Date: April 3, 2006
Contact: Neal A. Petrovich, Senior Vice President and Chief Financial Officer
434-773-2242 petrovichn@amnb.com
Traded: NASDAQ National Market Symbol: AMNB
AMERICAN NATIONAL BANKSHARES INC. COMPLETES ACQUISITION OF COMMUNITY FIRST FINANCIAL
CORPORATION

Danville, VA -- American National Bankshares Inc. (NASDAQ: AMNB), parent company of American National Bank and Trust
Company, has completed its previously announced acquisition of Community First Financial Corporation (“CF”), parent company of Community First Bank, effective April 1, 2006. In connection with the merger, American National is issuing approximately 748,000 shares of its common stock along with approximately $17.0 million in cash for all the outstanding shares of Community First. Additionally, Community First Bank was merged with and into American National Bank and Trust Company effective April 1, 2006.

The acquired banking offices will continue to operate under the name Community First Bank, a division of American National Bank and Trust Company, until May 5, 2006. On May 5, the Community First Bank’s data will be converted to American National’s systems and the new offices will begin operating under the name American National Bank and Trust Company.
Community First Bank operates four offices serving the city of Lynchburg, Virginia and the counties of Bedford, Campbell, and Nelson. As of December 31, 2005, CF reported consolidated assets of $162.5 million, loans of $138.4 million, and deposits of $139.0 million.

“We are pleased to complete the acquisition of Community First,” stated Charles H. Majors, President and Chief Executive Officer, “and we welcome our new customers, employees, and shareholders. We will strive every day to be the bank of choice for our customers, the employer of choice for our employees, and the investment of choice for our shareholders.”

About American National

American National Bankshares Inc. is the holding company of American National Bank and Trust Company, a community bank
which now has nineteen full service offices serving the areas of Danville, Pittsylvania County, Martinsville, Henry County, South Boston, Halifax County, Lynchburg, Bedford, Bedford County, Campbell County, and portions of Nelson County in Virginia, along with portions of Caswell County in North Carolina. The Bank also operates a loan production office in Greensboro, North Carolina.

American National Bank and Trust Company provides a full array of financial products and services, including commercial,
mortgage, and consumer banking; trust and investment services; and insurance. Services are also provided through twenty-three ATMs, “AmeriLink” Internet banking, and 24-hour “Access American” phone banking. Additional information is available on the Bank’s website at www.amnb.com. The shares of American National Bankshares Inc. are traded on the NASDAQ National Market under the symbol “AMNB.”

This press release may contain “forward-looking statements,” within the meaning of federal securities laws that involve
significant risks and uncertainties. Statements herein are based on certain assumptions and analyses by the Corporation and are factors it believes are appropriate in the circumstances. Actual results could differ materially from those contained in or implied by Date: April 3, 2006

Contact: Neal A. Petrovich, Senior Vice President and Chief Financial Officer
434-773-2242 petrovichn@amnb.com
Traded: NASDAQ National Market Symbol: AMNB

such statements for a variety of reasons including, but not limited to: changes in interest rates; changes in accounting principles, policies, or guidelines; significant changes in the economic scenario;; significant changes in regulatory requirements; and significant changes in securities markets. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language in the Corporation’s most recent Form 10-K report and other documents filed with the Securities and Exchange Commission. American National Bankshares Inc. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
https://www.sec.gov/Archives/edgar/data/741516/000074151606000024/apr042006_newsrelease.pdf

 

10-K 1 amnb-12312015x10k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
Commission file number 0-12820
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
Virginia

54-1284688
(State of incorporation)

(I.R.S. Employer Identification No.)
628 Main Street, Danville, VA

24541
(Address of principal executive offices)

(Zip Code)
434-792-5111
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class

Name of Exchange on Which Registered
Common Stock, $1 par value

NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
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 þ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 þ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☐
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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2015, based on the closing price, was $190,436,023.
The number of shares of the registrant's common stock outstanding on March 7, 2016 was 8,610,721.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held on May 17, 2016, are incorporated by reference in Part III of this report.

1

CROSS REFERENCE INDEX



PART I

PAGE
ITEM 1
Business
3
ITEM 1A
Risk Factors
13
ITEM 1B
Unresolved Staff Comments
None
ITEM 2
Properties
21
ITEM 3
Legal Proceedings
22
ITEM 4
Mine Safety Disclosures
22


PART II


ITEM 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
23
ITEM 6
Selected Financial Data
26
ITEM 7
Management's Discussion and Analysis of Financial Condition and Results of Operations
27
ITEM 7A
Quantitative and Qualitative Disclosures About Market Risk
50
ITEM 8
Financial Statements and Supplementary Data
51

Reports of Independent Registered Public Accounting Firm
52

Consolidated Balance Sheets at December 31, 2015 and 2014
55

Consolidated Statements of Income for the years ended December 31, 2015, 2014, and 2013
56

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013
57

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2015, 2014, and 2013
58

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
59

Notes to Consolidated Financial Statements
60
ITEM 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None
ITEM 9A
Controls and Procedures
108

Management's Report on Internal Control over Financial Reporting
108
ITEM 9B
Other Information
None


PART III


ITEM 10
Directors, Executive Officers and Corporate Governance
*
ITEM 11
Executive Compensation
*
ITEM 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
*
ITEM 13
Certain Relationships and Related Transactions, and Director Independence
*
ITEM 14
Principal Accountant Fees and Services
*


PART IV


ITEM 15
Exhibits and Financial Statement Schedules
109
_______________________________
*Certain information required by Item 10 is incorporated herein by reference to the information that appears under the headings "Election of Directors," "Election of Directors – Board Members Serving on Other Publicly Traded Company Boards of Directors," "Election of Directors – Board of Directors and Committees - The Audit Committee," "Section 16(a) Beneficial Ownership Reporting Compliance," "Report of the Audit Committee," and "Code of Conduct" in the Registrant's Proxy Statement for the 2016 Annual Meeting of Shareholders. The information required by Item 401 of Regulation S-K on executive officers is disclosed herein.
The information required by Item 11 is incorporated herein by reference to the information that appears under the headings "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation," and "Compensation Committee Report" in the Registrant's Proxy Statement for the 2016 Annual Meeting of Shareholders.
The information required by Item 12 is incorporated herein by reference to the information that appears under the heading "Security Ownership" in the Registrant's Proxy Statement for the 2016 Annual Meeting of Shareholders. The information required by Item 201(d) of Regulation S-K is disclosed herein. See Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."
The information required by Item 13 is incorporated herein by reference to the information that appears under the headings "Related Party Transactions" and "Election of Directors – Board Independence" in the Registrant's Proxy Statement for the 2016 Annual Meeting of Shareholders.
The information required by Item 14 is incorporated herein by reference to the information that appears under the heading "Independent Public Accountants" in the Registrant's Proxy Statement for the 2016 Annual Meeting of Shareholders.

2

PART I
Forward-Looking Statements
This report contains forward-looking statements with respect to the financial condition, results of operations and business of American National Bankshares Inc. (the "Company") and its wholly owned subsidiary, American National Bank and Trust Company (the "Bank"). These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and on information available to management at the time these statements and disclosures were prepared. Forward-looking statements are subject to numerous assumptions, estimates, risks, and uncertainties that could cause actual conditions, events, or results to differ materially from those stated or implied by such forward-looking statements.
A variety of factors, some of which are discussed in more detail in Item 1A – Risk Factors, may affect the operations, performance, business strategy, and results of the Company. Those factors include but are not limited to the following:
•
Financial market volatility including the level of interest rates could affect the values of financial instruments and the amount of net interest income earned;
•
General economic or business conditions, either nationally or in the market areas in which the Company does business, may be less favorable than expected, resulting in deteriorating credit quality, reduced demand for credit, or a weakened ability to generate deposits;
•
Competition among financial institutions may increase and competitors may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than the Company;
•
Businesses that the Company is engaged in may be adversely affected by legislative or regulatory changes, including changes in accounting standards;
•
The ability to retain key personnel;
•
The failure of assumptions underlying the allowance for loan losses; and
•
Risks associated with mergers, acquisitions, and other expansion activities.
ITEM 1 – BUSINESS
American National Bankshares Inc. is a one-bank holding company organized under the laws of the Commonwealth of Virginia in 1984. On September 1, 1984, the Company acquired all of the outstanding capital stock of American National Bank and Trust Company, a national banking association chartered in 1909 under the laws of the United States. American National Bank and Trust Company is the only banking subsidiary of the Company.
On July 1, 2011, the Company completed its acquisition of MidCarolina Financial Corporation ("MidCarolina") pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated December 15, 2010, between the Company and MidCarolina. MidCarolina was headquartered in Burlington, North Carolina, and engaged in banking operations through its subsidiary bank, MidCarolina Bank. The transaction has expanded the Company's footprint in North Carolina, adding eight branches in Alamance and Guilford Counties.
On January 1, 2015, the Company completed its acquisition of MainStreet BankShares, Inc. ("MainStreet") pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between the Company and MainStreet. Immediately after the merger of MainStreet into the Company, Franklin Community Bank, N.A. ("Franklin Bank"), MainStreet's wholly-owned bank subsidiary, merged with and into the Bank.
Pursuant to the MainStreet Merger Agreement, the former holders of shares of MainStreet common stock received $3.46 in cash and 0.482 shares of the Company's common stock for each share of MainStreet common stock held immediately prior to the effective date of the merger, plus cash in lieu of fractional shares. Each option to purchase shares of MainStreet common stock that was outstanding immediately prior to the effective date of the merger vested upon the merger and was converted into an option to purchase shares of the Company's common stock, adjusted based on a 0.643 exchange ratio. Each share of the Company's common stock outstanding immediately prior to the merger remained outstanding and was unaffected by the merger. The cash portion of the merger consideration was funded through a cash dividend of $6,000,000 from the Bank to the Company, and no borrowing was incurred by the Company or the Bank in connection with the merger.
MainStreet was the holding company for Franklin Bank. Immediately prior to the Company's acquisition of MainStreet on January 1, 2015, MainStreet had total net loans of approximately $122,000,000, total assets of approximately $164,000,000, and total deposits of approximately $137,000,000. Franklin Bank provided banking services to its customers from three banking offices located in Rocky Mount, Hardy, and Union Hall, Virginia, which are now branch offices of the Bank.

3

As of December 31, 2015, the operations of the Company are conducted at twenty-five banking offices and two loan production offices in Roanoke, Virginia and Raleigh, North Carolina. The Bank provides a full array of financial products and services, including commercial, mortgage, and consumer banking; trust and investment services; and insurance. Services are also provided through thirty-three Automated Teller Machines ("ATMs"), "Online Banking," and "Telephone Banking."
The Company has two reportable segments, (i) community banking and (ii) trust and investment services. For more financial data and other information about each of the Company’s operating segments, refer to “Note 21 - Segment and Related Information” of the Consolidated Financial Statements contained in Item 8 of this Form 10-K.
Competition and Markets
Vigorous competition exists in the Company's service areas. The Company competes not only with national, regional, and community banks, but also with other types of financial institutions including savings banks, finance companies, mutual and money market fund providers, brokerage firms, insurance companies, credit unions, and mortgage companies.
The Company has the largest deposit market share in the City of Danville, Virginia. The Company had a deposit market share in the Danville Micropolitan Statistical Area of 32.8% at June 30, 2015, based on Federal Deposit Insurance Corporation ("FDIC") data. The Company has the second largest deposit market share in Pittsylvania County, Virginia. The Company had a deposit market share in Pittsylvania County of 21.1% at June 30, 2015, based on FDIC data.
The Southern Virginia market, in which the Company has a significant presence, continues to experience slow economic growth, like much of the country. The region's economic base continues to be weighted toward the manufacturing sector. Although the region was negatively impacted by the elimination of many textile plant closings over several decades, the area has experienced some new manufacturing plant openings as well as job growth in the technology area. Other important industries include farming, tobacco processing and sales, food processing, and packaging tape production.
The Company's market areas in North Carolina are Alamance County and Guilford County, North Carolina, where there is strong competition in attracting deposits and making loans. Its most direct competition for deposits comes from commercial banks, savings institutions and credit unions located in the market area, including large financial institutions that have greater financial and marketing resources available to them. The Company had a deposit market share in Alamance County of 13.6% at June 30, 2015, based on FDIC data, which was the second largest of any FDIC-insured institution.
Supervision and Regulation
The Company and the Bank are extensively regulated under federal and state law. The following information describes certain aspects of that regulation applicable to the Company and the Bank and does not purport to be complete. Proposals to change the laws and regulations governing the banking industry are frequently raised in U.S. Congress, in state legislatures, and before the various bank regulatory agencies. The likelihood and timing of any changes and the impact such changes might have on the Company and the Bank are impossible to determine with any certainty. A change in applicable laws or regulations, or a change in the way such laws or regulations are interpreted by regulatory agencies or courts, may have a material impact on the business, operations, and earnings of the Company and the Bank.
American National Bankshares Inc.
American National Bankshares Inc. is qualified as a bank holding company ("BHC") within the meaning of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is registered as such with the Board of Governors of the Federal Reserve System (the "FRB"). As a bank holding company, American National Bankshares Inc. is subject to supervision, regulation and examination by the FRB and is required to file various reports and additional information with the FRB. American National Bankshares Inc. is also registered under the bank holding company laws of Virginia and is subject to supervision, regulation and examination by the Virginia State Corporation Commission (the "SCC").
Under the Gramm-Leach-Bliley Act, a BHC may elect to become a financial holding company and thereby engage in a broader range of financial and other activities than are permissible for traditional BHC's. In order to qualify for the election, all of the depository institution subsidiaries of the BHC must be well capitalized, well managed, and have achieved a rating of "satisfactory" or better under the Community Reinvestment Act (the "CRA"). Financial holding companies are permitted to engage in activities that are "financial in nature" or incidental or complementary thereto as determined by the FRB. The Gramm-Leach-Bliley Act identifies several activities as "financial in nature," including insurance underwriting and sales, investment advisory services, merchant banking and underwriting, and dealing or making a market in securities. American National Bankshares Inc. has not elected to become a financial holding company, and has no plans to become a financial holding company.

4

American National Bank and Trust Company
American National Bank and Trust Company is a federally chartered national bank and is a member of the Federal Reserve System. It is subject to federal regulation by the Office of the Comptroller of the Currency (the "OCC"), the FRB, and the FDIC.
Depository institutions, including the Bank, are subject to extensive federal and state regulations that significantly affect their business and activities. Regulatory bodies have broad authority to implement standards and initiate proceedings designed to prohibit depository institutions from engaging in unsafe and unsound banking practices. The standards relate generally to operations and management, asset quality, interest rate exposure, and capital. The bank regulatory agencies are authorized to take action against institutions that fail to meet such standards.
As with other financial institutions, the earnings of the Bank are affected by general economic conditions and by the monetary policies of the FRB. The FRB exerts a substantial influence on interest rates and credit conditions, primarily through open market operations in U.S. Government securities, setting the reserve requirements of member banks, and establishing the discount rate on member bank borrowings. The policies of the FRB have a direct impact on loan and deposit growth and the interest rates charged and paid thereon. They also impact the source, cost of funds, and the rates of return on investments. Changes in the FRB's monetary policies have had a significant impact on the operating results of the Bank and other financial institutions and are expected to continue to do so in the future; however, the exact impact of such conditions and policies upon the future business and earnings cannot accurately be predicted.
The Dodd-Frank Act
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank Act significantly restructures the financial regulatory regime in the United States and has a broad impact on the financial services industry as a result of the significant regulatory and compliance changes required under the act. While significant rulemaking under the Dodd-Frank Act has occurred, certain of the act's provisions require additional rulemaking by the federal bank regulatory agencies, a process which will take years to fully implement. The Company believes that short- and long-term compliance costs for the Company will be greater because of the Dodd-Frank Act.
A summary of certain provisions of the Dodd-Frank Act is set forth below:
Increased Capital Standards. The federal banking agencies are required to establish minimum leverage and risk-based capital requirements for banks and bank holding companies. See "Capital Requirements" below. Among other things, the Dodd-Frank Act provides for newer and stronger standards.
Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository institution's deposit insurance premiums paid to the Deposit Insurance Fund (the "DIF") will be calculated. Under the amendments, the assessment base will no longer be the institution's deposit base, but rather its average consolidated total assets less its average tangible equity during the assessment period. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. The Dodd-Frank Act also provides that depository institutions may pay interest on demand deposits.
The Consumer Financial Protection Bureau ("CFPB"). The CFPB is charged with establishing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services.
Compensation Practices. The Dodd-Frank Act provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or bank that provides an insider or other employee with "excessive compensation" or could lead to a material financial loss to such firm. In June 2010, prior to the Dodd-Frank Act, the federal bank regulatory agencies promulgated the Interagency Guidance on Sound Incentive Compensation Policies, which requires that financial institutions establish metrics for measuring the impact of activities to achieve incentive compensation with the related risk to the financial institution of such behavior.
Although a significant number of the rules and regulations mandated by the Dodd-Frank Act have been finalized, certain of the act's requirements have yet to be implemented. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the federal bank regulatory agencies in the future, the full extent of the impact such requirements will have on the operations of the Company and the Bank is unclear. The changes resulting from the Dodd-Frank Act may affect the profitability of business activities, require changes to certain business practices, impose more

5

stringent regulatory requirements or otherwise adversely affect the business and financial condition of the Company and the Bank. These changes may also require the Company to invest significant management attention and resources to evaluate and make necessary changes to comply with new statutory and regulatory requirements.
Deposit Insurance
The deposits of the Bank are insured up to applicable limits by the Deposit Insurance Fund of the FDIC and are subject to deposit insurance assessments to maintain the DIF. On April 1, 2011, the deposit insurance assessment base changed from total deposits to average total assets minus average tangible equity, pursuant to a rule issued by the FDIC as required by the Dodd-Frank Act.
The Federal Deposit Insurance Act (the "FDIA"), as amended by the Federal Deposit Insurance Reform Act and the Dodd-Frank Act, requires the FDIC to set a ratio of deposit insurance reserves to estimated insured deposits of at least 1.35%. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank's capital level and supervisory rating. On February 27, 2009, the FDIC introduced three possible adjustments to an institution's initial base assessment rate: (i) a decrease of up to five basis points for long-term unsecured debt, including senior unsecured debt (other than debt guaranteed under the Temporary Liquidity Guarantee Program) and subordinated debt and, for small institutions, a portion of Tier 1 capital; (ii) an increase not to exceed 50% of an institution's assessment rate before the increase for secured liabilities in excess of 25% of domestic deposits; and (iii) for non-Risk Category I institutions, an increase not to exceed 10 basis points for brokered deposits in excess of 10% of domestic deposits. In 2015 and 2014, the Company paid only the base assessment rate for "well capitalized" institutions, which totaled $750,000 and $647,000, respectively, in regular deposit insurance assessments.
In addition, all FDIC insured institutions are required to pay assessments to the FDIC at an annual rate of approximately one basis point of insured deposits to fund interest payments on bonds issued by the Financing Corporation, an agency of the federal government established to recapitalize the predecessor to the Savings Association Insurance Fund. These assessments will continue until the Financing Corporation bonds mature in 2017 through 2019.
Capital Requirements
The FRB, the OCC and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to all banks and bank holding companies. In addition, those regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels because of its financial condition or actual or anticipated growth. Under the risk-based capital requirements of these federal bank regulatory agencies that were effective through December 31, 2015, American National Bankshares Inc. and American National Bank were required to maintain a minimum ratio of total capital (which is defined as core capital and supplementary capital less certain specified deductions from total capital such as reciprocal holdings of depository institution capital instruments and equity investments) to risk-weighted assets of at least 8.0%. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet activities, recourse obligations, residual interests and direct credit substitutes, were multiplied by a risk-weight factor assigned by the capital regulation based on the risks believed inherent in the type of asset.
On June 7, 2012, the FRB issued a series of proposed rules intended to revise and strengthen its risk-based and leverage capital requirements and its method for calculating risk-weighted assets. The rules were proposed to implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. On July 2, 2013, the Federal Reserve approved certain revisions to the proposals and finalized new capital requirements for banking organizations.
Effective January 1, 2015, the final rules required the Company and the Bank to comply with the following new minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6% of risk-weighted assets (increased from the prior requirement of 4%); (iii) a total capital ratio of 8% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4% of total assets (unchanged from the prior requirement). These are the initial capital requirements, which will be phased in over a four-year period. When fully phased in on January 1, 2019, the rules will require the Company and the Bank to maintain (i) a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% "capital conservation buffer" (which is added to the 4.5% common equity Tier 1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation), and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets.

6

The Tier 1 and total capital to risk-weighted asset ratios of the Company were 15.23% and 16.34%, respectively, as of December 31, 2015, thus exceeding the minimum requirements. The common equity Tier 1 capital ratio of the Company was 12.88% and the Bank was 14.58% as of December 31, 2015. The Tier 1 and total capital to risk-weighted asset ratios of the Bank were 14.58% and 15.67%, respectively, as of December 31, 2015 also exceeding the minimum requirements.
The capital conservation buffer requirement will be phased in beginning January 1, 2016, at 0.625% of risk-weighted assets, increasing by the same amount each year until fully implemented at 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
With respect to the Bank, the rules also revised the "prompt corrective action" regulations pursuant to Section 38 of the FDIA by (i) introducing a common equity Tier 1 capital ratio requirement at each level (other than critically undercapitalized), with the required ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum ratio for well-capitalized status being 8.0% (as compared to the prior ratio of 6.0%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3.0% Tier 1 leverage ratio and still be well-capitalized. These new thresholds were effective for the Bank as of January 1, 2015. The minimum total capital to risk-weighted assets ratio (10.0%) and minimum leverage ratio (5.0%) for well-capitalized status were unchanged by the final rules.
The new capital requirements also included changes in the risk weights of assets to better reflect credit risk and other risk exposures. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and nonresidential mortgage loans that are 90 days past due or otherwise on nonaccrual status, a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancelable, a 250% risk weight (up from 100%) for mortgage servicing rights and deferred tax assets that are not deducted from capital, and increased risk-weights (from 0% to up to 600%) for equity exposures.
Based on management's understanding and interpretation of the new capital rules, it believes that, as of December 31, 2015, the Company and the Bank meet all capital adequacy requirements under such rules on a fully phased-in basis as if such requirements were in effect as of such date.
Dividends
The Company's principal source of cash flow, including cash flow to pay dividends to its shareholders, is dividends it receives from the Bank. Statutory and regulatory limitations apply to the Bank's payment of dividends to the Company. As a general rule, the amount of a dividend may not exceed, without prior regulatory approval, the sum of net income in the calendar year to date and the retained net earnings of the immediately preceding two calendar years. A depository institution may not pay any dividend if payment would cause the institution to become "undercapitalized" or if it already is "undercapitalized." The OCC may prevent the payment of a dividend if it determines that the payment would be an unsafe and unsound banking practice. The OCC also has advised that a national bank should generally pay dividends only out of current operating earnings.
Permitted Activities
As a bank holding company, American National Bankshares Inc. is limited to managing or controlling banks, furnishing services to or performing services for its subsidiaries, and engaging in other activities that the FRB determines by regulation or order to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In determining whether a particular activity is permissible, the FRB must consider whether the performance of such an activity reasonably can be expected to produce benefits to the public that outweigh possible adverse effects. Possible benefits include greater convenience, increased competition, and gains in efficiency. Possible adverse effects include undue concentration of resources, decreased or unfair competition, conflicts of interest, and unsound banking practices. Despite prior approval, the FRB may order a bank holding company or its subsidiaries to terminate any activity or to terminate ownership or control of any subsidiary when the FRB has reasonable cause to believe that a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company may result from such an activity.

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Banking Acquisitions; Changes in Control
The BHC Act requires, among other things, the prior approval of the FRB in any case where a bank holding company proposes to (i) acquire direct or indirect ownership or control of more than 5% of the outstanding voting stock of any bank or bank holding company (unless it already owns a majority of such voting shares), (ii) acquire all or substantially all of the assets of another bank or bank holding company, or (iii) merge or consolidate with any other bank holding company. In determining whether to approve a proposed bank acquisition, the FRB will consider, among other factors, the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis, and the acquiring institution's performance under the Community Reinvestment Act of 1977 (the "CRA") and its compliance with fair housing and other consumer protection laws.
Subject to certain exceptions, the BHC Act and the Change in Bank Control Act, together with the applicable regulations, require FRB approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company acquiring "control" of a bank or bank holding company. A conclusive presumption of control exists if an individual or company acquires the power, directly or indirectly, to direct the management or policies of an insured depository institution or to vote 25% or more of any class of voting securities of any insured depository institution. A rebuttable presumption of control exists if a person or company acquires 10% or more but less than 25% of any class of voting securities of an insured depository institution and either the institution has registered its securities with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") or no other person will own a greater percentage of that class of voting securities immediately after the acquisition. The Company's common stock is registered under Section 12 of the Exchange Act.
In addition, Virginia law requires the prior approval of the SCC for (i) the acquisition of more than 5% of the voting shares of a Virginia bank or any holding company that controls a Virginia bank, or (ii) the acquisition by a Virginia bank holding company of a bank or its holding company domiciled outside Virginia.
Source of Strength
FRB policy has historically required bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement, the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.
Safety and Soundness
There are a number of obligations and restrictions imposed on bank holding companies and their subsidiary banks by law and regulatory policy that are designed to minimize potential loss to the depositors of such depository institutions and the FDIC insurance fund in the event of a depository institution default. For example, under the Federal Deposit Insurance Corporation Improvement Act of 1991, to avoid receivership of an insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any subsidiary bank that may become "undercapitalized" with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal bank regulatory agency up to the lesser of (i) an amount equal to 5% of the institution's total assets at the time the institution became undercapitalized or (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan.
Under the FDIA, the federal bank regulatory agencies have adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines.
The Federal Deposit Insurance Corporation Improvement Act
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), the federal bank regulatory agencies possess broad powers to take prompt corrective action to resolve problems of insured depository institutions. The extent of these powers depends upon whether the institution is "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," or "critically undercapitalized," as defined by the law.

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Reflecting changes under the new Basel III capital requirements, the relevant capital measures that became effective on January 1, 2015 for prompt corrective action are the total capital ratio, the common equity Tier 1 capital ratio, the Tier 1 capital ratio and the leverage ratio. A bank will be (i) "well capitalized" if the institution has a total risk-based capital ratio of 10.0% or greater, a common equity Tier 1 capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any capital directive order; (ii) "adequately capitalized" if the institution has a total risk-based capital ratio of 8.0% or greater, a common equity Tier 1 capital ratio of 4.5% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, and a leverage ratio of 4.0% or greater and is not "well capitalized"; (iii) "undercapitalized" if the institution has a total risk-based capital ratio that is less than 8.0%, a common equity Tier 1 capital ratio less than 4.5%, a Tier 1 risk-based capital ratio of less than 6.0% or a leverage ratio of less than 4.0%; (iv) "significantly undercapitalized" if the institution has a total risk-based capital ratio of less than 6.0%, a common equity Tier 1 capital ratio less than 3.0%, a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 3.0%; and (v) "critically undercapitalized" if the institution's tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank's capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank's overall financial condition or prospects for other purposes. Management believes, as of December 31, 2015 and 2014, the Company met the requirements for being classified as "well capitalized."
As required by FDICIA, the federal bank regulatory agencies also have adopted guidelines prescribing safety and soundness standards relating to, among other things, internal controls and information systems, internal audit systems, loan documentation, credit underwriting, and interest rate exposure. In general, the guidelines require appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. In addition, the agencies adopted regulations that authorize, but do not require, an institution which has been notified that it is not in compliance with safety and soundness standard to submit a compliance plan. If, after being so notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject under the prompt corrective action provisions described above.
Branching
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended (the "Interstate Banking Act"), generally permits well capitalized bank holding companies to acquire banks in any state, and preempts all state laws restricting the ownership by a bank holding company of banks in more than one state. The Interstate Banking Act also permits a bank to merge with an out-of-state bank and convert any offices into branches of the resulting bank if both states have not opted out of interstate branching; and permits a bank to acquire branches from an out-of-state bank if the law of the state where the branches are located permits the interstate branch acquisition. Under the Dodd-Frank Act, a bank holding company or bank must be well capitalized and well managed to engage in an interstate acquisition. Bank holding companies and banks are required to obtain prior FRB approval to acquire more than 5% of a class of voting securities, or substantially all of the assets, of a bank holding company, bank or savings association. The Interstate Banking Act and the Dodd-Frank Act permit banks to establish and operate de novo interstate branches to the same extent a bank chartered by the host state may establish branches.
Transactions with Affiliates
Pursuant to Sections 23A and 23B of the Federal Reserve Act and Regulation W, the authority of the Bank to engage in transactions with related parties or "affiliates" or to make loans to insiders is limited. Loan transactions with an affiliate generally must be collateralized and certain transactions between the Bank and its affiliates, including the sale of assets, the payment of money or the provision of services, must be on terms and conditions that are substantially the same, or at least as favorable to the Bank, as those prevailing for comparable nonaffiliated transactions. In addition, the Bank generally may not purchase securities issued or underwritten by affiliates.
Loans to executive officers, directors or to any person who directly or indirectly, or acting through or in concert with one or more persons, owns, controls or has the power to vote more than 10% of any class of voting securities of a bank (a "10% Shareholders"), are subject to Sections 22(g) and 22(h) of the Federal Reserve Act and their corresponding regulations (Regulation O) and Section 13(k) of the Exchange Act relating to the prohibition on personal loans to executives (which exempts financial institutions in compliance with the insider lending restrictions of Section 22(h) of the Federal Reserve Act). Among other things, these loans must be made on terms substantially the same as those prevailing on transactions made to unaffiliated individuals and certain extensions of credit to those persons must first be approved in advance by a disinterested majority of the entire board of directors. Section 22(h) of the Federal Reserve Act prohibits loans to any of those individuals where the aggregate amount exceeds an amount equal to 15% of an institution's unimpaired capital and surplus plus an

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additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral, or when the aggregate amount on all of the extensions of credit outstanding to all of these persons would exceed the Bank's unimpaired capital and unimpaired surplus. Section 22(g) of the Federal Reserve Act identifies limited circumstances in which the Bank is permitted to extend credit to executive officers.
Consumer Financial Protection
The Company is subject to a number of federal and state consumer protection laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act, laws governing flood insurance, federal and state laws prohibiting unfair and deceptive business practices, foreclosure laws ,and various regulations that implement some or all of the foregoing. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans and providing other services. If the Company fails to comply with these laws and regulations, it may be subject to various penalties. Failure to comply with consumer protection requirements may also result in failure to obtain any required bank regulatory approval for merger or acquisition transactions the Company may wish to pursue or being prohibited from engaging in such transactions even if approval is not required.
The Dodd-Frank Act centralized responsibility for consumer financial protection by creating a new agency, the CFPB, and giving it responsibility for implementing, examining, and enforcing compliance with federal consumer protection laws. The CFPB focuses on (i) risks to consumers and compliance with the federal consumer financial laws, (ii) the markets in which firms operate and risks to consumers posed by activities in those markets, (iii) depository institutions that offer a wide variety of consumer financial products and services, and (iv) non-depository companies that offer one or more consumer financial products or services. The CFPB has broad rule making authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit "unfair, deceptive or abusive" acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer's ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer's (i) lack of financial savvy, (ii) inability to protect himself in the selection or use of consumer financial products or services, or (iii) reasonable reliance on a covered entity to act in the consumer's interests. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction.
Community Reinvestment Act
The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank's record in meeting the credit needs of the communities served by the bank, including low and moderate income neighborhoods. Furthermore, such assessment is also required of banks that have applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of an insured depository institution, or to open or relocate a branch. In the case of a BHC applying for approval to acquire a bank or BHC, the record of each subsidiary bank of the applicant BHC is subject to assessment in considering the application. Under the CRA, institutions are assigned a rating of "outstanding," "satisfactory," "needs to improve," or "substantial non-compliance." The Company was rated "satisfactory" in its most recent CRA evaluation.
Anti-Money Laundering Legislation
The Company is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA Patriot Act of 2001. Among other things, these laws and regulations require the Company to take steps to prevent the use of the Company for facilitating the flow of illegal or illicit money, to report large currency transactions, and to file suspicious activity reports. The Company is also required to carry out a comprehensive anti-money laundering compliance program. Violations can result in substantial civil and criminal sanctions. In addition, provisions of the USA Patriot Act require the federal bank regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing bank mergers and BHC acquisitions.

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Privacy Legislation
Several recent laws, including the Right to Financial Privacy Act, and related regulations issued by the federal bank regulatory agencies, also provide new protections against the transfer and use of customer information by financial institutions. A financial institution must provide to its customers information regarding its policies and procedures with respect to the handling of customers' personal information. Each institution must conduct an internal risk assessment of its ability to protect customer information. These privacy provisions generally prohibit a financial institution from providing a customer's personal financial information to unaffiliated parties without prior notice and approval from the customer.
Incentive Compensation
In June 2010, the federal bank regulatory agencies issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of financial institutions do not undermine the safety and soundness of such institutions by encouraging excessive risk-taking. The Interagency Guidance on Sound Incentive Compensation Policies, which covers all employees that have the ability to materially affect the risk profile of a financial institutions, either individually or as part of a group, is based upon the key principles that a financial institution's incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the institution's ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the financial institution's board of directors.
The FRB will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of financial institutions, such as the Company, that are not "large, complex banking organizations." These reviews will be tailored to each financial institution based on the scope and complexity of the institution's activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the institution's supervisory ratings, which can affect the institution's ability to make acquisitions and take other actions. Enforcement actions may be taken against a financial institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the institution's safety and soundness and the financial institution is not taking prompt and effective measures to correct the deficiencies. At December 31, 2015, the Company had not been made aware of any instances of non-compliance with the final guidance.
Volcker Rule
The Volcker Rule under the Dodd-Frank Act prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds. The Volcker Rule, which became effective in July 2015, does not significantly impact the operations of the Company or the Bank, as they do not have any significant engagement in the businesses prohibited by the Volcker Rule.
Ability-to-Repay and Qualified Mortgage Rule
Pursuant to the Dodd-Frank Act, the CFPB issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine consumers' ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the mortgage lender can originate "qualified mortgages," which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a "qualified mortgage" is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are "higher-priced" (e.g. subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not "higher-priced" (e.g. prime loans) are given a safe harbor of compliance. The Company is predominantly an originator of compliant qualified mortgages.

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Cybersecurity
In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If the Company fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

Effect of Governmental Monetary Policies

The Company's operations are affected not only by general economic conditions, but also by the policies of various regulatory authorities. In particular, the FRB regulates money and credit conditions and interest rates to influence general economic conditions. These policies have a significant impact on overall growth and distribution of loans, investments and deposits; they affect interest rates charged on loans or paid for time and savings deposits. FRB monetary policies have had a significant effect on the operating results of commercial banks, including the Company, in the past and are expected to do so in the future. As a result, it is difficult for the Company to predict the potential effects of possible changes in monetary policies upon its future operating results.

Employees
At December 31, 2015, the Company employed 303 full-time equivalent persons. In the opinion of the management of the Company, the relationship with employees of the Company and the Bank is good.

Internet Access to Company Documents
The Company provides access to its Securities and Exchange Commission (the "SEC") filings through a link on the Investor Relations page of the Company's website at www.amnb.com. Reports available include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports are filed electronically with the SEC. The information on the Company's website is not incorporated into this Annual Report on Form 10-K or any other filing the Company makes with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Executive Officers of the Company
The following table lists, as of December 31, 2015, the executive officers of the Company, their ages, and their positions:
Name

Age

Position
Jeffrey V. Haley

55

President and Chief Executive Officer of the Company and Bank since January 2013; prior thereto, President of the Company and Chief Executive Officer of the Bank since January 2012; prior thereto, Executive Vice President of the Company from June 2010 to December 2011; prior thereto, Senior Vice President of the Company from July 2008 to May 2010; President of the Bank since June 2010; prior thereto, Executive Vice President of the Bank, as well as President of Trust and Financial Services from July 2008 to May 2010; prior thereto, Executive Vice President and Chief Operating Officer of the Bank from November 2005 to June 2007.
William W. Traynham

60

Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company since January 2015. Executive Vice President, Chief Financial Officer, and Cashier of the Bank since April 2009.
H. Gregg Strader

57

Executive Vice President and Chief Banking Officer of the Company since January 2015. Executive Vice President and Chief Banking Officer of the Bank since January 2014. Executive Vice President of the Bank from June 2013 until December 2013. Executive Vice President and Chief Credit Officer of IBERIABANK Corporation from 2010 to June 2013.
R. Helm Dobbins

64

Executive Vice President and Chief Credit Officer of the Company since January 2015. Executive Vice President and Chief Credit Officer of the Bank since 2005.
Dabney T.P. Gilliam, Jr.

61

Executive Vice President and Chief Administrative Officer of the Company since January 2015. Executive Vice President and Chief Administrative Officer of the Bank since 2008.
ITEM 1A – RISK FACTORS
Risks Related to the Company's Business
The Company's business is subject to interest rate risk, and variations in interest rates may negatively affect financial performance.
Changes in the interest rate environment may reduce the Company's profits. It is expected that the Company will continue to realize income from the spread between the interest earned on loans, securities, and other interest earning assets, and interest paid on deposits, borrowings and other interest bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest earning assets and interest bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and the current interest rate environment encourages extreme competition for new loan originations from qualified borrowers. Management cannot ensure that it can minimize the Company's interest rate risk. While an eventual increase in the general level of interest rates may increase the loan yield and the net interest margin, it may adversely affect the ability of certain borrowers with variable rate loans to pay the interest and principal of their obligations. Accordingly, changes in levels of market interest rates could materially and adversely affect the net interest spread, asset quality, loan origination volume, and overall profitability of the Company.
The Company faces strong competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect the Company's business.
The Company encounters substantial competition from other financial institutions in its market area. Ultimately, the Company may not be able to compete successfully against current and future competitors. Many competitors offer the same banking services that the Company offers. These competitors include national, regional, and community banks. The Company also faces competition from many other types of financial institutions, including savings banks, finance companies, mutual and money market fund providers, brokerage firms, insurance companies, credit unions, financial subsidiaries of certain industrial corporations, and mortgage companies. In particular, competitors include several major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and ATMs and conduct extensive promotional and advertising campaigns. Increased competition may result in reduced business for the Company.

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Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger customers. Areas of competition include interest rates for loans and deposits, efforts to obtain loans and deposits, and range and quality of products and services provided, including new technology-driven products and services. Technological innovation continues to contribute to greater competition in domestic and international financial services markets as technological advances enable more companies to provide financial services. If the Company is unable to attract and retain banking customers, it may be unable to continue to grow loan and deposit portfolios and its results of operations and financial condition may be adversely affected.
Changes in economic conditions could materially and negatively affect the Company's business.
The Company's business is directly impacted by economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond the Company's control. A deterioration in economic conditions, whether caused by global, national or local events, especially within the Company's market area, could result in potentially negative material consequences such as the following, among others: loan delinquencies increasing; problem assets and foreclosures increasing; demand for products and services decreasing; low cost or noninterest bearing deposits decreasing; and collateral for loans, especially real estate, declining in value, in turn reducing customers' borrowing power, and reducing the value of assets and collateral associated with existing loans. Each of these consequences may have a material adverse effect on the Company's financial condition and results of operations.
Trust division income is a major source of non-interest income for the Company. Trust and Investment Services fee revenue is largely dependent on the fair market value of assets under management and on trading volumes in the brokerage business. General economic conditions and their subsequent effect on the securities markets tend to act in correlation. When general economic conditions deteriorate, securities markets generally decline in value, and the Company's Trust and Investment Service revenues are negatively impacted as asset values and trading volumes decrease.
The Company's credit standards and its on-going credit assessment processes might not protect it from significant credit losses.
The Company takes credit risk by virtue of making loans and extending loan commitments and letters of credit. The Company manages credit risk through a program of underwriting standards, the review of certain credit decisions and an on-going process of assessment of the quality of the credit already extended. The Company's exposure to credit risk is managed through the use of consistent underwriting standards that emphasize local lending while avoiding highly leveraged transactions as well as excessive industry and other concentrations. The Company's credit administration function employs risk management techniques to help ensure that problem loans are promptly identified. While these procedures are designed to provide the Company with the information needed to implement policy adjustments where necessary and to take appropriate corrective actions, and have proven to be reasonably effective to date, there can be no assurance that such measures will be effective in avoiding future undue credit risk.
The Company's focus on lending to small to mid-sized community-based businesses may increase its credit risk.
Most of the Company's commercial business and commercial real estate loans are made to small business or middle market customers. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened vulnerability to economic conditions. If general economic conditions in the market areas in which the Company operates negatively impact this important customer sector, the Company's results of operations and financial condition may be adversely affected. Moreover, a portion of these loans have been made by the Company in recent years and the borrowers may not have experienced a complete business or economic cycle. The deterioration of the borrowers' businesses may hinder their ability to repay their loans with the Company, which could have a material adverse effect on the Company's financial condition and results of operations.

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The Company depends on the accuracy and completeness of information about clients and counterparties, and its financial condition could be adversely affected if it relies on misleading information.
In deciding whether to extend credit or to enter into other transactions with clients and counterparties, the Company may rely on information furnished to it by or on behalf of clients and counterparties, including financial statements and other financial information, which the Company does not independently verify. The Company also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to clients, the Company may assume that a customer's audited financial statements conform with accounting principles generally accepted in the United States ("GAAP") and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. The Company's financial condition and results of operations could be negatively impacted to the extent it relies on financial statements that do not comply with GAAP or are materially misleading.
The allowance for loan losses may not be adequate to cover actual losses.
In accordance with accounting principles generally accepted in the United States, an allowance for loan losses is maintained to provide for loan losses. The allowance for loan losses may not be adequate to cover actual credit losses, and future provisions for credit losses could materially and adversely affect operating results. The allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating, and other outside forces and conditions, including changes in interest rates, all of which are beyond the Company's control; and these losses may exceed current estimates. Federal bank regulatory agencies, as a part of their examination process, review the Company's loans and allowance for loan losses. While management believes that the allowance for loan losses is adequate to cover current losses, it cannot make assurances that it will not further increase the allowance for loan losses or that regulators will not require it to increase this allowance. Either of these occurrences could adversely affect earnings.
Nonperforming assets take significant time to resolve and adversely affect the Company's results of operations and financial condition.
The Company's nonperforming assets adversely affect its net income in various ways. The Company does not record interest income on nonaccrual loans, which adversely affects its income and increases credit administration costs. When the Company receives collateral through foreclosures and similar proceedings, it is required to mark the related asset to the then fair market value of the collateral less estimated selling costs, which may, and often does, result in a loss. An increase in the level of nonperforming assets also increases the Company's risk profile and may impact the capital levels regulators believe are appropriate in light of such risks. The Company utilizes various techniques such as workouts, restructurings and loan sales to manage problem assets. Increases in or negative adjustments in the value of these problem assets, the underlying collateral, or in the borrowers' performance or financial condition, could adversely affect the Company's business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to the performance of their other responsibilities, including generation of new loans. There can be no assurance that the Company will avoid increases in nonperforming loans in the future.
A downturn in the local real estate market could materially and negatively affect the Company's business.
The Company offers a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity lines of credit, consumer and other loans. Many of these loans are secured by real estate (both residential and commercial) located in the Company's market area. A downturn in the real estate market in the areas in which the Company conducts its operations could negatively affect the Company's business because significant portions of its loans are secured by real estate. At December 31, 2015, the Company had approximately $1.0 billion in loans, of which approximately $822.0 million (81.8%) were secured by real estate. The ability to recover on defaulted loans by selling the real estate collateral could then be diminished and the Company would be more likely to suffer losses.
Substantially all of the Company's real property collateral is located in its market area. If there is a decline in real estate values, especially in the Company's market area, the collateral for loans would deteriorate and provide significantly less security.

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The Company relies upon independent appraisals to determine the value of the real estate which secures a significant portion of its loans, and the values indicated by such appraisals may not be realizable if the Company is forced to foreclose upon such loans.

A significant portion of the Company's loan portfolio consists of loans secured by real estate. The Company relies upon independent appraisers to estimate the value of such real estate. Appraisals are only estimates of value and the independent appraisers may make mistakes of fact or judgment which adversely affect the reliability of their appraisals. In addition, events occurring after the initial appraisal may cause the value of the real estate to increase or decrease. As a result of any of these factors, the real estate securing some of the Company's loans may be more or less valuable than anticipated at the time the loans were made. If a default occurs on a loan secured by real estate that is less valuable than originally estimated, the Company may not be able to recover the outstanding balance of the loan and will suffer a loss.

The Company is dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect the Company's operations and prospects.

The Company currently depends on the services of a number of key management personnel. The loss of key personnel could materially and adversely affect the results of operations and financial condition. The Company's success also depends in part on the ability to attract and retain additional qualified management personnel. Competition for such personnel is strong and the Company may not be successful in attracting or retaining the personnel it requires.
The inability of the Company to successfully manage its growth or implement its growth strategy may adversely affect the Company's results of operations and financial condition.

The Company may not be able to successfully implement its growth strategy if it is unable to identify attractive markets, locations or opportunities to expand in the future. In addition, the ability to manage growth successfully depends on whether the Company can maintain adequate capital levels, cost controls and asset quality, and successfully integrate any businesses acquired into the Company.

As the Company continues to implement its growth strategy by opening new branches or acquiring branches or banks, it expects to incur increased personnel, occupancy and other operating expenses. In the case of new branches, the Company must absorb those higher expenses while it begins to generate new deposits; there is also further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding earning assets.

The Company's plans to expand could depress earnings in the short run, even if it efficiently executes a branching strategy leading to long-term financial benefits.

Difficulties in combining the operations of acquired entities with the Company's own operations may prevent the Company from achieving the expected benefits from acquisitions.

The Company may not be able to achieve fully the strategic objectives and operating efficiencies expected in an acquisition. Inherent uncertainties exist in integrating the operations of an acquired entity. In addition, the markets and industries in which the Company and its potential acquisition targets operate are highly competitive. The Company may lose customers or the customers of acquired entities as a result of an acquisition; the Company may lose key personnel, either from the acquired entity or from itself; and the Company may not be able to control the incremental increase in noninterest expense arising from an acquisition in a manner that improves its overall operating efficiencies. These factors could contribute to the Company's not achieving the expected benefits from its acquisitions within desired time frames, if at all. Future business acquisitions could be material to the Company and it may issue additional shares of common stock to pay for those acquisitions, which would dilute current shareholders' ownership interests. Acquisitions also could require the Company to use substantial cash or other liquid assets or to incur debt; the Company could therefore become more susceptible to economic downturns and competitive pressures.

The Company is subject to extensive regulation which could adversely affect its business.

The Company's operations as a publicly traded corporation, a bank holding company, and an insured depository institution are subject to extensive regulation by federal, state, and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of the Company's operations. Because the Company's business is highly regulated, the laws, rules, and regulations applicable to it are subject to frequent and sometimes extensive change. Such changes could include higher capital requirements, increased insurance premiums, increased compliance costs, reductions of non-interest income and limitations on services that can be provided. Actions by regulatory agencies or significant litigation against the Company could cause it to devote significant time and resources to defend itself and may lead to liability or penalties that materially affect the Company and its shareholders. Any future changes in the laws, rules or regulations applicable to the Company may negatively affect the Company's business and results of operations.

16

The Dodd-Frank Act substantially changes the regulation of the financial services industry and it could have a material adverse effect upon the Company.

The Dodd-Frank Act provides wide-ranging changes in the way banks and financial services firms generally are regulated and affects the way the Company and its customers and counterparties do business with each other. Among other things, it requires increased capital and regulatory oversight for banks and their holding companies, changes the deposit insurance assessment system, changes responsibilities among regulators, establishes the new Consumer Financial Protection Bureau, and makes various changes in the securities laws and corporate governance that affect public companies, including the Company. The Dodd-Frank Act also requires numerous studies and regulations related to its implementation. The Company is continually evaluating the effects of the Dodd-Frank Act, together with implementing the regulations that have been proposed and adopted. The ultimate effects of the Dodd-Frank Act and the resulting rulemaking cannot be predicted at this time, but it has increased the Company's operating and compliance costs in the short-term, and it could have a material adverse effect on the Company's results of operation and financial condition.

Recently enacted capital standards may have an adverse effect on the Company's profitability, lending, and ability to pay dividends on the Company's securities.

In July 2013, the FRB released its final rules which implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Act. Under the final rules, minimum requirements for both the quality and quantity of capital held by banking organizations have increased. Consistent with the international Basel framework, the rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets that applies to all supervised financial institutions. The rule also, among other things, raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and included a minimum leverage ratio of 4% for all banking organizations. The new rules became effective January 1, 2015. The potential impact of the new capital rules includes, but is not limited to, reduced lending and negative pressure on profitability and return on equity due to the higher capital requirements. To the extent the Company is required to increase capital in the future to comply with the new capital rules, its ability to pay dividends on its securities may be reduced.

New regulations issued by the Consumer Financial Protection Bureau could adversely the Company's earnings.
The CFPB has broad rule making authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. Pursuant to the Dodd-Frank Act, the CFPB issued a final rule effective January 10, 2014, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms, or to originate "qualified mortgages" that meet specific requirements with respect to terms, pricing and fees. The new rule also contains new disclosure requirements at mortgage loan origination and in monthly statements. These requirements could limit the Company's ability to make certain types of loans or loans to certain borrowers, or could make it more expensive and/or time consuming to make these loans, which could adversely impact the Company's profitability.

Changes in accounting standards could impact reported earnings.

From time to time, with increasing frequency, there are changes in the financial accounting and reporting standards that govern the preparation of the Company's financial statements.

These changes can materially impact how the Company records and reports its financial condition and results of operations.
In some instances, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.
Failure to maintain effective systems of internal and disclosure control could have a material adverse effect on the Company's results of operation and financial condition.

Effective internal and disclosure controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results would be harmed. As part of the Company's ongoing monitoring of internal control, it may discover material weaknesses or significant deficiencies in its internal control that require remediation. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

The Company has in the past discovered, and may in the future discover, areas of its internal controls that need improvement. Even so, the Company is continuing to work to improve its internal controls. The Company cannot be certain

17

that these measures will ensure that it implements and maintains adequate controls over its financial processes and reporting in the future. Any failure to maintain effective controls or to timely effect any necessary improvement of the Company's internal and disclosure controls could, among other things, result in losses from fraud or error, harm the Company's reputation or cause investors to lose confidence in the Company's reported financial information, all of which could have a material adverse effect on the Company's results of operation and financial condition.
The carrying value of goodwill may be adversely impacted.

When the Company completes an acquisition, generally goodwill is recorded on the date of acquisition as an asset. Current accounting guidance requires for goodwill to be tested for impairment, which the Company performs an impairment analysis at least annually, rather than amortizing it over a period of time. A significant adverse change in expected future cash flows or sustained adverse change in the Company's common stock could require the asset to become impaired. If impaired, the Company would incur a non-cash charge to earnings that would have a significant impact on the results of operations. The carrying value of goodwill was approximately $43.9 million at December 31, 2015.

The Company may need to raise additional capital in the future to continue to grow, but may be unable to obtain additional capital on favorable terms or at all.

Federal and state banking regulators and safe and sound banking practices require the Company to maintain adequate levels of capital to support its operations. Although the Company currently has no specific plans for additional offices, its business strategy calls for it to continue to grow in its existing banking markets (internally and through additional offices) and to expand into new markets as appropriate opportunities arise. Continued growth in the Company's earning assets, which may result from internal expansion and new branch offices, at rates in excess of the rate at which its capital is increased through retained earnings, will reduce the Company's capital ratios. If the Company's capital ratios fell below "well capitalized" levels, the FDIC deposit insurance assessment rate would increase until capital was restored and maintained at a "well capitalized" level. A higher assessment rate would cause an increase in the assessments the Company pays for federal deposit insurance, which would have an adverse effect on the Company's operating results.

Management of the Company believes that its current and projected capital position is sufficient to maintain capital ratios significantly in excess of regulatory requirements for the next several years and allow the Company flexibility in the timing of any possible future efforts to raise additional capital. However, if, in the future, the Company needs to increase its capital to fund additional growth or satisfy regulatory requirements, its ability to raise that additional capital will depend on conditions at that time in the capital markets, economic conditions, the Company's financial performance and condition, and other factors, many of which are outside its control. There is no assurance that the Company will be able to raise additional capital on terms favorable to it or at all. Any future inability to raise additional capital on terms acceptable to the Company may have a material adverse effect on its ability to expand operations, and on its financial condition, results of operations and future prospects.

The Company relies on other companies to provide key components of the Company's business infrastructure.
Third parties provide key components of the Company's business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. While the Company has selected these third party vendors carefully, it does not control their actions. Any problem caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, failures of a vendor to provide services for any reason or poor performance of services, could adversely affect the Company's ability to deliver products and services to its customers and otherwise conduct its business. Financial or operational difficulties of a third party vendor could also hurt the Company's operations if those difficulties interface with the vendor's ability to serve the Company. Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to the Company's business operations.

The Company's exposure to operational, technological and organizational risk may adversely affect the Company.
The Company is exposed to many types of operational risks, including reputation, legal, and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, clerical or record-keeping errors, and errors resulting from faulty or disabled computer or telecommunications systems.
Negative public opinion can result from the actual or alleged conduct in any number of activities, including lending practices, corporate governance, and acquisitions, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect the Company's ability to attract and retain customers and can expose it to litigation and regulatory action.

18

Certain errors may be repeated or compounded before they are discovered and successfully rectified. The Company's necessary dependence upon automated systems to record and process its transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. The Company may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, computer viruses or electrical or telecommunications outages), which may give rise to disruption of service to customers and to financial loss or liability. The Company is further exposed to the risk that its external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as is the Company) and to the risk that the Company's (or its vendors') business continuity and data security systems prove to be inadequate.
The Company's operations may be adversely affected by cyber security risks.
The Company relies heavily on communications and information systems to conduct business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions in the Company's internet banking, deposit, loan, and other systems. While the Company has policies and procedures designed to prevent or limit the effect of such failure, interruption, or security breach of the Company's information systems, there can be no assurance that they will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption or security breach of the Company's communications and information systems could damage the Company's reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability. Additionally, the Company outsources its data processing to a third party. If the Company's third party provider encounters difficulties or if the Company has difficulty in communicating with such third party, it will significantly affect the Company's ability to adequately process and account for customer transactions, which would significantly affect its business operations.
In the ordinary course of business, the Company collects and stores sensitive data, including proprietary business information and personally identifiable information of its customers and employees in systems and on networks. The secure processing, maintenance and use of this information is critical to operations and the Company's business strategy. The Company has invested in accepted technologies, and annually reviews processes and practices that are designed to protect its networks, computers and data from damage or unauthorized access. Despite these security measures, the Company's computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. A breach of any kind could compromise systems and the information stored there could be accessed, damaged or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to the Company's reputation, which could adversely affect the Company's business. Furthermore, as cyber threats continue to evolve and increase, the Company may be required to expend significant additional resources to modify or enhance its protective measures, or to investigate and remediate any identified information security vulnerabilities.
Multiple major U.S. retailers, financial institutions, government agencies and departments have recently experienced data systems incursions reportedly resulting in the thefts of credit and debit card information, online account information, and other financial data of tens of millions of individuals and customers. Retailer incursions affect cards issued and deposit accounts maintained by many financial institutions, including the Bank. Although neither the Company's nor the Bank's systems are breached in government or retailer incursions, these events can cause the Bank to reissue a significant number of cards and take other costly steps to avoid significant theft loss to the Bank and its customers. In some cases, the Bank may be required to reimburse customers for the losses they incur. Other possible points of intrusion or disruption not within the Company's nor the Bank's control include internet service providers, electronic mail portal providers, social media portals, distant-server ("cloud") service providers, electronic data security providers, telecommunications companies, and smart phone manufacturers.
The Company’s risk-management framework may not be effective in mitigating risk and loss.
The Company maintains an enterprise risk management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These risks include, but are not limited to: interest-rate, credit, liquidity, operations, reputation, compliance and litigation. While the Company assesses and improves this program on an ongoing basis, there can be no assurance that its approach and framework for risk management and related controls will effectively mitigate all risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management program, or if its controls break down, the Company’s results of operations and financial condition may be adversely affected.


19

Current and proposed regulation addressing consumer privacy and data use and security could increase the Company's costs and impact its reputation.
The Company is subject to a number of laws concerning consumer privacy and data use and security, including information safeguard rules under the Gramm-Leach-Bliley Act. These rules require that financial institutions develop, implement and maintain a written, comprehensive information security program containing safeguards that are appropriate to the financial institution's size and complexity, the nature and scope of the financial institution's activities, and the sensitivity of any customer information at issue. The United States has experienced a heightened legislative and regulatory focus on privacy and data security, including requiring consumer notification in the event of a data breach. In addition, most states have enacted security breach legislation requiring varying levels of consumer notification in the event of certain types of security breaches. New regulations in these areas may increase our compliance costs, which could negatively impact our earnings. In addition, failure to comply with the privacy and data use and security laws and regulations to which we are subject, including by reason of inadvertent disclosure of confidential information, could result in fines, sanctions, penalties or other adverse consequences and loss of consumer confidence, which could materially adversely affect our results of operations, overall business, and reputation.
Consumers may increasingly decide not to use the Bank to complete their financial transactions because of technological and other changes, which would have a material adverse impact on the Company's financial condition and operations.
Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as "disintermediation," could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on the Company's financial condition and results of operations.
Negative perception of the Company through social media may adversely affect the Company’s reputation and business.
The Company’s reputation is critical to the success of its business. The Company believes that its brand image has been well received by customers, reflecting the fact that the brand image, like the Company’s business, is based in part on trust and confidence. The Company’s reputation and brand image could be negatively affected by rapid and widespread distribution of publicity through social media channels. The Company’s reputation could also be affected by the Company’s association with clients affected negatively through social media distribution, or other third parties, or by circumstances outside of the Company’s control. Negative publicity, whether true or untrue, could affect the Company’s ability to attract or retain customers, or cause the Company to incur additional liabilities or costs, or result in additional regulatory scrutiny.
The Company is subject to claims and litigation pertaining to fiduciary responsibility.
From time to time, customers make claims and take legal action pertaining to the performance of the Company's fiduciary responsibilities. Whether customer claims and legal action related to the performance of the Company's fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to the Company, they may result in significant financial liability and/or adversely affect the market perception of the Company and its products and services, as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Company's business, which, in turn, could have a material adverse effect on the Company's financial condition and results of operations.
Risks Related to the Company's Common Stock
While the Company's common stock is currently traded on the NASDAQ Global Select Market, it has less liquidity than stocks for larger companies quoted on a national securities exchange.
The trading volume in the Company's common stock on the NASDAQ Global Select Market has been relatively low when compared with larger companies listed on the NASDAQ Global Select Market or other stock exchanges. There is no assurance that a more active and liquid trading market for the common stock will exist in the future. Consequently, shareholders may not be able to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares. In addition, we cannot predict the effect, if any, that future sales of the Company's common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of the common stock.

20

Economic and other conditions may cause volatility in the price of the Company’s common stock.
In the current economic environment, the prices of publicly traded stocks in the financial services sector have been volatile. However, even in a more stable economic environment the price of the Company’s common stock can be affected by a variety of factors such as expected or actual results of operations, changes in analysts’ recommendations or projections, announcements of developments related to its businesses, operating and stock performance of other companies deemed to be peers, news or expectations based on the performance of others in the financial services industry, and expected impacts of a changing regulatory environment. These factors not only impact the price of the Company’s common stock but could also affect the liquidity of the stock given the Company’s size, geographical footprint, and industry. The price for shares of the Company’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company’s performance. General market price declines or market volatility in the future could adversely affect the price for shares of the Company’s common stock, and the current market price of such shares may not be indicative of future market prices.
Future issuances of the Company's common stock could adversely affect the market price of the common stock and could be dilutive.
The Company is not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock. Issuances of a substantial number of shares of common stock, or the expectation that such issuances might occur, including in connection with acquisitions by the Company, could materially adversely affect the market price of the shares of the common stock and could be dilutive to shareholders. Because the Company's decision to issue common stock in the future will depend on market conditions and other factors, it cannot predict or estimate the amount, timing or nature of possible future issuances of its common stock. Accordingly, the Company's shareholders bear the risk that future issuances will reduce the market price of the common stock and dilute their stock holdings in the Company.
The primary source of the Company's income from which it pays cash dividends is the receipt of dividends from its subsidiary bank.
The availability of dividends from the Company is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors, that the OCC could assert that payment of dividends or other payments is an unsafe or unsound practice. In the event the Bank was unable to pay dividends to the Company, or be limited in the payment of such dividends, the Company would likely have to reduce or stop paying common stock dividends. The Company's reduction, limitation or failure to pay such dividends on its common stock could have a material adverse effect on the market price of the common stock.
The Company's governing documents and Virginia law contain anti-takeover provisions that could negatively impact its shareholders.
The Company's Articles of Incorporation and Bylaws and the Virginia Stock Corporation Act contain certain provisions designed to enhance the ability of the Company's Board of Directors to deal with attempts to acquire control of the Company. These provisions and the ability to set the voting rights, preferences and other terms of any series of preferred stock that may be issued, may be deemed to have an anti-takeover effect and may discourage takeovers (which certain shareholders may deem to be in their best interest). To the extent that such takeover attempts are discouraged, temporary fluctuations in the market price of the Company's common stock resulting from actual or rumored takeover attempts may be inhibited. These provisions also could discourage or make more difficult a merger, tender offer, or proxy contest, even though such transactions may be favorable to the interests of shareholders, and could potentially adversely affect the market price of the Company's common stock.
ITEM 2 – PROPERTIES
As of December 31, 2015, the Company maintained twenty-five banking offices. The Company's Virginia banking offices are located in the cities of Danville, Martinsville and Lynchburg, and in the counties of Bedford, Campbell, Franklin, Halifax, Henry, Nelson and Pittsylvania. In North Carolina, the Company's banking offices are located in the cities of Burlington, Greensboro, Mebane and Graham and in the counties of Alamance, Caswell, and Guilford. The Company also operates two loan production offices.
The principal executive offices of the Company are located at 628 Main Street in the business district of Danville, Virginia. This building, owned by the Company, was originally constructed in 1973 and has three floors totaling approximately 27,000 square feet.

21

The Company owns a building located at 103 Tower Drive in Danville, Virginia. This three-story facility serves as an operations center for data processing and deposit operations.
The Company has an office at 445 Mount Cross Road in Danville, Virginia where it consolidated two banking offices in January 2009 and gained additional administrative space.
The Company has an office at 3101 South Church Street in Burlington, North Carolina. This building serves as the head office for our North Carolina operations.
The Company owns fourteen other offices for a total of eighteen owned buildings. There are no mortgages or liens against any of the properties owned by the Company. The Company operates thirty-three ATMs on owned or leased facilities. The Company leases seven office locations and two storage warehouses. The Company occupies space rent-free for its limited service office in the Village of Brookwood Retirement Center under an agreement with the owners of that facility.
ITEM 3 – LEGAL PROCEEDINGS
In the ordinary course of operations, the Company and the Bank are parties to various legal proceedings. Based upon information currently available, management believes that such legal proceedings, in the aggregate, will not have a material adverse effect on the business, financial condition, or results of operations of the Company.
ITEM 4 – MINE SAFETY DISCLOSURES
None.

22

PART II
ITEM 5 – MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock is traded on the NASDAQ Global Select Market under the symbol "AMNB." At December 31, 2015, the Company had 3,235 shareholders of record. The following table presents the high and low sales prices for the Company's common stock and dividends declared for the past two years.


Sales Price

Dividends
Declared
2015

High

Low

Per Share







1st quarter

$
24.72


$
21.31


$
0.23

2nd quarter

24.31


21.68


0.23

3rd quarter

24.28


21.88


0.23

4th quarter

26.42


23.02


0.24









$
0.93










Sales Price

Dividends
Declared
2014

High

Low

Per Share







1st quarter

$
26.08


$
21.54


$
0.23

2nd quarter

24.06


20.65


0.23

3rd quarter

23.53


20.90


0.23

4th quarter

25.00


21.69


0.23









$
0.92

Stock Compensation Plans
The Company maintains the 2008 Stock Incentive Plan ("2008 Plan"), which is designed to attract and retain qualified personnel in key positions, provide employees with an equity interest in the Company as an incentive to contribute to the success of the Company, and reward employees for outstanding performance and the attainment of targeted goals. The 2008 Plan and stock compensation in general is discussed in Note 13 of the Consolidated Financial Statements contained in Item 8 of this Form 10-K.
The following table summarizes information, as of December 31, 2015, relating to the Company's equity based compensation plans, pursuant to which grants of options to acquire shares of common stock have been and may be granted from time to time.

December 31, 2015

Number of Shares to be Issued Upon Exercise of Outstanding Options

Weighted-Average Per Share Exercise Price of Outstanding Options

Number of Shares Remaining Available for Future Issuance Under Stock Compensation Plans
Equity compensation plans approved by shareholders
67,871


$
24.47


131,096

Equity compensation plans not approved by shareholders
—


—


—

Total
67,871


$
24.47


131,096


Stock Repurchase Program
In years prior to 2014 the Company had, in the normal course of business, operated certain stock repurchase programs. Authority to repurchase shares under these programs had been expired for some time.

23

On April 17, 2014, the Company filed a Form 8-K with the SEC to announce the approval by its Board of Directors of a stock repurchase program. The plan authorized the repurchase of up to 250,000 shares of the Company's common shares over a two year period. The share purchase limit was equal to approximately 3% of the 7,900,000 shares then outstanding at the time the Board approved the program.
During 2015, the Company repurchased 150,656 shares at an average cost of $23.27 per share, for a total cost of $3,506,000. In 2014, the Company repurchased 70,184 shares at an average cost of $21.45 per share, for a total cost of $1,508,000.
On November 19, 2015, the Company filed a Form 8-K with the SEC to announce the approval by its Board of Directors of another stock repurchase program. The plan authorizes the repurchase of up to 300,000 shares of the Company's common shares over a two year period. The share purchase limit was equal to approximately 3.5% of the 8,622,000 shares then outstanding at the time the Board approved the program.
Comparative Stock Performance
The following graph compares the Company's cumulative total return to its shareholders with the returns of two indexes for the five-year period ended December 31, 2015. The cumulative total return was calculated taking into consideration changes in stock price, cash dividends, stock dividends, and stock splits since December 31, 2010. The indexes are the NASDAQ Composite Index; the SNL Bank $1 Billion - $5 Billion Index, which includes bank holding companies with assets of $1 billion to $5 billion and is published by SNL Financial, LC.
American National Bankshares Inc.


24


Period Ending
Index
12/31/10


12/31/11


12/31/12


12/31/13


12/31/14


12/31/15

American National Bankshares Inc.
$
100.00


$
86.84


$
93.91


$
127.22


$
125.23


$
134.47

NASDAQ Composite
100.00


99.21


116.82


163.75


188.03


201.40

SNL Bank $1B-$5B
100.00


91.20


112.45


163.52


170.98


191.39


25

ITEM 6 - SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the Company for the last five years:
(Amounts in thousands, except per share information and ratios)

December 31,

2015

2014

2013

2012

2011
Results of Operations:









Interest income
$
55,169


$
47,455


$
52,956


$
57,806


$
49,187

Interest expense
5,904


5,730


6,583


8,141


8,780

Net interest income
49,265


41,725


46,373


49,665


40,407

Provision for loan losses
950


400


294


2,133


3,170

Noninterest income
13,287


11,176


10,827


11,410


9,244

Noninterest expense
40,543


34,558


35,105


36,643


30,000

Income before income tax provision
21,059


17,943


21,801


22,299


16,481

Income tax provision
6,020


5,202


6,054


6,293


4,910

Net income
$
15,039


$
12,741


$
15,747


$
16,006


$
11,571











Financial Condition:














Assets
$
1,547,599


$
1,346,492


$
1,307,512


$
1,283,687


$
1,304,706

Loans, net of unearned income
1,005,525


840,925


794,671


788,705


824,758

Securities
345,661


349,250


351,013


340,533


339,385

Deposits
1,262,660


1,075,837


1,057,675


1,027,667


1,058,754

Shareholders' equity
197,835


173,780


167,551


163,246


152,829

Shareholders' equity, tangible
151,280


132,692


125,349


119,543


107,335











Per Share Information:














Earnings per share, basic
$
1.73


$
1.62


$
2.00


$
2.04


$
1.64

Earnings per share, diluted
1.73


1.62


2.00


2.04


1.64

Cash dividends paid
0.93


0.92


0.92


0.92


0.92

Book value
22.95


22.07


21.23


20.80


19.58

Book value, tangible
17.55


16.86


15.89


15.23


13.75











Weighted average common shares outstanding, basic
8,680,502


7,867,198


7,872,870


7,834,351


6,982,524

Weighted average common shares outstanding, diluted
8,688,450


7,877,576


7,884,561


7,845,652


6,989,877











Selected Ratios:














Return on average assets
0.99
%

0.97
%

1.20
%

1.23
%

1.07
%
Return on average equity (1)
7.65
%

7.40
%

9.52
%

10.08
%

8.88
%
Return on average tangible equity (2)
10.62
%

10.31
%

13.75
%

15.25
%

12.97
%
Dividend payout ratio
53.60
%

56.80
%

46.03
%

45.06
%

55.50
%
Efficiency ratio (3)
63.81
%

63.41
%

57.57
%

58.23
%

58.48
%
Net interest margin
3.69
%

3.66
%

4.10
%

4.44
%

4.35
%










Asset Quality Ratios:














Allowance for loan losses to period end loans
1.25
%

1.48
%

1.59
%

1.54
%

1.28
%
Allowance for loan losses to period end non-performing loans
242.09
%

302.21
%

248.47
%

227.95
%

76.76
%
Non-performing assets to total assets
0.48
%

0.46
%

0.65
%

0.90
%

1.46
%
Net charge-offs to average loans
0.08
%

0.07
%

(0.02
)%

0.07
%

0.16
%










Capital Ratios:














Total risk-based capital ratio
16.34
%

17.86
%

18.14
%

17.00
%

15.55
%
Common equity tier 1 capital ratio
12.88
%

n/a


n/a


n/a


n/a

Tier 1 capital ratio
15.23
%

16.59
%

16.88
%

15.75
%

14.36
%
Tier 1 leverage ratio
12.05
%

12.16
%

11.81
%

11.27
%

10.32
%
Tangible equity to tangible assets ratio (4)
10.08
%

10.00
%

9.91
%

9.64
%

8.52
%


26

(1)
Return on average common equity is calculated by dividing net income available to common shareholders by average common equity.
(2)
Return on average tangible common equity is calculated by dividing net income available to common shareholders plus amortization of intangibles tax effected by average common equity less average intangibles.
(3)
The efficiency ratio is calculated by dividing noninterest expense excluding gains or losses on the sale of other real estate owned by net interest income including tax equivalent income on nontaxable loans and securities and excluding (a) gains or losses on securities and (b) gains or losses on sale of premises and equipment.
(4)
Tangible equity to tangible assets ratio is calculated by dividing period-end common equity less period-end intangibles by period-end assets less period-end intangibles.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The purpose of this discussion is to focus on significant changes in the financial condition and results of operations of the Company during the past three years. The discussion and analysis are intended to supplement and highlight information contained in the accompanying Consolidated Financial Statements and the selected financial data presented elsewhere in this Annual Report on Form 10-K.
RECLASSIFICATION
In certain circumstances, reclassifications have been made to prior period information to conform to the 2015 presentation. There were no material reclassifications.
CRITICAL ACCOUNTING POLICIES
The accounting and reporting policies followed by the Company conform with GAAP and they conform to general practices within the banking industry. The Company's critical accounting policies, which are summarized below, relate to (1) the allowance for loan losses, (2) mergers and acquisitions, (3) acquired loans with specific credit-related deterioration and (4) goodwill impairment. A summary of the Company's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements.
The financial information contained within the Company's financial statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset, or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method.
Allowance for Loan Losses
The purpose of the allowance for loan losses ("ALLL") is to provide for probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and by recoveries of previously charged-off loans. Loan charge-offs decrease the allowance.
The goal of the Company is to maintain an appropriate, systematic, and consistently applied process to determine the amounts of the ALLL and the provision for loan loss expense.
The Company uses certain practices to manage its credit risk. These practices include (1) appropriate lending limits for loan officers, (2) a loan approval process, (3) careful underwriting of loan requests, including analysis of borrowers, cash flows, collateral, and market risks, (4) regular monitoring of the portfolio, including diversification by type and geography, (5) review of loans by the Loan Review department, which operates independently of loan production (the Loan Review function consists of a co-sourced arrangement using both internal personnel and external vendors to provide the Company with a more robust review function of the loan portfolio ), (6) regular meetings of the Credit Committee to discuss portfolio and policy changes and make decisions on large or unusual loan requests, and (7) regular meetings of the Asset Quality Committee which reviews the status of individual loans.
Risk grades are assigned as part of the loan origination process. From time to time, risk grades may be modified as warranted by the facts and circumstances surrounding the credit.
Calculation and analysis of the ALLL is prepared quarterly by the Finance Department. The Company's Credit Committee, Capital Management Committee, Audit Committee, and the Board of Directors review the allowance for adequacy.

27

The Company's ALLL has two basic components: the formula allowance and the specific allowance. Each of these components is determined based upon estimates and judgments.
The formula allowance uses historical loss experience as an indicator of future losses, along with various qualitative factors, including levels and trends in delinquencies, nonaccrual loans, charge-offs and recoveries, trends in volume and terms of loans, effects of changes in underwriting standards, experience of lending staff, economic conditions, and portfolio concentrations, regulatory, legal, competition, quality of loan review system, and value of underlying collateral. In the formula allowance for commercial and commercial real estate loans, the historical loss rate is combined with the qualitative factors, resulting in an adjusted loss factor for each risk-grade category of loans. The period-end balances for each loan risk-grade category are multiplied by the adjusted loss factor. Allowance calculations for residential real estate and consumer loans are calculated based on historical losses for each product category without regard to risk grade. This loss rate is combined with qualitative factors resulting in an adjusted loss factor for each product category.
The specific allowance uses various techniques to arrive at an estimate of loss for specifically identified impaired loans. These include:
•
The present value of expected future cash flows discounted at the loan's effective interest rate. The effective interest rate on a loan is the rate of return implicit in the loan (that is, the contractual interest rate adjusted for any net deferred loan fees or costs and any premium or discount existing at the origination or acquisition of the loan);
•
The loan's observable market price, or
•
The fair value of the collateral, net of estimated costs to dispose, if the loan is collateral dependent.

The use of these computed values is inherently subjective and actual losses could be greater or less than the estimates.

No single statistic, formula, or measurement determines the adequacy of the allowance. Management makes subjective and complex judgments about matters that are inherently uncertain, and different amounts would be reported under different conditions or using different assumptions. For analytical purposes, management allocates a portion of the allowance to specific loan categories and specific loans. However, the entire allowance is used to absorb credit losses inherent in the loan portfolio, including identified and unidentified losses.
The relationships and ratios used in calculating the allowance, including the qualitative factors, may change from period to period as facts and circumstances evolve. Furthermore, management cannot provide assurance that in any particular period the Bank will not have sizeable credit losses in relation to the amount reserved. Management may find it necessary to significantly adjust the allowance, considering current factors at the time.
Mergers and Acquisitions
Business combinations are accounted for under the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 805, Business Combinations, using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. To determine the fair values, the Company will rely on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation techniques. Under the acquisition method of accounting, the Company will identify the acquirer and the closing date and apply applicable recognition principles and conditions.
Acquisition-related costs are costs the Company incurs to effect a business combination. Those costs include advisory, legal, accounting, valuation, and other professional or consulting fees. Some other examples of costs to the Company include systems conversions, integration planning, consultants, and advertising costs. The Company will account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities will be recognized in accordance with other applicable GAAP. These acquisition-related costs have been and will be included within the Consolidated Statements of Income classified within the noninterest expense caption.
Acquired Loans with Specific Credit-Related Deterioration
Acquired loans with specific credit deterioration are accounted for by the Company in accordance with FASB ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality. Certain acquired loans, those for which specific credit-related deterioration, since origination, is identified, are recorded at fair value reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on a reasonable expectation about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and considered collateral dependent, with the timing of the sale of loan collateral indeterminate, remain on non-accrual status and have no accretable yield.

28

Goodwill Impairment
The Company performs its annual analysis as of June 30 each fiscal year. Accounting guidance permits preliminary assessment of qualitative factors to determine whether more substantial impairment testing is required. The Company chose to bypass the preliminary assessment and utilized a two-step process for impairment testing of goodwill. The first step tests for impairment, while the second step, if necessary, measures the impairment. No indicators of impairment were identified during the years ended December 31, 2015, 2014, and 2013.
NON-GAAP PRESENTATIONS
Non-GAAP presentations are provided because the Company believes these may be valuable to investors. These include (1) the analysis of net interest income presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets and (2) the impact to net interest income and pretax income from accretable and amortizable fair value adjustments attributable to the merger with MidCarolina in July 2011 and MainStreet in January 2015.
INTERNET ACCESS TO CORPORATE DOCUMENTS
The Company provides access to its SEC filings through a link on the Investor Relations page of the Company's website at www.amnb.com. Reports available include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports are filed electronically with the SEC. The information on the Company's website is not incorporated into this report or any other filing the Company makes with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

ACQUISITION OF MAINSTREET BANKSHARES, INC.
On January 1, 2015, the Company completed its acquisition of MainStreet. The merger of MainStreet with and into the Company was effected pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between the Company and MainStreet. Immediately after the merger of MainStreet into the Company, Franklin Bank, MainStreet's wholly-owned bank subsidiary, merged with and into the Bank.
Pursuant to the MainStreet merger agreement, the former holders of shares of MainStreet common stock received $3.46 in cash and 0.482 shares of the Company's common stock for each share of MainStreet common stock held immediately prior to the effective date of the merger, plus cash in lieu of fractional shares. Each option to purchase shares of MainStreet common stock that was outstanding immediately prior to the effective date of the merger vested upon the merger and was converted into an option to purchase shares of the Company's common stock, adjusted based on a 0.643 exchange ratio. Each share of the Company's common stock outstanding immediately prior to the merger remained outstanding and was unaffected by the merger. The cash portion of the merger consideration was funded through a cash dividend of $6,000,000 from the Bank to the Company, and no borrowing was incurred by the Company or the Bank in connection with the merger.
MainStreet was the holding company for Franklin Bank. Immediately prior to the Company's acquisition of MainStreet on January 1, 2015, MainStreet had net loans of approximately $122,000,000, total assets of approximately $164,000,000, and total deposits of approximately $137,000,000. Franklin Community Bank, N.A. provided banking services to its customers from three banking offices located in Rocky Mount, Hardy, and Union Hall, Virginia, which are now branch offices of the Bank.
RESULTS OF OPERATIONS
Net Income
Net income for 2015 was $15,039,000 compared to $12,741,000 for 2014, an increase of $2,298,000 or 18.0%. Basic and diluted earnings per share were $1.73 for 2015 compared to $1.62 for 2014. This net income produced for 2015 a return on average assets of 0.99%, a return on average equity of 7.65%, and a return on average tangible equity of 10.62%.
Net income for 2014 was $12,741,000 compared to $15,747,000 for 2013, a decrease of $3,006,000 or 19.1%. Basic and diluted earnings per share were $1.62 for 2014 compared to $2.00 for 2013. This net income produced for 2014 a return on average assets of 0.97%, a return on average equity of 7.40%, and a return on average tangible equity of 10.31%.
Earnings for 2015, 2014, and 2013 were favorably impacted by the 2011 acquisition of MidCarolina and the 2015 acquisition of MainStreet. The financial impact of the mergers was mostly manifested in a significant increase in earning assets.

29

Net Interest Income
Net interest income is the difference between interest income on earning assets, primarily loans and securities, and interest expense on interest bearing liabilities, primarily deposits. Fluctuations in interest rates as well as volume and mix changes in earning assets and interest bearing liabilities can materially impact net interest income. The 2011 acquisition of MidCarolina impacted net interest income positively for 2015 and 2014, through increased earning assets. The 2015 acquisition of MainStreet impacted net interest income positively for 2015, through increased earning assets
The following discussion of net interest income is presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets, such as certain state and municipal securities. A tax rate of 35% was used in adjusting interest on tax-exempt assets to a fully taxable equivalent basis. Net interest income divided by average earning assets is referred to as the net interest margin. The net interest spread represents the difference between the average rate earned on earning assets and the average rate paid on interest bearing liabilities. All references in this section relate to average yields and rates and average asset and liability balances during the periods discussed.
Net interest income on a taxable equivalent basis increased $7,466,000 or 17.0% in 2015 from 2014, following a $4,819,000 or 9.9% decrease in 2014 from 2013. The increase in net interest income in 2015 was primarily due to increased volumes of earning assets and accretion income related to the MainStreet acquired loan portfolio, and accounted for $6,430,000 or 86% of the total increase.
Yields on loans were 4.81% in 2015 compared to 4.88% in 2014. Cost of funds was 0.58% in 2015 compared to 0.64% in 2014. Between 2015 and 2014, deposit rates for demand, money market, and savings accounts remained basically stable while time deposit rates decreased to 1.09% from 1.17%. Management regularly reviews deposit pricing and attempts to keep costs as low as possible, while remaining competitive. The net interest margin was 3.69% for 2015, 3.66% for 2014, and 4.10% for 2013.
During 2008, the Federal Open Market Committee ("FOMC") of the FRB reduced the federal funds rate seven times from 4.25% to 0.25%, where it has remained, unchanged, through mid December 2015. On December 17, 2015, the FOMC raised the target federal funds rate from 0.25% to 0.50%. The increase in rates is expected to have a nominal positive impact on net interest income. Given recent economic and geopolitical events in early 2016, it is uncertain if there will be further rate increases in the near term.
Net interest income on a taxable equivalent basis decreased $4,819,000 or 9.9% in 2014 from 2013, following a $3,357,000 or 6.5% decrease in 2013 from 2012. The decrease in net interest income in 2014 was primarily due to lower accretion income related to the MidCarolina acquired loan portfolio, which accounted for $4,721,000 or 97.9% of the decrease. Excluding the change in accretion income, declines in yields on earnings assets were almost offset by decreased cost of interest bearing liabilities.
Yields on loans were 4.88% in 2014 compared to 5.65% in 2013. Cost of funds was 0.64% in 2014 compared to 0.72% in 2013. Between 2014 and 2013, deposit rates for demand accounts decreased to 0.04% from 0.07%, money market accounts decreased to 0.13% from 0.19%, and time deposits decreased to 1.17% from 1.22%. Management regularly reviews deposit pricing and attempts to keep costs as low as possible, while remaining competitive. The net interest margin was 3.66% for 2014, 4.10% for 2013, and 4.44% for 2012.
The following presentation is an analysis of net interest income and related yields and rates, on a taxable equivalent basis, for the last three years. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans, if recognized, is recorded on a cash basis or when the loan returns to accrual status.

30

Net Interest Income Analysis
(in thousands, except yields and rates)

Average Balance

Interest Income/Expense

Average Yield/Rate

2015

2014

2013

2015

2014

2013

2015

2014

2013
Loans:

















Commercial
$
156,646


$
122,434


$
125,283


$
6,893


$
5,436


$
6,082


4.40
%

4.44
%

4.85
%
Real estate
809,545


677,633


663,224


39,362


33,508


38,425


4.86


4.94


5.79

Consumer
9,669


4,792


5,847


730


354


403


7.55


7.39


6.89

Total loans
975,860


804,859


794,354


46,985


39,298


44,910


4.81


4.88


5.65



















Securities:


























Federal agencies and GSEs
88,384


74,390


55,435


1,364


852


532


1.54


1.15


0.96

Mortgage-backed and CMOs
61,741


61,377


74,909


1,346


1,453


1,442


2.18


2.37


1.93

State and municipal
183,208


187,595


193,254


6,746


7,307


7,750


3.68


3.90


4.01

Other
15,783


15,106


15,007


532


477


430


3.37


3.16


2.87

Total securities
349,116


338,468


338,605


9,988


10,089


10,154


2.86


2.98


3.00



















Federal funds sold
5,230


—


—


6


—


—


0.11


—


—

Deposits in other banks
61,280


52,768


53,857


204


156


151


0.33


0.30


0.28

Total interest earning assets
1,391,486


1,196,095


1,186,816


57,183


49,543


55,215


4.11


4.14


4.65



















Nonearning assets
132,280


116,377


120,338





































Total assets
$
1,523,766


$
1,312,472


$
1,307,154





































Deposits:


























Demand
$
223,825


$
183,994


$
161,602


82


71


111


0.04


0.04


0.07

Money market
196,828


177,046


178,235


260


232


338


0.13


0.13


0.19

Savings
109,697


88,629


84,162


53


47


71


0.05


0.05


0.08

Time
404,366


368,712


405,213


4,416


4,304


4,940


1.09


1.17


1.22

Total deposits
934,716


818,381


829,212


4,811


4,654


5,460


0.51


0.57


0.66



















Customer repurchase agreements
48,105


43,724


47,816


9


7


40


0.02


0.02


0.08

Other short-term borrowings
14


701


1


—


2


—


0.36


0.29


0.40

Long-term borrowings
37,515


37,398


37,437


1,084


1,067


1,083


2.89


2.85


2.89

Total interest bearing liabilities
1,020,350


900,204


914,466


5,904


5,730


6,583


0.58


0.64


0.72



















Noninterest bearing demand deposits
297,483


234,149


220,980



















Other liabilities
9,415


5,912


6,370



















Shareholders' equity
196,518


172,207


165,338



















Total liabilities and shareholders' equity
$
1,523,766


$
1,312,472


$
1,307,154





































Interest rate spread


















3.53
%

3.50
%

3.93
%
Net interest margin


















3.69
%

3.66
%

4.10
%


















Net interest income (taxable equivalent basis)




51,279


43,813


48,632








Less: Taxable equivalent adjustment




2,014


2,088


2,259









Net interest income







$
49,265


$
41,725


$
46,373










31

The following table presents the dollar amount of changes in interest income and interest expense, and distinguishes between changes resulting from fluctuations in average balances of interest earning assets and interest bearing liabilities (volume), and changes resulting from fluctuations in average interest rates on such assets and liabilities (rate). Changes attributable to both volume and rate have been allocated proportionately (dollars in thousands):
Changes in Net Interest Income (Rate / Volume Analysis)

2015 vs. 2014

2014 vs. 2013

Increase

Change
Attributable to

Increase

Change
Attributable to
Interest income
(Decrease)

Rate

Volume

(Decrease)

Rate

Volume
Loans:











Commercial
$
1,457


$
(49
)

$
1,506


$
(646
)

$
(510
)

$
(136
)
Real estate
5,854


(568
)

6,422


(4,917
)

(5,736
)

819

Consumer
376


8


368


(49
)

27


(76
)
Total loans
7,687


(609
)

8,296


(5,612
)

(6,219
)

607

Securities:















Federal agencies and GSEs
512


332


180


320


116


204

Mortgage-backed and CMOs
(107
)

(116
)

9


11


298


(287
)
State and municipal
(561
)

(393
)

(168
)

(443
)

(219
)

(224
)
Other securities
55


33


22


47


44


3

Total securities
(101
)

(144
)

43


(65
)

239


(304
)
Federal funds sold
6


6


—


—


—


—

Deposits in other banks
48


21


27


5


8


(3
)
Total interest income
7,640


(726
)

8,366


(5,672
)

(5,972
)

300













Interest expense

















Deposits:

















Demand
11


(4
)

15


(40
)

(54
)

14

Money market
28


2


26


(106
)

(104
)

(2
)
Savings
6


(4
)

10


(24
)

(28
)

4

Time
112


(288
)

400


(636
)

(204
)

(432
)
Total deposits
157


(294
)

451


(806
)

(390
)

(416
)
Customer repurchase agreements
2


1


1


(33
)

(30
)

(3
)
Other borrowings
15


31


(16
)

(14
)

(33
)

19

Total interest expense
174


(262
)

436


(853
)

(453
)

(400
)
Net interest income
$
7,466


$
(464
)

$
7,930


$
(4,819
)

$
(5,519
)

$
700

Noninterest Income
For the year ended December 31, 2015, noninterest income increased $2,111,000 or 18.9% compared to the year ended December 31, 2014. Unless otherwise noted, these increases are primarily related to the January 2015 acquisition of MainStreet. Details of individual accounts are shown in the table on the following page.

32


Years Ended December 31,

(Dollars in thousands)

2015

2014

$ Change

% Change
Noninterest income:







Trust fees
$
3,935


$
4,196


$
(261
)

(6.2
)%
Service charges on deposit accounts
2,066


1,735


331


19.1

Other fees and commissions
2,377


1,903


474


24.9

Mortgage banking income
1,320


1,126


194


17.2

Securities gains, net
867


505


362


71.7

Brokerage fees
946


643


303


47.1

Income from Small Business Investment Companies
912


176


736


80.7

Other
2,722


1,711


1,011


59.1

Total noninterest income
$
15,145


$
11,995


$
3,150


26.3
%
A substantial portion of trust fees are earned based on account fair values, so changes in the equity markets may have a large and potentially volatile impact on revenue. Trust income decreased for 2015 compared to 2014, largely related to the 2014 recognition of a one-time estate fee revenue of approximately $110,000. Trust income was not immediately impacted by the MainStreet acquisition. Service charge income was positively impacted by increases in overdraft and returned check fee income and higher fee income from debit card activity. These categories were higher based on larger transaction volume. Mortgage banking income was higher in 2015 based on greater loan demand volume in existing markets and the impact of the MainStreet acquisition. Secondary market mortgage loan volume for 2015 was $59,030,000 compared to $49,565,000 for 2014. Securities gains also increased, which related to the Company's decision to reduce its exposure to states with unusually large unfunded pension obligations and states sensitive to the large decline in the price of oil, notably Texas. Other income was positively impacted by increased income from Small Business Investment Company ("SBIC") investments. Approximately $735,000 or 72.7% of the increase in this category was directly related to SBIC income, which is volatile and difficult to predict.

Years Ended December 31,

(Dollars in thousands)

2014

2013

$ Change

% Change
Noninterest income:







Trust fees
$
4,196


$
3,689


$
507


13.7
%
Service charges on deposit accounts
1,735


1,750


(15
)

(0.9
)
Other fees and commissions
1,903


1,864


39


2.1

Mortgage banking income
1,126


2,008


(882
)

(43.9
)
Securities gains, net
505


192


313


163.0

Brokerage fees
643


469


174


37.1

Income from Small Business Investment Companies
176


12


164


1,366.7

Other
1,711


1,324


387


29.2

Total noninterest income
$
11,995


$
11,308


$
687


6.1
%
A substantial portion of trust fees are earned based on account market values, so changes in the equity markets may have a large and potentially volatile impact on revenue. Trust income increased for 2014 compared to 2013. The size of the increase was negatively impacted by a $330,000 refund, paid in the first quarter of 2013, related to a long running error in a trust agreement. Mortgage banking income decreased in 2014 from 2013 due to increases in mortgage interest rates, which slowed demand for mortgage loan refinancing and, accordingly, reduced volume and income. Also contributing to the decline in demand in 2014, was that most credit worthy customers who desired a mortgage refinance had taken advantage of the low interest rates in prior years. Secondary market mortgage loan volume for 2014 was $49,565,000 compared to $79,392,000 for 2013. Securities gains increased in 2014 from 2013 as a result of the Company selling bonds consistent with the ongoing asset liability and liquidity objectives. Most of these sales were related to issuers located in states with which management had some significant credit or economic concerns. The increase in other income in 2014 compared to 2013 was primarily attributable to

33

brokerage income, which was up $174,000 and income from an equity investment in a SBIC, which was up $164,000. Income from the SBIC investment is erratic and unpredictable.

Noninterest Expense
For the year ended December 31, 2015, noninterest expense increased $5,985,000 or 17.3% as compared to the year ended December 31, 2014. Unless otherwise noted, these increases are primarily related to the January 2015 acquisition of MainStreet. Details of individual accounts are shown in the table below.

Years Ended December 31,

(Dollars in thousands)

2015

2014

$ Change

% Change
Noninterest Expense:







Salaries
$
16,554


$
14,688


$
1,866


12.7
%
Employee benefits
4,311


2,988


1,323


44.3

Occupancy and equipment
4,425


3,727


698


18.7

FDIC assessment
750


647


103


15.9

Bank franchise tax
898


901


(3
)

NM
Core deposit intangible amortization
1,201


1,114


87


7.8

Data processing
1,725


1,448


277


19.1

Software
1,158


1,019


139


13.6

Other real estate owned, net
99


240


(141
)

(58.8
)
Merger related expenses
1,998


780


1,218


156.2

Other
7,424


7,006


418


6.0

Total noninterest expense
$
40,543


$
34,558


$
5,985


17.3
%
NM- Not meaningful







Salaries expense increased significantly in 2015 compared to 2014 primarily related to the MainStreet acquisition. The increase in salaries expense represents 31.2% of the total increase in noninterest expense between 2015 and 2014. Total full time equivalent employees increased to 303 in 2015 from 284 in 2014. Employee benefits were impacted by the acquisition and also increased health care and pension settlement expense. Data processing expense increased due to higher transaction volumes, increased usage of the Company's core information management system, and also a delay in the operational conversion for MainStreet from March to May 2015. Other real estate owned expense includes gains and losses on sale of foreclosed properties, adjustments related to re-appraisals of foreclosed properties, and operating expenses related to maintaining foreclosed properties. It is inherently volatile from period to period. Nonrecurring MainStreet acquisition related expenses represent 20.4% of the total increase in noninterest expense between 2015 and 2014.

34


Years Ended December 31,

(Dollars in thousands)

2014

2013

$ Change

% Change
Noninterest Expense:







Salaries
$
14,688


$
14,059


$
629


4.5
%
Employee benefits
2,988


3,848


(860
)

(22.3
)
Occupancy and equipment
3,727


3,614


113


3.1

FDIC assessment
647


647


—


—

Bank franchise tax
901


745


156


20.9

Core deposit intangible amortization
1,114


1,501


(387
)

(25.8
)
Data processing
1,448


1,248


200


16.0

Software
1,019


923


96


10.4

Other real estate owned, net
240


1,523


(1,283
)

(84.2
)
Merger related expenses
780


—


780


NM
Other
7,006


6,997


9


0.1

Total noninterest expense
$
34,558


$
35,105


$
(547
)

(1.6
)%
NM - Not meaningful







Salaries expense increased modestly in 2014 from 2013, mostly related to normal annual increases. Employee benefits expense decreased substantially in 2014 from 2013. A large portion of this decrease, $778,000, was related to pension expense. Pension expense is impacted by market interest rates and participant decisions regarding retirement distributions, both of which can be difficult for the Company to predict. Total full time equivalent employees were 284 at the end of 2014 compared to 290 at the end of 2013. Other real estate owned expense includes gains and losses on sale of foreclosed properties, adjustments related to re-appraisals of foreclosed properties, and operating expenses related to maintaining foreclosed properties. It is inherently volatile from period to period. Merger related expenses are related to the MainStreet acquisition.
Other Real Estate Owned ("OREO") expense, includes gains and losses on sale of foreclosed properties, adjustments related to re-appraisals of foreclosed properties, and operating expenses related to maintaining foreclosed properties. The activity related to this noninterest expense for the years ended December 31, 2015, 2014, and 2013 are shown below (dollars in thousands):

2015

2014

2013
(Gain) on sale of OREO
$
(185
)

$
(66
)

$
(85
)
OREO valuation adjustments
86


68


1,070

OREO related expense
198


238


538


$
99


$
240


$
1,523

Income Taxes
Income taxes on 2015 earnings amounted to $6,020,000, resulting in an effective tax rate of 28.6%, compared to 29.0% in 2014 and 27.8% in 2013. The effective tax rate is lower than the statutory rate of 35% due to income that is not taxable for federal income tax purposes. The primary non-taxable income is that of state and municipal securities and loans. The decrease in the effective rate is related to a higher level of tax exempt municipal loans.

35

Fair Value Impact to Pretax Income
The July 2011 merger with MidCarolina and the January 2015 merger with MainStreet had a material and positive impact on earnings. The ongoing financial impact of the mergers was mostly the result of the increase in earnings assets. However, the specific financial impact of the fair value related accounting adjustments is reflected in the following tables. The tables present the actual effect of the accretable and amortizable fair value adjustments attributable to the mergers on net interest income and pretax income for the years ended December 31, 2015, 2014, and 2013, respectively (dollars in thousands):





December 31, 2015



Income Statement Effect

Premium/(Discount) Balance on December 31, 2014

Additions for the year ended
Accretion (Amortization) For the year ended

Remaining Premium/ (Discount) Balance


Interest income/(expense):










Acquired performing loans
Income

$
(3,358
)

$
(1,279
)
$
1,576


$
(3,061
)


Purchase acquired impaired loans
Income

(3,424
)

(5,097
)
1,455


(7,066
)

(1)
Time deposits
Income

—


(288
)
288


—



Time deposits - brokered
Income

—


(2
)
2


—



FHLB advances
Expense

65


—

(23
)

42



Trust preferred securities
Expense

1,862


—

(101
)

1,761



Net Interest Income





(6,666
)
3,197

















Non-interest (expense)













Amortization of core deposit intangible
Expense

$
2,045


1,839

(1,201
)

$
2,683



Net non-interest expense





1,839

(1,201
)
















Change in pretax income





$
(4,827
)
$
1,996






(1) Remaining discount balance includes $238,000 in reclassifications from the non-accretable difference.





December 31, 2014



Income Statement Effect

Premium/(Discount) Balance on December 31, 2013

Accretion (Amortization) For the year ended

Remaining Premium/ (Discount) Balance


Interest income/(expense):









Acquired performing loans
Income

$
(5,010
)

$
1,608


$
(3,358
)

(1)
Purchase acquired impaired loans
Income

(4,371
)

947


(3,424
)

(2)
FHLB advances
Income

87


(22
)

65



Trust preferred securities
Expense

1,964


(102
)

1,862



Net Interest Income





2,431
















Non-interest (expense)












Amortization of core deposit intangible
Expense

$
2,969


(924
)

$
2,045



Net non-interest expense





(924
)















Change in pretax income





$
1,507






(1) Remaining discount balance includes $35,000 of mark moved to OREO and $9,000 of charge-offs against the mark.
(2) Remaining discount balance includes $579,000 in reclassifications from the non-accretable difference.

36






December 31, 2013



Income Statement Effect

Premium/(Discount) Balance on December 31, 2012

Accretion (Amortization) For the year ended

Remaining Premium/ (Discount) Balance


Interest income/(expense):









Acquired performing loans
Income

$
(9,631
)

$
4,601


$
(5,010
)

(1)
Purchase acquired impaired loans
Income

(7,006
)

2,635


(4,371
)

(2)
Time deposits-brokered
Income

(278
)

278


—



FHLB advances
Expense

109


(22
)

87



Trust preferred securities
Expense

2,066


(102
)

1,964



Net Interest Income





7,390
















Non-interest (expense)












Amortization of core deposit intangible
Expense

$
4,094


(1,125
)

$
2,969



Net non-interest expense





(1,125
)















Change in pretax income





$
6,265






(1) Remaining discount balance includes $90,000 of mark moved to OREO and $11,000 of charge-offs against the mark.
(2) Remaining discount balance includes 2,516,000 in reclassifications from the non-accretable difference.
Generally accepted accounting principles for business combinations require the acquired balance sheet to be valued at fair value at the time of the merger. In the context of acquiring a commercial bank, most of the balance sheet is interest rate sensitive and this can generate significant discounts or premiums to contractual values. These discounts or premiums will have potentially significant impact to net interest income and to net income.
The table below summarizes the impact of the fair value merger related accounting impact to net interest income and impact to pretax income of the MidCarolina ("MC") and MainStreet ("MS") acquisitions (dollars in thousands):
For the Years Ended December 31,
2015

2014

2013













MC
MS
Total

MC
MS
Total

MC
MS
Total












Net interest income
$
2,268

$
929

$
3,197


$
2,431

$
—

$
2,431


$
7,390

$
—

$
7,390

Core deposit amortization
(906
)
(295
)
(1,201
)

(924
)
—

(924
)

(1,125
)
—

(1,125
)
Total pretax income
$
1,362

$
634

$
1,996


$
1,507

$
—

$
1,507


$
6,265

$
—

$
6,265

The MidCarolina acquisition was effective July 1, 2011. The MainStreet acquisition was effective January 1, 2015. Management expects that the fair value accounting financial impact of both acquisitions will continue to decline in subsequent quarters.
Impact of Inflation and Changing Prices
The majority of assets and liabilities of a financial institution are monetary in nature and therefore differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. The most significant effect of inflation is on noninterest expenses that tend to rise during periods of inflation. Changes in interest rates have a greater impact on a financial institution's profitability than do the effects of higher costs for goods and services. Through its balance sheet management practices, the Company has the ability to react to those changes and measure and monitor its interest rate and liquidity risk.
Market Risk Management
Effectively managing market risk is essential to achieving the Company's financial objectives. Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. The Company is generally not subject to currency exchange risk or commodity price risk. The Company's primary market risk exposure is interest rate risk; however, market risk also includes liquidity risk. Both are discussed in the following sections.

37

Interest Rate Risk Management
Interest rate risk and its impact on net interest income is a primary market risk exposure. The Company manages its exposure to fluctuations in interest rates through policies approved by its Asset Liability Committee ("ALCO") and Board of Directors, both of which receive and review periodic reports of the Company's interest rate risk position.
The Company uses computer simulation analysis to measure the sensitivity of projected earnings to changes in interest rates. Simulation takes into account current balance sheet volumes and the scheduled repricing dates, instrument level optionality, and maturities of assets and liabilities. It incorporates numerous assumptions including growth, changes in the mix of assets and liabilities, prepayments, and average rates earned and paid. Based on this information, management uses the model to project net interest income under multiple interest rate scenarios.
A balance sheet is considered asset sensitive when its earning assets (loans and securities) reprise faster or to a greater extent than its liabilities (deposits and borrowings). An asset sensitive balance sheet will produce relatively more net interest income when interest rates rise and less net interest income when they decline. Based on the Company's simulation analysis, management believes the Company's interest sensitivity position at December 31, 2015 is asset sensitive. As of early 2016, management expects that the general direction of market interest rates will be stable to up, though volatility, sometimes substantial, is anticipated in the short-term.
Earnings Simulation
The table below shows the estimated impact of changes in interest rates on net interest income as of December 31, 2015 (dollars in thousands), assuming gradual and parallel changes in interest rates, and consistent levels of assets and liabilities. Net interest income for the following twelve months is projected to increase when interest rates are higher than current rates.
Estimated Changes in Net Interest Income

December 31, 2015

Change in net interest Income
Change in interest rates
Amount

Percent




Up 4.0%
$
8,345


17.4
%
Up 3.0%
6,327


13.2

Up 2.0%
4,240


8.8

Up 1.0%
2,115


4.4

Flat
—


—

Down 0.25%
(607
)

(1.3
)
Down 0.50%
(1,384
)

(2.9
)
Management cannot predict future interest rates or their exact effect on net interest income. Computations of future effects of hypothetical interest rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results. Certain limitations are inherent in such computations. Assets and liabilities may react differently than projected to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag changes in market interest rates. Interest rate shifts may not be parallel.
Changes in interest rates can cause substantial changes in the amount of prepayments of loans and mortgage-backed securities, which may in turn affect the Company's interest rate sensitivity position. Additionally, credit risk may rise if an interest rate increase adversely affects the ability of borrowers to service their debt.
Economic Value Simulation
Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses instantaneous rate shocks to the balance sheet.

38

The following table reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances at the period ended December 31, 2015 (dollars in thousands):
Estimated Changes in Economic Value of Equity

December 31, 2015
Change in interest rates
Amount

$ Change

% Change






Up 4%
$
291,350


$
60,402


26.2
%
Up 3%
287,063


56,115


24.3

Up 2%
278,548


47,601


20.6

Up 1%
261,818


30,871


13.4

Flat
230,948


—


—

Down 0.25%
221,849


(9,098
)

(3.9
)
Down 0.50%
212,917


(18,030
)

(7.8
)
Liquidity Risk Management
Liquidity is the ability of the Company in a timely manner to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the Company's ability to meet the daily cash flow requirements of its customers, whether they are borrowers requiring funds or depositors desiring to withdraw funds. Additionally, the Company requires cash for various operating needs including dividends to shareholders, the servicing of debt, and the payment of general corporate expenses. The Company manages its exposure to fluctuations in interest rates and liquidity needs through policies approved by the ALCO and Board of Directors, both of which receive periodic reports of the Company's interest rate risk and liquidity position. The Company uses a computer simulation model to assist in the management of the future liquidity needs of the Company.
Liquidity sources include on balance sheet and off balance sheet sources.
Balance sheet liquidity sources include cash, amounts due from banks, loan repayments, bond maturities and calls, and increases in deposits. Further, the Company maintains a large, high quality, very liquid bond portfolio, which is generally 50% to 60% unpledged and would, accordingly, be available for sale if necessary.
Off balance sheet sources include lines of credit from the Federal Home Loan Bank of Atlanta ("FHLB"), federal funds lines of credit, and access to the Federal Reserve Bank of Richmond's discount window.
The Company has a line of credit with the FHLB, equal to 30% of the Company's assets, subject to the amount of collateral pledged. Under the terms of its collateral agreement with the FHLB, the Company provides a blanket lien covering all of its residential first mortgage loans, home equity lines of credit, commercial real estate loans and commercial construction loans. In addition, the Company pledges as collateral its capital stock in and deposits with the FHLB. At December 31, 2015, principal advance obligations to the FHLB consisted of $9,958,000 in fixed-rate, long-term advances compared to $9,935,000 in long-term advances at December 31, 2014. The Company also had outstanding $70,700,000 in letters of credit at December 31, 2015 and at December 31, 2014. The letters of credit provide the Bank with additional collateral for securing public entity deposits above FDIC insurance levels, thereby providing less need for collateral pledging from the securities portfolio and accordingly increasing our balance sheet liquidity.
Short-term borrowing is discussed in Note 10 and long-term borrowing is discussed in Note 11 of the Consolidated Financial Statements contained in Item 8 of this Form 10-K.
The Company has federal funds lines of credit established with two correspondent banks in the amounts of $15,000,000 each and has access to the Federal Reserve Bank of Richmond's discount window. There were no amounts outstanding under these facilities at December 31, 2015. The Company, through its subsidiary bank, has a relationship with Promontory Network, the sponsoring entity for the Certificate of Deposit Account Registry Service® ("CDARS"). Through CDARS, the Company is able to provide deposit customers with access to aggregate FDIC insurance in amounts far exceeding $250,000. This gives the Company the ability, as and when needed, to attract and retain large deposits from insurance sensitive customers. CDARS are classified as brokered deposits, however they are generally derived from customers with whom our institution has or wishes to have a direct and ongoing core deposit relationship. As a result, management considers these deposits functionally, though not technically, in the same category as core deposits. With CDARS, the Company has the option to keep deposits on balance sheet or sell them to other members of the network. Additionally, subject to certain limits, the Company can use CDARS to purchase cost-effective funding without collateralization and in lieu of generating funds through traditional brokered CDs or the

39

FHLB. Thus, CDARS serves as a deposit-gathering tool and an additional liquidity management tool. Deposits through the CDARS program as of December 31, 2015 and 2014 were $23,633,000 and $22,255,000, respectively.
The Bank also participates with the Promontory Network using Insured Cash Sweep® ("ICS"), a product which provides the Bank the capability of providing additional deposit insurance to customers in the context of a money market account arrangement. The product is analogous to the CDARS product discussed above.
Management believes that these sources provide sufficient and timely liquidity, both on and off balance sheet.
BALANCE SHEET ANALYSIS
Securities
The securities portfolio generates income, plays a strategic role in the management of interest rate sensitivity, provides a source of liquidity, and is used to meet collateral requirements. The securities portfolio consists of high quality investments, mostly federal agency, mortgage-backed, and state and municipal securities.
The Company is cognizant of the continuing historically low and recently volatile interest rate environment and has elected to maintain a defensive asset liability strategy of purchasing high quality taxable securities of relatively short duration and somewhat longer term tax exempt securities, whose market values are not as volatile in rising rate environments as similar termed taxable investments.

40

The following table presents information on the amortized cost, maturities, and taxable equivalent yields of securities at the end of the last three years (dollars in thousands, except yields):

As of December 31,

2015

2014

2013

Amortized
Cost

Taxable
Equivalent
Yield

Amortized
Cost

Taxable
Equivalent
Yield

Amortized
Cost

Taxable
Equivalent
Yield
Federal Agencies:











Within 1 year
$
10,027


0.56
%

$
1,004


1.44
%

$
1,000


3.17
%
1 to 5 years
34,105


1.37


56,195


1.05


58,203


0.98

5 to 10 years
29,958


2.05


19,718


1.72


7,038


0.88

Over 10 years
7,511


2.70


5,041


2.63


—


—

Total
81,601


1.64


81,958


1.32


66,241


1.00













Mortgage-backed:

















Within 1 year
—


—


—


—


96


2.72

1 to 5 years
6,442


3.40


3,471


4.18


2,371


4.67

5 to 10 years
15,841


2.44


17,567


2.42


22,285


2.43

Over 10 years
48,237


2.12


35,251


2.39


44,416


2.45

Total
70,520


2.51


56,289


2.51


69,168


2.52













State and Municipal:

















Within 1 year
17,769


2.46


10,673


2.07


6,737


1.82

1 to 5 years
77,385


3.28


76,279


2.94


73,986


2.72

5 to 10 years
59,031


3.97


80,468


4.23


89,077


4.27

Over 10 years
16,083


3.87


20,640


3.97


23,451


4.92

Total
170,268


3.56


188,060


3.56


193,251


3.67













Corporate Securities:

















Within 1 year
249


0.92


—


—


—


—

1 to 5 years
7,914


1.81


7,916


1.83


8,083


1.96

5 to 10 years
2,456


3.06


500


2.42


2,876


1.91

Total
10,619


2.08


8,416


1.86


10,959


1.95













Preferred Stock:

















No maturity
1,000


6.00


1,000


6.00


1,000


6.00

Total
1,000


6.00


1,000


6.00


1,000


6.00













Total portfolio
$
334,008


2.75
%

$
335,723


2.80
%

$
340,619


2.87
%
Loans
The loan portfolio consists primarily of commercial and residential real estate loans, commercial loans to small and medium-sized businesses, construction and land development loans, and home equity loans.
Average loans increased $171,001,000 or 21.2% from 2014 to 2015, mostly impacted by the MainStreet merger. Average loans increased $10,505,000 or 1.3% from 2013 to 2014.
At December 31, 2015, total loans were $1,005,525,000, an increase of $164,600,000 or 19.6% from the prior year. Of this increase, $105,934,000 or 64.4% related to the MainStreet merger. The remaining $58,666,000 represents annualized organic growth of 7.1%, the highest level of organic loan growth for the Company since the 2008 financial crisis.
Loans held for sale totaled $3,266,000 at December 31, 2015 and $616,000 at December 31, 2014. Loan production volume was $59,030,000 and $49,565,000 for 2015 and 2014, respectively. These loans were approximately 70% purchase, 30% refinancing.

41

Management of the loan portfolio is organized around portfolio segments. Each segment is comprised of a various loan types that are reflective of operational and regulatory reporting requirements. The following table presents the Company's portfolio as of the dates indicated by segment (dollars in thousands):
Loans

As of December 31,

2015

2014

2013

2012

2011
Real estate:









Construction and land development
$
72,968


$
50,863


$
41,822


$
48,812


$
54,433

Commercial real estate
430,186


391,472


364,616


355,433


351,961

Residential real estate
220,434


175,293


171,917


161,033


179,812

Home equity
98,449


91,075


87,797


91,313


96,195

Total real estate
822,037


708,703


666,152


656,591


682,401











Commercial and industrial
177,481


126,981


122,553


126,192


134,166

Consumer
6,007


5,241


5,966


5,922


8,191











Total loans
$
1,005,525


$
840,925


$
794,671


$
788,705


$
824,758

The following table provides loan balance information by geographic regions. In some circumstances, loans may be originated in one region for borrowers located in other regions (dollars in thousands):
Loans by Geographic Region

As of December 31, 2015

Percentage Change
in Balance Since
December 31, 2014
Balance

Percentage
of Portfolio

Danville region
$
206,069


20.5
%

(0.3
)%
Central region
157,734


15.7


10.6

Southside region
80,977


8.1


(4.8
)
Eastern region
77,677


7.7


3.7

Franklin region
121,723


12.1


N/A

Alamance region
214,866


21.4


6.5

Guilford region
146,479


14.6


12.8







Total loans
$
1,005,525


100.0
%

19.6
%
The large year over year increase in the Guilford region was the result of a convergence of improving business conditions in the Greensboro, North Carolina market and an ongoing, active program of customer outreach conducted by the Bank's market area lenders.
The Danville region consists of offices in Danville, Virginia and Yanceyville, North Carolina. The Central region consists of offices in Bedford, Lynchburg, and the counties of Bedford, Campbell, and Nelson, Virginia. The Southside region consists of offices in Martinsville and Henry County, Virginia. The Eastern region consists of offices in South Boston and the counties of Halifax and Pittsylvania, Virginia. The Alamance region consists of offices in Burlington, Graham, and Mebane, North Carolina. The Guilford region consists of offices in Greensboro, North Carolina. The Franklin region consists of offices in Rocky Mount, Union Hall, and Hardy, Virginia. The Guilford region consists of offices in Greensboro, North Carolina.
The Company does not participate in or have any highly leveraged lending transactions, as defined by bank regulations. The Company has no foreign loans. While there were no concentrations of loans to any individual, group of individuals, business, or industry that exceeded 10% of total loans at December 31, 2015 or 2014, loans to lessors of nonresidential buildings represented 19.5% of total loans at December 31, 2015 and 19.5% at December 31, 2014. These lessees and lessors are engaged in a variety of industries.

42

The following table presents the maturity schedule of selected loan types (dollars in thousands):
Maturities of Selected Loan Types
December 31, 2015

Commercial
and
Industrial (1)

Construction
and Land
Development

Total
1 year or less
$
82,531


$
25,484


$
108,015

1 to 5 years (2)
67,151


26,985


94,136

After 5 years (2)
27,799


20,499


48,298

Total
$
177,481


$
72,968


$
250,449

(1)
Includes agricultural loans.
(2)
Of the loans due after one year, $141,794 have predetermined interest rates and $640 have floating or adjustable interest rates.
Provision for Loan Losses
The provision for loan losses was $950,000, $400,000, and $294,000 for the years ended December 31, 2015, 2014, and 2013, respectively.
The larger provision expense in 2015 related to the increase in organic loan growth and the relatively rapid maturities and renewals of the performing acquired loan portfolio of MainStreet and their resulting transfer to the regular loan portfolio.
Allowance for Loan Losses ("ALLL")
The purpose of the ALLL is to provide for probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and by recoveries of previously charged-off loans. Loan charge-offs decrease the allowance.
The ALLL was $12,601,000, $12,427,000, and $12,600,000 at December 31, 2015, 2014, and 2013, respectively. The ALLL as a percentage of loans at each of those dates were 1.25%, 1.48%, and 1.59%, respectively.
The decrease in the allowance as a percentage of loans during 2015 was primarily impacted by the January 2015 acquisition of MainStreet. The MainStreet acquired loan portfolio totaled $122,336,000 at January 1, 2015, was marked to fair value and no allowance for loan losses was included in the merger transaction. At December 31, 2015, the acquired performing loans from MainStreet were $62,887,000, with a related credit mark of $843,000 or 1.1%. At the same date, the acquired credit impaired loans were $27,172,000, with a related nonaccretable portion of loan mark of $4,011,000 or 15%. Of the acquired impaired loans, $1,926,000 were nonperforming at year end.
In an effort to better evaluate the adequacy of its ALLL, the Company computes its ASC 450, Contingencies, loan balance by reducing total loans by acquired loans and loans that were evaluated for impairment individually or smaller balance nonaccrual loans evaluated for impairment in homogeneous pools. It also adjusts its ASC 450 loan loss reserve balance total by removing allowances associated with these other pools of loans.
The general allowance, ASC 450 (FAS 5) reserves to ASC 450 loans, was 1.40% at December 31, 2015, compared to 1.55% at December 31, 2014. On a dollar basis, the reserve was $12,159,000 at December 31, 2015, compared to $11,716,000 at December 31, 2014. The percentage of the reserve to total loans has declined primarily due to improving local and national economic conditions. The percentage of the reserve to total loans has declined due to improving local and national economic conditions, continued improvement in asset quality metrics, and a substantial portion of net loan growth in loans to highly rated municipal issuers, with consequently relatively small loss allowances. This segment of the allowance represents by far the largest portion of the loan portfolio and the largest aggregate risk.
The specific allowance, ASC 310-40 (FAS 114) reserves to ASC 310-40 loans, was 0.74% at December 31, 2015, compared to 3.64% at December 31, 2014. On a dollar basis, the reserve was $35,000 at December 31, 2015, compared to $165,000 at December 31, 2014. The decrease in the dollar amount of the reserve was related to changes in characteristics of loans reviewed individually for impairment and charge-offs of specific reserves in 2015 that were recorded in the prior year. There is ongoing turnover in the composition of the impaired loan population, which increased $170,000 over December 31, 2014.
The specific allowance does not include reserves related to acquired loans with deteriorated credit quality. This reserve was $407,000 at December 31, 2015, compared to $546,000 at December 31, 2014. This is the only portion of the reserve related to

43

acquired loans. Cash flow expectations for these loans are reviewed on a quarterly basis and unfavorable changes in those estimates relative to the initial estimates can result in the need for specific loan loss provision.
The following table presents the Company's loan loss and recovery experience for the past five years (dollars in thousands):
Summary of Loan Loss Experience


Year Ended December 31,


2015

2014

2013

2012

2011
Balance at beginning of period

$
12,427


$
12,600


$
12,118


$
10,529


$
8,420












Charge-offs:















Construction and land development

20


—


—


202


529

Commercial real estate

462


510


164


370


173

Residential real estate

15


121


213


579


641

Home equity

308


137


156


115


230

Total real estate

805


768


533


1,266


1,573

Commercial and industrial

175


101


129


748


163

Consumer

220


95


175


72


127

Total charge-offs

1,200


964


837


2,086


1,863












Recoveries:















Construction and land development

81


28


227


87


36

Commercial real estate

43


38


96


388


270

Residential real estate

121


126


179


252


40

Home equity

18


65


65


27


10

Total real estate

263


257


567


754


356

Commercial and industrial

32


51


335


707


373

Consumer

129


83


123


81


73

Total recoveries

424


391


1,025


1,542


802












Net charge-offs (recoveries)

776


573


(188
)

544


1,061

Provision for loan losses

950


400


294


2,133


3,170

Balance at end of period

$
12,601


$
12,427


$
12,600


$
12,118


$
10,529

The following table summarizes the allocation of the allowance for loan losses by major portfolio segments for the past five years (dollars in thousands):
Allocation of Allowance for Loan Losses

Year Ended December 31,

2015

2014

2013

2012

2011

Amount

%

Amount

%

Amount

%

Amount

%

Amount

%




















Commercial
$
2,065


17.4
%

$
1,818


15.1
%

$
1,810


15.4
%

$
1,450


16.0
%

$
1,236


16.3
%




















Commercial real estate
6,930


50.0


6,814


52.6


6,819


51.1


6,822


51.2


5,719


49.3





















Residential real estate
3,546


28.1


3,715


31.7


3,690


32.7


3,638


32.0


3,412


33.5





















Consumer
60


0.5


80


0.6


99


0.8


208


0.8


162


1.0





















Unallocated
—


—


—


—


182


—


—


—


—


—





















Total
$
12,601


100.0
%

$
12,427


100.0
%

$
12,600


100.0
%

$
12,118


100.0
%

$
10,529


100.0
%
% - represents the percentage of loans in each category to total loans.

44

Asset Quality Indicators
The following table provides certain qualitative indicators relevant to the Company's loan portfolio for the past five years.
Asset Quality Ratios

As of or for the Years Ended December 31,

2015

2014

2013

2012

2011
Allowance to loans*
1.25
%

1.48
%

1.59
%

1.54
%

1.28
%
ASC 450/general allowance
1.40


1.55


1.75


1.98


1.95

Net charge-offs (recoveries) to year-end allowance
6.16


4.61


(1.49
)

4.49


10.08

Net charge-offs (recoveries) to average loans
0.08


0.07


(0.02
)

0.07


0.16

Nonperforming assets to total assets*
0.48


0.46


0.65


0.90


1.46

Nonperforming loans to loans*
0.52


0.49


0.64


0.67


1.66

Provision to net charge-offs (recoveries)
122.42


69.81


(156.38
)

392.10


298.77

Provision to average loans
0.10


0.05


0.04


0.26


0.47

Allowance to nonperforming loans*
242.09


302.21


248.47


227.95


76.74

* - at year end.
Nonperforming Assets (Loans and Other Real Estate Owned)
Nonperforming loans include loans on which interest is no longer accrued and accruing loans that are contractually past due 90 days or more. Nonperforming loans include loans originated and loans acquired.
Nonperforming loans to total loans were 0.52% at December 31, 2015 compared to 0.49% at December 31, 2014.
Nonperforming assets include nonperforming loans and foreclosed real estate. Nonperforming assets represented 0.48% at December 31, 2015 compared to 0.46% of total assets at December 31, 2014. The change in nonperforming loans during 2015 was $1,093,000, MainStreet related nonperforming loans at December 31, 2015, were $1,926,000.
In most cases, it is the policy of the Company that any loan that becomes 90 days past due will automatically be placed on nonaccrual loan status, accrued interest reversed out of income, and further interest accrual ceased. Any payments received on such loans will be credited to principal. In some cases a loan in process of renewal may become 90 days past due. In these instances the loan may still be accruing because of a delayed renewal process in which the customer has not been billed.
Loans will only be restored to full accrual status after six consecutive months of payments that were each less than 30 days delinquent. The Company strictly adheres with this policy before restoring a loan to normal accrual status.

45

The following table presents the Company's nonperforming asset history, including acquired impaired loans as of the dates indicated (dollars in thousands):
Nonperforming Assets

As of December 31,

2015

2014

2013

2012

2011
Nonaccrual loans:









Real estate
$
5,106


$
4,111


$
5,060


$
5,261


$
11,651

Commercial
90


—


11


52


1,820

Agricultural
—


—


—


—


—

Consumer
9


1


—


3


49

Total nonaccrual loans
5,205


4,112


5,071


5,316


13,520











Loans past due 90 days and accruing interest:














Real estate
—


—


—


—


197

Commercial
—


—


—


—


—

Agricultural
—


—


—


—


—

Consumer
—


—


—


—


—

Total past due loans
—


—


—


—


197











Total nonperforming loans
5,205


4,112


5,071


5,316


13,717











Other real estate owned, net
2,184


2,119


3,422


6,193


5,353











Total nonperforming assets
$
7,389


$
6,231


$
8,493


$
11,509


$
19,070

Impaired Loans
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The following table shows loans that were considered impaired, exclusive of acquired impaired loans, as of the dates indicated (dollars in thousands):
Impaired Loans

As of December 31,

2015

2014

2013

2012

2011
Accruing
$
1,171


$
989


$
958


$
499


$
313

On nonaccrual status
3,536


3,548


5,071


2,548


2,925

Total impaired loans
$
4,707


$
4,537


$
6,029


$
3,047


$
3,238

Troubled Debt Restructurings ("TDRs")
TDRs exist whenever the Company makes a concession to a customer based on the customer's financial distress that would not have otherwise been made in the normal course of business.
There was $1,958,000 in TDRs at December 31, 2015 compared to $2,862,000 at December 31, 2014.

46

Other Real Estate Owned
Other real estate owned is carried on the consolidated balance sheets at $2,184,000 and $2,119,000 as of December 31, 2015 and 2014, respectively. Foreclosed assets are initially recorded at fair value, less estimated costs to sell, at the date of foreclosure. Loan losses resulting from foreclosure are charged against the ALLL at that time. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the new cost basis or fair value, less estimated costs to sell with any additional write-downs charged against earnings. For significant assets, these valuations are typically outside annual appraisals. The following table shows OREO as of the dates indicated (dollars in thousands):

As of December 31,

2015

2014

2013

2012

2011
Construction and land development
$
886


$
1,577


$
1,683


$
3,290


$
3,001

Farmland
—


—


—


236


—

1-4 family residential
643


382


1,400


1,090


1,267

Multifamily (5 or more) residential
—


—


—


1,012


—

Commercial real estate
655


160


339


565


1,085


$
2,184


$
2,119


$
3,422


$
6,193


$
5,353

Deposits
The Company's deposits consist primarily of checking, money market, savings, and consumer and commercial time deposits. Average deposits increased $179,669,000 or 17.1% in 2015, after increasing $2,338,000 or 0.22% in 2014.
Period-end total deposits increased $186,823,000 or 17.4% during 2015. The MainStreet merger accounted for 73.5% of the increase. The remaining increase was primarily related to growth in core deposits throughout the Bank's other markets, which is consistent with the Company's asset liability strategy. The Company has only a relatively small portion of its time deposits provided by wholesale sources. These include brokered time deposits, which at year end totaled $0 for 2015 and 2014, and $4,000,000 for 2013. They also included time deposits through the CDARs program, which at year end totaled $23,633,000 for 2015, $22,255,000 for 2014, and $22,375,000 for 2013. Management considers the CDARs deposits the functional, though not regulatory, equivalent of core deposits, because they relate to balances derived from customers with long standing relationships with the Company.
Average deposits and rates for the years indicated (dollars in thousands):
Deposits

Year Ended December 31,

2015

2014

2013

Average
Balance

Rate

Average
Balance

Rate

Average
Balance

Rate
Noninterest bearing deposits
$
297,483


—
%

$
234,149


—
%

$
220,980


—
%
Interest bearing accounts:

















NOW accounts
$
223,825


0.04
%

$
183,994


0.04
%

$
161,602


0.07
%
Money market
196,828


0.13


177,046


0.13


178,235


0.19

Savings
109,697


0.05


88,629


0.05


84,162


0.08

Time
404,366


1.09


368,712


1.17


405,213


1.22

Total interest bearing deposits
$
934,716


0.51
%

$
818,381


0.57
%

$
829,212


0.66
%
Average total deposits
$
1,232,199


0.39
%

$
1,052,530


0.44
%

$
1,050,192


0.52
%


47

Certificates of Deposit of $100,000 or More
Certificates of deposit at December 31, 2015 in amounts of $100,000 or more were classified by maturity as follows (dollars in thousands):

December 31, 2015
3 months or less
$
55,750

Over 3 through 6 months
12,766

Over 6 through 12 months
119,399

Over 12 months
58,515

Total
$
246,430

Certificates of Deposit of $250,000 or More
Certificates of deposit at December 31, 2015 in amounts of $250,000 or more were classified by maturity as follows (dollars in thousands):

December 31, 2015
3 months or less
$
26,184

Over 3 through 6 months
3,524

Over 6 through 12 months
29,638

Over 12 months
73,340

Total
$
132,686

Borrowed Funds
In addition to internal deposit generation, the Company also relies on borrowed funds as a supplemental source of funding. Borrowed funds consist of customer repurchase agreements, overnight borrowings from the FHLB and longer-term FHLB advances, and trust preferred capital notes. Customer repurchase agreements are borrowings collateralized by securities of the U.S. Government, its agencies, or Government Sponsored Enterprises ("GSEs") and generally mature daily. The Company considers these accounts to be a stable and low cost source of funds. The securities underlying these agreements remain under the Company's control. Refer to Notes 11 and 12 of the Consolidated Financial Statements contained in Item 8 of this Form 10-K for a discussion of long-term debt.
The following table presents information pertaining to the Company's short-term borrowed funds as of the dates indicated (dollars in thousands):
Short-Term Borrowings


As of December 31,


2015

2014





Customer repurchase agreements

$
40,611


$
53,480






Weighted interest rate

0.02
%

0.02
%





Average for the year ended:






Outstanding

$
48,105


$
43,724

Interest rate

0.02
%

0.02
%





Maximum month-end outstanding

$
53,664


$
53,480

In the regular course of conducting its business, the Company takes deposits from political subdivisions of the states of Virginia and North Carolina. At December 31, 2015 the Bank's public deposits totaled $149,449,000. The Company is legally required to provide collateral to secure the deposits that exceed the insurance coverage provided by the FDIC. This collateral can be provided in the form of certain types of government agency bonds or letters of credit from the FHLB. At year-end 2015, the Company had $70,000,000 in letters of credit with the FHLB outstanding to supplement collateral for such deposits.

48

Shareholders' Equity
The Company's goal with capital management is to be classified as "well capitalized" under regulatory capital ratios and to support growth, while generating acceptable returns on equity and paying a high rate of dividends.
Shareholders' equity was $197,835,000 at December 31, 2015 and $173,780,000 at December 31, 2014.
The Company declared and paid quarterly dividends totaling $0.93 per share for 2015 and $0.92 for each of 2014 and 2013. Cash dividends in 2015 totaled $8,068,000 and represented a 53.6% payout of 2015 net income, compared to a 56.8% payout in 2014, and a 46.0% payout in 2013.
In July 2013, the FRB issued final rules that make technical changes to its capital rules to align them with the Basel III regulatory capital framework and meet certain requirements of the Dodd-Frank Act. The final rules maintain the general structure of the prompt corrective action framework in effect at such time while incorporating certain increased minimum requirements. Effective January 1, 2015, the final rules require the Company and the Bank to comply with the following minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets (increased from the prior requirement of 4.0%); (iii) a total capital ratio of 8.0% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4.0% of total assets (unchanged from the prior requirement). These are the initial capital requirements, which will be phased in over a four-year period. When fully phased in on January 1, 2019, the rules will require the Company and the Bank to maintain such minimum ratios plus a 2.5% "capital conservation buffer" (other than for the leverage ratio). The capital conservation buffer requirement will be phased in beginning January 1, 2016, at 0.625% of risk-weighted assets, increasing by the same amount each year until fully implemented at 2.5% on January 1, 2019. Management believes the Company and the Bank will be compliant with the fully phased-in requirements when they become effective January 1, 2019.

The following table represents the major regulatory capital ratios for the Company as of the dates indicated:

As of December 31,

2015

2014

2013

2012

2011
Risk-Based Capital Ratios:









Common equity tier 1 capital ratio
12.88
%

NA


NA


NA


NA

Tier 1 capital ratio
15.23
%

16.59
%

16.88
%

15.75
%

14.36
%
Total capital ratio
16.34
%

17.86
%

18.14
%

17.00
%

15.55
%










Leverage Capital Ratios:









Tier 1 leverage ratio
12.05
%

12.16
%

11.81
%

11.27
%

10.32
%
Management believes the Company and the Bank meet the requirements to be considered "well capitalized" for all regulatory capital ratios as of December 31, 2015 and 2014.
Stock Repurchase Programs
In years prior to 2014 the Company had, in the normal course of business, operated certain stock repurchase programs. Authority to repurchase shares under these programs had been expired for some time.
On April 17, 2014, the Company filed a Form 8-K with the SEC to announce the approval by its Board of Directors (the "Board") of a stock repurchase program. The program authorized the repurchase of up to 250,000 shares of the Company's common stock over a two year period. The share purchase limit was established at such number of shares equal to approximately 3% of the 7,900,000 common shares then outstanding at the time the Board approved the program.
During 2015, the Company repurchased 150,656 shares at an average cost of $23.27 per share, for a total cost of $3,506,000. In 2014, the Company repurchased 70,184 shares at an average cost of $21.45 per share, for a total cost of $1,508,000.
On November 19, 2015, the Company filed a Form 8-K with the SEC to announce the approval by its Board of another stock repurchase program. The program authorizes the repurchase of up to 300,000 shares of the Company's common stock over a two year period. The share purchase limit was established at such number of shares equal to approximately 3.5% of the 8,622,000 common shares then outstanding at the time the Board approved the program.

49

CONTRACTUAL OBLIGATIONS
The following items are contractual obligations of the Company as of December 31, 2015 (dollars in thousands):

Payments Due By Period

Total

Under 1 Year

1-3 Years

3-5 Years

More than 5 years










Time deposits
$
397,310


$
216,642


$
124,142


$
56,526


$
—

Repurchase agreements
40,611


40,611


—


—


—

FHLB borrowings
9,958


—


9,958


—


—

Operating leases
2,454


882


1,542


30


—

Junior subordinated debt
27,622


—


—


—


27,622

OFF-BALANCE SHEET ACTIVITIES
The Company enters into certain financial transactions in the ordinary course of performing traditional banking services that result in off-balance sheet transactions. Other than AMNB Statutory Trust I, formed in 2006 to issue trust preferred securities, and the MidCarolina Trust I and MidCarolina Trust II, the Company does not have any off-balance sheet subsidiaries. Refer to Note 12 of the Consolidated Financial Statements contained in Item 8 of this Form 10-K for a discussion of junior subordinated debt. Off-balance sheet transactions were as follows as of the dates indicated (dollars in thousands):

December 31,
Off-Balance Sheet Commitments
2015

2014




Commitments to extend credit
$
301,360


$
190,413

Standby letters of credit
4,286


3,333

Mortgage loan rate-lock commitments
5,365


3,372

Total off-balance sheet transaction volume was significantly impacted by the January 2015 acquisition of MainStreet.
Commitments to extend credit to customers represent legally binding agreements with fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future funding requirements. Standby letters of credit are conditional commitments issued by the Company guaranteeing the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements.
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is incorporated herein by reference from Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

50

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Quarterly Financial Results
(in thousands, except per share amounts)

First

Second

Third

Fourth


2015
Quarter

Quarter

Quarter

Quarter

Total










Interest income
$
13,839


$
13,837


$
13,542


$
13,951


$
55,169

Interest expense
1,461


1,455


1,481


1,507


$
5,904











Net interest income
12,378


12,382


12,061


12,444


49,265

Provision for loan losses
600


100


—


250


$
950

Net interest income after provision
for loan losses
11,778


12,282


12,061


12,194


$
48,315











Noninterest income
3,156


3,258


3,055


3,818


$
13,287

Noninterest expense
10,047


11,642


9,388


9,466


$
40,543











Income before income taxes
4,887


3,898


5,728


6,546


$
21,059

Income taxes
1,372


1,018


1,691


1,939


$
6,020

Net income
3,515


2,880


4,037


4,607


$
15,039











Per common share:














Net income - basic
$
0.40


$
0.33


$
0.47


$
0.53


$
1.73

Net income - diluted
0.40


0.33


0.47


0.53


$
1.73

Cash dividends
0.23


0.23


0.23


0.24


$
0.93






















First

Second

Third

Fourth



2014
Quarter

Quarter

Quarter

Quarter

Total










Interest income
$
11,954


$
11,780


$
11,852


$
11,869


$
47,455

Interest expense
1,495


1,429


1,392


1,414


5,730











Net interest income
10,459


10,351


10,460


10,455


41,725

Provision for loan losses
—


150


—


250


400

Net interest income after provision
for loan losses
10,459


10,201


10,460


10,205


41,325











Noninterest income
2,703


2,700


2,981


2,792


11,176

Noninterest expense
8,423


8,365


8,827


8,943


34,558











Income before income taxes
4,739


4,536


4,614


4,054


17,943

Income taxes
1,289


1,303


1,446


1,164


5,202

Net income
3,450


3,233


3,168


2,890


12,741











Per common share:














Net income - basic
$
0.44


$
0.41


$
0.40


$
0.37


$
1.62

Net income - diluted
0.44


0.41


0.40


0.37


1.62

Cash dividends
0.23


0.23


0.23


0.23


0.92


51





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
American National Bankshares Inc.
Danville, Virginia

We have audited the accompanying consolidated balance sheets of American National Bankshares Inc. and Subsidiary (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American National Bankshares Inc. and Subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), American National Bankshares Inc. and Subsidiary’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 14, 2016 expressed an unqualified opinion on the effectiveness of American National Bankshares Inc. and Subsidiary’s internal control over financial reporting.


/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia
March 15, 2016


52




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
American National Bankshares Inc.
Danville, Virginia


We have audited American National Bankshares Inc. and Subsidiary’s (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the

53

period ended December 31, 2015 of American National Bankshares Inc. and Subsidiary, and our report dated March 14, 2016 expressed an unqualified opinion.


/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia
March 15, 2016



54

American National Bankshares Inc.
Consolidated Balance Sheets
As of December 31, 2015 and 2014
(Dollars in thousands, except per share data)
ASSETS
2015

2014
Cash and due from banks
$
19,352


$
29,272

Interest-bearing deposits in other banks
75,985


38,031





Securities available for sale, at fair value
340,349


344,716

Restricted stock, at cost
5,312


4,367

Loans held for sale
3,266


616





Loans, net of unearned income
1,005,525


840,925

Less allowance for loan losses
(12,601
)

(12,427
)
Net loans
992,924


828,498





Premises and equipment, net
23,567


23,025

Other real estate owned, net of valuation allowance of $329 in 2015 and $2,971 in 2014
2,184


2,119

Goodwill
43,872


39,043

Core deposit intangibles, net
2,683


2,045

Bank owned life insurance
17,658


15,193

Accrued interest receivable and other assets
20,447


19,567

Total assets
$
1,547,599


$
1,346,492





LIABILITIES and SHAREHOLDERS' EQUITY





Liabilities:





Demand deposits -- noninterest bearing
$
322,442


$
254,458

Demand deposits -- interest bearing
227,030


193,432

Money market deposits
200,495


174,000

Savings deposits
115,383


90,130

Time deposits
397,310


363,817

Total deposits
1,262,660


1,075,837





Customer repurchase agreements
40,611


53,480

Long-term borrowings
9,958


9,935

Junior subordinated debt
27,622


27,521

Accrued interest payable and other liabilities
8,913


5,939

Total liabilities
1,349,764


1,172,712





Commitments and contingencies









Shareholders' equity:





Preferred stock, $5 par, 2,000,000 shares authorized, none outstanding
—


—

Common stock, $1 par, 20,000,000 shares authorized 8,622,007 shares outstanding at December 31, 2015 and 7,873,474 shares outstanding at December 31, 2014
8,605


7,872

Capital in excess of par value
75,375


57,650

Retained earnings
111,565


104,594

Accumulated other comprehensive income, net
2,290


3,664

Total shareholders' equity
197,835


173,780

Total liabilities and shareholders' equity
$
1,547,599


$
1,346,492

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

55

American National Bankshares Inc.
Consolidated Statements of Income
For the Years Ended December 31, 2015, 2014, and 2013
(Dollars in thousands, except per share data)

2015

2014

2013
Interest and Dividend Income:





Interest and fees on loans
$
46,860


$
39,257


$
44,817

Interest on federal funds sold
6


—


—

Interest and dividends on securities:








Taxable
4,072


3,775


3,530

Tax-exempt
3,681


3,971


4,213

Dividends
346


296


245

Other interest income
204


156


151

Total interest and dividend income
55,169


47,455


52,956

Interest Expense:








Interest on deposits
4,811


4,654


5,460

Interest on short-term borrowings
9


9


40

Interest on long-term borrowings
324


325


329

Interest on junior subordinated debt
760


742


754

Total interest expense
5,904


5,730


6,583

Net Interest Income
49,265


41,725


46,373

Provision for Loan Losses
950


400


294

Net Interest Income after Provision for Loan Losses
48,315


41,325


46,079

Noninterest Income:








Trust fees
3,935


4,196


3,689

Service charges on deposit accounts
2,066


1,735


1,750

Other fees and commissions
2,377


1,903


1,864

Mortgage banking income
1,320


1,126


2,008

Securities gains, net
867


505


192

Brokerage fees
946


643


469

Income from Small Business Investment Companies
912


176


12

Other
864


892


843

Total noninterest income
13,287


11,176


10,827

Noninterest Expense:








Salaries
16,554


14,688


14,059

Employee benefits
4,311


2,988


3,848

Occupancy and equipment
4,425


3,727


3,614

FDIC assessment
750


647


647

Bank franchise tax
898


901


745

Core deposit intangible amortization
1,201


1,114


1,501

Data processing
1,725


1,448


1,248

Software
1,158


1,019


923

Other real estate owned, net
99


240


1,523

Merger related expenses
1,998


780


—

Other
7,424


7,006


6,997

Total noninterest expense
40,543


34,558


35,105

Income Before Income Taxes
21,059


17,943


21,801

Income Taxes
6,020


5,202


6,054

Net Income
$
15,039


$
12,741


$
15,747

Net Income Per Common Share:








Basic
$
1.73


$
1.62


$
2.00

Diluted
$
1.73


$
1.62


$
2.00

Average Common Shares Outstanding:








Basic
8,680,502


7,867,198


7,872,870

Diluted
8,688,450


7,877,576


7,884,561

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

56

American National Bankshares Inc.
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2015, 2014, and 2013
(Dollars in thousands)

Year Ended December 31,

2015

2014

2013
Net income
$
15,039


$
12,741


$
15,747







Other comprehensive income (loss):














Unrealized gains (losses) on securities available for sale
(1,785
)

3,993


(9,379
)
Tax effect
626


(1,398
)

3,282







Reclassification adjustment for realized gains on securities
(867
)

(505
)

(192
)
Tax effect
303


177


67







Change in unfunded pension liability
538


(1,728
)

1,761

Tax effect
(189
)

605


(616
)






Other comprehensive income (loss)
(1,374
)

1,144


(5,077
)






Comprehensive income
$
13,665


$
13,885


$
10,670

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


57

American National Bankshares Inc.
Consolidated Statements of Changes in Shareholders' Equity
For the Years Ended December 31, 2015, 2014, and 2013
(Dollars in thousands except per share data)

Common
Stock

Capital in
Excess of
Par Value

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareholders'
Equity
Balance, December 31, 2012
$
7,847


$
57,211


$
90,591


$
7,597


$
163,246











Net income
—


—


15,747


—


15,747

Other comprehensive loss
—


—


—


(5,077
)

(5,077
)
Stock options exercised (17,475 shares)
18


291


—


—


309

Equity based compensation (26,310 shares)
26


548


—


—


574

Cash dividends paid, $0.92 per share
—


—


(7,248
)

—


(7,248
)










Balance, December 31, 2013
7,891


58,050


99,090


2,520


167,551











Net income
—


—


12,741


—


12,741

Other comprehensive income
—


—


—


1,144


1,144

Stock repurchased (70,184 shares)
(70
)

(1,438
)

—


—


(1,508
)
Stock options exercised (26,000 shares)
26


416


—


—


442

Equity based compensation (25,849 shares)
25


622


—


—


647

Cash dividends paid, $0.92 per share
—


—


(7,237
)

—


(7,237
)










Balance, December 31, 2014
7,872


57,650


104,594


3,664


173,780











Net income
—


—


15,039


—


15,039

Other comprehensive loss
—


—


—


(1,374
)

(1,374
)
Issuance of common stock (825,586 shares)
826


19,657


—


—


20,483

Stock repurchased (150,656 shares)
(151
)

(3,355
)

—


—


(3,506
)
Stock options exercised (42,680 shares)
43


746


—


—


789

Equity based compensation (15,386 shares)
15


677


—


—


692

Cash dividends paid, $0.93 per share
—


—


(8,068
)

—


(8,068
)
Balance, December 31, 2015
$
8,605


$
75,375


$
111,565


$
2,290


$
197,835

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

58
Index

American National Bankshares Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2015, 2014, and 2013
(Dollars in thousands)

2015

2014

2013
Cash Flows from Operating Activities:





Net income
$
15,039


$
12,741


$
15,747

Adjustments to reconcile net income to net cash provided by operating activities:








Provision for loan losses
950


400


294

Depreciation
1,833


1,688


1,734

Net accretion of acquisition accounting adjustments
(3,197
)

(2,431
)

(7,390
)
Core deposit intangible amortization
1,201


1,114


1,501

Net amortization of securities
2,720


2,535


3,158

Net gain on sale or call of securities
(867
)

(505
)

(192
)
Gain on sale of loans held for sale
(1,041
)

(883
)

(1,705
)
Proceeds from sales of loans held for sale
57,421


52,592


92,189

Originations of loans held for sale
(59,030
)

(49,565
)

(79,392
)
Net gain on other real estate owned
(185
)

(66
)

(85
)
Valuation allowance on other real estate owned
86


68


1,070

Net loss on sale of premises and equipment
11


10


—

Equity-based compensation expense
692


647


574

Net change in bank owned life insurance
(510
)

(447
)

(457
)
Deferred income tax expense
1,741


49


2,024

Net change in interest receivable
744


207


(30
)
Net change in other assets
1,756


(2,057
)

(898
)
Net change in interest payable
16


(23
)

(145
)
Net change in other liabilities
(118
)

524


147

Net cash provided by operating activities
19,262


16,598


28,144







Cash Flows from Investing Activities:








Proceeds from sales of securities available for sale
15,425


13,667


2,623

Proceeds from maturities, calls and paydowns of securities available for sale
122,984


78,350


53,792

Purchases of securities available for sale
(120,040
)

(89,151
)

(79,830
)
Net change in restricted stock
(358
)

355


398

Net increase in loans
(48,318
)

(44,658
)

(368
)
Proceeds from sale of premises and equipment
44


—


—

Purchases of premises and equipment
(1,474
)

(1,049
)

(865
)
Proceeds from sales of other real estate owned
2,135


1,687


3,612

Cash paid in bank acquisition
(5,935
)

—


—

Cash acquired in bank acquisition
18,173


—


—

Net cash used in investing activities
(17,364
)

(40,799
)

(20,638
)






Cash Flows from Financing Activities:








Net change in demand, money market, and savings deposits
70,879


43,943


49,978

Net change in time deposits
(21,089
)

(25,781
)

(19,692
)
Net change in customer repurchase agreements
(12,869
)

14,002


(10,464
)
Net change in long-term borrowings
—


(38
)

(150
)
Common stock dividends paid
(8,068
)

(7,237
)

(7,248
)
Repurchase of common stock
(3,506
)

(1,508
)

—

Proceeds from exercise of stock options
789


442


309

Net cash provided by financing activities
26,136


23,823


12,733







Net Increase (Decrease) in Cash and Cash Equivalents
28,034


(378
)

20,239







Cash and Cash Equivalents at Beginning of Period
67,303


67,681


47,442







Cash and Cash Equivalents at End of Period
$
95,337


$
67,303


$
67,681

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

59
Index

American National Bankshares Inc.
Notes to Consolidated Financial Statements
December 31, 2015, 2014, and 2013

Note 1 – Summary of Significant Accounting Policies
Nature of Operations and Consolidation
The consolidated financial statements include the accounts of American National Bankshares Inc. (the "Company") and its wholly owned subsidiary, American National Bank and Trust Company (the "Bank"). The Bank offers a wide variety of retail, commercial, secondary market mortgage lending, and trust and investment services which also include non-deposit products such as mutual funds and insurance policies.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, goodwill and intangible assets, other than temporary impairment, the valuation of deferred tax assets and liabilities, and the valuation of foreclosed real estate.
In April 2006, AMNB Statutory Trust I, a Delaware statutory trust (the "AMNB Trust") and a wholly owned subsidiary of the Company, was formed for the purpose of issuing preferred securities (the "Trust Preferred Securities") in a private placement pursuant to an applicable exemption from registration. Proceeds from the securities were used to fund the acquisition of Community First Financial Corporation ("Community First") which occurred in April 2006.
On July 1, 2011, the Company completed its acquisition of MidCarolina Financial Corporation ("MidCarolina") pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated December 15, 2010, between the Company and MidCarolina. MidCarolina was headquartered in Burlington, North Carolina, and engaged in banking operations through its subsidiary bank, MidCarolina Bank. The transaction has expanded the Company's footprint in North Carolina, adding eight branches in Alamance and Guilford Counties.
In July 2011, and in connection with its acquisition of MidCarolina Financial Corporation, the Company assumed liabilities of the MidCarolina Trust I and MidCarolina Trust II, two separate Delaware statutory trusts (the "MidCarolina Trusts"), which were also formed for the purpose of issuing preferred securities. Refer to Note 12 for further details concerning these entities.
On January 1, 2015, the Company completed its acquisition of MainStreet BankShares, Inc. ("MainStreet") pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between the Company and MainStreet (the "MainStreet Merger Agreement"). Immediately after the merger of MainStreet into the Company, Franklin Community Bank, N.A., MainStreet's wholly-owned bank subsidiary ("Franklin Bank"), merged with and into the Bank. Franklin Bank provided banking services to its customers from three banking offices located in Rocky Mount, Hardy, and Union Hall, Virginia. Refer to Note 2 for further details on the merger.
All significant inter-company transactions and accounts are eliminated in consolidation, with the exception of the AMNB Trust and the MidCarolina Trusts, as detailed in Note 12.
Cash and Cash Equivalents
Cash includes cash on hand, cash with correspondent banks, and cash on deposit at the Federal Reserve Bank of Richmond. Cash equivalents are short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less and are subject to an insignificant risk of change in value. Cash and cash equivalents are carried at cost.
Interest-bearing Deposits in Other Banks
Interest-bearing deposits in other banks mature within one year and are carried at cost.

60

Securities
Certain debt securities that management has the positive intent and ability to hold to maturity are classified as "held to maturity" and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as "available for sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
The Company does not currently have any securities in held to maturity or trading and has no plans to add any to either category. The Company follows accounting guidance related to recognition and presentation of other-than-temporary impairment. The guidance specifies that (1) if a company does not have the intent to sell a debt security prior to recovery and (2) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired, unless there is a credit loss. When an entity does not intend to sell the security and it is more likely than not the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.
For equity securities, when the Company has decided to sell an impaired available for sale security and the entity does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other-than-temporary even if a decision to sell has not been made.
Due to the nature and restrictions placed on the Company's investment in common stock of the Federal Home Loan Bank of Atlanta ("FHLB") and the Federal Reserve Bank of Richmond, these securities have been classified as restricted equity securities and carried at cost.
Loans Held for Sale
Secondary market mortgage loans are designated as held for sale at the time of their origination. These loans are pre-sold with servicing released and the Company does not retain any interest after the loans are sold. These loans consist primarily of fixed-rate, single-family residential mortgage loans which meet the underwriting characteristics of certain government-sponsored enterprises (conforming loans). In addition, the Company requires a firm purchase commitment from a permanent investor before a loan can be committed, thus limiting interest rate risk. Loans held for sale are carried at fair value. Gains on sales of loans are recognized at the loan closing date and are included in noninterest income.
Derivative Loan Commitments
The Company enters into mortgage loan commitments whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Mortgage loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. Loan commitments that are derivatives are recognized at fair value on the consolidated balance sheets with net changes in their fair values recorded in other expenses. Derivative loan commitments resulted in no income or loss for 2015, 2014 or 2013.
The period of time between issuance of a loan commitment and sale of the loan generally ranges from 30 to 60 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery contracts, by committing to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed the interest rate risk on the loan. As a result, the Company is not generally exposed to significant losses nor will it realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the best efforts contracts is very high due to their similarity.
The fair value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments and best efforts contracts by measuring the change in the estimated value of the underlying assets while taking into consideration the probability that the loan will be funded.

61

Loans
The Company makes mortgage, commercial, and consumer loans. A substantial portion of the loan portfolio is secured by real estate. The ability of the Company's debtors to honor their contracts is dependent upon the real estate market and general economic conditions in the Company's market area.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off, generally are reported at their outstanding unpaid principal balance adjusted for the allowance for loan losses, and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.The accrual of interest on loans is generally discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Loans are typically charged off when the loan is 120 days past due, unless secured and in process of collection. Loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful.
Interest accrued but not collected for loans that are placed on nonaccrual status or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
A loan is considered past due when a payment of principal or interest or both is due but not paid. Management closely monitors past due loans in timeframes of 30-59 days, 60-89 days, and 90 or more days past due.
These policies apply to all loan portfolio classes and segments.
Substandard and doubtful risk graded commercial, commercial real estate, and construction loans equal to or greater than $100,000 on an unsecured basis, and equal to or greater than $250,000 on a secured basis are reviewed for impairment. All troubled debt restructurings, regardless of dollar amount, are also evaluated for impairment. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment and establishing a specific allowance include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial, commercial real estate, and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Generally, large groups of smaller balance homogeneous loans (residential real estate and consumer loans) are collectively evaluated for impairment. The Company's policy for recognizing interest income on impaired loans is consistent with its nonaccrual policy.
The Company's loan portfolio is organized by major segment. These include: commercial, commercial real estate, residential real estate and consumer loans. Each segment has particular risk characteristics that are specific to the borrower and the generic category of credit. Commercial loan repayments are highly dependent on cash flows associated with the underlying business and its profitability. They can also be impacted by changes in collateral values. Commercial real estate loans share the same general risk characteristics as commercial loans, but are often more dependent on the value of the underlying real estate collateral and, when construction is involved, the ultimate completion of and sale of the project. Residential real estate loans are generally dependent on the value of collateral and the credit worthiness of the underlying borrower. Consumer loans are very similar in risk characteristics to residential real estate.
In connection with the MidCarolina and MainStreet mergers, certain loans were acquired which exhibited deteriorated credit quality since origination and for which the Bank does not expect to collect all contractual payments. These purchased credit impaired loans are recorded at the amount paid, such that there is no carryover of the seller's allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses.
Such purchased credit impaired loans are accounted for individually or aggregated into pools of loans based on common risk characteristics such as, credit score, loan type, and date of origination. The Company estimates the amount and timing of expected cash flows for each loan or pool, and the expected cash flows in excess of amount paid is recorded as interest income

62

over the remaining life of the loan or pool (accretable yield). The excess of the loan's or pool's contractual principal and interest over expected cash flows is not recorded (nonaccretable difference).
Over the life of the loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded as a provision for loan losses. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.
Troubled Debt Restructurings
In situations where, for economic or legal reasons related to a borrower's financial condition, management may grant a concession to the borrower that it would not otherwise consider, the related loan is classified as a troubled debt restructuring ("TDRs"). Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. The Company has $1,958,000 in loans classified as TDRs as of December 31, 2015 and $2,862,000 as of December 31, 2014.
Allowance for Loan Losses
The purpose of the allowance for loan losses ("ALLL") is to provide for probable losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and by recoveries of previously charged-off loans. Loan charge-offs decrease the allowance.
The goal of the Company is to maintain an appropriate, systematic, and consistently applied process to determine the amounts of the ALLL and the provision for loan loss expense.
The Company uses certain practices to manage its credit risk. These practices include (1) appropriate lending limits for loan officers, (2) a loan approval process, (3) careful underwriting of loan requests, including analysis of borrowers, cash flows, collateral, and market risks, (4) regular monitoring of the portfolio, including diversification by type and geography, (5) review of loans by the Loan Review department, which operates independently of loan production (the Loan Review function consists of a co-sourced arrangement using both internal personnel and external vendors to provide the Company with a more robust review function of the loan portfolio), (6) regular meetings of the Credit Committees to discuss portfolio and policy changes and make decisions on large or unusual loan requests, and (7) regular meetings of the Asset Quality Committee which reviews the status of individual loans.
Risk grades are assigned as part of the loan origination process. From time to time risk grades may be modified as warranted by the facts and circumstances surrounding the credit.
Calculation and analysis of the allowance for loan losses is prepared quarterly by the Finance Department. The Company's Credit Committee, Capital Management Committee, Audit Committee, and the Board of Directors review the allowance for adequacy.
The Company's allowance for loan losses has two basic components: the formula allowance and the specific allowance. Each of these components is determined based upon estimates and judgments.
The formula allowance uses historical loss experience as an indicator of future losses, along with various qualitative factors, including levels and trends in delinquencies, nonaccrual loans, charge-offs and recoveries, trends in volume and terms of loans, effects of changes in underwriting standards, experience of lending staff, economic conditions, and portfolio concentrations. In the formula allowance for commercial and commercial real estate loans, the historical loss rate is combined with the qualitative factors, resulting in an adjusted loss factor for each risk-grade category of loans. The period-end balances for each loan risk-grade category are multiplied by the adjusted loss factor. Allowance calculations for consumer loans are calculated based on historical losses for each product category without regard to risk grade. This loss rate is combined with qualitative factors resulting in an adjusted loss factor for each product category.

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The specific allowance uses various techniques to arrive at an estimate of loss for specifically identified impaired loans. These include:
•
The present value of expected future cash flows discounted at the loan's effective interest rate. The effective interest rate on a loan is the rate of return implicit in the loan (that is, the contractual interest rate adjusted for any net deferred loan fees or costs and any premium or discount existing at the origination or acquisition of the loan);
•
The loan's observable market price, or
•
The fair value of the collateral, net of estimated costs to dispose, if the loan is collateral dependent.
The use of these computed values is inherently subjective and actual losses could be greater or less than the estimates. No single statistic, formula, or measurement determines the adequacy of the allowance. Management makes subjective and complex judgments about matters that are inherently uncertain, and different amounts would be reported under different conditions or using different assumptions. For analytical purposes, management allocates a portion of the allowance to specific loan categories and specific loans. However, the entire allowance is used to absorb credit losses inherent in the loan portfolio, including identified and unidentified losses.
The relationships and ratios used in calculating the allowance, including the qualitative factors, may change from period to period as facts and circumstances evolve. Furthermore, management cannot provide assurance that in any particular period the Company will not have sizeable credit losses in relation to the amount reserved. Management may find it necessary to significantly adjust the allowance, considering current factors at the time.
Premises and Equipment
Land is carried at cost. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Premises and equipment are depreciated over their estimated useful lives ranging from three years to thirty-nine years; leasehold improvements are amortized over the lives of the respective leases or the estimated useful lives of the improvements, whichever is less. Software is generally amortized over three years. Depreciation and amortization are recorded on the straight-line method.
Costs of maintenance and repairs are charged to expense as incurred. Costs of replacing structural parts of major units are considered individually and are expensed or capitalized as the facts dictate. Gains and losses on routine dispositions are reflected in current operations.
Goodwill and Intangible Assets
Goodwill is subject to at least an annual assessment for impairment by applying a fair value based test. Additionally, acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful lives. Intangible assets related to branch transactions continued to amortize. The cost of purchased deposit relationships and other intangible assets, based on independent valuation, are being amortized over their estimated lives ranging from eight to ten years.
The Company records as goodwill the excess of purchase price over the fair value of the identifiable net assets acquired. Impairment testing is performed annually, as well as when an event triggering impairment may have occurred. The Company performs its annual analysis as of June 30 each fiscal year. Accounting guidance permits preliminary assessment of qualitative factors to determine whether more substantial impairment testing is required. The Company chose to bypass the preliminary assessment and utilized a two-step process for impairment testing of goodwill. The first step tests for impairment, while the second step, if necessary, measures the impairment. No indicators of impairment were identified during the years ended December 31, 2015, 2014, and 2013.
Trust Assets
Securities and other property held by the trust and investment services segment in a fiduciary or agency capacity are not assets of the Company and are not included in the accompanying consolidated financial statements.
Other Real Estate Owned
Other real estate owned represents real estate that has been acquired through loan foreclosures or deeds received in lieu of loan payments. Generally, such properties are appraised at the time acquired, and are recorded at the fair value less estimated selling costs. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in noninterest expense.

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Bank Owned Life Insurance (BOLI)
The Company has acquired BOLI in connection with three acquisitions over the past decade. The asset is reflected as the cash surrender value of the policies as provided by the insurer on a monthly basis.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company – put presumptively beyond reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
Income Taxes
The Company uses the balance sheet method to account for deferred income tax assets and liabilities. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company had no liability for unrecognized tax benefits as of December 31, 2015 and 2014.
Stock-Based Compensation
Stock compensation accounting guidance Accounting Standards Codification ("ASC 718"), "Compensation – Stock Compensation" requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.
The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees' service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market price of the Company's common stock at the date of grant is used for restricted stock awards.
Earnings Per Common Share
Basic earnings per common share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflect the impact of additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company consist solely of outstanding stock options, and are determined using the treasury method. Nonvested shares of restricted stock are included in the computation of basic earning per share because the holder has voting rights and shares in non-forfeitable dividends during the vesting period.
Comprehensive Income
Comprehensive income is shown in a two statement approach, the first statement presents total net income and its components followed by a second statement that presents all the components of other comprehensive income such as unrealized gains and losses on available for sale securities and changes in the funded status of a defined benefit postretirement plan.

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Advertising and Marketing Costs
Advertising and marketing costs are expensed as incurred, and were $356,000, $453,000, and $607,000 in 2015, 2014, and 2013, respectively.
Mergers and Acquisitions
Business combinations are accounted for under ASC 805, "Business Combinations", using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. To determine the fair values, the Company relies on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. Under the acquisition method of accounting, the Company identifies the acquirer and the closing date and applies applicable recognition principles and conditions. Acquisition-related costs are costs the Company incurs to effect a business combination. Those costs include advisory, legal, accounting, valuation, and other professional or consulting fees. Some other examples of costs to the Company include systems conversions, integration planning consultants and advertising costs. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities is recognized in accordance with other applicable GAAP. These acquisition-related costs have been and will be included within the Consolidated Statements of Income classified within the noninterest expense caption.
Reclassifications
Certain reclassifications have been made in prior years financial statements to conform to classifications used in the current year. There were no material reclassifications.
Use of Estimates
In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of other real estate owned, goodwill and intangible assets, the valuation of deferred tax assets, other-than-temporary impairments of securities, and acquired loans with specific credit-related deterioration.
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updated ("ASU") No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The new guidance applies to reporting entities that grant employees share-based payments in which the terms of the award allow a performance target to be achieved after the requisite service period. The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Existing guidance in “Compensation - Stock Compensation (Topic 718),” should be applied to account for these types of awards. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted and reporting entities may choose to apply the amendments in the ASU either on a prospective or retrospective basis. The Company does not expect the adoption of ASU 2014-12 to have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This update is intended to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management is required under the new guidance to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued when preparing financial statements for each interim and annual reporting period. If conditions or events are identified, the ASU specifies the process that must be followed by management and also clarifies the timing and content of going concern footnote disclosures in order to reduce diversity in practice. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2014-15 to have a material impact on its consolidated financial statements.


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In November 2014, the FASB issued ASU No. 2014-16, “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” The amendments in ASU do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument. The amendments in this ASU also clarify that, in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (i.e., the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Company does not expect the adoption of ASU 2014-16 to have a material impact on its consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” The amendments in this ASU eliminate from U.S. GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2015-01 to have a material impact on its consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” The amendments in this ASU are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB ASC and improves current GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. ASU 2015-02 may be applied retrospectively in previously issued financial statements for one or more years with a cumulative-effect adjustment to retained earnings as of the beginning of the first year restated. The Company does not expect the adoption of ASU 2015-02 to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The amendments in this ASU are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of ASU 2015-03 to have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement

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consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customer’s accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. An entity can elect to adopt the amendments either: (1) prospectively to all arrangements entered into or materially modified after the effective date; or (2) retrospectively. The Company does not expect the adoption of ASU 2015-05 to have a material impact on its consolidated financial statements.

In May 2015, the FASB issued ASU No. 2015-08, “Business Combinations (Topic 805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115.” The amendments in ASU 2015-08 amend various Securities and Exchange Commission (the "SEC") paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115, Topic 5: Miscellaneous Accounting, regarding various pushdown accounting issues, and did not have a material impact on our (consolidated) financial statements. The Company does not expect the adoption of ASU 2015-08 to have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-12, “Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965) - 1. Fully Benefit-Responsive Investment Contracts, 2. Plan Investment Disclosures, and 3. Measurement Date Practical Expedient.” The amendments within this ASU are in 3 parts. Among other things, Part 1 amendments designate contract value as the only required measure for fully benefit-responsive investment contracts; Part 2 amendments eliminate the requirement that plans disclose: (a) individual investments that represent 5 percent or more of net assets available for benefits; and (b) the net appreciation or depreciation for investments by general type requirements for both participant-directed investments and nonparticipant-directed investments. Part 3 amendments provide a practical expedient to permit plans to measure investments and investment-related accounts (e.g., a liability for a pending trade with a broker) as of a month-end date that is closest to the plan’s fiscal year-end, when the fiscal period does not coincide with month-end. The amendments in Parts 1 and 2 of this ASU are effective on a retrospective basis and Part 3 is effective on a prospective basis, for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect the adoption of ASU 2015-12 to have a material impact on its consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date.” The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in ASU 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU 2014-09. The Company is currently assessing the impact that ASU 2015-14 will have on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, “Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting).” On April 7, 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. The guidance in ASU 2015-03 (see paragraph 835-30-45-1A) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 adds these SEC comments to the "S" section of the Codification. The adoption of ASU 2015-15 did not have a material impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The amendments in ASU 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts

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are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company does not expect the adoption of ASU 2015-16 to have a material impact on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01, among other things: (1) Requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (2) Requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (3) Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables); and 4) Eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact that ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements.


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Note 2 - Acquisition of MainStreet BankShares, Inc.
On January 1, 2015, the Company completed its acquisition of MainStreet. The merger of MainStreet with and into the Company was effected pursuant to the terms and conditions of the MainStreet Merger Agreement. Immediately after the merger, Franklin Bank, MainStreet's wholly owned bank subsidiary, merged with and into the Bank. Pursuant to the MainStreet Merger Agreement, holders of shares of MainStreet common stock received $3.46 in cash and 0.482 shares of the Company's common stock for each share of MainStreet common stock held immediately prior to the effective date of the merger, plus cash in lieu of fractional shares. Each option to purchase shares of MainStreet common stock that was outstanding immediately prior to the effective date of the merger vested upon the merger and was converted into an option to purchase shares of the Company's common stock, adjusted based on a 0.643 exchange ratio. Each share of the Company's common stock outstanding immediately prior to the merger remained outstanding and was unaffected by the merger. The cash portion of the merger consideration was funded through a cash dividend of $6,000,000 from the Bank to the Company, and no borrowing was incurred by the Company or the Bank in connection with the merger. Replacement stock option awards representing 43,086 shares of the Company's common stock were granted in conjunction with the MainStreet acquisition.
The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition.
In connection with the acquisition, the consideration paid, and the fair value of identifiable assets acquired and liabilities assumed as of the merger date are summarized in the following table (dollar in thousands):
Consideration Paid:

Common shares issued (825,586)
$
20,483

Cash paid to Shareholders
5,935

Value of consideration
26,418




Assets acquired:


Cash and cash equivalents
18,173

Investment securities
18,507

Restricted stock
587

Loans
115,960

Premises and equipment
956

Deferred income taxes
2,794

Core deposit intangible
1,839

Other real estate owned
168

Bank owned life insurance
1,955

Accrued interest receivable and other assets
1,049

Total assets
161,988




Liabilities assumed:


Deposits
137,323

Accrued interest payable and other liabilities
3,076

Total liabilities
140,399

Net assets acquired
21,589

Goodwill resulting from merger with MainStreet
$
4,829


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The following table details the changes in fair value of net assets acquired and liabilities assumed from the amounts originally reported in the Form 10-Q for the quarterly period ended September 30, 2015 (dollars in thousands):
Goodwill at September 30, 2015
$
5,290



Effect of adjustments to:

Loans
(723
)
Deferred income taxes
262

Goodwill at December 31, 2015
$
4,829

The decrease in goodwill made during the fourth quarter of 2015 was due to a revaluation of the loan portfolio. As part of management's revaluation process, information and payments received subsequent to the initial valuation provided evidence that the credit mark on certain purchase credit impaired loans was too large. Management determined that these conditions existed as of the date of acquisition, but the information was not readily available. The revaluation process resulted in a reduction of $723,000 in the credit mark for acquired impaired loans and an increase in deferred taxes of $262,000 for a net decrease in goodwill of $461,000.
In many cases, the fair values of assets acquired and liabilities assumed were determined by estimating the cash flows expected to result from those assets and liabilities and discounting them at appropriate market rates. The most significant category of assets for which this procedure was used was that of acquired loans. The Company acquired the $122,336,000 loan portfolio at a fair value discount of $6,376,000. The estimated fair value of the performing portion of the portfolio was $87,990,000. The excess of expected cash flows above the fair value of the performing portion of loans will be accreted to interest income over the remaining lives of the loans in accordance with FASB Accounting Standards Codification ("ASC") 310-20.
Certain loans, those for which specific credit-related deterioration since origination was identified, are recorded at fair value, reflecting the present value of the amounts expected to be collected. Income recognition on these loans is based on reasonable expectations about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and considered collateral dependent, with the timing of the sale of loan collateral indeterminate, remain on non-accrual status and have no accretable yield.
The following table details the acquired loans that are accounted for in accordance with FASB ASC 310-30 as of January 1, 2015, after adjusting for the aforementioned revaluation in the third quarter (dollars in thousands):
Contractually required principal and interest at acquisition
$
33,066

Contractual cash flows not expected to be collected (nonaccretable difference)
2,044

Expected cash flows at acquisition
35,110

Interest component of expected cash flows (accretable discount)
7,140

Fair value of acquired impaired loans accounted for under FASB ASC 310-30
$
27,970

In accordance with GAAP, there was no carryover of the allowance for loan losses that had been previously recorded by MainStreet.
In connection with the acquisition of MainStreet, the Company acquired an investment portfolio with a fair value of $18,507,000. The fair value of the investment portfolio was determined by taking into account market prices obtained from independent valuation sources.
In connection with the acquisition of MainStreet, the Company recorded a deferred income tax asset of $2,794,000 related to tax attributes of MainStreet, along with the effects of fair value adjustments resulting from applying the acquisition method of accounting.
In connection with the acquisition of MainStreet, the Company acquired other real estate owned with a fair value of $168,000. Other real estate owned was measured at fair value less estimated cost to sell.
In connection with the acquisition of MainStreet, the Company acquired premises and equipment with a fair value of $956,000. Leases assumed were determined to be at fair value and required no acquisition related adjustment.

71

The fair value of savings and transaction deposit accounts acquired from MainStreet was assumed to approximate their carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit accounts were valued by comparing the contractual cost of the portfolio to an identical portfolio bearing current market rates. The portfolio was segregated into pools based on segments: retail, individual retirement accounts, and brokered. For each segment, the projected cash flows from maturing certificates were then calculated based on contractual rates and prevailing market rates. The valuation adjustment for each segment is equal to the present value of the difference of these two cash flows, discounted at the assumed market rate for a certificate with a corresponding maturity. This valuation adjustment of $290,000 was accreted to reduce interest expense over the average remaining maturities of the respective pools, which was estimated to be 12 months.
A core deposit intangible of $1,839,000 was recognized in connection with the acquisition of MainStreet. This intangible will be amortized over a 10 year period on an accelerated cost recovery basis.
Direct costs related to the acquisition were expensed as incurred. During 2015, the Company incurred $1,998,000 acquisition related expenses.
The following table presents certain pro forma information as if MainStreet had been acquired on January 1, 2013. These results combine the historical results of MainStreet into the Company's Consolidated Statement of Income, and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2013. In particular, no adjustments have been made to adjust provision for loan losses on the acquired loan portfolio and related income taxes had they been recorded at fair value on January 1, 2013. In addition, expenses related to systems conversions and other costs of integration were expensed as incurred during 2015. The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):

Pro forma
At December 31,

2014

2013

(unaudited)

(unaudited)
Net interest income
$
48,522


$
53,294

Provision for loan losses
458


437

Non-interest income
12,081


10,195

Non-interest expense
40,148


39,011

Income Taxes
5,999


7,212

Net income
$
13,998


$
16,829

Note 3 – Restrictions on Cash
The Company is a member of the Federal Reserve System and is required to maintain certain levels of its cash and cash equivalents as reserves based on regulatory requirements. This reserve requirement was $0 at December 31, 2015 and 2014.
The Company maintains cash accounts in other commercial banks. The amount on deposit with correspondent institutions at December 31, 2015 exceeded the insurance limits of the Federal Deposit Insurance Corporation by $213,000.

72

Note 4 - Securities
The amortized cost and estimated fair value of investments in debt securities at December 31, 2015 and 2014 were as follows (dollars in thousands):

December 31, 2015

Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Fair Value
Securities available for sale:







Federal agencies and GSEs
$
81,601


$
170


$
319


$
81,452

Mortgage-backed and CMOs
70,520


799


389


70,930

State and municipal
170,268


5,659


36


175,891

Corporate
10,619


28


57


10,590

Equity securities
1,000


486


—


1,486

Total securities available for sale
$
334,008


$
7,142


$
801


$
340,349


December 31, 2014

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value
Securities available for sale:







Federal agencies and GSEs
$
81,958


$
252


$
104


$
82,106

Mortgage-backed and CMOs
56,289


1,248


112


57,425

State and municipal
188,060


7,523


90


195,493

Corporate
8,416


16


53


8,379

Equity securities
1,000


313


—


1,313

Total securities available for sale
$
335,723


$
9,352


$
359


$
344,716

The amortized cost and estimated fair value of investments in securities at December 31, 2015, by contractual maturity, are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Because mortgage-backed securities have both known principal repayment terms as well as unknown principal repayments due to potential borrower pre-payments, it is difficult to accurately predict the final maturity of these investments. Mortgage-backed securities are shown separately (dollars in thousands):

Available for Sale

Amortized
Cost

Fair Value
Due in one year or less
$
28,046


$
28,134

Due after one year through five years
119,404


121,825

Due after five years through ten years
91,445


93,918

Due after ten years
23,593


24,056

Mortgage-backed and CMOs
70,520


70,930

Equity securities
1,000


1,486


$
334,008


$
340,349

Gross realized gains and losses from the sale of securities available for sale were as follows (dollars in thousands):

For the Years Ended December 31,

2015

2014

2013
Realized gains
$
871


$
507


$
229

Realized losses
(4
)

(2
)

(37
)
Other-than-temporary impairment
—


—


—

Securities with a carrying value of approximately $173,146,000 and $168,965,000 at December 31, 2015 and 2014, respectively, were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law. FHLB

73

letters of credit were used as additional collateral in the amounts of $70,700,000 at December 31, 2015 and $70,000,000 at December 31, 2014.
Temporarily Impaired Securities
The following table shows estimated fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2015. The reference point for determining when securities are in an unrealized loss position is month-end. Therefore, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.
Available for sale securities that have been in a continuous unrealized loss position are as follows (dollars in thousands):

Total

Less than 12 Months

12 Months or More

Fair Value

Unrealized
Loss

Fair Value

Unrealized
Loss

Fair Value

Unrealized
Loss
Federal agencies and GSEs
$
57,711


$
319


$
57,711


$
319


$
—


$
—

Mortgage-backed and CMOs
37,368


389


35,424


346


1,944


43

State and municipal
13,540


36


12,716


34


824


2

Corporate
5,107


57


3,530


29


1,577


28

Total
$
113,726


$
801


$
109,381


$
728


$
4,345


$
73

GSE debt securities: The unrealized losses on the Company's investment in 18 government sponsored entities ("GSE") were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.
GSE residential mortgage-backed securities: The unrealized losses on the Company's investment in 34 GSE mortgage-backed securities were caused by interest rate increases. The contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.
Collateralized Mortgage Obligations: The unrealized loss associated with one private GSE collateralized mortgage obligation ("CMO") is due to normal market fluctuations. The contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company's investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.
State and municipal securities: The unrealized losses on 17 state and municipal securities were caused by interest rate increases and not credit deterioration. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.
Corporate securities: The unrealized losses on six corporate securities were caused by interest rate increases and not credit deterioration. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.
Due to restrictions placed upon the Bank's common stock investment in the Federal Reserve Bank and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the

74

investment security classifications and are included as a separate line item on the Company's Consolidated Balance Sheet. The FHLB requires the Bank to maintain stock in an amount equal to 4.5% of outstanding borrowings and a specific percentage of the Bank's total assets. The Federal Reserve Bank of Richmond requires the Bank to maintain stock with a par value equal to 3.0% of its outstanding capital and an additional 3.0% is on call. Restricted equity securities consist of Federal Reserve Bank stock in the amount of $3,535,000 and $2,742,000 as of December 31, 2015 and 2014 and FHLB stock in the amount of $1,777,000 and $1,625,000 as of December 31, 2015 and 2014, respectively.
The table below shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, at December 31, 2014 (dollars in thousands):

Total

Less than 12 Months

12 Months or More

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss
Federal agencies and GSEs
$
28,979


$
104


$
21,449


$
35


$
7,530


$
69

Mortgage-backed and CMOs
7,182


112


1,171


13


6,011


99

State and municipal
20,542


90


15,836


60


4,706


30

Corporate
5,032


53


2,273


4


2,759


49

Total
$
61,735


$
359


$
40,729


$
112


$
21,006


$
247

Other-Than-Temporary-Impaired Securities
As of December 31, 2015 and 2014, there were no securities classified as other-than-temporary impaired.
Note 5 – Loans
Loans, excluding loans held for sale, at December 31, 2015 and 2014 were comprised of the following (dollars in thousands):

December 31,

2015

2014
Commercial
$
177,481


$
126,981

Commercial real estate:





Construction and land development
72,968


50,863

Commercial real estate
430,186


391,472

Residential real estate:





Residential
220,434


175,293

Home equity
98,449


91,075

Consumer
6,007


5,241

Total loans
$
1,005,525


$
840,925

Net deferred loan (fees) costs included in the above loan categories are $(575,000) for 2015 and $(435,000) for 2014.
Overdraft deposits were reclassified to consumer loans in the amount of $82,000 and $129,000 for 2015 and 2014, respectively.
Acquired Loans
The outstanding principal balance and the carrying amount of these loans included in the consolidated balance sheets at December 31, 2015 and 2014, are as follows (dollars in thousands):

2015

2014
Outstanding principal balance
$
145,380


$
84,892

Carrying amount
135,254


78,111


75

The outstanding principal balance and related carrying amount of acquired impaired loans, for which the Company applies ASC 310-30 to account for interest earned, as of the indicated dates is as follows (dollars in thousands):

December 31, 2015

December 31, 2014
Outstanding principal balance
$
40,951


$
18,357

Carrying amount
33,878


14,933


The following table presents changes in the accretable yield on acquired impaired loans, for which the Company applies ASC 310-30, for the year ended December 31, 2015 (dollars in thousands):

2015

2014

2013
Balance at January 1
$
1,440


$
2,046


$
2,165

Additions from merger with MainStreet
7,140


—


—

Accretion
(4,313
)

(1,185
)

(2,635
)
Reclassification from nonaccretable difference
—


579


2,516

Other changes, net
3,032


—


—

Balance at December 31
$
7,299


$
1,440


$
2,046

Past Due Loans
The following table shows an analysis by portfolio segment of the Company's past due loans at December 31, 2015 (dollars in thousands):

30- 59 Days
Past Due

60-89 Days
Past Due

90 Days +
Past Due
and Still
Accruing

Non-
Accrual
Loans

Total
Past
Due

Current

Total
Loans
Commercial
$
137


$
—


$
—


$
90


$
227


$
177,254


$
177,481

Commercial real estate:




















Construction and land development
—


—


—


258


258


72,710


72,968

Commercial real estate
135


182


—


2,497


2,814


427,372


430,186

Residential:




















Residential
913


398


—


1,731


3,042


217,392


220,434

Home equity
140


12


—


620


772


97,677


98,449

Consumer
53


1


—


9


63


5,944


6,007

Total
$
1,378


$
593


$
—


$
5,205


$
7,176


$
998,349


$
1,005,525


76

The following table shows an analysis by portfolio segment of the Company's past due loans at December 31, 2014 (dollars in thousands):

30- 59 Days
Past Due

60-89 Days
Past Due

90 Days +
Past Due
and Still
Accruing

Non-
Accrual
Loans

Total
Past
Due

Current

Total
Loans
Commercial
$
114


$
165


$
—


$
—


$
279


$
126,702


$
126,981

Commercial real estate:




















Construction and land development
44


269


—


279


592


50,271


50,863

Commercial real estate
257


—


—


3,010


3,267


388,205


391,472

Residential:




















Residential
390


325


—


560


1,275


174,018


175,293

Home equity
223


60


—


262


545


90,530


91,075

Consumer
1


42


—


1


44


5,197


5,241

Total
$
1,029


$
861


$
—


$
4,112


$
6,002


$
834,923


$
840,925


77

Impaired Loans
The following table presents the Company's impaired loan balances by portfolio segment, excluding acquired impaired loans, at December 31, 2015 (dollars in thousands):

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized
With no related allowance recorded:









Commercial
$
4


$
4


$
—


$
47


$
—

Commercial real estate:














Construction and land development
205


205


—


220


—

Commercial real estate
1,202


1,206


—


1,504


1

Residential:














Residential
127


124


—


126


—

Home equity
173


173


—


305


—

Consumer
13


13


—


14


—


$
1,724


$
1,725


$
—


$
2,216


$
1

With a related allowance recorded:














Commercial
$
91


$
91


$
—


$
99


$
—

Commercial real estate:














Construction and land development
448


449


6


563


26

Commercial real estate
390


391


3


353


17

Residential














Residential
1,649


1,690


—


1,034


22

Home equity
397


396


25


327


—

Consumer
8


9


1


11


—


$
2,983


$
3,026


$
35


$
2,387


$
65

Total:














Commercial
$
95


$
95


$
—


$
146


$
—

Commercial real estate:














Construction and land development
653


654


6


783


26

Commercial real estate
1,592


1,597


3


1,857


18

Residential:














Residential
1,776


1,814


—


1,160


22

Home equity
570


569


25


632


—

Consumer
21


22


1


25


—


$
4,707


$
4,751


$
35


$
4,603


$
66


78

The following table presents the Company's impaired loan balances by portfolio segment, excluding acquired impaired loans, at December 31, 2014 (dollars in thousands):

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized
With no related allowance recorded:









Commercial
$
7


$
7


$
—


$
12


$
1

Commercial real estate:














Construction and land development
280


325


—


448


—

Commercial real estate
1,520


1,797


—


1,844


—

Residential:














Residential
603


603


—


723


8

Home equity
256


256


—


316


—

Consumer
1


1


—


2


—


$
2,667


$
2,989


$
—


$
3,345


$
9

With a related allowance recorded:














Commercial
$
—


$
—


$
—


$
—


$
—

Commercial real estate:














Construction and land development
576


577


12


593


34

Commercial real estate
1,275


1,422


149


1,297


8

Residential:














Residential
4


4


1


4


—

Home equity
—


—


—


—


—

Consumer
15


15


3


17


1


$
1,870


$
2,018


$
165


$
1,911


$
43

Total:














Commercial
$
7


$
7


$
—


$
12


$
1

Commercial real estate:














Construction and land development
856


902


12


1,041


34

Commercial real estate
2,795


3,219


149


3,141


8

Residential:














Residential
607


607


1


727


8

Home equity
256


256


—


316


—

Consumer
16


16


3


19


1


$
4,537


$
5,007


$
165


$
5,256


$
52

The following table shows the detail of loans modified as TDRs during the year ended December 31, 2015, 2014, and 2013, included in the impaired loan balances (dollars in thousands):

Loans Modified as a TDR for the
Year Ended December 31, 2015

Number of
Contracts

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Commercial
—


$
—


$
—

Commercial real estate
3


394


394

Equity
1


107


105

Residential real estate
4


596


583

Consumer
—


—


—

Total
8


$
1,097


$
1,082


79


Loans Modified as a TDR for the
Year Ended December 31, 2014

Number of
Contracts

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Commercial
—


$
—


$
—

Commercial real estate
2


743


737

Equity
1


8


8

Residential real estate
2


121


124

Consumer
—


—


—

Total
5


$
872


$
869


Loans Modified as a TDR for the
Year Ended December 31, 2013

Number of
Contracts

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Commercial
—


$
—


$
—

Commercial real estate
1


1,190


1,190

Equity
—


—


—

Residential real estate
—


—


—

Consumer
—


—


—

Total
1


$
1,190


$
1,190

During the years ended December 31, 2015, 2014, and 2013, the Company had no loans that subsequently defaulted within twelve months of modification. The Company defines default as one or more payments that occur more than 90 days past the due date, charge-off or foreclosure subsequent to modification.
The following table summarizes the primary reason certain loan modifications were classified as TDRs and includes newly designated TDRs as well as modifications made to existing TDRs. Balances represent the recorded investment at the end of the year in which the modification was made. Rate modifications include TDRs made with below market interest rates that also include modifications of loan structures (dollars in thousands):

Year Ended December 31,

2015

2014

2013

Type of Modification

ALLL

Type of Modification

ALLL

Type of Modification

ALLL

Rate

Structure

Impact

Rate

Structure

Impact

Rate

Structure

Impact
Commercial
$
—


$
—


$
—


$
—


$
—


$
—


$
—


$
—


$
—

Commercial real estate
—


394


—


—


737


—


—


1,190


137

Equity
105


—


—


—


8


—


—


—


—

Residential real estate
—


583


—


—


124


1


—


—


—

Consumer
—


—


—


—


—


—


—


—


—

Total
$
105


$
977


$
—


$
—


$
869


$
1


$
—


$
1,190


$
137

As of December 31, 2015, the Company had $53,000 residential real estate loans in the process of foreclosure.

80

Risk Ratings
The following table shows the Company's loan portfolio broken down by internal risk grading as of December 31, 2015 (dollars in thousands):
Commercial and Consumer Credit Exposure
Credit Risk Profile by Internally Assigned Grade

Commercial

Construction and Land Development

Commercial Real Estate

Residential Real Estate

Home Equity
Pass
$
175,963


$
68,853


$
418,719


$
200,008


$
96,142

Special Mention
1,364


1,210


5,860


14,638


1,314

Substandard
154


2,905


5,607


5,788


993

Doubtful
—


—


—


—


—

Total
$
177,481


$
72,968


$
430,186


$
220,434


$
98,449

Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity

Consumer
Performing
$
5,999

Nonperforming
8

Total
$
6,007

Loans classified in the Pass category typically are fundamentally sound and risk factors are reasonable and acceptable.
Loans classified in the Special Mention category typically have been criticized internally, by loan review or the loan officer, or by external regulators under the current credit policy regarding risk grades.
Loans classified in the Substandard category typically have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are typically characterized by the possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Loans classified in the Doubtful category typically have all the weaknesses inherent in loans classified as substandard, plus the added characteristic the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur that may salvage the debt.
Consumer loans are classified as performing or nonperforming. A loan is nonperforming when payments of interest and principal are past due 90 days or more, or payments are less than 90 days past due, but there are other good reasons to doubt that payment will be made in full.
The following table shows the Company's loan portfolio broken down by internal risk grading as of December 31, 2014 (dollars in thousands):
Commercial and Consumer Credit Exposure
Credit Risk Profile by Internally Assigned Grade

Commercial

Construction and Land Development

Commercial
Real Estate

Residential Real Estate

Home
Equity
Pass
$
125,405


$
45,534


$
382,604


$
165,367


$
88,646

Special Mention
1,569


569


4,889


6,709


1,801

Substandard
7


4,760


3,979


3,217


628

Doubtful
—


—


—


—


—

Total
$
126,981


$
50,863


$
391,472


$
175,293


$
91,075


81

Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity

Consumer
Performing
$
5,240

Nonperforming
1

Total
$
5,241

Note 6 – Allowance for Loan Losses and Reserve for Unfunded Lending Commitments
Changes in the allowance for loan losses and the reserve for unfunded lending commitments for each of the years in the three-year period ended December 31, 2015, are presented below (dollars in thousands):

Years Ended December 31,

2015

2014

2013
Allowance for Loan Losses





Balance, beginning of year
$
12,427


$
12,600


$
12,118

Provision for loan losses
950


400


294

Charge-offs
(1,200
)

(964
)

(837
)
Recoveries
424


391


1,025

Balance, end of year
$
12,601


$
12,427


$
12,600








Years Ended December 31,

2015

2014

2013
Reserve for Unfunded Lending Commitments








Balance, beginning of year
$
163


$
210


$
201

Provision for (recovery) unfunded commitments
21


(47
)

9

Charge-offs (recovery of)
—


—


—

Balance, end of year
$
184


$
163


$
210


82

The reserve for unfunded loan commitments is included in other liabilities. The following table presents the Company's allowance for loan losses by portfolio segment and the related loan balance total by segment for the year ended December 31, 2015 (dollars in thousands):

Commercial

Commercial Real Estate

Residential Real Estate

Consumer

Unallocated

Total
Allowance for Loan Losses











Balance at December 31, 2014
$
1,818


$
6,814


$
3,715


$
80


$
—


$
12,427

Charge-offs
(175
)

(482
)

(323
)

(220
)

—


(1,200
)
Recoveries
32


124


139


129


—


424

Provision
390


474


15


71


—


950

Balance at December 31, 2015
$
2,065


$
6,930


$
3,546


$
60


$
—


$
12,601













Balance at December 31, 2015:





























Allowance for Loan Losses

















Individually evaluated for impairment
$
—


$
9


$
26


$
—


$
—


$
35

Collectively evaluated for impairment
2,065


6,750


3,284


60


—


12,159

Acquired impaired loans
—


171


236


—


—


407

Total
$
2,065


$
6,930


$
3,546


$
60


$
—


$
12,601













Loans

















Individually evaluated for impairment
$
95


$
2,245


$
2,346


$
21


$
—


$
4,707

Collectively evaluated for impairment
176,798


487,177


297,281


5,684


—


966,940

Acquired impaired loans
588


13,732


19,256


302


—


33,878

Total
$
177,481


$
503,154


$
318,883


$
6,007


$
—


$
1,005,525


83

The following table presents the Company's allowance for loan losses by portfolio segment and the related loan balance total by segment for the year ended December 31, 2014 (dollars in thousands):

Commercial

Commercial Real Estate

Residential Real Estate

Consumer

Unallocated

Total
Allowance for Loan Losses











Balance at December 31, 2013
$
1,810


$
6,819


$
3,690


$
99


$
182


$
12,600

Charge-offs
(101
)

(510
)

(258
)

(95
)

—


(964
)
Recoveries
51


66


191


83


—


391

Provision
58


439


92


(7
)

(182
)

400

Balance at December 31, 2014
$
1,818


$
6,814


$
3,715


$
80


$
—


$
12,427













Balance at December 31, 2014:





























Allowance for Loan Losses

















Individually evaluated for impairment
$
—


$
161


$
1


$
3


$
—


$
165

Collectively evaluated for impairment
1,815


6,400


3,424


77


—


11,716

Acquired impaired loans
3


253


290


—


—


546

Total
$
1,818


$
6,814


$
3,715


$
80


$
—


$
12,427













Loans

















Individually evaluated for impairment
$
7


$
3,651


$
863


$
16


$
—


$
4,537

Collectively evaluated for impairment
126,774


429,660


259,796


5,225


—


821,455

Acquired impaired loans
200


9,024


5,709


—


—


14,933

Total
$
126,981


$
442,335


$
266,368


$
5,241


$
—


$
840,925

The allowance for loan losses is allocated to loan segments based upon historical loss factors, risk grades on individual loans, portfolio analysis of smaller balance, homogenous loans, and qualitative factors. Qualitative factors include trends in delinquencies, nonaccrual loans, and loss rates; trends in volume and terms of loans, effects of changes in risk selection, underwriting standards, and lending policies; experience of lending officers, other lending staff and loan review; national, regional, and local economic trends and conditions; legal, regulatory and collateral factors; and concentrations of credit.
Note 7 – Premises and Equipment
Major classifications of premises and equipment at December 31, 2015 and 2014 are summarized as follows (dollars in thousands):

December 31,

2015

2014
Land
$
6,077


$
5,794

Buildings
23,481


22,963

Leasehold improvements
1,399


1,418

Furniture and equipment
18,686


18,722


49,643


48,897

Accumulated depreciation
(26,076
)

(25,872
)
Premises and equipment, net
$
23,567


$
23,025

Depreciation expense for the years ended December 31, 2015, 2014, and 2013 was $1,833,000, $1,688,000, and $1,734,000, respectively.

84

The Company has entered into operating leases for several of its branch and ATM facilities. The minimum annual rental payments under these leases at December 31, 2015 are as follows (dollars in thousands):

Minimum Lease
Year
Payments
2016
$
882

2017
810

2018
624

2019
108

2020
30


$
2,454

Lease expense, a component of occupancy and equipment expense, for the years ended December 31, 2015, 2014, and 2013 was $990,000, $633,000, and $629,000, respectively.
Note 8 – Goodwill and Other Intangible Assets
The Company records as goodwill the excess of purchase price over the fair value of the identifiable net assets acquired. Impairment testing is performed annually, as well as when an event triggering impairment may have occurred. The Company performs its annual analysis as of June 30 each fiscal year. Accounting guidance permits preliminary assessment of qualitative factors to determine whether more substantial impairment testing is required. The Company chose to bypass the preliminary assessment and utilized a two-step process for impairment testing of goodwill. The first step tests for impairment, while the second step, if necessary, measures the impairment. No indicators of impairment were identified during the years ended December 31, 2015, 2014, and 2013.
Core deposit intangibles resulting from the Community First acquisition in April 2006 were $3,112,000 and were amortized over 99 months ending in 2015. Core deposit intangibles resulting from the MidCarolina acquisition in July 2011 were $6,556,000 and are being amortized on an accelerated basis over 108 months. Core deposit intangibles resulting from the MainStreet acquisition were $1,839,000 and are being amortized on an accelerated basis over 120 months.
The changes in the carrying amount of goodwill and intangibles for the twelve months ended December 31, 2015, are as follows (dollars in thousands):

Goodwill

Intangibles
Balance at December 31, 2014
$
39,043


$
2,045

Additions
4,829


1,839

Amortization
—


(1,201
)
Impairment
—


—

Balance at December 31, 2015
$
43,872


$
2,683

Goodwill and intangible assets at December 31, 2015 and 2014 are as follow (dollars in thousands):

Gross Carrying
Value

Accumulated
Amortization

Net Carrying
Value
December 31, 2015





Core deposit intangibles
$
11,808


$
(9,125
)

$
2,683

Goodwill
43,872


—


43,872







December 31, 2014








Core deposit intangibles
$
9,969


$
(7,924
)

$
2,045

Goodwill
39,043


—


39,043


85

Amortization expense of core deposit intangibles for the years ended December 31, 2015, 2014, and 2013 were $1,201,000, $1,114,000, and $1,501,000, respectively. As of December 31, 2015, the estimated future amortization expense of core deposit intangibles is as follows (dollars in thousands):
Year
Amount
2016
$
964

2017
528

2018
265

2019
219

2020
207

2021 and after
500

Total
$
2,683

Note 9 - Deposits
The aggregate amount of time deposits in denominations of $250,000 or more at December 31, 2015 and 2014 was $132,686,000 and $119,225,000, respectively.
At December 31, 2015, the scheduled maturities of certificates of deposits (included in "time" deposits on the Consolidated Balance Sheet) were as follows (dollars in thousands):
Year
Amount
2016
$
216,638

2017
78,863

2018
45,279

2019
24,945

2020
31,581

2021 and after
4

Total
$
397,310

There were no brokered time deposits at December 31, 2015 or December 31, 2014. Time deposits through the Certificate of Deposit Account Registry Service ("CDARs") program totaled $23,633,000 at December 31, 2015 compared to $22,255,000 at December 31, 2014. Deposits through the CDARs program are generated from major customers with substantial relationships to the Bank.
Note 10 – Short-term Borrowings
Short-term borrowings consist of customer repurchase agreements, overnight borrowings from the FHLB, and Federal Funds purchased. The Company has federal funds lines of credit established with two correspondent banks in the amounts of $15,000,000 each, and, additionally, has access to the Federal Reserve Bank of Richmond's discount window. Customer repurchase agreements are collateralized by securities of the U.S. Government, its agencies or GSEs. They mature daily. The interest rates are generally fixed but may be changed at the discretion of the Company. The securities underlying these agreements remain under the Company's control. FHLB overnight borrowings contain floating interest rates that may change daily at the discretion of the FHLB. Federal Funds purchased are unsecured overnight borrowings from other financial institutions. Short-term borrowings consisted solely of customer repurchase agreements at December 31, 2015 and 2014 (dollars in thousands):

December 31, 2015

December 31, 2014

Amount

Weighted
Average
Rate

Amount

Weighted
Average
Rate
Customer repurchase agreements
$
40,611


0.02
%

$
53,480


0.02
%

86

Note 11 – Long-term Borrowings
Under the terms of its collateral agreement with the FHLB, the Company provides a blanket lien covering all of its residential first mortgage loans, second mortgage loans, home equity lines of credit, and commercial real estate loans. In addition, the Company pledges as collateral its capital stock in the FHLB and deposits with the FHLB. The Company has a line of credit with the FHLB equal to 30% of the Company's assets, subject to the amount of collateral pledged. As of December 31, 2015, $424,053,000 in eligible collateral was pledged under the blanket floating lien agreement which covers both short-term and long-term borrowings.
Long-term borrowings consisted of the following fixed rate, advances as of December 31, 2015 and 2014 (dollars in thousands):

2015


2014
Due by
Advance Amount

Weighted Average Rate

Due by
Advance Amount

Weighted Average Rate
November 30, 2017
$
9,958


2.98
%

November 30, 2017
$
9,935


2.98
%









The advance due in November 2017 is net of a fair value discount of $42,000. The original discount recorded on July 1, 2011 was a result of the merger with MidCarolina. The adjustment to the face value will be amortized into interest expense over the life of the borrowing.
In the regular course of conducting its business, the Company takes deposits from political subdivisions of the states of Virginia and North Carolina. At December 31, 2015, the Bank's public deposits totaled $149,449,000. The Company is required to provide collateral to secure the deposits that exceed the insurance coverage provided by the Federal Deposit Insurance Corporation. This collateral can be provided in the form of certain types of government or agency bonds or letters of credit from the FHLB. At December 31, 2015, the Company had $70,700,000 in letters of credit with the FHLB outstanding as well as $122,384,000 in agency, state, and municipal securities to provide collateral for such deposits.
Note 12 – Junior Subordinated Debt
On April 7, 2006, AMNB Statutory Trust I, a Delaware statutory trust and a wholly owned subsidiary of the Company, issued $20,000,000 of preferred securities in a private placement pursuant to an applicable exemption from registration. The Trust Preferred Securities mature on June 30, 2036, but may be redeemed at the Company's option beginning on September 30, 2011. Initially, the securities required quarterly distributions by the trust to the holder of the Trust Preferred Securities at a fixed rate of 6.66%. Effective September 30, 2011, the rate resets quarterly at the three-month LIBOR plus 1.35%. Distributions are cumulative and will accrue from the date of original issuance, but may be deferred by the Company from time to time for up to 20 consecutive quarterly periods. The Company has guaranteed the payment of all required distributions on the Trust Preferred Securities. The proceeds of the Trust Preferred Securities received by the trust, along with proceeds of $619,000 received by the trust from the issuance of common securities by the trust to the Company, were used to purchase $20,619,000 of the Company's junior subordinated debt securities (the "Trust Preferred Capital Notes"), issued pursuant to a junior subordinated debentures entered into between the Company and Wilmington Trust Company, as trustee. The proceeds of the Trust Preferred Capital Notes were used to fund the cash portion of the merger consideration to the former shareholders of Community First in connection with the Company's acquisition of that company, and for general corporate purposes.
On July 1, 2011, in connection with the MidCarolina merger, the Company assumed $8,764,000 in junior subordinated debentures to the MidCarolina Trusts, to fully and unconditionally guarantee the preferred securities issued by the MidCarolina Trusts. These long-term obligations, which currently qualify as Tier 1 capital, constitute a full and unconditional guarantee by the Company of the MidCarolina Trusts' obligations. The MidCarolina Trusts are not consolidated in the Company's financial statements.
In accordance with ASC 810-10-15-14, "Consolidation – Overall - Scope and Scope Exceptions," the Company did not eliminate through consolidation the Company's $619,000 equity investment in AMNB Statutory Trust I or the $264,000 equity investment in the MidCarolina Trusts. Instead, the Company reflected this equity investment in the "Accrued interest receivable and other assets" line item in the consolidated balance sheets.

87

A description of the junior subordinated debt securities outstanding payable to the trusts is shown below (dollars in thousands):








Principal Amount








December 31,
Issuing Entity

Date Issued

Interest Rate

Maturity Date

2015

2014
AMNB Trust I

4/7/2006

Libor plus 1.35%

6/30/2036

$
20,619


$
20,619












MidCarolina Trust I

10/29/2002

Libor plus 3.45%

11/7/2032

4,209


4,154












MidCarolina Trust II

12/3/2003

Libor plus 3.45%

10/7/2033

2,794


2,748




















$
27,622


$
27,521

The principal amounts reflected for the MidCarolina Trusts are net of fair value marks of $946,000 and $815,000 respectively. The original fair value marks of $1,197,000 and $1,021,000 were recorded as a result of the merger with MidCarolina on July 1, 2011 and are being amortized into interest expense over the remaining lives of the respective borrowings.
Note 13 – Stock-Based Compensation
The Company's 2008 Stock Incentive Plan ("2008 Plan") was adopted by the Board of Directors of the Company on February 19, 2008 and approved by shareholders on April 22, 2008 at the Company's 2008 Annual Meeting of Shareholders. The 2008 Plan provides for the granting of restricted stock awards, incentive and non-statutory options to employees and directors on a periodic basis, at the discretion of the Board of Directors or a Board designated committee. The 2008 Plan authorizes the issuance of up to 500,000 shares of common stock. The 2008 Plan replaced the Company's stock option plan that was approved by the shareholders at the 1997 Annual Meeting, which plan terminated in 2006.
Stock Options
Accounting guidance requires that compensation cost relating to share-based payment transactions be recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued.
A summary of stock option transactions for the year ended December 31, 2015 is as follows:

Option
Shares

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual Term

Aggregate
Intrinsic
Value
($000)
Outstanding at December 31, 2014
110,947


$
26.08





Replacement stock options
43,086


20.02





Granted
—


—





Exercised
42,680


18.49





Forfeited
4,090


19.03




Expired
39,392


31.18





Outstanding at December 31, 2015
67,871


$
24.47


2.61 years

$
118

Exercisable at December 31, 2015
67,871


$
24.47


2.61 years

$
118

The aggregate intrinsic value of stock options in the table above represents the total pre-tax intrinsic value (the amount by which the current fair value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. This amount changes based on changes in the fair value of the Company's common stock.
The total proceeds of the in-the-money options exercised during the year ended December 31, 2015, 2014, and 2013 were $789,000, $442,000, and $309,000, respectively. Total intrinsic value of options exercised during years ended December 31, 2015, 2014, and 2013 was $220,000, $178,000, and $75,000, respectively.

88

As of December 31, 2015, 2014, and 2013, there was no recognized or unrecognized compensation expense attributable to the outstanding stock options.
The following table summarizes information related to stock options outstanding on December 31, 2015:
Options Outstanding and Exercisable
Range of
Exercise Prices

Number of
Outstanding
Options

Weighted-
Average
Remaining
Contractual Life

Weighted-
Average
Exercise
Price
$20.01 to $25.00

37,300


2.89 years

$
22.45

$25.01 to $30.00

27,601


2.34

25.84

$30.01 to $41.67

2,970


1.70

37.04



67,871


2.61 years

$
24.47

No stock options were granted in 2015, 2014 and 2013.
Restricted Stock
The Company from time-to-time grants shares of restricted stock to key employees and non-employee directors. These awards help align the interests of these employees and directors with the interests of the shareholders of the Company by providing economic value directly related to increases in the value of the Company's common stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. The Company recognizes expense, equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock granted in 2015 cliff vests at the end of a 36-month period beginning on the date of grant. Nonvested restricted stock activity for the year ended December 31, 2015 is summarized in the following table:
Restricted Stock
Shares

Weighted
Average Grant
Date Value
Nonvested at January 1, 2015
41,562


$
21.39

Granted
19,155


$
21.81

Vested
15,536


$
19.51

Forfeited
3,618


$
22.89

Nonvested at December 31, 2015
41,563


$
22.15

As of December 31, 2015, 2014, and 2013, there was $340,000, $327,000, and $337,000, respectively, in unrecognized compensation cost related to nonvested restricted stock granted under the 2008 Plan. This cost is expected to be recognized over the next 12 to 30 months. The share based compensation expense for nonvested restricted stock was $322,000, $342,000, and $292,000 during 2015, 2014, and 2013 respectively.
Starting in 2010, the Company began offering its outside directors alternatives with respect to director compensation. For 2015, the monthly board retainer could be received in the form of either (a) $1,000 in cash or (b) shares of immediately vested, but restricted stock, with a market value of $1,563. Monthly meeting fees can also be received as $600 per meeting in cash or $750 in immediately vested, but restricted stock. For 2015, all 13 outside directors elected to receive stock in lieu of cash for their monthly retainer board meeting fees. Only outside directors receive board fees. The Company issued 11,228, 13,147 and 12,711 shares and recognized share based compensation expense of $275,000, $298,000, and $282,000 during 2015, 2014 and 2013, respectively.
During 2015, 4,158 shares with a market value of $95,000 were issued to a retired director as payment for cumulative deferred director compensation.
Note 14 – Income Taxes
The Company files income tax returns in the U.S. federal jurisdiction and the states of Virginia and North Carolina. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years prior to 2012.

89

The components of the Company's net deferred tax assets (liabilities) were as follows (dollars in thousands):

December 31,

2015

2014
Deferred tax assets:



Allowance for loan losses
$
4,410


$
4,350

Nonaccrual loan interest
576


449

Other real estate owned valuation allowance
360


1,384

Deferred compensation
1,353


641

Loans (1)
4,641


3,953

Other
840


725

Total deferred tax assets
12,180


11,502





Deferred tax liabilities:



Depreciation
700


759

Accretion of discounts on securities
320


274

Core deposit intangibles
939


716

Net unrealized gains on securities
2,219


3,148

Prepaid pension expense
52


83

Trust preferred fair value adjustment
616


652

Other
196


208

Total deferred tax liabilities
5,042


5,840

Net deferred tax assets
$
7,138


$
5,662

(1) Fair value adjustments related to acquisition $6,376,000.
The provision for income taxes consists of the following (dollars in thousands):

Years Ended December 31,

2015

2014

2013
Current tax expense
$
4,279


$
5,153


$
4,030

Deferred tax expense
1,741


49


2,024

Total income tax expense
$
6,020


$
5,202


$
6,054

A reconcilement of the "expected" Federal income tax expense to reported income tax expense is as follows (dollars in thousands):

Years Ended December 31,

2015

2014

2013
Expected federal tax expense
$
7,371


$
6,280


$
7,630

Nondeductible interest expense
78


63


77

Tax-exempt interest
(1,338
)

(1,370
)

(1,491
)
State income taxes
222


405


254

Other, net
(313
)

(176
)

(416
)
Total income tax expense
$
6,020


$
5,202


$
6,054


90

Note 15 – Earnings Per Common Share
The following shows the weighted average number of shares used in computing earnings per common share and the effect on weighted average number of shares of potentially dilutive common stock. Potentially dilutive common stock had no effect on income available to common shareholders.

Years Ended December 31,

2015

2014

2013

Shares

Per Share
Amount

Shares

Per Share
Amount

Shares

Per Share
Amount
Basic earnings per share
8,680,502


$
1.73


7,867,198


$
1.62


7,872,870


$
2.00

Effect of dilutive securities - stock options
7,948


—


10,378


—


11,691


—

Diluted earnings per share
8,688,450


$
1.73


7,877,576


$
1.62


7,884,561


$
2.00

Outstanding stock options on common stock which were not included in computing diluted earnings per share in 2015, 2014, and 2013 because their effects were anti-dilutive, averaged 66,238 shares, 117,843 shares, and 161,831 shares, respectively.
Note 16 – Off-Balance Sheet Activities
The Company is party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if applicable, is based on management's credit evaluation of the customer.
The Company's exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.
The following off-balance sheet financial instruments whose contract amounts represent credit risk were outstanding at December 31, 2015 and 2014 (dollars in thousands):

December 31,

2015

2014
Commitments to extend credit
$
301,360


$
190,413

Standby letters of credit
4,286


3,333

Mortgage loan rate lock commitments
5,365


3,372

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. These commitments generally consist of unused portions of lines of credit issued to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
At December 31, 2015, the Company had locked-rate commitments to originate mortgage loans amounting to approximately $5,365,000 and loans held for sale of $3,266,000. Risks arise from the possible inability of counterparties to meet the terms of their contracts, though the Company has never experienced a failure of one of its counterparties to perform. If a loan becomes past due 90 days within 180 days of sale, the Company would be required to repurchase the loan.

91

Note 17 – Related Party Transactions
In the ordinary course of business, loans are granted to executive officers, directors, and their related entities. Management believes that all such loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans to similar, unrelated borrowers, and do not involve more than a normal risk of collectibility or present other unfavorable features. As of December 31, 2015 and 2014, none of these loans were restructured, past due, or on nonaccrual status.
An analysis of these loans for 2015 is as follows (dollars in thousands):
Balance at December 31, 2014
$
15,532

Additions
5,366

Repayments
(4,560
)
Balance at December 31, 2015
$
16,338

Related party deposits totaled $17,163,000 at December 31, 2015 and $22,088,000 at December 31, 2014.

92

Note 18 – Employee Benefit Plans
Defined Benefit Plan
The Company previously maintained a non-contributory defined benefit pension plan which covered substantially all employees who were 21 years of age or older and who had at least one year of service. The Company froze its pension plan to new participants and converted its pension plan to a cash balance plan effective December 31, 2009. Each year existing participants will receive, with some adjustments, income based on the yield of the 10 year U.S. Treasury Note in December of the preceding year. Information pertaining to the activity in the plan is as follows (dollars in thousands):

As of and for the Years Ended December 31,

2015

2014

2013
Change in Benefit Obligation:





Projected benefit obligation at beginning of year
$
10,710


$
8,996


$
10,931

Service cost
—


—


—

Interest cost
297


304


288

Actuarial (gain) loss
(100
)

1,606


(201
)
Benefits paid
(2,454
)

(196
)

(2,022
)
Projected benefit obligation at end of year
8,453


10,710


8,996







Change in Plan Assets:








Fair value of plan assets at beginning of year
10,949


10,870


11,689

Actual return on plan assets
(67
)

275


1,203

Benefits paid
(2,454
)

(196
)

(2,022
)
Fair value of plan assets at end of year
8,428


10,949


10,870







Funded Status at End of Year
$
(25
)

$
239


$
1,874







Amounts Recognized in the Consolidated Balance Sheets








Other assets (liabilities)
$
(25
)

$
239


$
1,874







Amounts Recognized in Accumulated Other Comprehensive Loss








Net actuarial loss
$
2,818


$
3,356


$
1,628

Deferred income tax asset
(986
)

(1,175
)

(570
)
Amount recognized
$
1,832


$
2,181


$
1,058








As of and for the Years Ended December 31,

2015

2014

2013
Components of Net Periodic Benefit Cost








Service cost
$
—


$
—


$
—

Interest cost
297


304


288

Expected return on plan assets
(459
)

(469
)

(513
)
Recognized net loss due to settlement
671


—


594

Recognized net actuarial loss
293


73


275

Net periodic benefit cost
$
802


$
(92
)

$
644


93

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Income) Loss





Net actuarial (gain) loss
$
(538
)

$
1,728


$
(1,761
)
Amortization of prior service cost
—


—


—

Total recognized in other comprehensive (income) loss
$
(538
)

$
1,728


$
(1,761
)






Total Recognized in Net Periodic Benefit Cost and Other Comprehensive (Income) Loss
$
264


$
1,636


$
(1,117
)
The accumulated benefit obligation as of December 31, 2015, 2014, and 2013 was $8,453,000, $10,710,000, and $8,996,000, respectively. The rate of compensation increase is no longer applicable since the defined benefit plan was converted to a cash balance plan.
The plan sponsor selected the expected long-term rate-of-return-on-assets assumption in consultation with their investment advisors and actuary. This rate was intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rates of return (net of inflation), for the major asset classes held or anticipated to be held by the trust, and for the trust itself. Undue weight is not given to recent experience that may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions.
Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the plan is assumed to continue in force and not terminate during the period in which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the trust, and expenses (both investment and non-investment) typically paid from plan assets (to the extent such expenses are not explicitly estimated within periodic cost).
Below is a description of the plan's assets. The plan's weighted-average asset allocations by asset category are as follows as of December 31, 2015 and 2014:
Asset Category
December 31,

2015

2014
Fixed Income
59.5
%

47.6
%
Equity
32.0
%

25.2
%
Cash and Accrued Income
8.5
%

27.2
%
Total
100.0
%

100.0
%
The investment policy and strategy for plan assets can best be described as a growth and income strategy. Diversification is accomplished by limiting the holding of any one equity issuer to no more than 5% of total equities. Exchange traded funds are used to provide diversified exposure to the small capitalization and international equity markets. All fixed income investments are rated as investment grade, with the majority of these assets invested in corporate issues. The assets are managed by the Company's Trust and Investment Services Division. No derivatives are used to manage the assets. Equity securities do not include holdings in the Company.

94

The fair value of the Company's pension plan assets at December 31, 2015 and 2014, by asset category are as follows (dollars in thousands):



Fair Value Measurements at December 31, 2015 using

Balance at December 31,

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs
Asset Category
2015

Level 1

Level 2

Level 3
Cash
$
675


$
675


$
—


$
—

Fixed income securities











Government sponsored entities
2,287


—


2,287


—

Municipal bonds and notes
1,084


—


1,084


—

Corporate bonds and notes
1,641


—


1,641


—

Equity securities











U.S. companies
2,481


2,481


—


—

Foreign companies
260


260


—


—


$
8,428


$
3,416


$
5,012


$
—




Fair Value Measurements at December 31, 2014 using

Balance at December 31,

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs
Asset Category
2014

Level 1

Level 2

Level 3
Cash
$
2,979


$
2,979


$
—


$
—

Fixed income securities











Government sponsored entities
2,824


—


2,824


—

Municipal bonds and notes
172


—


172


—

Corporate bonds and notes
2,216


—


2,216


—

Equity securities










U.S. companies
2,384


2,384


—


—

Foreign companies
374


374


—


—


$
10,949


$
5,737


$
5,212


$
—

Projected benefit payments for the years 2016 to 2025 are as follows (dollars in thousands):
Year
Amount
2016
$
1,400

2017
340

2018
547

2019
1,014

2020
453

2021-2025
3,876

401(k) Plan
The Company maintains a 401(k) plan that covers substantially all full-time employees of the Company. The Company matches a portion of the contribution made by employee participants after at least one year of service. The Company contributed $602,000, $521,000, and $542,000 to the 401(k) plan in 2015, 2014, and 2013, respectively. These amounts are included in employee benefits expense for the respective years.

95

Deferred Compensation Arrangements
The Company maintains deferred compensation agreements with certain current and former employees providing for annual payments to each ranging from $25,000 to $50,000 per year for ten years upon their retirement. The liabilities under these agreements are being accrued over the officers' remaining periods of employment so that, on the date of their retirement, the then-present value of the annual payments would have been accrued. The liabilities were $442,000 and $509,000 at December 31, 2015 and 2014, respectively. The expense for these agreements was $8,000, $10,000, and $13,000 for the years 2015, 2014, and 2013, respectively.
Profit Sharing and Incentive Arrangements
The Company maintains a cash profit sharing plan for full-time employees based on the Company's performance and a cash incentive compensation plan for officers based on the Company's performance and individual officer goals. The total amount charged to salary expense for these plans was $559,000, $851,000, and $890,000 for the years 2015, 2014, and 2013, respectively.
Note 19 – Fair Value Measurements
Determination of Fair Value
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the fair value measurements and disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
Fair Value Hierarchy
In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
Level 1 –
Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 –
Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.
Level 3 –
Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.
The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:
Securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

96

In mid-2013, the Company purchased $1,000,000 in convertible preferred stock from a Virginia based, publicly traded community bank. There is no secondary market for this bank's preferred stock; however, its common stock is traded on a limited basis in the over the counter market. The Company uses an independent third party to assist in the valuation of these securities. Given the convertible nature of the securities, the common stock of the issuing community bank is used as a proxy for the preferred stock value. This is the only security recorded with a Level 3 valuation at December 31, 2015.
The following table presents the balances of financial assets measured at fair value on a recurring basis during the period (dollars in thousands):



Fair Value Measurements at December 31, 2015 Using

Balance as of December 31,

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable Inputs
Description
2015

Level 1

Level 2

Level 3
Assets:







Securities available for sale:







Federal agencies and GSEs
$
81,452


$
—


$
81,452


$
—

Mortgage-backed and CMOs
70,930


—


70,930


—

State and municipal
175,891


—


175,891


—

Corporate
10,590


—


10,590


—

Equity securities
1,486


—


—


1,486

Total
$
340,349


$
—


$
338,863


$
1,486




Fair Value Measurements at December 31, 2014 Using

Balance as of December 31,

Quoted Prices
in Active
Markets for
Identical Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs
Description
2014

Level 1

Level 2

Level 3
Assets:







Securities available for sale:







Federal agencies and GSEs
$
82,106


$
2,995


$
79,111


$
—

Mortgage-backed and CMOs
57,425


—


57,425


—

State and municipal
195,493


1,172


194,321


—

Corporate
8,379


—


8,379


—

Equity Securities
1,313


—


—


1,313

Total
$
344,716


$
4,167


$
339,236


$
1,313


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balances as of January 1, 2015

Total Realized / Unrealized Gains
(Losses) Included in

Purchases, Sales, Issuances and Settlements, Net

Transfer In (Out) of Level 3

Balances as of December 31, 2015
Net Income

Other Comprehensive Income

Securities available for sale:











Equity
$
1,313


$
—


$
173


$
—


$
—


$
1,486

Total assets
$
1,313


$
—


$
173


$
—


$
—


$
1,486

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

97

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:
Loans held for sale: Loans held for sale are carried at fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the years ended December 31, 2015 and 2014. Gains and losses on the sale of loans are recorded within income from mortgage banking on the Consolidated Statements of Income.
Impaired loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected when due. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company's collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal, of one year or less, conducted by an independent, licensed appraiser using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than one year old and not solely based on observable market comparable or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business's financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.
Other real estate owned: Measurement for fair values for other real estate owned are the same as impaired loans. Any fair value adjustments are recorded in the period incurred as a valuation allowance against other real estate owned with the associated expense included in other real estate owned expense, net on the Consolidated Statements of Income.

98

The following table summarizes the Company's assets that were measured at fair value on a nonrecurring basis during the period (dollars in thousands):



Fair Value Measurements at December 31, 2015 Using

Balance as of December 31,

Quoted Prices in
Active Markets
for Identical
Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs
Description
2015

Level 1

Level 2

Level 3
Assets:







Loans held for sale
$
3,266


$
—


$
3,266


$
—

Impaired loans, net of valuation allowance
2,948


—


—


2,948

Other real estate owned, net
2,184


—


—


2,184




Fair Value Measurements at December 31, 2014 Using

Balance as of December 31,

Quoted Prices in
Active Markets
for Identical
Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs
Description
2014

Level 1

Level 2

Level 3
Assets:







Loans held for sale
$
616


$
—


$
616


$
—

Impaired loans, net of valuation allowance
1,705


—


—


1,705

Other real estate owned, net
2,119


—


—


2,119

Quantitative Information About Level 3 Fair Value Measurements as of December 31, 2015:
Assets

Valuation Technique

Unobservable Input

Weighted
Rate







Securities available for sale

Third party model based techniques

Stock price in different rate environments

49
%








Impaired loans

Discounted appraised value

Selling cost

6
%
Impaired loans

Discounted cash flow analysis

Market rate for borrower (discount rate)

4
%







Other real estate owned

Discounted appraised value

Selling cost

6
%

99

Quantitative Information About Level 3 Fair Value Measurements as of December 31, 2014:
Assets

Valuation Technique

Unobservable Input

Weighted
Rate







Securities available for sale

Third party model based techniques

Stock price in different rate environments

31
%








Impaired loans

Discounted appraised value

Selling cost

6
%







Other real estate owned

Discounted appraised value

Selling cost

4
%
Other real estate owned

Discounted appraised value

Discount for lack of marketability and age of appraisal

6
%
ASC 825, "Financial Instruments," requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The carrying values and estimated fair values of the Company's financial instruments as of December 31, 2015 are as follows (dollars in thousands):

Fair Value Measurements at December 31, 2015 Using

Carrying Value

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Fair Value
Balance

Level 1

Level 2

Level 3

Financial Assets:









Cash and cash equivalents
$
95,337


$
95,337


$
—


$
—


$
95,337

Securities available for sale
340,349


—


338,863


1,486


340,349

Restricted stock
5,312


—


5,312


—


5,312

Loans held for sale
3,266


—


3,266


—


3,266

Loans, net of allowance
992,924


—


—


994,808


994,808

Bank owned life insurance
17,658


—


17,658


—


17,658

Accrued interest receivable
4,116


—


4,116


—


4,116











Financial Liabilities:














Deposits
$
1,262,660


$
—


$
865,350


$
396,551


$
1,261,901

Repurchase agreements
40,611


—


40,611


—


40,611

Other borrowings
9,958


—


—


10,293


10,293

Junior subordinated debt
27,622


—


—


22,940


22,940

Accrued interest payable
655


—


655


—


655



100

The carrying values and estimated fair values of the Company's financial instruments at December 31, 2014 are as follows (dollars in thousands):

Fair Value Measurements at December 31, 2014 Using

Carrying Value

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Fair Value
Balance

Level 1

Level 2

Level 3

Financial Assets:









Cash and cash equivalents
$
67,303


$
67,303


$
—


$
—


$
67,303

Securities available for sale
344,716


4,167


339,236


1,313


344,716

Restricted stock
4,534


—


4,534


—


4,534

Loans held for sale
616


—


616


—


616

Loans, net of allowance
828,498


—


—


832,708


832,708

Bank owned life insurance
15,193


—


15,193


—


15,193

Accrued interest receivable
4,534


—


4,534


—


4,534











Financial Liabilities:














Deposits
$
1,075,837


$
—


$
712,020


$
365,310


$
1,077,330

Repurchase agreements
53,480


—


53,480


—


53,480

Other borrowings
9,935


—


—


10,432


10,432

Junior subordinated debt
27,521


—


—


22,009


22,009

Accrued interest payable
587


—


587


—


587

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:
Cash and cash equivalents. The carrying amount is a reasonable estimate of fair value.
Securities. Fair values are based on quoted market prices or dealer quotes.
Restricted stock. The carrying value of restricted stock approximates fair value based on the redemption provisions of the respective entity.
Loans held for sale. The carrying amount is at fair value.
Loans. For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for fixed-rate loans are estimated based upon discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable.
Bank owned life insurance. Bank owned life insurance represents insurance policies on officers, directors, and past directors of the Company. The cash value of the policies are estimates using information provided by insurance carriers. These policies are carried at their cash surrender value, which approximates the fair value.
Accrued interest receivable. The carrying amount is a reasonable estimate of fair value.
Deposits. The fair value of demand deposits, savings deposits, and money market deposits equals the carrying value. The fair value of fixed-rate certificates of deposit is estimated by discounting the future cash flows using the current rates at which similar deposit instruments would be offered to depositors for the same remaining maturities.
Repurchase agreements. The carrying amount is a reasonable estimate of fair value.
Other borrowings. The fair values of other borrowings are estimated using discounted cash flow analysis based on the interest rates for similar types of borrowing arrangements.

101

Junior subordinated debt. Fair value is calculated by discounting the future cash flows using the estimated current interest rates at which similar securities would be issued.
Accrued interest payable. The carrying amount is a reasonable estimate of fair value.
Off-balance sheet instruments. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2015 and 2014, the fair value of off balance sheet instruments was deemed immaterial, and therefore was not included in the table above. The various off-balance sheet instruments were discussed in Note 16.
The Company assumes interest rate risk (the risk that interest rates will change) in its normal operations. As a result, the fair values of the Company's financial instruments will change when interest rates change and that change may be either favorable or unfavorable to the Company.
Note 20 – Dividend Restrictions and Regulatory Capital
The approval of the Office of the Comptroller of the Currency is required if the total of all dividends declared by a national bank in any calendar year exceeds the bank's retained net income, as defined, for that year combined with its retained net income for the preceding two calendar years. Under this formula, the Bank can distribute as dividends to the Company, without the approval of the Office of the Comptroller of the Currency, $8,535,000 as of December 31, 2015. Dividends paid by the Bank to the Company are the only significant source of funding for dividends paid by the Company to its shareholders.
Banks and bank holding companies are subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate certain regulatory action. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is included in computing regulatory capital. Capital amounts and ratios for December 31, 2014 are calculated using Basel I rules. Management believes as of December 31, 2015, the Company and Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2015 and 2014, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank's category.

102

Actual and required capital amounts (in thousands) and ratios are presented below at year-end:

Actual

Required for Capital Adequacy Purposes

To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

Amount

Ratio

Amount

Ratio

Amount


Ratio
December 31, 2015











Common Equity Tier 1











Company
$
150,916


12.88
%

$
52,739


>4.50
%






Bank
170,741


14.58


52,691


>4.50


$
76,109


>6.50
%












Total Capital











Company
191,542


16.34


93,758


>8.00





Bank
183,526


15.67


93,673


>8.00


117,091


>10.00













Tier 1 Capital











Company
178,538


15.23


70,319


>6.00





Bank
170,741


14.58


70,255


>6.00


93,673


>8.00













Leverage Capital















Company
178,538


12.05


59,260


>4.00






Bank
170,741


11.54


59,187


>4.00


73,984


>5.00













December 31, 2014















Total Capital















Company
$
168,495


17.86
%

$
75,490


>8.00
%





Bank
155,174


16.48


75,310


>8.00


$
94,137


>10.00
%












Tier 1 Capital















Company
156,549


16.59


37,745


>4.00






Bank
143,395


15.23


37,655


>4.00


56,482


>6.00













Leverage Capital















Company
156,549


12.16


51,511


>4.00





Bank
143,397


11.15


51,434


>4.00


64,293


>5.00

The capital conservation buffer requirement will be phased in beginning January 1, 2016, at 0.625% of risk-weighted assets, increasing by the same amount each year until fully implemented at 2.5% on January 1, 2019. the capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
If the new capital ratios described above had been in full implementation at December 31, 2015, in management's opinion, the Bank and the Company would have remained "well capitalized."
Note 21 – Segment and Related Information
The Company has two reportable segments, community banking and trust and investment services.
Community banking involves making loans to and generating deposits from individuals and businesses. All assets and liabilities of the Company are allocated to community banking. Investment income from securities is also allocated to the

103

community banking segment. Loan fee income, service charges from deposit accounts, and non-deposit fees such as automated teller machine fees and insurance commissions generate additional income for community banking.
Trust and investment services include estate planning, trust account administration, investment management, and retail brokerage. Investment management services include purchasing equity, fixed income, and mutual fund investments for customer accounts. The trust and investment services division receives fees for investment and administrative services.
Amounts shown in the "Other" column include activities of the Company which are primarily debt service on trust preferred securities and corporate items. Intersegment eliminations primarily consist of the Company's interest income on deposits held by the Bank.
Segment information as of and for the years ended December 31, 2015, 2014, and 2013, is shown in the following table (dollars in thousands):





2015





Community Banking

Trust and Investment Services

Other

Intersegment Eliminations

Total
Interest income
$
55,109


$
—


$
60


$
—


$
55,169

Interest expense
5,144


—


760


—


5,904

Noninterest income
8,386


4,881


20


—


13,287

Income (loss) before income taxes
19,398


2,737


(1,076
)

—


21,059

Net income (loss)
13,793


1,956


(710
)

—


15,039

Depreciation and amortization
3,022


12


—


—


3,034

Total assets
1,545,377


—


225,533


(223,311
)

1,547,599

Goodwill
43,872


—


—


—


43,872

Capital expenditures
1,453


21


—


—


1,474






2014





Community Banking

Trust and Investment Services

Other

Intersegment Eliminations

Total
Interest income
$
47,395


$
—


$
60


$
—


$
47,455

Interest expense
4,988


—


742


—


5,730

Noninterest income
6,317


4,840


19


—


11,176

Income (loss) before income taxes
15,953


3,012


(1,022
)

—


17,943

Net income (loss)
11,277


2,138


(674
)

—


12,741

Depreciation and amortization
2,791


11


—


—


2,802

Total assets
1,338,465


—


201,482


(193,455
)

1,346,492

Goodwill
39,043


—


—


—


39,043

Capital expenditures
1,046


3


—


—


1,049


104






2013





Community Banking

Trust and Investment Services

Other

Intersegment Eliminations

Total
Interest income
$
52,928


$
—


$
28


$
—


$
52,956

Interest expense
5,829


—


754


—


6,583

Noninterest income
6,649


4,158


20


—


10,827

Income (loss) before income taxes
20,142


2,605


(946
)

—


21,801

Net income (loss)
14,489


1,882


(624
)

—


15,747

Depreciation and amortization
3,220


15


—


—


3,235

Total assets
1,305,540


—


195,076


(193,104
)

1,307,512

Goodwill
39,043


—


—


—


39,043

Capital expenditures
861


4


—


—


865

Note 22 – Parent Company Financial Information
Condensed Parent Company financial information is as follows (dollars in thousands):

December 31,
Condensed Balance Sheets
2015

2014
Cash
$
5,571


$
10,980

Investment in subsidiaries
218,543


188,829

Due from subsidiaries
85


347

Other assets
1,504


1,326

Total Assets
$
225,703


$
201,482





Junior subordinated debt
$
27,622


$
27,521

Other liabilities
246


181

Shareholders' equity
197,835


173,780

Total Liabilities and Shareholders' Equity
$
225,703


$
201,482


Years Ended December 31,
Condensed Statements of Income
2015

2014

2013
Dividends from subsidiary
$
11,000


$
17,000


$
9,000

Other income
80


79


48

Expenses
1,156


1,100


994

Income taxes (benefit)
(366
)

(347
)

(322
)
Income before equity in undistributed earnings of subsidiary
10,290


16,326


8,376

Equity in (distributed) undistributed earnings of subsidiary
4,749


(3,585
)

7,371

Net Income
$
15,039


$
12,741


$
15,747


Years Ended December 31,
Condensed Statements of Cash Flows
2015

2014

2013
Cash provided by dividends received from subsidiary
$
11,000


$
17,000


$
9,000

Cash used for payment of dividends
(8,068
)

(7,237
)

(7,248
)
Cash used for repurchase of stock
(3,506
)

(1,508
)

—

Cash used for acquisition of MainStreet
(5,935
)

—


—

Proceeds from exercise of options and stock compensation
789


1,089


883

Other
311


(1,236
)

(2,051
)
Net increase (decrease) in cash
$
(5,409
)

$
8,108


$
584


105

Note 23 – Concentrations of Credit Risk
Substantially all the Company's loans are made within its market area, which includes Southern and Central Virginia and the northern portion of Central North Carolina. The ultimate collectibility of the Company's loan portfolio and the ability to realize the value of any underlying collateral, if necessary, are impacted by the economic conditions and real estate values of the market area.
Loans secured by real estate were $822,037,000, or 81.8% of the loan portfolio at December 31, 2015, and $708,703,000, or 84.3% of the loan portfolio at December 31, 2014. Loans secured by commercial real estate represented the largest portion of loans at $430,186,000 at December 31, 2015 and $391,472,000 at December 31, 2014, 42.8% and 46.6%, respectively of total loans. While there were no concentrations of loans to any individual, group of individuals, business, or industry that exceeded 10% of total loans at December 31, 2015 or 2014, loans to lessors of nonresidential buildings represented 19.5% of total loans at December 31, 2015 and 16.7% at December 31, 2014; the lessees and lessors are engaged in a variety of industries.
Note 24 – Supplemental Cash Flow Information
(dollars in thousands)
For the Years ended December 31,

2015

2014

2013
Supplemental Schedule of Cash and Cash Equivalents:





Cash and due from banks
$
19,352


$
29,272


$
19,808

Interest-bearing deposits in other banks
75,985


38,031


47,873


$
95,337


$
67,303


$
67,681







Supplemental Disclosure of Cash Flow Information:








Cash paid for:








Interest on deposits and borrowed funds
$
5,836


$
5,753


$
6,728

Income taxes
3,090


4,371


4,530

Noncash investing and financing activities:








Transfer of loans to other real estate owned
2,101


386


1,826

Unrealized gain (loss) on securities available for sale
(2,652
)

3,488


(9,571
)
Change in unfunded pension liability
538


(1,728
)

(1,761
)






Non-cash transactions related to acquisitions:











Investment securities
18,507


—


—

Restricted stock
587


—


—

Loans
115,960


—


—

Premises and equipment
956


—


—

Deferred income taxes
2,794


—


—

Core deposit intangible
1,839


—


—

Other real estate owned, net
168


—


—

Bank owned life insurance
1,955


—


—

Other assets
1,049


—


—







Liabilities assumed:





Demand, MMDA, and savings deposits
82,451


—


—

Time deposits
54,872


—


—

Other liabilities
3,076


—


—







Consideration:





Issuance of common stock
20,483


—


—








106

Note 25 – Accumulated Other Comprehensive Income ("AOCI")
Changes in each component of accumulated other comprehensive income (loss) were as follows (dollars in thousands):

Net Unrealized
Gains (Losses)
on Securities

Adjustments
Related to
Pension
Benefits

Accumulated
Other
Comprehensive
Income (Loss)
Balance at Balance at December 31, 2012
$
9,800


$
(2,203
)

$
7,597







Net unrealized losses on securities available for sale, net of tax, $(3,282)
(6,097
)

—


(6,097
)






Reclassification adjustment for realized gains on securities, net of tax, $(67)
(125
)

—


(125
)






Change in unfunded pension liability, net of tax, $616
—


1,145


1,145







Balance at December 31, 2013
3,578


(1,058
)

2,520







Net unrealized gains on securities available for sale, net of tax, $1,398
2,595


—


2,595







Reclassification adjustment for realized gains on securities, net of tax, $(177)
(328
)

—


(328
)






Change in unfunded pension liability, net of tax, $(605)
—


(1,123
)

(1,123
)






Balance at December 31, 2014
5,845


(2,181
)

3,664







Net unrealized losses on securities available for sale, net of tax, $(626)
(1,159
)

—


(1,159
)






Reclassification adjustment for realized gains on securities, net of tax, $(303)
(564
)

—


(564
)






Change in unfunded pension liability, net of tax, $189
—


349


349







Balance at December 31, 2015
$
4,122


$
(1,832
)

$
2,290

The following table provides information regarding reclassifications out of accumulated other comprehensive income (loss) (dollars in thousands):
Reclassifications Out of Accumulated Other Comprehensive Income
For the Three Years Ending December 31, 2015
Details about AOCI Components
Amount Reclassified from AOCI

Affected Line Item in the Statement of Where Net Income is Presented

Years Ended December 31,



2015

2014

2013


Available for sale securities:







Realized gain on sale of securities
$
867


$
505


$
192


Securities gains (losses), net

(303
)

(177
)

(67
)

Income taxes
Total reclassifications
$
564


$
328


$
125


Net of tax



107

ITEM 9A – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of December 31, 2015. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. There were no significant changes in the Company's internal controls over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management regularly monitors its internal control over financial reporting, and actions are taken to correct deficiencies as they are identified.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2015, as such term is defined in Exchange Act Rule 13a-15(f).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Further, because of changes in conditions, internal control effectiveness may vary over time.
The Company's independent registered public accounting firm, Yount, Hyde and Barbour, P.C., has audited the Company's internal control over financial reporting as of December 31, 2015, as stated in their report included herein. Yount, Hyde and Barbour, P.C. also audited the Company's consolidated financial statements as of and for the year ended December 31, 2015.
/s/ Jeffrey V. Haley

Jeffrey V. Haley

President and Chief Executive Officer



/s/ William W. Traynham

William W. Traynham

Executive Vice President and

Chief Financial Officer



March 15, 2016


108

PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements. See Item 8 for reference.
(a)(2)
Financial Statement Schedules. All applicable financial statement schedules required under Regulation S-X have been included in the Notes to the Consolidated Financial Statements.
(a)(3)
Exhibits. The exhibits required by Item 601 of Regulation S-K are listed below.

EXHIBIT INDEX

Exhibit No.
Description
Location



2.1
Agreement and Plan of Reorganization, as of August 24, 2014, between American National Bankshares Inc. and MainStreet BankShares, Inc.
Exhibit 2.1 on Form 8-K filed August 28, 2014



3.1
Articles of Incorporation, as amended
Exhibit 3.1 on Form 10-Q filed July 5, 2011



3.2
Bylaws, as amended
Exhibit 3.2 on Form 8-K filed January 5, 2015



10.1
Deferred Compensation Agreement between American National Bank and Trust Company, and Charles H. Majors dated December 31, 2008
Exhibit 10.1 on Form 10-K filed March 16, 2009



10.2
Employment Agreement between American National Bankshares Inc. and Jeffrey V. Haley dated March 2, 2015
Exhibit 10.1 on Form 8-K filed March 4, 2015



10.3
Employment Agreement between American National Bankshares Inc. and William W. Traynham dated March 2, 2015
Exhibit 10.2 on Form 8-K filed March 4, 2015



10.4
Employment Agreement between American National Bankshares Inc. and R. Helm Dobbins dated March 2, 2015
Exhibit 10.1 on Form 10-Q filed May 11, 2015



10.5
Employment Agreement between American National Bankshares Inc. and Dabney T.P. Gilliam dated March 2, 2015
Exhibit 10.2 on Form 10-Q filed May 11, 2015



10.6
Employment Agreement between American National Bankshares Inc. and H. Gregg Strader dated March 2, 2015
Exhibit 10.3 on Form 10-Q filed May 11, 2015



10.7
Employment Agreement between American National Bank and Trust Company, and Charles T. Canaday, Jr., dated December 15, 2010
Exhibit 10.9 on Amendment No. 1 to Form S-4 filed March 29, 2011



10.8
Executive Severance Agreement between American National Bankshares Inc., American National Bank and Trust Company, and Charles T. Canaday, Jr. dated December 15, 2010
Exhibit 10.10 on Amendment No. 1 to Form S-4 filed March 29, 2011



10.9
American National Bankshares Inc. 2008 Stock Incentive Plan
Exhibit 99.0 to Form S-8 filed May 30, 2008

109


EXHIBIT INDEX

Exhibit No.
Description
Location



10.10
American National Bankshares Inc. 1997 Stock Option Plan
Exhibit 4.3 on Form S-8 filed September 17, 1997



10.11
Adoption Agreement for Virginia Bankers Association Non-Qualified Deferred Compensation Plan for Executives of American National Bank & Trust Company
Filed herewith



11.1
Refer to Earnings Per Share calculation in the Notes to Financial Statements
Filed herewith



21.1
Subsidiaries of the registrant
Filed herewith



31.1
Section 302 Certification of Jeffrey V. Haley, President and Chief Executive Officer
Filed herewith



31.2
Section 302 Certification of William W. Traynham, Executive Vice President and Chief Financial Officer
Filed herewith



32.1
Section 906 Certification of Jeffrey V. Haley, President and Chief Executive Officer
Filed herewith



32.2
Section 906 Certification of William W. Traynham, Executive Vice President and Chief Financial Officer
Filed herewith



101.INS
XBRL Instance Document

101.SCH
XBRL Taxonomy Extension Schema Document

101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

101.LAB
XBRL Taxonomy Extension Label Linkbase Document

101.PRE
SBRL Taxonomy Presentation Linkbase Document


110

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 15, 2016

AMERICAN NATIONAL BANKSHARES INC.



By:
/s/ Jeffrey V. Haley



President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 15, 2016.
/s/ Jeffrey V. Haley

Director, President and
Chief Executive Officer
(principal executive officer)




Jeffrey V. Haley












/s/ Charles H. Majors

Director and Chairman

/s/ John H. Love

Director
Charles H. Majors



John H. Love









/s/ Fred A. Blair

Director

/s/ Franklin W. Maddux

Director
Fred A. Blair



Franklin W. Maddux









/s/ Frank C. Crist, Jr.

Director

/s/ Claude B. Owen, Jr.

Director
Frank C. Crist, Jr.



Claude B. Owen, Jr.









/s/ Ben J. Davenport, Jr.

Director

/s/ Ronda Penn

Director
Ben J. Davenport, Jr.



Ronda Penn









/s/ Michael P. Haley

Director

/s/ Dan M. Pleasant

Director
Michael P. Haley



Dan M. Pleasant









/s/ Charles S. Harris

Director

/s/ Joel R. Shepherd

Director
Charles S. Harris



Joel R. Shepherd









/s/ F. D. Hornaday, III

Director

/s/ William W. Traynham

Executive Vice President and
Chief Financial Officer
(principal financial officer)
F. D. Hornaday, III



William W. Traynham

/s/ Cathy W. Liles

Senior Vice President and
Chief Accounting Officer
(principal accounting officer)

Cathy W. Liles


111

https://www.sec.gov/Archives/edgar/data/741516/000074151616000064/amnb-12312015x10k.htm