Edgar Filing: NORTHWEST BANCORPORATION INC

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2011.

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission File Number: 000-24151

NORTHWEST BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

Washington

91-1574174

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

421 West Riverside, Spokane, WA 99201-0403

(Address of principal executive offices) (Zip Code)

(509) 456-8888

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

The Registrant has a single class of common stock, of which there were 3,081,748 shares issued and outstanding as of October 31, 2011.

NORTHWEST BANCORPORATION, INC.

FORM 10-Q

For the three-month and nine-month periods ended September 30, 2011

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION			3

Item 1. Financial Statements (Unaudited)			3

Consolidated Statements of Financial Condition			3

Consolidated Statements of Operations			4

Consolidated Statements of Comprehensive Income (Loss)			5

Consolidated Statements of Changes in Shareholders’ Equity			6

Consolidated Statements of Cash Flows			7

Notes to Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31

Item 3. Quantitative and Qualitative Disclosures About Market Risk			47

Item 4. Controls and Procedures			47

PART II – OTHER INFORMATION			48

Item 1. Legal Proceedings			48

Item 1A. Risk Factors			48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			48

Item 3. Defaults Upon Senior Securities			48

Item 4. (Removed and Reserved)			48

Item 5. Other Information			48

Item 6. Exhibits			48

SIGNATURES			49

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

($ in thousands)


	September 30, 2011			December 31, 2010
ASSETS
Cash and due from banks	$	16,349		$	10,813
Federal funds sold and other interest bearing deposits		11,971			5,028

Total cash and cash equivalents		28,320			15,841
Securities available for sale, at fair value		69,587			69,730
Federal Home Loan Bank stock, at cost		1,261			1,261
Loans receivable, net of allowance for loan losses $6,552 and $6,918		262,504			274,416
Loans held for sale		2,816			2,371
Premises and equipment, net		16,668			17,316
Accrued interest receivable		1,633			1,507
Foreclosed real estate		2,869			3,963
Bank owned life insurance		3,882			3,792
Other assets		3,825			4,378

TOTAL ASSETS	$	393,365		$	394,575

LIABILITIES
Deposits	$	338,223		$	346,237
Securities sold under agreements to repurchase		—			135
Accrued interest payable		482			464
Borrowed funds		13,651			9,518
Other liabilities		3,842			2,534

Total liabilities		356,198			358,888

SHAREHOLDERS’ EQUITY
Preferred stock—Series A Cumulative Perpetual; $1,000 par value; $1,000 liquidation value; 10,500 shares authorized and issued		10,219			10,131
Preferred stock—Series B Cumulative Perpetual; $0.01 par value; $1,000 liquidation value; 525 shares authorized and issued		557			566
Common stock, no par value, 5,000,000 shares authorized; 3,081,748 shares issued and outstanding		25,956			25,896
Accumulated deficit		(822	)		(175	)
Accumulated other comprehensive income (loss), net of tax effect of $-648 and $376		1,257			(731	)
Total shareholders’ equity		37,167			35,687

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	393,365		$	394,575

See accompanying notes.

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY

Consolidated Statements of Operations

($ in thousands, except per share data)


	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Interest income:
Loans, including fees	$	4,129		$	4,868	$	13,012		$	14,730
Investment securities		537			356		1,717			1,063
Federal funds sold and interest bearing deposits		6			5		12			18

Total interest income		4,672			5,229		14,741			15,811
Interest expense:
Deposits		924			1,345		3,021			4,377
Borrowed funds		99			108		247			474

Total interest expense		1,023			1,453		3,268			4,851

Net interest income		3,649			3,776		11,473			10,960
Provision for loan losses		2,531			600		4,893			2,050

Net interest income after provision for loan losses		1,118			3,176		6,580			8,910
Noninterest income:
Service charges on deposits		392			399		1,115			1,032
Gain from sale of loans, net		238			237		548			553
Gain on investment securities, net		232			64		265			382
Other noninterest income		320			263		968			956

Total noninterest income		1,182			963		2,896			2,923
Noninterest expense:
Salaries and employee benefits		1,510			1,619		4,841			4,719
Occupancy and equipment		330			305		978			918
Depreciation and amortization		298			289		901			859
Advertising and promotion		97			65		271			227
(Gain) loss on foreclosed real estate, net		(54	)		86		29			289
FDIC assessments		129			203		451			619
Other noninterest expenses		863			806		2,558			2,249

Total noninterest expense		3,173			3,373		10,029			9,880

Income (loss) before income taxes		(873	)		766		(553	)		1,953
Income tax expense (benefit)		(383	)		238		(414	)		570

Net income (loss)	$	(490	)	$	528	$	(139	)	$	1,383

Preferred stock dividends and discount accretion, net		169			170		508			508

Net income (loss) applicable to common shares	$	(659	)	$	358	$	(647	)	$	875

Earnings (loss) per common share—basic	$	(0.21	)	$	0.12	$	(0.21	)	$	0.34
Earnings (loss) per common share—diluted	$	(0.21	)	$	0.12	$	(0.21	)	$	0.34
Weighted average shares outstanding—basic		3,081,748			2,967,984		3,079,594			2,579,769
Weighted average shares outstanding—diluted		3,081,748			2,970,334		3,079,594			2,581,447

See accompanying notes.

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

($ in thousands)


	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Net income (loss)	($	490	)	$	528	($	139	)	$	1,383
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities		475			192		1,813			(52	)
Less: reclassification adjustment for gains included in net income		153			42		175			252

Other comprehensive income		628			234		1,988			200
Comprehensive income	$	138		$	762	$	1,849		$	1,583

See accompanying notes.

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Shareholders’ Equity

($ in thousands)


	Preferred Stock		Common Stock			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2009	$	10,592	$	23,269		($	443	)	$	388		$	33,806
Net income		0		0			945			0			945
Stock issued to directors		0		22			0			0			22
Issuance of common stock, net of issuance costs of $162		0		2,585			0			0			2,585
Dividends on preferred stock		0		0			(572	)		0			(572	)
Accretion of preferred stock discount, net		105		0			(105	)		0			0
Equity-based compensation expense		0		34			0			0			34
Tax effect of vested stock awards		0		(14	)		0			0			(14	)
Change in unrealized gain on securities available for sale, net of taxes		0		0			0			(1,119	)		(1,119	)

Comprehensive loss
Balance, December 31, 2010		10,697		25,896			(175	)		(731	)		35,687
Net loss		0		0			(139	)		0			(139	)
Stock issued to directors		0		21			0			0			21
Dividends on preferred stock		0		0			(429	)		0			(429	)
Accretion of preferred stock discount, net		79		0			(79	)		0			—
Equity-based compensation expense		0		39			0			0			39
Change in unrealized loss on securities available for sale, net of taxes		0		0			0			1,988			1,988

Comprehensive income
Balance, September 30, 2011	$	10,776	$	25,956		($	822	)	$	1,257		$	37,167

See accompanying notes.

NORTHWEST BANCORPORATION, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

($ in thousands)


	Nine months ended September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	($	139	)	$	1,383
Adjustments to reconcile net income to cash provided by operating activities:
Amortization of securities discounts and premiums, net		337			(25	)
Gain on sale of securities, net		(265	)		(382	)
Accretion of net deferred loan fees		(179	)		(165	)
Provision for loan losses		4,893			2,050
Origination of loans held for sale		(27,238	)		(31,368	)
Proceeds from sales of loans held for sale		27,341			28,888
Gain on sale of loans held for sale, net		(548	)		(553	)
Depreciation and amortization		901			859
Loss on disposal of premises and equipment		5			—
Provision for losses on foreclosed real estate		429			439
Gain on sale of foreclosed real estate, net		(400	)		(150	)
Increase in cash surrender value of bank owned life insurance		(90	)		(92	)
Decrease in deferred income taxes, net		288			(94	)
Equity-based compensation expense		39			26
Issuance of common stock under directors’ compensation arrangements		21			22
Change in assets and liabilities:
Accrued interest receivable		(126	)		(119	)
Other assets		(759	)		1,670
Accrued interest payable		18			(193	)
Other liabilities		879			116

Net cash provided by operating activities		5,407			2,312

CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
Purchases		(23,534	)		(45,120	)
Proceeds from maturities, calls and principal repayments		20,150			22,409
Proceeds from sales		6,467			6,529
Proceeds from sale of equity investment		—			189
Net decrease in loans		6,439			20,769
Purchase of premises and equipment		(258	)		(460	)
Proceeds from sale of foreclosed real estate, net of capital improvements		1,824			1,986

Net cash provided by investing activities		11,088			6,302

CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits		(8,014	)		(1,900	)
Decrease in securities sold under agreement to repurchase		(135	)		(97	)
Proceeds from borrowed funds		7,000			—
Repayment of borrowed funds		(2,867	)		(6,058	)
Proceeds from issuance of common stock		—			2,585
Dividends paid on preferred stock		—			(72	)

Net cash used by financing activities		(4,016	)		(5,542	)

NET CHANGE IN CASH AND CASH EQUIVALENTS		12,479			3,072
Cash and cash equivalents, beginning of period		15,841			18,119

Cash and cash equivalents, end of period	$	28,320		$	21,191

SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest	$	3,250		$	5,044
Income taxes		329			574
Noncash investing and financing activities:
Increase in fair value of securities available for sale, net		1,988			200
Acquisition of real estate in settlement of loans		993			2,539
Foreclosed real estate financed in-house		234			99
Preferred stock dividend accrued but not paid		429			358

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Basis of presentation and consolidation: The consolidated financial statements include the accounts of Northwest Bancorporation, Inc. (the “Company”) and its wholly-owned subsidiary, Inland Northwest Bank (the “Bank”). All material intercompany balances and transactions have been eliminated.

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes as disclosed in the annual report on Form 10-K for the year ended December 31, 2010.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operations.

In preparing these financial statements, the Company has evaluated events and transactions subsequent to September 30, 2011 for potential recognition or disclosure. In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. The adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period. Certain reclassifications of prior period amounts have been made to conform to current classifications. These reclassifications had no effect on retained earnings or net income as previously presented.

Segment reporting: The Company has not established any independent business activity apart from acting as the parent company of the Bank. The Company and the Bank are managed as a single entity and not by departments or lines of business. Based on management’s analysis, no department or line of business meets the criteria established in Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 280, Segment Reporting, for reporting of selected information about operating segments.

New accounting pronouncements: In addition to other established accounting policies, the following is a discussion of recent accounting pronouncements:

ASU No. 2011-02 Receivables (Topic 310) – A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that the restructuring constitutes a concession, and the debtor is experiencing financial difficulties. The amendments to Topic 310 clarify the guidance on a creditor’s evaluation of whether it has granted a concession as follows: 1) if a debtor does not otherwise have access to funds at a market rate for debt with similar risk characteristics as the restructured debt, the restructuring would be considered to be at a below-market rate, which may indicate that the creditor has granted a concession; 2) a temporary or permanent increase in the contractual interest rate as a result of a restructuring does not preclude the restructuring from being considered a concession because the new contractual interest rate on the restructured debt could still be below the market interest rate for new debt with similar risk characteristics. In both of these situations, a creditor should consider all aspects of the restructuring in determining whether it has granted a concession. If a creditor determines that it has granted a concession, the creditor must make a separate assessment about whether the debtor is experiencing financial difficulties to determine whether the restructuring constitutes a troubled debt restructuring. Additionally, ASU 2011-02 clarifies that a restructuring that results in a delay in payment that is insignificant is not a concession. However, an entity should consider various factors in assessing whether a restructuring resulting in a delay in payment is insignificant.

The amendments to Topic 310 also clarify the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulties. A creditor may conclude that a debtor is experiencing financial difficulties, even though the debtor is not currently in payment default. A creditor should evaluate whether it is probable that the debtor would be in payment default on any of its debt in the foreseeable future without the modification. In addition, the amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring.

ASU No. 2011-02 is effective beginning in the third quarter of 2011 and will be applied retrospectively to the entire year. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity is expected to apply the amendments prospectively. An entity is also expected to disclose the total amount of receivables and the allowance for credit losses as of the end of the period of adoption related to those receivables that are newly considered impaired because of the provisions of this amendment. This amendment had no impact on the Company’s consolidated financial statements.

ASU No. 2011-03, Transfers and Servicing (Topic 860) – Reconsideration of Effective Control for Repurchase Agreements. In a typical repurchase transaction, an entity transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets. One of the relevant considerations for assessing effective control is the transferor’s ability to repurchase or redeem financial assets before maturity. Under this criterion, an entity must consider whether there is an exchange of collateral in sufficient amount so as to reasonably assure the arrangement’s completion on substantially the agreed terms, even in the event of the transferee’s default. That is, in order for the transferor to assert that it maintained effective control over the transferred assets, the transferor must have the ability to repurchase the same or substantially the same assets. The FASB determined that the criterion pertaining to an exchange of collateral should not be a determining factor in assessing effective control; the assessment of effective control should focus on a transferor’s contractual rights and obligations with respect to transferred financial assets, not on whether the transferor has the practical ability to perform in accordance with those rights or obligations. The FASB also concluded that the remaining criteria are sufficient to determine effective control. Consequently, the amendments remove the transferor’s ability criterion from the consideration of effective control for repurchase agreements and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity. The provisions of this ASU are effective beginning in the first quarter of 2012 and will be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. This ASU is not expected to have a significant impact on the Company’s consolidated financial statements.

ASU No. 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this ASU result in common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards (“IFRS”). Consequently, the amendments change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments in this ASU to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The provisions of this ASU are effective beginning in the first quarter of 2012 and will be applied prospectively. This ASU is not expected to have a significant impact on the Company’s consolidated financial statements.

ASU No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. Current GAAP provides three alternatives for presenting other comprehensive income and its components in financial statements. One of those presentation options is to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. This ASU eliminates that option and also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU also requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income, rather than presenting other comprehensive income in a footnote. The provisions of this ASU are effective beginning in the first quarter of 2012 and will be applied retrospectively. The Company’s presentation of consolidated comprehensive income changed in order to comply with the provisions of this ASU.

NOTE 2. Investment Securities

Securities held by the Bank have been classified in the consolidated statements of financial condition according to management’s intent, and all securities were classified as available for sale at September 30, 2011 and December 31, 2010.

The amortized cost of securities and their approximate fair values at September 30, 2011 and December 31, 2010 were as follows:


	September 30, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	($ in thousands)
State and municipal securities	$	24,132	$	1,526	$	(5	)	$	25,653
Corporate debt obligations		14,378		192		(176	)		14,394
U.S. government agency securities		10,461		120		—			10,581
Collateralized mortgage obligations		8,459		74		(42	)		8,491
SBA participation certificates		7,904		91		(5	)		7,990
Mortgage backed securities		2,348		130		—			2,478

	$	67,682	$	2,133	$	(228	)	$	69,587


	December 31, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	($ in thousands)
State and municipal securities	$	23,332	$	343	$	(676	)	$	22,999
Corporate debt obligations		11,060		40		(302	)		10,798
U.S. government agency securities		30,787		16		(679	)		30,124
Collateralized mortgage obligations		269		—		(3	)		266
SBA participation certificates		3,243		135		—			3,378
Mortgage backed securities		2,146		47		(28	)		2,165

	$	70,837	$	581	$	(1,688	)	$	69,730

The following tables show the investments’ gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	September 30, 2011
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	($ in thousands)
State and municipal securities	$	1,284	$	3	$	259	$	2	$	1,543	$	5
Corporate debt obligations		3,137		88		1,697		88		4,834		176
Collateralized mortgage obligations		5,292		42		—		—		5,292		42
SBA participation certificates		2,458		5		—		—		2,458		5

	$	12,171	$	138	$	1,956	$	90	$	14,127	$	228


	December 31, 2010
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	($ in thousands)
State and municipal securities	$	13,313	$	625	$	878	$	51	$	14,191	$	676
Corporate debt obligations		9,223		302		—		—		9,223		302
U.S. government agency securities		22,098		679		—		—		22,098		679
Collateralized mortgage obligations		266		3		—		—		266		3
Mortgage backed securities		1,728		28		—		—		1,728		28

	$	46,628	$	1,637	$	878	$	51	$	47,506	$	1,688

Management has evaluated the above securities and does not believe that any individual unrealized loss as of September 30, 2011, represents an other-than-temporary impairment (“OTTI”). The decline in fair market value of these securities was generally due to changes in market interest rates or the widening of market spreads since purchase and was not related to any known decline in the creditworthiness of the issuer. Management does not intend to sell any impaired securities nor does available evidence suggest it is more likely than not that management will be required to sell any impaired securities. Management believes there is a high probability of collecting all contractual amounts due, because the majority of the securities in the Bank’s investment portfolio are backed by government agencies or government-sponsored enterprises. However, a recovery in value may not occur for some time, if at all, and may be delayed for greater than the one-year time horizon or perhaps even until maturity. At September 30, 2011, 27 of the Bank’s securities had unrealized losses. At December 31, 2010, 112 of the Bank’s securities had unrealized losses.

Scheduled maturities of securities available for sale at September 30, 2011, are listed below according to contractual maturity date. Expected or actual maturities may differ from contractual maturities, because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Fair Value
	Amortized Cost		Fair Value
	($ in thousands)
Due within one year	$	325	$	327
Due after one year through five years		8,426		8,562
Due after five years through ten years		3,570		3,691
Due after ten years		36,650		38,048
Mortgage backed, collateralized mortgage obligation, and SBA participation certificates		18,711		18,959

	$	67,682	$	69,587

At September 30, 2011 and December 31, 2010, securities with an amortized cost of $6.3 million and $11.2 million, respectively, were pledged to secure public deposits, repurchase agreements, and for other purposes as required or permitted by law. The market value for these securities was $6.4 million and $11.0 million at September 30, 2011 and December 31, 2010, respectively.

Seven securities were sold in the nine-month period ended September 30, 2011, resulting in gross gains of $267 thousand. Eleven securities were sold in the nine-month period ended September 30, 2010, resulting in gross gains of $443 thousand and gross losses of $61 thousand.

When a security is called by the issuer prior to maturity, any remaining premium or discount is reported in noninterest income as a gain or loss. During the nine-month period ended September 30, 2011, one security was called and the unamortized premium of $2 thousand was included in the total gain on sale of securities. During the nine-month period ended September 30, 2010, all securities with early calls had no remaining unamortized premiums or discounts and therefore, the early calls had no impact on income.

Management reviews investment securities on an ongoing basis for the presence of OTTI, taking into consideration current market conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends, whether we intend to sell a security or if it is likely that we will be required to sell the security before recovery of the amortized cost basis of the investment, which may be maturity, and other factors. The evaluation includes a consideration of the risk profile specific to each class of security; for example, the contractual terms of U.S. government agency securities do not permit the issuer to settle the securities at a price less than par. The Bank’s securities portfolio does not include any private label mortgage backed securities or investments in trust preferred securities.

For debt securities, if we intend to sell the security or it is likely that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If we do not intend to sell the security and it is not likely that we will be required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income (“OCI”). Impairment losses related to all other factors are presented as separate categories within OCI. If there is an indication of additional credit losses, the security is re-evaluated accordingly to the procedures described above.

At September 30, 2011, the Bank owned $1.3 million of stock of the Federal Home Loan Bank of Seattle (“FHLB”). As a condition of membership in the FHLB, the Bank is required to purchase and hold a certain amount of FHLB stock, which is based, in part, upon the outstanding principal balance of advances from the FHLB and is calculated in accordance with the Capital Plan of the FHLB. FHLB stock has a par value of $100 per share, is carried at cost, and is subject to impairment testing per Accounting Standards Codification (“ASC”) 320-10-35. The FHLB has a risk-based capital deficiency under the regulations of the Federal Housing Finance Agency (“FHFA”), its primary regulator, and therefore has suspended future dividends and the repurchase and redemption of outstanding capital stock. The FHLB has communicated that it believes the calculation of risk-based capital under the current rules of the FHFA significantly overstates the market risk of the FHLB’s private-label mortgage-backed securities in the current market environment and that it has enough capital to cover the risks reflected in the FHLB’s balance sheet. As a result, an OTTI has not been recorded for the Bank’s investment in FHLB stock. However, continued deterioration in the FHLB’s financial position may result in impairment in the value of those securities. Management will continue to monitor the financial condition of the FHLB as it relates to, among other things, the recoverability of the Bank’s investment.

NOTE 3. Loans Receivable and Allowance for Loan Losses

The Bank originates residential mortgage loans intended for sale in the secondary market. Loans held for sale are stated at the lower of cost or estimated fair value determined on an aggregate basis. Any net unrealized losses on loans held for sale are recognized through a valuation allowance by charges to income. The Bank also originates construction and land, commercial and multifamily real estate, commercial business, agricultural and consumer loans for portfolio investment. Loans receivable that have not been designated as held for sale are recorded at the principal amount outstanding. Deferred loan fees, net of costs, are amortized to maturity using the level-yield method.

Interest is accrued as earned unless management determines that the collectability of the loan or the unpaid interest is doubtful. Interest accruals are generally discontinued when loans become 90 days past due on scheduled interest payments. All previously accrued but uncollected interest is deducted from interest income upon transfer to nonaccrual status. Future collection of interest is included in interest income based upon an assessment of the likelihood that the loans will be repaid or recovered.

The following table presents the Bank’s loan balances for the periods indicated:


	September 30, 2011			December 31, 2010
	September 30, 2011			December 31, 2010
	($ in thousands)
Real estate:
Commercial	$	148,737		$	150,373
Construction and land development		28,643			40,145
Residential		31,865			35,061
Commercial and industrial		53,146			47,345
Consumer		7,097			9,026

		269,488			281,950
Allowance for loan losses		(6,552	)		(6,918	)
Net deferred loan fees		(432	)		(616	)

	$	262,504		$	274,416

Loan origination/risk management: The Bank has lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies, nonperforming loans and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions. In general, loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently and to repay their obligations as agreed. Cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and typically incorporate a personal guarantee. However, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. In the case of loans secured by real estate, the properties are diverse in terms of type, but are concentrated to a large extent in the Bank’s primary market area, which is Spokane County, Washington and Kootenai County, Idaho. This concentration may increase the Bank’s exposure to adverse economic events that affect a single market or industry. Construction loans are generally based upon estimates of costs and value associated with the complete project with repayment substantially dependent on the success of the ultimate project such as sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Bank originates consumer loans utilizing an individualized underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified as needed. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk.

The Bank’s internal audit department performs an independent review to validate the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by the Bank’s loan officers and credit personnel, as well as the Bank’s policies and procedures.

Past due and nonaccrual loans: The following table presents an age analysis of past due loans, segregated by class of loans:


	September 30, 2011
	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans
	($ in thousands)
Real estate:
Commercial	$	1,106	$	—	$	5,624	$	6,730	$	142,007	$	148,737
Construction and land development		4,203		—		275		4,478		24,165		28,643
Residential		794		20		—		814		31,051		31,865
Commercial and industrial		1,176		—		—		1,176		51,970		53,146
Consumer		156		21		28		205		6,892		7,097

	$	7,435	$	41	$	5,927	$	13,403	$	256,085	$	269,488


	December 31, 2010
	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans
	($ in thousands)
Real estate:
Commercial	$	1,202	$	132	$	3,394	$	4,728	$	145,645	$	150,373
Construction and land development		272		262		1,691		2,225		37,920		40,145
Residential		662		31		269		962		34,099		35,061
Commercial and industrial		—		—		21		21		47,324		47,345
Consumer		49		96		3		148		8,878		9,026

	$	2,185	$	521	$	5,378	$	8,084	$	273,866	$	281,950

No loans over 90 days past due were still on accrual status as of September 30, 2011 and December 31, 2010.

Nonaccrual loans, segregated by class of loans, were as follows:


	September 30, 2011		December 31, 2010
	September 30, 2011		December 31, 2010
	($ in thousands)
Real estate:
Commercial	$	6,521	$	8,661
Construction and land development		3,481		2,613
Residential		1,004		1,362
Commercial and industrial		659		21
Consumer		74		56

	$	11,739	$	12,713

If the Bank’s nonaccrual loans had performed in accordance with their original contractual terms, additional interest income of $533 thousand and $374 thousand would have been recognized for the nine-month periods ended September 30, 2011 and 2010, respectively.

Impaired loans: Loans are considered impaired when, based on current information and events, it is improbable the Bank will be able to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing interest rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are applied to principal if the loan is on nonaccrual. Impaired loans, or portions thereof, are charged off if management determines them to be uncollectible. As of September 30, 2011, the Bank’s impaired loan balances were as follows:


	September 30, 2011
	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
	($ in thousands)
Real estate:
Commercial	$	19,061	$	4,362	$	12,708	$	17,070	$	2,080
Construction and land development		15,388		9,403		3,962		13,365		725
Residential		1,794		115		1,510		1,625		349
Commercial and industrial ¹		1,868		60		1,222		1,282		467
Consumer		161		1		154		155		70

	$	38,272	$	13,941	$	19,556	$	33,497	$	3,691


	December 31, 2010
	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
	($ in thousands)
Real estate:
Commercial	$	22,586	$	2,478	$	19,664	$	22,142	$	2,393
Construction and land development		12,697		8,582		2,432		11,014		678
Residential		2,777		95		2,379		2,474		641
Commercial and industrial		1,585		717		707		1,424		416
Consumer		170		4		137		141		89

	$	39,815	$	11,876	$	25,319	$	37,195	$	4,217

¹	One loan with a USDA guarantee was included in this category net of the guarantee.

The average recorded investment in impaired loans and the related interest income recognized for cash payments received were as follows:


	Three months ended September 30,
	2011				2010
	Average Recorded Investment		Interest Income Recorded for Cash Payments Received		Average Recorded Investment		Interest Income Recorded for Cash Payments Received
	($ in thousands)
Real estate:
Commercial	$	17,427	$	246	$	17,456	$	241
Construction and land development		11,289		172		12,523		106
Residential		2,138		12		2,410		21
Commercial and industrial		2,233		82		1,591		24
Consumer		226		5		58		1

	$	33,313	$	517	$	34,038	$	393


	Nine months ended September 30,
	2011				2010
	Average Recorded Investment		Interest Income Recorded for Cash Payments Received		Average Recorded Investment		Interest Income Recorded for Cash Payments Received
	($ in thousands)
Real estate:
Commercial	$	20,286	$	797	$	13,972	$	561
Construction and land development		11,308		395		13,537		303
Residential		2,770		76		2,272		76
Commercial and industrial		2,032		127		1,768		73
Consumer		173		12		78		3

	$	36,569	$	1,407	$	31,627	$	1,016

Troubled debt restructuring (“TDR”): A troubled debt restructuring occurs when, due to a borrower’s financial difficulties, the Bank grants a concession that it would not otherwise consider. The concession can take the form of an interest rate or principal reduction or an extention of payments of principal or interest, or both. Restructured loans are included in impaired loans until such time as the restructured loan performs according to the new terms for an acceptable duration, typically one year or longer depending on the circumstances specific to each credit, and is at a market rate for a transaction of similar risk. Restructured loans performing in accordance with their new terms are not included in nonaccrual loans unless there is uncertainty as to the ultimate collection of principal or interest. The recorded investment in restructured loans was as follows:


	September 30, 2011				December 31, 2010
	Accruing Restructured Loans		Restructured Loans Included in Nonaccrual Loans		Accruing Restructured Loans		Restructured Loans Included in Nonaccrual Loans
	($ in thousands)
Real estate:
Commercial	$	8,813	$	802	$	—	$	3,972
Construction and land development		—		—		—		—
Residential		—		920		—		705
Commercial and industrial		541		—		397		—
Consumer		13		—		—		—

	$	9,367	$	1,722	$	397	$	4,677

For the nine-month periods ended September 30, 2011 and 2010, the Bank recognized interest income of approximately $404 thousand and $40 thousand, respectively, in connection with restructured accruing loans.

Troubled debt restructurings which occurred during the nine-month periods ending September 30, 2011 and 2010, were as follows:


	September 30, 2011						September 30, 2010
	Number of Contracts		Pre- modification Recorded Investment		Post- modification Recorded Investment		Number of Contracts		Pre-modification Recorded Investment		Post- modification Recorded Investment
	($ in thousands)
Real estate:
Commercial		5	$	6,301	$	6,301		—	$	—	$	—
Construction and land development		—		—		—		—		—		—
Residential		1		920		920		1		705		705
Commercial and industrial		1		288		288		3		404		404
Consumer		1		13		13		—		—		—

		8	$	7,522	$	7,522		4	$	1,109	$	1,109

In each case, the loans listed above were modified to allow the borrower an additional period of interest-only payments, and in some cases, the interest rate was decreased. The Bank is not committed to lend additional funds to debtors whose loans have been restructured. As a result of the amendments adopted with ASU No. 2011-02, the Bank reassessed all restructurings that occurred on or after the beginning of the the current fiscal year for identification as troubled debt restructurings. No newly impaired loans resulted from this assessment.

Troubled debt restructurings for which there was a payment default during the nine-month periods ending September 30, 2011 and 2010, were as follows:


	September 30, 2011				September 30, 2010
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
	($ in thousands)
Real estate:
Commercial		2	$	1,553		—	$	—
Construction and land development		—		—		—		—
Residential		—		—		—		—
Commercial and industrial		—		—		1		123
Consumer		1		13		—		—

		3	$	1,566		1	$	123

Restructured loans for which there was a payment default during the period are included in the calculation of the allowance for loan losses as is deemed appropriate for each defaulted credit.

Credit Quality Indicators: The Bank utilizes a risk grading matrix to assign a risk grade to each loan. Loans are graded on a scale of 1 to 10. The ten risk rating categories can be generally described by the following groupings for non-homogeneous loans:

Pass/Watch – These loans range from minimal credit risk to lower than average, but still acceptable, credit risk.

Special Mention – A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the Bank’s credit position at some future date. They contain unfavorable characteristics and are generally undesirable. Loans in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of a Substandard classification. A Special Mention loan has potential weaknesses such as inadequate working capital or underperformance compared to plan, which if not checked or corrected, weaken the asset or inadequately protect the Bank’s position at some future date. Unlike a Substandard credit, there should be a reasonable expectation that these temporary issues will be corrected in a reasonable period of time, without liquidation of assets and within the normal course of business.

Substandard – A Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of Substandard loans, does not have to exist in individual assets classified as Substandard. Loans are classified as Substandard when they have unsatisfactory characteristics causing unacceptable levels of risk, such as cash flow trends that are of a magnitude as to jeopardize current and future payments, or prolonged unsuccessful business operations or economic trends to which the borrower has not been able to adjust. The likely need to liquidate assets to correct the problem, rather than repayment from successful operations is a key distinction between Special Mention and Substandard.

Doubtful/Loss – Loans classified as Doubtful have all the same weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work towards strengthening of the loan, classification as a Loss (and immediate charge-off) is deferred until a more exact status may be determined. Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, and perfection of liens on additional collateral and refinancing plans. A Loss rating is assigned to loans considered uncollectible and of such little value that the continuance as an active Bank asset is not warranted. This rating does not mean that the loan has no recovery or salvage value, but rather that the loan should be charged off now, even though partial or full recovery may be possible in the future.

The following table summarizes the Bank’s internal risk rating by loan class:


	September 30, 2011
	Pass/Watch		Special Mention		Substandard		Doubtful/Loss		Total Loans
	($ in thousands)
Real estate:
Commercial	$	118,108	$	10,315	$	20,314	$	—	$	148,737
Construction and land development		11,627		4,220		12,796		—		28,643
Residential		28,211		1,865		1,789		—		31,865
Commercial and industrial		48,518		1,558		3,070		—		53,146
Consumer		6,863		78		156		—		7,097

	$	213,327	$	18,036	$	38,125	$	—	$	269,488


	December 31, 2010
	Pass/Watch		Special Mention		Substandard		Doubtful/Loss		Total Loans
	($ in thousands)
Real estate:
Commercial	$	113,338	$	9,075	$	27,960	$	—	$	150,373
Construction and land development		22,650		1,257		16,238		—		40,145
Residential		30,372		2,143		2,546		—		35,061
Commercial and industrial		38,717		7,221		1,407		—		47,345
Consumer		8,829		47		149		1		9,026

	$	213,906	$	19,743	$	48,300	$	1	$	281,950

Allowance for Loan Losses: The allowance for loan losses is a reserve established through a provision for loan losses charged to expense. The allowance for loan losses represents management’s best estimate of probable losses within the existing loan portfolio. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Bank’s allowance for loan loss methodology is based on guidance from ASC Topic 310, Receivables, and ASC Topic 450, Contingencies. The Bank’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Bank’s control, including, among other things, the performance of the Bank’s loan portfolio, the economy, changes in interest rates and the view of regulatory authorities toward loan classifications.

The Bank’s allowance for loan losses consists of two elements: (i) general valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted as necessary to reflect the impact of current economic conditions and other qualitative risk factors both internal and external to the Bank; and (ii) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans.

The allowances established for expected losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the borrower’s ability to repay; (ii) the financial condition of the borrower; (iii) the quality of the borrower’s management; (iv) the underlying collateral, if any; (v) the strength of the guarantors; (vi) the structure of the loan; (vii) the quality, availability and timeliness of financial information; and (viii) the industry and economic environment in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has been classified as Substandard or worse, a special assets officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Impairment is determined in accordance with ASC Topic 310, which specifies that a loan is impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement, including principal and interest, as scheduled in the loan agreement. Indicators of impairment include evidence the borrower is experiencing problems such as operating losses, marginal working capital, inadequate cash flow, or business interruptions; loans that are secured with collateral that is no longer readily marketable or that is subject to deterioration in realizable value; loans to borrowers in industries that are currently experiencing economic instability; and other factors. If a loan is determined to be impaired, the balance is segregated from the pool of loans and a specific valuation allowance is established by measuring the impairment. Most loans are collateral dependent and as such, impairment is measured by comparing the loan balance with the current market value of the collateral, less selling and holding costs. A deficiency is recorded as a specific valuation allowance, and is included as a component of the allowance for loan losses.

General valuation allowances are calculated based on the historical loss experience of specific types of loans, plus general economic conditions and other qualitative internal and external risk factors. The Bank calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced compared to the total population of loans in the pool. The historical loss ratios are periodically updated based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool.

Added to the Bank’s historical loss experience are metrics of general economic conditions and other qualitative risk factors both internal and external to the Bank. The risk factors believed by management to be most relevant to the loan portfolio are: (i) current unemployment levels in our operating areas, as compared to normal levels of unemployment; (ii) the current level of past due and nonaccrual loans as compared to levels during years of low charge-offs; (iii) a consideration of the trend of median home prices and foreclosure rates as they relate to construction and land loans; (iv) a consideration of the trend of new housing starts and absorption rates as they relate to construction loans; (v) commercial and apartment vacancy rates and their relationship to multi-family and other commercial real estate loans; and (vi) the change in the average risk rating of our portfolio, by loan type, as it relates to charge-off experience. Each component is used to calculate a risk factor, which is input into a “general reserve” matrix along with the historical loss rates discussed above. The total combined risk factor for each loan type is then applied to the loan balances that remain after impaired loans are segregated from the pool to determine an appropriate general valuation allowance. Management evaluates the change each one of these components has on the quality of the loan portfolio on a quarterly basis. In addition, management evaluates and documents intangible factors such as: (i) the experience, ability and effectiveness of the Bank’s lending management and staff; (ii) the effectiveness of the Bank’s loan policies, procedures and internal controls; (iii) the composition and concentrations of credit; and, (iv) the effectiveness of the internal loan review function.

Activity in the allowance for loan losses was as follows for the quarters ended September 30, 2011 and 2010:


	Quarter ended September 30, 2011
	Balance, Beginning of Period		Provision for Loan Losses			Charge-offs			Recoveries		Balance, End of Period
	($ in thousands)
Real estate:
Commercial	$	3,340	$	(102	)	$	(500	)	$	—	$	2,738
Construction and land development		924		2,679			(2,200	)		2		1,405
Residential		1,363		288			(502	)		3		1,152
Commercial and industrial		888		6			(45	)		9		858
Consumer		227		(41	)		(5	)		2		183
Unallocated		515		(299	)		—			—		216

	$	7,257	$	2,531		$	(3,252	)	$	16	$	6,552


	Quarter ended September 30, 2010
	Balance, Beginning of Period		Provision for Loan Losses			Charge-offs			Recoveries		Balance, End of Period
	($ in thousands)
Real estate:
Commercial	$	2,368	$	243		$	(31	)	$	—	$	2,580
Construction and land development		1,099		337			(152	)		—		1,284
Residential		1,218		(161	)		(58	)		3		1,002
Commercial and industrial		2,102		(348	)		(157	)		—		1,597
Consumer		152		69			(44	)		15		194
Unallocated		312		460			—			—		772

	$	7,251	$	600		$	(440	)	$	18	$	7,429

Activity in the allowance for loan losses was as follows for the nine-month periods ended September 30, 2011 and 2010:


	Nine months ended September 30, 2011
	Balance, Beginning of Period		Provision for Loan Losses			Charge-offs			Recoveries		Balance, End of Period
	($ in thousands)
Real estate:
Commercial	$	2,779	$	1,787		$	(1,828	)	$	—	$	2,738
Construction and land development		1,341		2,589			(2,527	)		2		1,405
Residential		1,081		714			(662	)		19		1,152
Commercial and industrial		1,162		(80	)		(233	)		9		858
Consumer		347		(125	)		(42	)		3		183
Unallocated		208		8			—			—		216

	$	6,918	$	4,893		$	(5,292	)	$	33	$	6,552


	Nine months ended September 30, 2010
	Balance, Beginning of Period		Provision for Loan Losses			Charge-offs			Recoveries		Balance, End of Period
	($ in thousands)
Real estate:
Commercial	$	1,269	$	1,461		$	(150	)	$	—	$	2,580
Construction and land development		1,801		313			(857	)		27		1,284
Residential		604		679			(289	)		8		1,002
Commercial and industrial		2,660		(758	)		(317	)		12		1,597
Consumer		134		197			(152	)		15		194
Unallocated		614		158			—			—		772

	$	7,082	$	2,050		$	(1,765	)	$	62	$	7,429

The Bank’s recorded investment in loans and the related allowance for loan losses by portfolio segment, disaggregated on the basis of the Bank’s impairment methodology, was as follows:


	September 30, 2011
	Collectively Evaluated for Impairment				Individually Evaluated for Impairment
	Loans		Related Allowance		Loans		Related Allowance
	($ in thousands)
Real estate:
Commercial	$	131,667	$	658	$	17,070	$	2,080
Construction and land development		15,278		680		13,365		725
Residential		30,240		803		1,625		349
Commercial and industrial		51,864		391		1,282		467
Consumer		6,942		113		155		70
Unallocated		—		215		—		—

	$	235,991	$	2,860	$	33,497	$	3,691


	December 31, 2010
	Collectively Evaluated for Impairment				Individually Evaluated for Impairment
	Loans		Related Allowance		Loans		Related Allowance
	($ in thousands)
Real estate:
Commercial	$	128,231	$	386	$	22,142	$	2,393
Construction and land development		29,131		663		11,014		678
Residential		32,587		440		2,474		641
Commercial and industrial		45,920		747		1,424		416
Consumer		8,886		258		141		89
Unallocated		—		207		—		—

	$	244,755	$	2,701	$	37,195	$	4,217

Management also evaluates the risk of loss associated with commitments to lend funds, such as with a letter or line of credit. A reserve has been established to absorb inherent losses with unfunded commitments using a blended rate of historical charge-off experience, and is monitored on a regular basis.

NOTE 4. Foreclosed Real Estate

The following table presents the changes in foreclosed real estate, net of any related valuation allowance:


	Quarter ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
	($ in thousands)						($ in thousands)
Balance, beginning of period	$	3,329		$	4,011		$	3,963		$	3,672
Transfers from loans		722			644			993			2,539
Capital improvements to property		—			—			50			—
Dispositions of property		(949	)		(479	)		(1,708	)		(1,935	)
Provision charged to income		(233	)		(139	)		(429	)		(239	)

Balance, end of period	$	2,869		$	4,037		$	2,869		$	4,037

Foreclosed real estate is carried at the lower of the recorded investment in the loan (prior to foreclosure) or the fair market value of the property less expected selling costs. Valuation allowances on foreclosed real estate are based on updated appraisals of the underlying collateral as received during the period or management’s authorization to reduce the selling price of a property during the period.

NOTE 5. Deposits

Classifications of deposits were as follows:


	September 30,		December 31,
	2011		2010
	($ in thousands)
Noninterest bearing demand deposits	$	72,263	$	69,145
Money market accounts		36,782		39,148
NOW accounts		62,216		57,878
Savings accounts		56,224		47,142
Time certificates of deposit, $100,000 and over		61,797		72,170
Time certificates of deposit, under $100,000		48,941		60,754

	$	338,223	$	346,237

NOTE 6. Borrowed Funds

Borrowed funds consist of the following:


	September 30,		December 31,
	2011		2010
	($ in thousands)
Federal Home Loan Bank advances	$	7,914	$	3,771
Junior subordinated debentures		5,155		5,155
Capital lease obligation		582		592

	$	13,651	$	9,518

FHLB advances are secured by a blanket pledge on Bank assets as well as certain specific loans.

Junior subordinated debentures: In June 2005, the Company issued junior subordinated debentures with an aggregate value of $5.16 million to Northwest Bancorporation Capital Trust I (the “Trust”), with interest fixed at 5.95% through June 30, 2010, thereafter re-pricing quarterly at three-month LIBOR plus 1.70%, which was 2.05% at September 30, 2011. The Trust issued $155 thousand of common securities to the Company and capital securities with an aggregate liquidation amount of $5 million to third-party investors. The common securities are included in “Other assets” on the consolidated statements of financial condition; the subordinated debentures are included in “Borrowed funds” on the consolidated statements of financial condition. The subordinated debentures are includable as Tier I capital for regulatory purposes. The subordinated debentures and the capital securities pay interest and dividends, respectively, on a quarterly basis, which are included in interest expense. The subordinated debentures will mature on June 30, 2035, at which time the capital securities must be redeemed. The subordinated debentures and capital securities can be redeemed prior to maturity, at the Company’s discretion, in whole or in part, beginning September 30, 2010, at par value. The Company has provided a full and unconditional guarantee of the obligations of the Trust under the capital securities in the event of default. Pursuant to ASC 810, Consolidation, the Trust is not consolidated in these financial statements.

On June 4, 2010, the Company gave written notice to the holders of its outstanding junior subordinated debentures that regularly scheduled interest payments would be deferred. Under the terms of the related trust documents, the Company is allowed to defer payments of interest for up to 20 consecutive quarterly periods without default. During the deferral period, the respective trust will likewise suspend the declaration and payment of dividends on the trust preferred securities. Also during the deferral period, the Company generally may not pay cash dividends on or repurchase its common stock or preferred stock, including the Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Series B, issued by the Company under the U.S. Department of the Treasury’s Capital Purchase Program. In addition, the Company will be restricted from making any payment on outstanding debt obligations that rank equally with, or junior to, the junior subordinated notes. As of September 30, 2011 and December 31, 2010, the accumulated deferred interest that was accrued on these securities was $216 thousand and $135 thousand, respectively.

Capital lease obligation: The capital lease obligation is related to a ground lease, with a purchase option, that the Bank entered into in early 2005 (a copy of the ground lease was filed as an Exhibit to the Company’s annual report on Form 10-KSB filed with the SEC on March 24, 2005). As a “capitalized” lease, the value of the property is included as an asset on the consolidated statements of financial condition in “Premises and equipment, net,” and the net present value of future payments is included in “Borrowed funds.”

Lines of credit: The Bank has operating lines of credit with various correspondent banks, which are detailed as follows:


	September 30, 2011				December 31, 2010
	Line Amount		Outstanding Balance		Line Amount		Outstanding Balance
	($ in thousands)
Federal Home Loan Bank	$	54,610	$	—	$	65,968	$	—
Pacific Coast Bankers Bank		10,000		—		10,000		—
Zions Bank		5,000		—		5,000		—

The FHLB line is secured by a blanket pledge on Bank assets as well as certain specific loans; advances on the FHLB line may require additional purchases of FHLB stock. The Pacific Coast Bankers Bank line is unsecured. The Zions Bank line includes $1 million that is unsecured, and the rest of the line is secured by certain investment securities.

NOTE 7. Commitments

The Bank has an agreement with the Spokane Public Facilities District (“PFD”) for the purchase of naming rights to the INB Performing Arts Center in Spokane. Under the agreement, the Bank will pay the PFD $150 thousand per year for a period of ten years. The contract expires in July 2016, however the Bank has the right to extend the contract for an additional ten years at an annual rate that will not exceed the current annual rate by more than twenty percent. Expenses related to the agreement are recognized as “Other noninterest expenses” in the consolidated statements of operations.

The Bank leases its principal office and main branch, which is located in the Paulsen Center Building in downtown Spokane. The lease is for a 10-year term with additional renewal options. The initial lease rate is $30,839 per month and escalates approximately 3% per year. A copy of the lease agreement has been filed as Exhibit 99.1 to the current report on Form 8-K filed by the Company with the SEC on May 11, 2009.

NOTE 8. Income Taxes

The Company’s normal, expected statutory income tax rate is 36.0%, representing a blend of the statutory federal income tax rate of 34.0% and apportioned effects of the Idaho income tax rate of 7.6%. The ratio of tax expense (benefit) to the net income (loss) before tax on the Statement of Operations (referred to as the effective tax rate) differs substantially from statutory tax rates due to permanent differences arising primarily from nontaxable interest income on state and municipal securities and nontaxable increases in the value of bank owned life insurance. The differences between tax expense (benefit) at the statutory rates and actual tax expense (benefit) on the Statement of Operations were as follows:


	September 30, 2011			September 30, 2010
	($ in thousands)
Federal income tax expense (benefit) at statutory rate	$	(189	)	$	664
Effect of tax-exempt interest income		(183	)		(158	)
Effect of nondeductible interest expense		10			12
Effect of other nondeductible expenses		9			10
Effect of state income tax expense (benefit)		(28	)		32
Other		(33	)		10

Income tax expense (benefit)	$	(414	)	$	570

During 2009, the Company recorded a valuation allowance of $742 thousand against a portion of its deferred tax assets due to uncertainty about the Company’s ability to generate future taxable income sufficient to realize the benefits of temporary deductible differences that could not have been realized through carry-backs to prior years or through the reversal of future temporary taxable differences. Due to the ongoing weakness in the economy and its affect on credit quality, uncertainty remains about the extent to which a pattern of future taxable income will be established. Accordingly, the Company continued to maintain a valuation allowance of $742 thousand as of September 30, 2011.

The Company follows the provisions of ASC 740, Income Taxes, relating to the accounting for uncertainty in income taxes. The Company periodically reviews its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This review takes into consideration the status of current taxing authorities’ examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment.

The Company had no unrecognized tax benefits at September 30, 2011 or December 31, 2010. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the periods ended September 30, 2011 and December 31, 2010, the Company recognized no interest and penalties. The Company is no longer subject to U.S. federal or Idaho State tax authority examinations for tax years before 2008.

NOTE 9. Common and Preferred Stock

Common Stock:

No cash dividends on common stock were declared during the nine-month periods ended September 30, 2011 and 2010.

On July 15, 2010, the Company concluded a rights offering to the holders of its common stock, raising $2.7 million in exchange for 686,805 shares of the Company’s common stock. Net proceeds to the Company, after expenses, were $2.6 million.

Preferred Stock:

On February 14, 2009, as part of the Capital Purchase Program of the U.S. Department of the Treasury (“Treasury”), the Company entered into a Letter Agreement incorporating an attached Securities Purchase Agreement–Standard Terms (collectively, the “Purchase Agreement”) with the Treasury. Under the Purchase Agreement, the Company agreed to issue and sell to the Treasury (i) 10,500 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), having no par value per share, and (ii) a warrant (the “Warrant”) to purchase 525.00525 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), having no par value per share, for an aggregate purchase price of $10.5 million. The Treasury immediately exercised the warrant.

The Series A Preferred Stock pays cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The Series B Preferred Stock pays a cumulative dividend of 9% per year. The Series A Preferred Stock and the Series B Preferred Stock (together, the “Preferred Stock”) may not be redeemed by the Company during the first three years following the investment by the Treasury, except with the proceeds from a “Qualified Equity Offering” (as defined in the Company’s Articles of Amendment). After three years, the Company may, at its option, redeem the Preferred Stock at the issue price, plus accrued and unpaid dividends. The Preferred Stock is generally non-voting and qualifies as Tier 1 capital.

As a result of the Company’s participation in the Capital Purchase Program, the Company is restricted from paying any dividend on its common stock unless all accrued and unpaid dividends are paid in full on the Preferred Stock. During the three year period from February 13, 2009, payment of dividends on common stock by the Company may not exceed the last annual cash dividend of $0.20 per share. Prior consent of the Treasury will be required after February 13, 2012 until February 13, 2019, for any annual increase of 3% or more in aggregate common dividends per share. After February 13, 2019, the Company will be prohibited from paying any common dividends or repurchasing any equity securities or trust preferred securities until all of the Preferred Stock has been redeemed in whole or the Treasury has transferred all of the Preferred Stock to third parties.

During the nine-month periods ended September 30, 2011 and 2010, the Company declared preferred stock dividends totaling $429 thousand each period. Subsequent to the payment made on February 16, 2010, the Company began deferring payment of dividends on its preferred stock but continues to accrue the liability for the dividends. As of September 30, 2011 and December 31, 2010, accrued and unpaid dividends totaled $930 thousand and $500 thousand, respectively.

NOTE 10. Fair Values

The Company determines the fair value of its financial instruments based on the fair value hierarchy established in ASC 820 Fair Value Measurements and Disclosures. The Standard provides enhanced guidance for measuring assets and liabilities using fair value and applies to situations where other standards require or permit assets or liabilities to be measured at fair value. ASC 820 also requires expanded disclosure of items that are measured at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings.

The following table presents estimated fair values of the Company’s financial instruments:


	September 30, 2011				December 31, 2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	($ in thousands)
Financial Assets:
Cash and due from banks	$	16,349	$	16,349	$	10,813	$	10,813
Federal funds sold and other interest bearing deposits		11,971		11,971		5,028		5,028
Securities available for sale		69,587		69,587		69,730		69,730
Federal Home Loan Bank stock		1,261		1,261		1,261		1,261
Loans receivable, net		262,504		266,877		274,416		280,075
Loans held for sale		2,816		2,816		2,371		2,371
Bank owned life insurance		3,882		3,882		3,792		3,792
Financial Liabilities:
Deposits		338,223		339,579		346,237		347,504
Securities sold under agreements to repurchase		—		—		135		135
Borrowed funds		13,651		11,582		9,518		7,010

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring basis:


	September 30, 2011
	Total		Level 1		Level 2		Level 3
	($ in thousands)
Securities available for sale:
U.S. government agency securities	$	10,581	$	—	$	10,581	$	—
State and municipal securities		25,653		—		25,653		—
Corporate debt obligations		14,394		—		14,394		—
SBA participation certificates		7,990		—		7,990		—
Mortgage backed securities		2,478		—		2,478		—
Collateralized mortgage obligations		8,491		—		8,491		—

	December 31, 2010
	Total		Level 1		Level 2		Level 3
	($ in thousands)
Securities available for sale:
U.S. government agency securities	$	30,124	$	—	$	30,124	$	—
State and municipal securities		22,999		—		22,999		—
Corporate debt obligations		10,798		—		10,798		—
SBA participation certificates		3,378		—		3,378		—
Mortgage backed securities		2,165		—		2,165		—
Collateralized mortgage obligations		266		—		266		—

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and due from banks, interest bearing deposits and federal funds sold: The carrying amount approximates fair value because of the short maturity of these investments.

Securities: The fair values of marketable securities are based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

FHLB stock: The fair value is based upon the par value of the stock, which equates to its carrying value.

Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as real estate, commercial and industrial, and consumer. Each loan category is further segmented into fixed and adjustable rate interest terms. The fair values for fixed-rate loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. For variable rate loans that re-price frequently and have no significant change in credit risk, fair values are based on carrying values.

Loans held for sale: Loans held for sale are considered to have a fair value that approximates carrying value.

Bank owned life insurance: The carrying amount approximates fair value.

Deposits and securities sold under agreements to repurchase: The fair value of deposits with no stated maturity, such as demand deposits, savings accounts, NOW accounts, money market accounts and securities sold under agreements to repurchase, is equal to the amount payable on demand at the reporting date. The fair value of fixed-maturity time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Borrowed funds: The fair value of term debt and junior subordinated debentures is estimated using the discounted value of contractual cash flow based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements.

Off-balance sheet instruments: Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standings. The fair value of these commitments were not significant as of September 30, 2011 and December 31, 2010.

Valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s assumptions about market value. These two types of inputs create a fair value hierarchy. Level 1 includes quoted prices for identical instruments in active markets. Level 2 includes quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable. Level 3 includes instruments whose significant value drivers are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Amounts could be transferred between levels if the inputs used for valuation change and become more or less observable. The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the periods ended September 30, 2011 and December 31, 2010.

Certain assets are measured at fair value on a nonrecurring basis. Adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write downs of individual assets due to impairment. The following table summarizes the Company’s assets measured at fair value on a nonrecurring basis:


	September 30, 2011
	Total		Level 1		Level 2		Level 3
	($ in thousands)
Impaired loans	$	15,865	$	—	$	—	$	15,865
Foreclosed real estate		2,869		—		—		2,869

	December 31, 2010
	Total		Level 1		Level 2		Level 3
	($ in thousands)
Impaired loans	$	21,102	$	—	$	—	$	21,102
Foreclosed real estate		2,126		—		—		2,126

The losses resulting from nonrecurring fair value adjustments were as follows:


	September 30,		September 30,
	2011		2010
	($ in thousands)
Impaired loans	$	5,093	$	2,333
Foreclosed real estate		29		89

Loans: The loan amount above represents impaired, collateral dependent loans held by the Bank at the balance sheet date that have been adjusted to fair value. When collateral dependent loans are identified as impaired, the impairment is measured using the current fair value of the collateral securing these loans, less selling costs. The fair value of real estate collateral is determined using independent appraisals. The fair value of business equipment, inventory and accounts receivable collateral is typically based on the net book value on the business’ financial statements, but in some cases, an appraisal is obtained for equipment and inventory. Appraised and reported values are discounted based on management’s review and analysis, which may include historical knowledge, changes in market conditions, estimated selling and other anticipated costs, and/or expertise and knowledge of the client and the client’s business. The loss represents charge-offs or impairments on collateral dependent loans for adjustments made based on the fair value of the collateral.

Foreclosed real estate: The amount shown above represents impaired real estate properties that have been adjusted to fair value, which is typically determined using an independent appraisal. At the time of foreclosure, these assets are measured and recorded at the lower of carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically re-assesses the value so that the property is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Appraised values may be discounted based on management’s review and analysis, which may include historical knowledge, changes in market conditions, estimated selling and other anticipated costs, and/or expertise and knowledge of the client and the client’s business. Fair value adjustments on foreclosed real estate are recognized in the consolidated statements of operations. The net (gain) loss represents impairments on foreclosed real estate made based on the fair value of the property.

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

Northwest Bancorporation, Inc. (the “Company”) is a bank holding company headquartered in Spokane, Washington, and was incorporated in 1991 under the laws of the State of Washington. The Company’s wholly-owned subsidiary, Inland Northwest Bank (the “Bank”), is a Washington state-chartered bank, through which substantially all business is conducted. The Bank offers a broad range of banking services to businesses and consumers throughout Spokane County, Washington, and Kootenai County, Idaho.

Forward-Looking Statements

From time to time, the Company and its senior managers have made and will make forward-looking statements that are not historical facts and that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company’s future operating results. When used in this report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Management may make forward-looking statements regarding projected sources of funds, use of proceeds, availability of acquisition and growth opportunities, ability to repay government funds, payment of dividends, adequacy of the Company’s allowance for loan losses and provision for loan losses, the Company’s real estate portfolio and subsequent charge-offs. Such statements may be contained in this report and in other documents that the Company files with the SEC. Such statements may also be made by the Company and its senior managers in oral or written presentations to analysts, investors, the media and others.

Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These include but are not limited to:

•

the inflation, interest rate levels and market and monetary fluctuations;

•

trade, monetary and fiscal policies and laws, including interest rate policies of the federal government;

•

applicable laws and regulations and legislative or regulatory changes;

•

the timely development and acceptance of new products and services of the Company;

•

the willingness of customers to substitute competitors’ products and services for the Company’s products and services;

•

the financial condition of the Company’s borrowers and lenders;

•

the Company’s success in gaining regulatory approvals, when required;

•

technological and management changes;

•

growth and acquisition strategies;

•

the Company’s critical accounting policies and the implementation of such policies;

•

lower-than-expected revenue or cost savings or other issues in connection with mergers and acquisitions;

•

changes in consumer spending and saving habits;

•

the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; and

•

the Company’s success at managing the risks involved in the foregoing.

This list of factors is not complete and additional information about risks of the Company achieving results suggested by any forward-looking statements may be found under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, as updated regularly in the Company’s filings with the SEC. Unless legally required, the Company disclaims any obligation to update any forward-looking statements. You should consider any forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report and in the Company’s 2010 Annual Report on Form 10-K.

Summary of Critical Accounting Policies

The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. The accounting policies that the Company’s management have identified as critical to understanding the Company’s financial statements and operating results are described in Note 1 of the Notes to Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2010. There have been no significant changes in our application of accounting policies since December 31, 2010.

Financial Highlights

The table below summarizes the Company’s financial performance for the three-month and nine-month periods ended September 30, 2011 and 2010:


	Three months ended September 30,									Nine months ended September 30,
	2011			2010			% Change			2011			2010			% Change
	($ in thousands, except per share data)
Results of Operations:
Interest income	$	4,672		$	5,229			-10.7	%	$	14,741		$	15,811			-6.8	%
Interest expense		1,023			1,453			-29.6	%		3,268			4,851			-32.6	%

Net interest income		3,649			3,776			-3.4	%		11,473			10,960			4.7	%
Provision for loan losses		2,531			600			321.8	%		4,893			2,050			138.7	%

Net interest income after provision for loan losses		1,118			3,176			-64.8	%		6,580			8,910			-26.2	%
Noninterest income		1,182			963			22.7	%		2,896			2,923			-0.9	%
Noninterest expense		3,173			3,373			-5.9	%		10,029			9,880			1.5	%

Income before income taxes		(873	)		766			-214.0	%		(553	)		1,953			-128.3	%
Income tax expense		(383	)		238			-260.9	%		(414	)		570			-172.6	%

Net income		(490	)		528			-192.8	%		(139	)		1,383			-110.1	%
Preferred stock dividends and discount accretion, net		169			170			-0.6	%		508			508			0.0	%

Net income applicable to common shares	$	(659	)	$	358			-284.1	%	$	(647	)	$	875			-173.9	%

Per Share Data:
Basic earnings per common share	$	(0.21	)	$	0.12					$	(0.21	)	$	0.34
Diluted earnings per common share	$	(0.21	)	$	0.12					$	(0.21	)	$	0.34
Book value per common share at period end	$	8.56		$	8.76					$	8.56		$	8.76
Selected Ratios:
Return on average assets		-0.68	%		0.36	%					-0.22	%		0.24	%
Return on average equity		-7.11	%		3.94	%					-2.36	%		3.27	%
Net interest margin		4.12	%		4.23	%					4.30	%		4.07	%
Efficiency ratio		65.68	%		71.18	%					69.80	%		71.17	%
Noninterest income to average assets		1.21	%		0.98	%					0.98	%		0.81	%
Noninterest expense to average assets		3.26	%		3.44	%					3.41	%		2.73	%
Ending shareholders’ equity to average assets		9.54	%		9.58	%					9.48	%		7.80	%
Nonperforming loans to gross loans		4.36	%		3.87	%					4.36	%		3.87	%
Allowance for loan losses to gross loans		2.43	%		2.50	%					2.43	%		2.50	%

Results of Operations

Earnings

The Company reported a net loss applicable to common shares of $659 thousand for the three months ended September 30, 2011, compared to net income applicable to common shares of $358 thousand for the comparable period in 2010. The third quarter loss resulted in net loss applicable to common shares of $647 thousand for the first nine months of 2011, compared to net income applicable to common shares of $875 thousand for first nine months of 2010. Operating results during the third quarter of 2011 were adversely affected by increases to the provision for loan losses due to higher levels of loan delinquencies and net charge-offs. The provision for loan losses increased to $2.5 million for the quarter ended September 30, 2011, compared to $600 thousand for the same period in 2010. The provision for loan losses was $4.9 million for the nine months ended September 30, 2011, compared to $2.1 million for the same period in 2010. The significant increase in the provision for loan losses during the third quarter of 2011 was attributable to one loan that became impaired during the quarter.

The return on average assets was -0.68% and 0.36% for the three-month periods ended September 30, 2011 and 2010, and -0.22% and 0.24% for the nine-month periods ending on the same dates, respectively. The return on average equity was -7.11% and 3.94% for the three-month periods ended September 30, 2011 and 2010, and -2.36% and 3.27% for the nine-month periods ending on the same dates, respectively.

Net Interest Income

The principal component of the Company’s earnings is its net interest income. Net interest income is the difference between the income earned on assets and the interest paid on deposits and on borrowings used to support such assets. Net interest income is determined by the yields earned on the Company’s interest earning assets and the rates paid on its interest bearing liabilities, the relative amounts of interest earning assets and interest bearing liabilities, and the degree of mismatch and the maturity and re-pricing characteristics of its interest earning assets and interest bearing liabilities. The total interest earning assets yield less the total interest bearing liabilities rate represents the Company’s net interest rate spread.

Average Balances, Rates, and Interest Income and Expenses. The tables below set forth certain information related to the Company’s average balance sheet and its average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities.

The following table presents a summary of the net interest income and net interest margin for the three months ended September 30, 2011 and 2010:


	Three months ended September 30,
	2011								2010
	Average Balance			Interest Income or Expense ⁽¹⁾		Average Yield or Cost			Average Balance			Interest Income or Expense⁽¹⁾		Average Yield or Cost
	($ in thousands)
ASSETS
Loans, gross^{(2) (3)}	$	275,411		$	4,129		6.00	%	$	306,022		$	4,868		6.36	%
Investment securities		68,325			537		3.14	%		40,011			356		3.56	%
FHLB stock		1,261			—		0.00	%		1,261			—		0.00	%
Federal funds sold and interest bearing deposits		9,565			6		0.25	%		10,133			5		0.20	%

Total interest earning assets		354,562			4,672		5.27	%		357,427			5,229		5.85	%
Allowance for loan losses		(7,015	)							(7,476	)
Cash and due from banks		12,568								11,871
Other non-earning assets		29,487								30,720

Total assets	$	389,602							$	392,542

LIABILITIES AND SHAREHOLDERS’ EQUITY
NOW accounts		57,976			249		1.72	%		56,400			272		1.93	%
Money market accounts		39,176			46		0.47	%		34,337			82		0.96	%
Savings accounts		56,928			90		0.63	%		43,707			91		0.83	%
Time certificates of deposit		112,292			539		1.92	%		140,496			900		2.56	%

Total interest bearing deposits		266,372			924		1.39	%		274,940			1,345		1.96	%
Securities sold under repurchase agreements		—			—		0.00	%		159			—		0.00	%
Borrowed funds		8,648			72		3.33	%		8,179			80		3.91	%
Junior subordinated debentures		5,155			27		2.10	%		5,155			28		2.17	%

Total borrowed funds		13,803			99		2.87	%		13,493			108		3.20	%

Total interest bearing liabilities		280,175			1,023		1.46	%		288,433			1,453		2.02	%
Demand deposits		68,631								65,641
Other liabilities		3,705								2,085
Shareholders’ equity		37,091								36,383

Total liabilities and shareholders’ equity	$	389,602							$	392,542

Net interest income				$	3,649							$	3,776

Net interest spread							3.81	%							3.83	%

Net interest income to average earning assets (margin)							4.12	%							4.23	%

Comments:

(1)	There are no tax equivalency adjustments.

(2)	Nonaccrual loans are included in average loan balances.

(3)	Loan fee income in the amount of $72 thousand and $54 thousand is included in loan interest income for 2011 and 2010, respectively.

During the three months ended September 30, 2011 and 2010, net interest income was $3.6 million and $3.8 million, respectively. This $127 thousand, or 3.4%, decrease in net interest income resulted from interest income declining at a faster rate than interest expense as well as from a change in the mix of interest earning assets and interest bearing liabilities. The net interest margin declined 11 basis points from 4.23% to 4.12% for the three-month periods ending September 30, 2010 and 2011, respectively.

The following table presents a summary of the net interest income and net interest margin for the nine months ended September 30, 2011 and 2010:


	Nine months ended September 30,
	2011								2010
	Average Balance			Interest Income or Expense⁽¹⁾		Average Yield or Cost			Average Balance			Interest Income or Expense⁽¹⁾		Average Yield or Cost
	($ in thousands)
ASSETS
Loans, gross^{(2) (3)}	$	278,810		$	13,012		6.22	%	$	310,848		$	14,730		6.32	%
Investment Securities		69,178			1,717		3.31	%		36,101			1,063		3.93	%
FHLB stock		1,261			—		0.00	%		1,261			—		0.00	%
Federal funds sold and interest bearing deposits		6,573			12		0.24	%		10,511			18		0.23	%

Total interest earning assets		355,822			14,741		5.52	%		358,721			15,811		5.88	%
Allowance for loan losses		(6,742	)							(7,416	)
Cash and due from banks		12,869								11,017
Other non-earning assets		30,312								119,794

Total assets	$	392,261							$	482,116

LIABILITIES AND SHAREHOLDERS’ EQUITY
NOW accounts		58,299			840		1.92	%		48,298			598		1.65	%
Money market accounts		40,875			179		0.58	%		30,450			229		1.00	%
Savings accounts		53,324			275		0.69	%		45,022			331		0.98	%
Time certificates of deposit		119,107			1,727		1.93	%		152,392			3,219		2.82	%

Total interest bearing deposits		271,605			3,021		1.48	%		276,162			4,377		2.11	%
Securities sold under repurchase agreements		17			—		0.00	%		219			—		0.00	%
Borrowed funds		5,904			166		3.75	%		10,189			291		3.81	%
Junior subordinated debentures		5,155			81		2.10	%		5,155			183		4.73	%

Total borrowed funds		11,076			247		2.97	%		15,563			474		4.06	%

Total interest bearing liabilities		282,681			3,268		1.54	%		291,725			4,851		2.22	%
Demand deposits		69,626								62,968
Other liabilities		3,362								91,724
Shareholders’ equity		36,592								35,699

Total liabilities and shareholders’ equity	$	392,261							$	482,116

Net interest income				$	11,473							$	10,960

Net interest spread							3.98	%							3.66	%

Net interest income to average earning assets (margin)							4.30	%							4.07	%

Comments:

(1)	There are no tax equivalency adjustments.

(2)	Nonaccrual loans are included in average loan balances.

(3)	Loan fee income in the amount of $296 thousand and $259 thousand is included in loan interest income for 2011 and 2010, respectively.

During the nine months ended September 30, 2011 and 2010, net interest income was $11.5 million and $11.0 million, respectively. This $513 thousand, or 4.7%, increase in net interest income resulted from interest expense declining at a faster rate than interest income as well as from a change in the mix of interest earning assets and interest bearing liabilities. The net interest margin improved 23 basis points from 4.07% to 4.30% for the nine-month periods ending September 30, 2010 and 2011, respectively.

Interest income for the nine months ended September 30, 2011 was $14.7 million, representing a decrease of $1.1 million, or 6.8%, compared to the same period in 2010. The decrease in interest income is related to a change in the mix of interest earning assets and a decrease in yield on loans and investments. Loans, the highest yielding component of earning assets, represented 78.4% of average earning assets during the first nine months of 2011, compared to 86.7% during the first nine months of 2010. The average yield on loans decreased 10 basis points to 6.22% for the first nine months of 2011 from 6.32% for the comparable period in 2010. The reduction in loan yield combined with a $32.0 million, or 10.3%, decrease in average loan balances resulted in interest income on loans decreasing $1.7 million, or 11.7%. Average investment securities increased $33.1 million, or 91.6%, from September 30, 2010 to September 30, 2011, as a result of moderate loan demand. The yield on securities decreased 62 basis points from 3.93% for the nine months ended September 30, 2010, to 3.31% for the comparable period in 2011. The increase in investment securities combined with the decrease in yield on securities resulted in an improvement in investment income of $654 thousand, or 61.5%.

Interest expense for the nine months ended September 30, 2011, was $3.3 million, representing a decrease of $1.6 million, or 32.6%, compared to $4.9 million for the same period in 2010. This improvement in interest expense was impacted by reductions in and re-pricing of time certificates of deposit, by reductions in rates paid on money market and savings accounts, and by paydowns of borrowed funds. The decrease in interest expense was partially offset by an increase in interest expense for NOW accounts, which was the result of a campaign to increase core deposits by offering higher than market rates on these accounts. The Bank expects to continue to see reductions in interest expense in the near-term as time certificates of deposit continue to re-price to the lower rates currently offered by the Bank. Overall, the average cost of deposits improved 63 basis points from 2.11% for the nine months ended September 30, 2010, to 1.48% for the comparable period in 2011. Interest expense on junior subordinated debentures decreased $102 thousand, or 55.7%, because the interest rate, which had been fixed at 5.95% through June 30, 2010, now re-prices quarterly at the 3-month LIBOR rate plus 170 basis points.

Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate/volume column shows the effects attributable to changes in both rate and volume (changes in rate multiplied by changes in volume).


	Three months ended September 30 2011 over 2010												Nine months ended September 30 2011 over 2010
	Increase (Decrease) Due to Changes in												Increase (Decrease) Due to Changes in
	Volume			Rate			Rate/ Volume			Total			Volume			Rate			Rate/ Volume			Total
	($ in thousands)
Interest earning assets
Loans	$	(487	)	$	(275	)	$	23		$	(739	)	$	(1,519	)	$	(233	)	$	34		$	(1,718	)
Investment securities		252			(42	)		(29	)		181			975			(168	)		(153	)		654

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