net interest income			$	3,861					$	3,427
Net interest rate spread					3.07	%					2.90	%
Net interest margin					3.24						3.12

(1) The average balance of loans includes loans held for sale and nonperforming loans, interest on which is recognized on a cash basis.

(2) No tax-equivalent yield adjustments have been made.

Provision for Loan Losses: We recognize a provision for loan losses, which is charged to earnings, at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. We evaluate the level of the allowance for loan losses on a quarterly basis by considering historical loan loss experience, the types of loans and the amount of loans in the portfolio, adverse situations that may affect our borrowers’ ability to repay, the estimated fair 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 or as future events occur. After an evaluation of these factors, management determined that a provision for loan losses was not necessary for the three months ended

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September 30, 2014 compared to $100,000 for the same prior year period. The Company’s analysis of the allowance for loan losses for the third quarter of 2014 reflected continued improvement in asset quality metrics and various positive trends, including classified assets, charge-off ratios, delinquencies, and current economic conditions. Net charge-offs for the three months ended September 30, 2014 totaled $15,000, of which none had been previously reserved, compared to $110,000 for the prior year period, of which $49,000 had been previously reserved.

Noninterest Income: Noninterest income increased $52,000, or 8.2%, to $687,000 for the three months ended September 30, 2014 compared to $635,000 for the same prior year period. The primary reason for the increase in noninterest income was due to a $93,000 increase in net gains on mortgage banking activities as mortgage originations from purchase activity were higher during the third quarter of 2014 when compared to the prior year period. Other income increased $17,000 during the three months ended September 30, 2014 compared to the prior year period primarily due to an increase in wire transfer fee income related to increased mortgage warehouse fundings. Partially offsetting these increases was a $47,000 decrease in net gains on sales of securities during the third quarter of 2014 compared to the prior year period and a $14,000 decrease in service charges on deposit accounts due to lower overdraft-related fees and services charges on checking accounts as consumers continue to reduce their reliance on these types of products.

Noninterest Expense: Noninterest expense for the three months ended September 30, 2014 and 2013 was relatively stable at $2.9 million. During the third quarter of 2014, salaries and wages expense increased $126,000, which included an increase in payroll expense of $120,000 related to incentive compensation accruals and annual merit increases. Incentive compensation accruals for officers and certain employees were the result of the Company’s current performance to budget. Commission expense increased by $19,000 from the prior year period due to the increased dollar volume of mortgage originations related to purchase activity during the third quarter of 2014. Collection and other real estate owned expenses increased $12,000 for the three months ended September 30, 2014 compared to the prior year period due to legal expenses associated with one large nonperforming loan combined with legal and other carrying costs related to other real estate owned. Partially offsetting these increases was a $67,000 decrease in bank examination fees which was due to the timing of internal audit, loan review, and mortgage warehouse reviews. Occupancy and equipment expenses also decreased $30,000 due to lower building maintenance and furniture and equipment expense when compared to the 2013 period.

Income Taxes: Income before income taxes increased $559,000, or 52.4%, to $1.6 million for the three months ended September 30, 2014 from $1.1 million for the 2013 period which led to an increase in income tax expense for the three months ended September 30, 2014 to $285,000 from $199,000 for the 2013 period. The Company’s effective tax rate for the three months ended September 30, 2014 was 17.5%, a decrease from 18.7% for the 2013 period, which was primarily due to the Company’s tax planning strategies including the captive insurance company that was implemented in December 2013.

Comparison of Operating Results for Nine Month Periods Ended September 30, 2014 and September 30, 2013

Net Income: Net income totaled $3.4 million, or $0.62 per diluted share, for the nine months ended September 30, 2014 compared to $3.1 million, or $0.53 per diluted share, for the nine months ended September 30, 2013. The increase of $300,000 in net income was primarily due to an increase in net interest income of $478,000, a decrease in income tax expense of $318,000, and a decrease of $206,000 in provision for loan losses partially offset by a decrease in noninterest income of $497,000 and an increase in noninterest expense totaling $205,000 for the nine months ended September 30, 2014 compared to the same 2013 period.

Net Interest Income: Net interest income increased $478,000, or 4.5%, to $11.0 million for the nine months ended September 30, 2014 compared to $10.6 million for the same prior year period. The increase in net interest income was primarily attributable to a $287,000, or 2.2%, increase in interest income combined with a $191,000, or 7.4%, decrease in interest expense. Net interest margin decreased seven basis points to 3.14% for the nine months ended September 30, 2014 from 3.21% during the prior year period. The net interest margin was impacted by an 18 basis point decrease in the average yield earned on interest-earning assets, which was partially offset by a 16 basis point decrease in the average cost of interest-bearing liabilities from the prior year period. In addition, the increase in average interest-earning assets at lower average yields for the nine months ended September 30, 2014 when compared to the prior year period led to the decrease in our net interest margin.

Interest and Dividend Income: Interest and dividend income increased $287,000, or 2.2%, to $13.4 million for the nine months ended September 30, 2014 compared to $13.1 million for the prior year period. The increase in interest income was primarily due to a $19.1 million, or 13.0%, increase in the average balance of investment securities and a $12.8 million, or 4.8%, increase in the average balance of loans for the 2014 period. The increase in the average balance was partially offset by a decrease in the average yield on interest earning assets of 18 basis points to 3.82% for the nine months ended September 30, 2014 from 4.00% for the prior year period, which was due to decreases in the average yields earned on both loans and investment securities.

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Interest and fee income on commercial construction loans increased $97,000, or 151.6%, for the nine months ended September 30, 2014 compared to the same prior year period primarily due to late fees received on one loan relationship that was repaid in full during the second quarter of 2014 combined with a $969,000 increase in the average balance of these loans in the 2014 period compared to the 2013 period.

Interest and fee income on five or more family loans increased $93,000, or 16.8%, for the nine months ended September 30, 2014 compared to the same prior year period with an increase in the average outstanding balance of these loans totaling $3.2 million, or 23.6%. Offsetting the increase in the average balance was a 29 basis point decrease in the average yield earned on such loans during the nine months ended September 30, 2014 when compared to the prior year period due to lower current market interest rates on new loan originations and renewals.

Interest and fee income on commercial and industrial loans decreased $76,000, or 12.7%, for the nine months ended September 30, 2014 compared to the same prior year period. The decrease was primarily related to a 37 basis point decrease in the average yields on such loans due to lower current market interest rates on originations and renewals during the 2014 period when compared to the 2013 period.

Interest and fee income related to consumer loans decreased $65,000, or 29.4%, for the nine months ended September 30, 2014 compared to the same prior year period. The decrease was primarily due to a 134 basis point decrease in the average yields on such loans due to lower current market interest rates combined with the continued decrease in the outstanding balance of our dealer car loan portfolio which was previously originated at higher interest rates.

Interest income from taxable securities increased $81,000, or 5.7%, for the nine months ended September 30, 2014 compared to the same prior year period. The $8.5 million, or 8.2%, increase in the average outstanding balance of these securities during the 2014 period compared to the prior year period provided the increase in interest income, however, the new investments and the cash flow derived from the existing portfolio was reinvested at lower interest rates resulting in a decrease in the average yield of these securities of four basis points for the 2014 time period.

Interest income from tax exempt securities increased $180,000, or 17.0%, for the nine months ended September 30, 2014 compared to the same prior year period due to an increase in the average outstanding balance of $10.5 million, or 25.1%, and was partially offset by a decrease in the average yield of 22 basis points as tax exempt securities purchases have been at lower interest rates since the first quarter of 2013.

Interest Expense: Interest expense decreased $191,000, or 7.4%, to $2.4 million for the nine months ended September 30, 2014 compared to $2.6 million for the same prior year period, primarily attributable to a decrease in the average cost of interest-bearing liabilities of 16 basis points to 85 basis points which was partially offset by a $32.8 million, or 9.6%, increase in the average outstanding balance of interest-bearing liabilities.

Interest expense on certificates of deposit and IRAs decreased $266,000, or 20.0%, for the nine months ended September 30, 2014 compared to the same prior year period. The decrease was primarily due to decreases in the average outstanding balance of $4.7 million and in the average cost of these deposits of 26 basis points. Interest expense on money market deposits was relatively stable at $189,000 for the nine months ended September 30, 2014 compared to $192,000 for the same prior year period due to a decrease in the average cost of these deposits of four basis points which offset the increase of $5.3 million in the average outstanding balance of these accounts during the same period. Interest expense on savings deposits increased slightly to $27,000 for the nine months ended September 30, 2014 compared to $24,000 for the same prior year period due to a $4.9 million increase in the average outstanding balance of these accounts during the same period. The Company has been able to shift a significant percentage of its deposit mix from fixed, higher cost certificates of deposit into lower cost money market, savings, and interest bearing checking accounts, which helped to lower the Company’s average cost of deposits.

Interest expense on FHLB advances increased $153,000, or 21.6%, to $862,000 for the nine months ended September 30, 2014 compared to $709,000 for the same prior year period, attributable to a $25.7 million, or 55.7%, increase in the average outstanding balance of FHLB advances. The increase in average balance was partially offset by a decrease in the average cost of these borrowings of 44 basis points. As interest rates have remained low in the latter part of 2013 and 2014, the Company utilized additional FHLB advances at lower rates to fund increases in loans, including mortgage warehouse loans, since the 2013 period.

In addition, interest expense on the Company’s subordinated debt decreased $58,000 during the nine months ended September 30, 2014 compared to the same prior year period due to the March 2014 maturity of an interest rate swap reducing the average cost of these borrowings by 150 basis points to 3.93% for the 2014 period from 5.43% for the 2013 period.

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The following table sets forth the average balance sheet, average annualized yield and cost, and certain other information for the nine months ended September 30, 2014 and 2013. All average balances are daily average balances. The annualized yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.



	Nine Months Ended September 30,
	2014						2013
	Average Outstanding Balance		Interest		Annualized Yield/Cost		Average Outstanding Balance		Interest		Annualized Yield/Cost
	(Dollars in thousands)
Assets:
Loans (1)	$	280,589	$	10,492	4.99	%	$	267,743	$	10,492	5.22	%
Taxable securities	113,082		1,500		1.77		104,536		1,419		1.81
Tax exempt securities (2)	52,433		1,239		3.15		41,904		1,059		3.37
FHLB stock	4,357		132		4.04		3,817		100		3.49
Federal funds sold and other interest-earning deposits	17,832		63		0.47		20,337		69		0.45
Total interest earning assets	468,293		13,426		3.82		438,337		13,139		4.00
Non-interest earning assets	43,675						41,469
Total assets	$	511,968					$	479,806

Liabilities and equity:
Savings deposits	$	63,610	$	27	0.06	%	$	58,682	$	24	0.05	%
Money market accounts	68,243		189		0.37		62,958		192		0.41
Interest-bearing checking	54,805		90		0.22		53,770		111		0.28
Certificates of deposit and IRAs	107,863		1,065		1.32		112,513		1,331		1.58
Total interest-bearing deposits	294,521		1,371		0.62		287,923		1,658		0.77
FHLB advances	71,996		862		1.60		46,251		709		2.04
Subordinated debentures	5,155		152		3.93		5,155		210		5.43
Short-term borrowings	821		3		0.49		399		2		0.67
Total borrowings	77,972		1,017		1.74		51,805		921		2.37
Total interest-bearing liabilities	372,493		2,388		0.85		339,728		2,579		1.01
Non-interest bearing deposits	52,580						50,601
Other liabilities	5,223						5,594
Total liabilities	430,296						395,923
Shareholders’ equity	81,672						83,883
Total liabilities & shareholders’ equity	$	511,968					$	479,806
Net interest income			$	11,038					$	10,560
Net interest rate spread					2.97	%					2.99	%
Net interest margin					3.14						3.21

(1) The average balance of loans includes loans held for sale and nonperforming loans, interest on which is recognized on a cash basis.

(2) No tax-equivalent yield adjustments have been made.

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Provision for Loan Losses: During the nine months ended September 30, 2014, no provision for loan losses was recorded compared to $206,000 for the same prior year period. The Company’s analysis of the allowance for loan losses reflected continued improvement during 2014 in asset quality metrics and various positive trends, including classified assets, charge-off ratios, delinquencies, and current economic conditions. Net charge-offs for the nine months ended September 30, 2014 totaled $159,000 compared to $287,000 for the prior year period. Of the total net charge-offs for the 2014 period, $119,000 were previously reserved for prior to 2014.

Noninterest Income: Noninterest income decreased $497,000, or 20.4%, to $1.9 million for the nine months ended September 30, 2014 from $2.4 million for the prior year period primarily due to a $437,000 decrease on net gains on the sales of securities as a result of fewer security sales in the current period as compared to the prior year period. Net gains on mortgage banking activities decreased $96,000 as higher mortgage interest rates during 2014 reduced mortgage purchase and refinance activity, primarily during the first quarter of 2014, resulting in fewer mortgage loans sold during the 2014 period as compared to the prior year period. Other income decreased $18,000 primarily due to lower wire transfer fee income related to mortgage warehouse lending as the number of loans funded decreased from the prior year period. These decreases were partially offset by a decrease in losses on other assets primarily due to lower write-downs on other real estate owned during the nine months ended September 30, 2014. Write-downs on other real estate owned decreased $11,000, or 9.2%, to $108,000 for the nine months ended September 30, 2014 compared to $119,000 for the prior year period. This decrease in write-downs on other real estate owned was offset by the $30,000 write-down on the Rolling Prairie branch facility recognized during the second quarter of 2014.

Noninterest Expense: Noninterest expense for the nine months ended September 30, 2014 totaled $9.0 million, an increase of $205,000, or 2.3%, from $8.8 million for the prior year period. Salaries and employee benefits expense increased $290,000 due to higher payroll costs as certain open positions in the prior year period were filled in the latter part of 2013 as well as higher incentive compensation accruals for officers and employees. Incentive compensation accruals for officers and certain employees increased due to the Company’s current performance compared to budget projections. In addition, total deferred loan origination costs decreased $77,000 during the nine months ended September 30, 2014 due to a lower number of loan originations compared to the 2013 period. Advertising and printing costs also increased $25,000 during the nine months ended September 30, 2014 due to increased public relations, customer surveys, marketing promotions, and printing costs. Collection and other real estate owned expenses increased $23,000 during the 2014 period compared to the prior year period primarily due to the legal expenses and carrying costs of nonperforming assets.

Noninterest expense was favorably impacted by a decrease in bank examination fees and data processing expenses during the nine months ended September 30, 2014 when compared to the 2013 period. The $108,000 decrease in bank examination fees was primarily related to the timing of internal audit, loan review, and mortgage warehouse reviews performed during 2014 combined with an overall decrease in external audit fees related to the change in the Company’s public accounting firm for the 2014 period. Data processing expense decreased $55,000 during the 2014 period due to the setup and implementation of the Company’s investment and real estate investment trust subsidiaries that were established in 2013 as well as the 2013 implementation costs related to a new mortgage software system.

Income Taxes: Income before income taxes was relatively stable at $4.0 million for the nine months ended September 30, 2014 and 2013. However, due to the Company’s tax planning strategies, including the implementation of the captive insurance company, income tax expense for the nine months ended September 30, 2014 decreased to $570,000 from $888,000 for the 2013 period and the Company’s effective tax rate for the nine months ended September 30, 2014 was 14.3%, a decrease from 22.2% for the 2013 period.

Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet both our short- and long-term liquidity needs. We adjust our liquidity levels to fund loan commitments, repay our borrowings, and fund deposit outflows. We also adjust liquidity as appropriate to meet asset and liability management objectives. Liquidity levels fluctuate significantly based upon the demand in the mortgage warehouse lending division.

Our primary sources of liquidity are deposits, amortization and prepayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowings. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.

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Our liquid assets, defined as cash and due from financial institutions, interest earning time deposits in other financial institutions, and the market value of unpledged securities available-for-sale, totaled $124.9 million at September 30, 2014 and constituted 24.5% of total assets at that date, compared to $131.4 million, or 24.9%, of total assets at December 31, 2013.

The Company also maintains lines of credit with the FHLB. The total of these lines of credit were $85.0 million at September 30, 2014, of which $75.0 million in FHLB advances were outstanding, including $10.0 million in overnight borrowings. The Company has additional securities and certain approved real estate loans available to pledge as collateral in order to increase our lines of credit with the FHLB. At September 30, 2014, we had $111.7 million in unpledged securities available-for-sale. The Company actively utilizes its borrowing capacity with the FHLB to manage liquidity and to provide a funding alternative to time deposits, if the FHLB’s rates and terms are more favorable. The advances from the FHLB can have maturities from overnight to multiple years. At September 30, 2014, $40.0 million of these advances were due within one year and $35.0 million had maturities greater than a year. At September 30, 2014, $25.0 million of the FHLB advances were variable-rate, of which $15.0 million are currently part of two interest rate swaps. One of the variable rate advances totaled $10.0 million and was swapped for a fixed rate of 3.69% which will mature in July 2016. The other variable rate advance totaled $5.0 million and was swapped for a fixed rate of 3.54% and will mature in September 2015. The remaining $60.0 million in FHLB advances were at fixed rates.

The Company has an accommodation from First Tennessee Bank National Association (“FTN”) to borrow federal funds up to $15.0 million. This federal funds accommodation is not a confirmed line or loan, and FTN may cancel such accommodation at any time, in whole or in part, without cause or notice, in its sole discretion. At September 30, 2014, the Company did not have an outstanding balance on this line. For the three months ended September 30, 2014, the Company did not borrow under this line.

The Company also has an agreement with Zions First National Bank (“Zions”) for an unsecured line of credit to borrow federal funds up to $9.0 million. This line of credit was established at the discretion of Zions and may be terminated at any time in its sole discretion. At September 30, 2014, the Company did not have an outstanding balance on this line. For the three months ended September 30, 2014, the Company had average borrowings totaling $626,000 with a maximum balance during the period of $8.7 million.

Federal regulations establish guidelines for calculating “risk-adjusted” capital ratios and minimum ratio requirements. Under these regulations, banks are required to maintain a total risk-based capital ratio of 8.0% of risk-weighted assets and a Tier 1 risk-based capital ratio (primarily total shareholders’ equity less intangible assets) of at least 4.0% of risk-weighted assets. The Bank had total and Tier 1 risk-based capital ratios of 19.2% and 18.1%, respectively, at September 30, 2014, and was “well-capitalized” under the regulatory guidelines.

In addition, regulators have adopted a minimum leverage ratio standard for Tier 1 capital to average assets. The minimum ratio for top-rated institutions may be as low as 3%. However, regulatory agencies have stated that most institutions should maintain ratios at least 1 to 2 percentage points above the 3% minimum. As of September 30, 2014, the Bank’s leverage ratio was 12.4%. Capital levels for the Bank remain above the established regulatory capital requirements.

In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the new rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development, or construction of real property. The final rule also requires unrealized gains and losses on certain available-for-sale securities investments to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

The final rule becomes effective for the Bank and the Company on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

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Impact of Inflation

The primary impact of inflation on the Bank is its effect on interest rates. The Bank’s primary source of income is net interest income, which is affected by changes in interest rates. The Bank attempts to limit the impact of inflation on its net interest margin through management of interest rate-sensitive assets and liabilities and analyses of interest rate sensitivity. The effect of inflation on premises and equipment as well as on noninterest expenses has not been significant for the periods presented.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management of Interest Rate Risk

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings.

Historically, we have relied on funding longer term higher interest-earning assets with shorter term lower interest-bearing deposits to earn a favorable net interest rate spread. As a result, we have been vulnerable to adverse changes in interest rates. Over the past several years, management has implemented an asset/liability strategy to manage, subject to our profitability goals, our interest rate risk. Among the techniques we are currently using to manage interest rate risk are: (i) expanding, subject to market conditions, our commercial real estate loans, commercial business loans and mortgage warehouse loans as they generally reprice more quickly than residential mortgage loans; (ii) selling on the secondary market most of our originations of long-term fixed-rate one- to four-family residential mortgage loans; (iii) subject to market conditions and consumer demand, originating residential adjustable rate mortgages for our portfolio; (iv) using interest rate swaps, caps or floors to hedge our assets and/or liabilities; and (v) reducing the amount of long term, fixed rate mortgage-backed and CMO securities, which are vulnerable to an increasing interest rate environment and will extend in duration. We have also used structured rates with redemption features to improve our yield and may consider interest rate swaps and other hedging instruments although we have not done so recently.

While this strategy has helped manage our interest rate exposure, it does pose risks. For instance, the prepayment options embedded in adjustable rate one- to four-family residential loans and the mortgage-backed securities and CMOs, which allow for early repayment at the borrower’s discretion may result in prepayment before the loan reaches the fully indexed rate. Conversely, in a falling interest rate environment, borrowers may refinance their loans and redeemable securities may be called. In addition, non-residential lending generally presents higher credit risks than residential one- to four-family lending.

Our Board of Directors is responsible for the review and oversight of management’s asset/liability strategies. Our Asset/Liability Committee is charged with developing and implementing an asset/liability management plan. This committee meets monthly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates. In addition, on a monthly basis, the committee reviews our current liquidity position, investment activity, deposit and loan repricing and terms, interest rate swap effectiveness testing, and Federal Home Loan Bank and other borrowing strategies.

Depending on market conditions, we often place more emphasis on enhancing net interest margin rather than matching the interest rate sensitivity of our assets and liabilities. In particular, we believe that the increased net interest income resulting from a mismatch in the maturity of our asset and liabilities portfolios can, during periods of stable interest rates, provide high enough returns to justify increased exposure to sudden and unexpected increases in interest rates. As a result of this philosophy, our results of operations will remain vulnerable to increases in interest rates.

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Quantitative Analysis

The table below sets forth, as of September 30, 2014, the estimated changes in the net interest margin and the economic value of equity that would result from the designated changes in the United States Treasury yield curve over a 12 month non-parallel ramp for The LaPorte Savings Bank. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.



Changes in Interest Rates (basis points) (1)			Estimated Increase (Decrease) in NIM							Estimated Increase (Decrease) in EVE					EVE as Percentage of Economic Value of Assets
Changes in Interest Rates (basis points) (1)	Estimated NIM (2)		Amount			Percent		Estimated EVE (3)		Amount			Percent		EVE Ratio(4)		Changes in Basis Points
(Dollars in thousands)
+300	$	16,619	$	538		3.35	%	$	76,831	$	(11,657	)	(13.17	)%	15.92	%	(1.50	)%
+200	16,465		384			2.39		82,536		(5,952		)	(6.73	)	16.81		(0.61	)
+100	16,267		186			1.16		86,684		(1,804		)	(2.04	)	17.36		(0.06	)
0	16,081		—			—		88,488		—			—		17.42		—
-100	15,497		(584		)	(3.63	)	84,491		(3,997		)	(4.52	)	16.41		(1.01	)


(1)	Assumes changes in interest rates over a 12 month non-parallel ramp.


(2)	NIM or Net Interest Margin measures The LaPorte Savings Bank’s exposure to net interest income due to changes in a forecast interest rate environment.


(3)	EVE or Economic Value of Equity at Risk measures The LaPorte Savings Bank’s exposure to equity due to changes in a forecast interest rate environment.


(4)	EVE Ratio represents Economic Value of Equity divided by the economic value of assets which should translate into built in stability for future earnings.

The table above indicates that at September 30, 2014, in the event of a 100 basis point decrease in interest rates over a 12 month non-parallel ramp, we would experience a 3.63% decrease in net interest income. In the event of a 100 basis point increase in interest rates over a 12 month non-parallel ramp, the net interest income would increase 1.16%.

The table above indicates that at September 30, 2014, in the event of a 100 basis point decrease in interest rates over a 12 month non-parallel ramp, we would experience a 4.52% decrease in economic value of equity. In the event of a 100 basis point increase in interest rates over a 12 month non-parallel ramp, the economic value would decrease 2.04% in economic value of equity.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in the economic portfolio value of equity and net interest margin require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in interest rates. In this regard, the table above assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that particular changes in interest rates occur at different times and in different amounts in response to a designed change in the yield curve for U.S. Treasuries. Furthermore, although the table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income. Finally, the above table does not take into account the changes in the credit risk of our assets which can occur in connection with changes in interest rates.

The Company has taken steps to address its exposure to rising interest rates. For instance, management executed an interest rate swap to address the exposure on its $5.0 million floating rate trust preferred debenture in April 2009 by swapping for a fixed five year effective rate of 5.54% which matured on March 26, 2014. In October 2009, the Company executed a $10.3 million interest rate swap which took $10.3 million five year floating rate brokered certificates of deposit and swapped for a fixed five year effective rate of 3.19% which matured on October 9, 2014. In February 2010, the Company executed two interest rate swaps against $15.0 million in maturing FHLB advances. The first interest rate swap was against a $10.0 million adjustable rate advance tied to the three month LIBOR plus 0.25% for six years at an effective fixed rate of 3.69% and began in July 2010. The second interest rate swap was against a $5.0 million adjustable rate advance tied to the three month LIBOR plus 0.22% for five years with an effective fixed rate of 3.54% and began in September 2010. In August 2014, the Company executed three forward starting interest rate swaps against $30.0 million in maturing FHLB advances. Each of the interest rate swaps were against $10.0 million in adjustable rate FHLB advances tied to the one month LIBOR. The first interest rate swap will begin in March 2015 for five years with an effective fixed rate of 2.085%. The second interest rate swap will begin in June 2015 for five years with an effective fixed rate of 2.228%. The third interest rate swap will begin in March 2016 for five years with an effective fixed rate of

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2.618%. Management pursued this hedging strategy to address the concern over the impact to the Company’s tangible equity from the price deterioration in the Company’s available-for-sale securities portfolio in a rising rate environment. We will continue to look for opportunities to address our exposure to rising interest rates utilizing hedging strategies in the future. We are also continuing to sell the majority of the fixed rate one- to-four family residential real estate loans originated and retain only variable-rate one- to-four family residential loans and fixed-rate one-to-four family residential loans with maximum terms of 15 years. We continue to originate the majority of commercial real estate loans at a variable rate with interest rate floors attached.


ITEM 4.	CONTROLS AND PROCEDURES

The Company has adopted disclosure controls and procedures designed to facilitate financial reporting. The Company’s disclosure controls currently consist of communications among the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, Chief Accounting Officer, and each department head to identify any transactions, events, trends, risks or contingencies which may be material to its operations. These disclosure controls also contain certain elements of the Company’s internal controls adopted in connection with applicable accounting and regulatory guidelines. In addition, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Audit Committee, and independent registered public accounting firm also meet on a quarterly basis to discuss disclosure matters. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report and found them to be effective.

The Company maintains internal control over financial reporting. There have not been any significant changes in such internal control over financial reporting in the last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


ITEM 1.	LEGAL PROCEEDINGS

As of September 30, 2014, there are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.


ITEM 1A.	RISK FACTORS

As of September 30, 2014, there were no material changes to the “Risk Factors” disclosed in the Company’s Annual Report for the year ended December 31, 2013 on Form 10-K filed on March 18, 2014. However, the risks described in our 2013 Annual Report on Form 10-K are not the only risks that we face. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(a)	Not applicable


(b)	Not applicable


(c)	The following table presents information related to purchases made by or on behalf of the Company of shares of the Company’s common stock during the periods indicated:



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1-31, 2014	2,700	$	10.94	2,700	142,300
August 1-31, 2014	142,300	11.23		142,300	—
September 1-30, 2014	—	—		—	280,832
Total	145,000	11.23		145,000	280,832


(1)	On June 4, 2014, the Company publicly announced a third share repurchase program for 145,000 shares. All 145,000 shares were purchased during the third quarter of 2014. On September 9, 2014, the Company publicly announced a fourth share repurchase program for 280,832 shares. During the third quarter of 2014, there were no repurchases under the fourth program.

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ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable


ITEM 5.	OTHER INFORMATION

None


ITEM 6.	EXHIBITS



		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials from LaPorte Bancorp, Inc.'s Form 10-Q Report for the quarterly period ended September 30, 2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

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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.




		LaPorte Bancorp, Inc.

Date:	November 13, 2014	/s/ Lee A. Brady
		Lee A. Brady
		Chief Executive Officer

Date:	November 13, 2014	/s/ Michele M. Thompson
		Michele M. Thompson
		President and Chief Financial Officer

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