Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2010 or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to______

Commission File Number: 0-26128

NorthWest Indiana Bancorp

(Exact name of registrant as specified in its charter)

Indiana		35-1927981
(State or other jurisdiction of incorporation		(I.R.S. Employer
or organization)		Identification Number)

9204 Columbia Avenue
Munster, Indiana		46321
(Address of principal executive offices)		(ZIP code)

Registrant's telephone number, including area code: (219) 836-4400

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

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

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x

(Do not check if a smaller reporting company)

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

There were 2,823,021 shares of the registrant’s Common Stock, without par value, outstanding at June 30, 2010.

NorthWest Indiana Bancorp

Index

			Page
			Number
PART I. Financial Information

	Item 1.	Unaudited Financial Statements

		Consolidated Balance Sheets, June 30, 2010 and December 31, 2009	1

		Consolidated Statements of Income, Three and Six Months Ended
		June 30, 2010 and 2009	2

		Consolidated Statements of Changes in Stockholders' Equity, Three and
		Six Months Ended June 30, 2010 and 2009	3

		Consolidated Statements of Cash Flows, Six Months Ended June 30, 2010
		and 2009	4

		Notes to Consolidated Financial Statements	5-14

	Item 2.	Management’s Discussion and Analysis of Financial Condition and
		Results of Operations	15-25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

	Item 4.	Controls and Procedures	26

PART II. Other Information			27

SIGNATURES			28

EXHIBITS
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32.1	Section 1350 Certifications

NorthWest Indiana Bancorp

Consolidated Balance Sheets

	June 30,			December 31,
	2010			2009
(Dollars in thousands)	(unaudited)

ASSETS

Cash and non-interest bearing balances in financial institutions	$	10,333		$	8,705
Interest bearing balances in financial institutions		30,559			447
Federal funds sold		11,320			4,070
Total cash and cash equivalents		52,212			13,222

Securities available-for-sale		131,651			124,776
Securities held-to-maturity		18,610			19,557
Loans held for sale		477			1,025
Loans receivable		442,478			458,245
Less: allowance for loan losses		(7,020	)		(6,114	)
Net loans receivable		435,458			452,131
Federal Home Loan Bank stock		3,650			3,650
Accrued interest receivable		2,748			2,878
Premises and equipment		19,244			19,590
Foreclosed real estate		6,245			3,747
Cash value of bank owned life insurance		12,253			12,049
Prepaid FDIC insurance premium		2,542			3,282
Other assets		4,921			5,899

Total assets	$	690,011		$	661,806

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
Non-interest bearing	$	51,061		$	42,390
Interest bearing		519,097			498,137
Total		570,158			540,527
Repurchase agreements		20,533			15,893
Borrowed funds		32,732			47,129
Accrued expenses and other liabilities		10,280			5,179

Total liabilities		633,703			608,728

Stockholders' Equity:
Preferred stock, no par or stated value;
10,000,000 shares authorized, none outstanding		-			-
Common stock, no par or stated value; 10,000,000 shares authorized;
shares issued: June 30, 2010 - 2,889,252		361			361
December 31, 2009 - 2,889,452
shares outstanding: June 30, 2010 - 2,823,021
December 31, 2009 - 2,818,578
Additional paid in capital		5,123			5,104
Accumulated other comprehensive income/(loss)		1,141			(170	)
Retained earnings		51,085			49,312
Treasury stock, common shares at cost: June 30, 2010 - 66,231
December 31, 2009 - 70,874		(1,402	)		(1,529	)

Total stockholders' equity		56,308			53,078

Total liabilities and stockholders' equity	$	690,011		$	661,806

See accompanying notes to consolidated financial statements.

NorthWest Indiana Bancorp

Consolidated Statements of Income

(unaudited)

	Three Months Ended				Six Months Ended
(Dollars in thousands, except per share data)	June 30,				June 30,
	2010		2009		2010			2009
Interest income:
Loans receivable
Real estate loans	$	5,083	$	5,611	$	10,238		$	11,533
Commercial loans		1,121		916		2,153			1,813
Consumer loans		20		30		45			64
Total loan interest		6,224		6,557		12,436			13,410

Securities		1,564		1,512		3,094			3,095
Other interest earning assets		7		5		13			10

Total interest income		7,795		8,074		15,543			16,515

Interest expense:
Deposits		1,055		1,885		2,255			4,051
Repurchase agreements		48		76		100			164
Borrowed funds		234		385		504			783

Total interest expense		1,337		2,346		2,859			4,998

Net interest income		6,458		5,728		12,684			11,517
Provision for loan losses		1,270		1,115		2,505			1,815

Net interest income after provision for loan losses		5,188		4,613		10,179			9,702

Noninterest income:
Fees and service charges		635		671		1,244			1,310
Gain on sale of securities, net		452		204		742			344
Wealth management operations		253		205		534			402
Gain on sale of loans, net		163		299		272			865
Increase in cash value of bank owned life insurance		104		104		205			208
Gain/(loss) on foreclosed real estate, net		44		6		65			(31	)
Other-than-temporary impairment of securities		-		-		(11	)		-
Portion of loss recognized in other comprehensive income		-		-		(102	)		-
Other		4		7		8			11

Total noninterest income		1,655		1,496		2,957			3,109

Noninterest expense:
Compensation and benefits		2,458		2,245		4,867			4,610
Occupancy and equipment		808		750		1,593			1,533
Federal deposit insurance premiums		265		553		496			740
Data processing		231		215		463			430
Marketing		114		147		239			214
Other		1,005		1,042		1,899			1,973

Total noninterest expense		4,881		4,952		9,557			9,500

Income before income tax expenses		1,962		1,157		3,579			3,311
Income tax expenses		346		104		574			553

Net income	$	1,616	$	1,053	$	3,005		$	2,758

Earnings per common share:
Basic	$	0.57	$	0.37	$	1.06		$	0.98
Diluted	$	0.57	$	0.37	$	1.06		$	0.98

Dividends declared per common share	$	0.21	$	0.32	$	0.42		$	0.68

See accompanying notes to consolidated financial statements.

NorthWest Indiana Bancorp

Consolidated Statements of Changes in Stockholders' Equity

(unaudited)

	Three Months Ended						Six Months Ended
(Dollars in thousands)	June 30,						June 30,
	2010			2009			2010			2009

Balance at beginning of period	$	54,319		$	53,173		$	53,078		$	52,773

Comprehensive income:
Net income		1,616			1,053			3,005			2,758
Net unrealized change on securities
available-for-sale, net of reclassifications and tax effects		919			(86	)		1,315			(333	)
Amortization of unrecognized gain		(2	)		(2	)		(4	)		(4	)
Comprehensive income		2,533			965			4,316			2,421

Issuance of common stock,
under stock based compensation plan, including tax effects		-			-			-			4

Stock based compensation expense		9			9			19			23

Sale of treasury stock		40			48			80			48

Adjustment to retained earnings for EITF 06-4		-			(21	)		-			(84	)

Cash dividends		(593	)		(900	)		(1,185	)		(1,911	)

Balance at end of period	$	56,308		$	53,274		$	56,308		$	53,274

See accompanying notes to consolidated financial statements.

NorthWest Indiana Bancorp

Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended
(Dollars in thousands)	June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,005		$	2,758
Adjustments to reconcile net income to
net cash provided by operating activities:
Origination of loans for sale		(10,466	)		(36,916	)
Sale of loans originated for sale		11,253			36,188
Depreciation and amortization, net of accretion		1,005			694
Amortization of mortgage servicing rights		56			74
Amortization of investment in real estate limited partnerships		76			95
Equity in loss of investment in limited partnership,
net of interest received		3			6
Stock based compensation expense		19			23
Gains on sales and calls of securities		(742	)		(344	)
Net gains on sale of loans		(272	)		(865	)
Net losses due to other-than-temporary impairment of securities		113			-
Net (gains)/losses on foreclosed real estate		(65	)		31
Provision for loan losses		2,505			1,815
Net change in:
Interest receivable		130			120
Other assets		916			(313	)
Cash value of bank owned life insurance		(205	)		(208	)
Accrued expenses and other liabilities		5,101			(3,619	)
Total adjustments		9,427			(3,219	)
Net cash - operating activities		12,432			(461	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and pay downs of securities available-for-sale		11,931			11,771
Proceeds from sales of securities available-for-sale		13,962			7,575
Purchase of securities available-for-sale		(30,330	)		(37,667	)
Purchase of securities held-to-maturity		-			(725	)
Proceeds from maturities and pay downs of securities held-to-maturity		933			992
Proceeds from sale of loans transferred to held-for-sale		-			10,651
Net change in loans receivable		10,803			16,031
Purchase of premises and equipment, net		(442	)		(1,151	)
Proceeds from sale of foreclosed real estate		932			21
Net cash - investing activities		7,789			7,498

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in deposits		29,631			1,848
Proceeds from FHLB advances		9,000			2,000
Repayment of FHLB advances		(15,000	)		(3,000	)
Change in other borrowed funds		(3,757	)		1,410
Proceeds from issuance of common stock		-			4
Proceeds from sale of treasury stock		80			48
Dividends paid		(1,185	)		(1,911	)
Net cash - financing activities		18,769			399
Net change in cash and cash equivalents		38,990			7,436
Cash and cash equivalents at beginning of period		13,222			11,296
Cash and cash equivalents at end of period	$	52,212		$	18,732

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	2,885		$	5,037
Income taxes	$	1,010		$	800
SUPPLEMENTAL NONCASH INFORMATION:
Transfers from loans to foreclosed real estate	$	3,442		$	1,177
Transfers from loans to loans held for sale	$	-		$	10,497

See accompanying notes to consolidated financial statements.

NorthWest Indiana Bancorp

Notes to Consolidated Financial Statements

Note 1 - Basis of Presentation

The consolidated financial statements include the accounts of NorthWest Indiana Bancorp (the “Bancorp”), its wholly-owned subsidiary, Peoples Bank SB (the “Bank”), and the Bank’s wholly-owned subsidiaries, Peoples Service Corporation, NWIN, LLC and NWIN Funding, Inc. The Bancorp has no other business activity other than being a holding company for the Bank. The Bancorp’s earnings are dependent upon the earnings of the Bank. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by U.S. generally accepted accounting principles for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of the Bancorp as of June 30, 2010 and December 31, 2009, and the consolidated statements of income, changes in stockholders’ equity, for the three and six months ended June 30, 2010 and 2009, and cash flows for the six months ended June 30, 2010 and 2009. The income reported for the six month period ended June 30, 2010 is not necessarily indicative of the results to be expected for the full year.

Note 2 - Use of Estimates

Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, and investment securities and status of contingencies are particularly susceptible to material change in the near term.

Note 3 – Securities

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

	(Dollars in thousands)
			Gross		Gross
	Cost		Unrealized		Unrealized			Fair
	Basis		Gains		Losses			Value
6/30/2010
U.S. government sponsored entities	$	1,000	$	13	$	-		$	1,013
CMO and residential mortgage-backed securities		57,386		2,366		-			59,752
Municipal securities		33,069		1,736		(49	)		34,756
CMO government sponsored entities		33,294		1,497		-			34,791
Collateralized debt obligations		5,230		-		(3,891	)		1,339
Total debt securities	$	129,979	$	5,612	$	(3,940	)	$	131,651

12/31/2009
U.S. government sponsored entities	$	1,993	$	52	$	-		$	2,045
CMO and residential mortgage-backed securities		61,095		2,302		(82	)		63,315
Municipal securities		34,151		1,516		(94	)		35,573
CMO government sponsored entities		22,534		168		(209	)		22,493
Collateralized debt obligations		5,343		-		(3,993	)		1,350
Total debt securities	$	125,116	$	4,038	$	(4,378	)	$	124,776

The carrying amount (cost basis), unrecognized gains and losses, and fair value of securities held-to-maturity were as follows:

	(Dollars in thousands)
			Gross		Gross
	Cost		Unrecognized		Unrecognized			Fair
	Basis		Gains		Losses			Value
6/30/2010
Municipal securities	$	17,604	$	866	$	-		$	18,470
Residential mortgage-backed securities		1,006		59		-			1,065
Total debt securities	$	18,610	$	925	$	-		$	19,535

12/31/2009
Municipal securities	$	18,539	$	724	$	-		$	19,263
Residential mortgage-backed securities		1,018		28		(6	)		1,040
Total debt securities	$	19,557	$	752	$	(6	)	$	20,303

The fair value of debt securities and carrying amount, if different, at June 30, 2010 by contractual maturity were as follows. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

	(Dollars in thousands)
	Available-for-sale		Held-to-maturity
	Fair		Carrying		Fair
	Value		Amount		Value
Due in one year or less	$	194	$	-	$	-
Due from one to five years		3,133		560		597
Due over five years		33,781		17,044		17,873
CMO and residential mortgage-backed securities		94,543		1,006		1,065
Total	$	131,651	$	18,610	$	19,535

Sales of available-for-sale securities were as follows:

	(Dollars in thousands)
	6/30/2010		6/30/2009

Proceeds	$	13,962	$	7,575
Gross gains		742		344
Gross losses		-		-

Change in net unrealized gain/(loss) on available-for-sale securities included in other comprehensive income is as follows:

	(Dollars in thousands)
	Unrealized gains
Beginning balance, December 31, 2009	$	(247	)
Current period change		1,315
Ending balance, June 30, 2010	$	1,068

Securities with carrying values of $ $22,265,000 and $27,394,000 were pledged as of June 30, 2010 and December 31, 2009, respectively, as collateral for repurchase agreements and public funds and for other purposes as permitted or required by law.

Securities with unrealized losses at June 30, 2010 and December 31, 2009 not recognized in income are as follows:

	(Dollars in thousands)
	Less than 12 months				12 months or longer					Total
	Fair		Unrealized		Fair		Unrealized			Fair		Unrealized
	Value		Losses		Value		Losses			Value		Losses
6/30/2010
Description of Securities:
CMO and residential mortgage-
backed securities	$	-	$	-	$	-	$	-		$	-	$	-
Municipal securities		-		-		1,503		(49	)		1,503		(49	)
Collateralized debt obligations		-		-		1,339		(3,891	)		1,339		(3,891	)
Total temporarily impaired	$	-	$	-	$	2,842	$	(3,940	)	$	2,842	$	(3,940	)
Number of securities				0				7					7

	(Dollars in thousands)
	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
12/31/2009
Description of Securities:
CMO and residential mortgage-
backed securities	$	15,604	$	(297	)	$	13	$	-		$	15,617	$	(297	)
Municipal securities		2,443		(15	)		1,476		(79	)		3,919		(94	)
Collateralized debt obligations		-		-			1,350		(3,993	)		1,350		(3,993	)
Total temporarily impaired	$	18,047	$	(312	)	$	2,839	$	(4,072	)	$	20,886	$	(4,384	)
Number of securities				16					7					23

Unrealized losses on securities have not been recognized into income because the securities are of high credit quality or have undisrupted cash flows. Management has the intent and ability to hold for the foreseeable future, and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach maturity.

Note 4 – Loans Receivable

Non-performing loans at period-end were as follows:

	(Dollars in thousands)
	6/30/2010		12/31/2009
Loans past due over 90 days still on accrual	$	1,932	$	1,491
Non-accrual loans		14,259		17,074

Impaired loans at period-end were as follows:

	(Dollars in thousands)
	6/30/2010		12/31/2009
Period-end loans with no allocated
allowance for loan losses (including troubled debt restructurings of $6,231 and $0)	$	11,543	$	3,853
Period-end loans with allocated
allowance for loan losses (including troubled debt restructurings of $5,553 and $7,199)		6,832		13,112
Total	$	18,375	$	16,965
Amount of the allowance for
loan losses allocated	$	658	$	1,179
Average of impaired loans
during the period		19,540		12,820
Interest income recognized
during impairment		16		10
Cash-basis interest income
recognized during impairment		312		95

Note 5 – Foreclosed Real Estate

Foreclosed real estate at period-end is summarized below:

	(Dollars in thousands)
	6/30/2010		12/31/2009
Construction and land development	$	2,641	$	768
Commercial real estate and other dwelling		1,926		1,897
Residential real estate		1,534		1,082
Commercial and industrial		144		-
Total	$	6,245	$	3,747

Note 6 - Concentrations of Credit Risk

The primary lending area of the Bancorp encompasses all of Lake County in northwest Indiana, where a majority of loan activity is concentrated. The Bancorp is also an active lender in Porter County, and to a lesser extent, LaPorte, Newton and Jasper counties in Indiana, and Lake, Cook and Will counties in Illinois. Substantially all loans are secured by specific items of collateral including residences, commercial real estate, land development, business assets and consumer assets.

Note 7 – Earnings Per Share

Earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding. A reconciliation of the numerators and denominators of the basic and diluted earnings per common share computation for the three and six months ended June 30, 2010 and 2009 are presented below:

(Dollars in thousands, except per share data)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Basic earnings per common share:
Net income as reported	$	1,616	$	1,053	$	3,005	$	2,758
Weighted average common shares outstanding:		2,823,008		2,813,143		2,821,931		2,811,217
Basic earnings per common share:	$	0.57	$	0.37	$	1.06	$	0.98
Diluted earnings per common share:
Net income as reported	$	1,616	$	1,053	$	3,005	$	2,758
Weighted average common shares outstanding:		2,823,008		2,813,143		2,821,931		2,811,217
Add: Dilutive effect of assumed stock
option exercises:		-		-		-		240
Weighted average common and dilutive
potential common shares outstanding:		2,823,008		2,813,143		2,821,931		2,811,457
Diluted earnings per common share:	$	0.57	$	0.37	$	1.06	$	0.98

Note 8 – Stock Based Compensation

The Bancorp’s 2004 Stock Option Plan (the Plan), which is stockholder-approved, permits the grant of share options to its employees for up to 250,000 shares of common stock. Awards granted under the Plan may be in the form of incentive stock options, non-incentive stock options, or restricted stock. As required by the Compensation – Stock Compensation Topic (formerly Financial Accounting Standards No. 123R (FAS 123R,), “Share-Based Payments”), companies are required to record compensation cost for stock options provided to employees in return for employment service. The cost is measured at the fair value of the options when granted, and this cost is expensed over the employment service period, which is normally the vesting period of the options. Compensation cost will also be recorded for prior option grants that vest after the date of adoption. For the six months ended June 30, 2010, stock based compensation expense of $19,000 was recorded, compared to $23,000 for the six months ended June 30, 2009. It is anticipated that current outstanding vested and unvested options will result in additional compensation expense of approximately $18,000 in 2010 and $34,000 in 2011.

There were 300 shares of restricted stock granted during the first six months of 2010, compared to 2,000 shares during the first six months of 2009.

A summary of option activity under the Bancorp’s incentive stock option plan for the six months ended June 30, 2010 is presented below:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
Options	Shares			Price		Term		Value
Outstanding at January 1, 2010		65,747		$	23.69
Granted		-		$	-
Exercised		-		$	-
Forfeited		(4,800	)	$	24.04
Expired		(11,700	)	$	21.13
Outstanding at June 30, 2010		49,247		$	24.27		2.2		-
Exercisable at June 30, 2010		48,247		$	24.18		2.1		-

Note 9 – Adoption of New Accounting Standards

The Transfers and Servicing Topic was updated to remove the concept of a qualifying special-purpose entity from the Topic and removes the exception from applying the Consolidations Topic (formerly FASB Interpretation No. 46R). The objective in issuing this update is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This update must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The impact of adoption was not material.

The Consolidations Topic was amended to improve financial reporting by enterprises involved with variable interest entities. The amendment addresses (1) the effects on certain provisions of the Topic as they relate to the elimination of the qualifying special-purpose entity concept in the Transfers and Servicing Topic and (2) constituent concerns about the application of certain key provisions of the Topic including those in which the accounting and disclosures under the Topic do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This amendment shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The impact of adoption was not material.

The Fair Value Measurements and Disclosures Topic was amended to improve disclosure requirements for those entities required to make recurring and nonrecurring fair value measurements. The amendment requires new disclosures for transfers in and out of Levels 1 and 2 and for separate presentation of purchases, sales, issuances and settlements for activity in Level 3. Further, this amendment clarifies the existing required disclosures when determining the level of disaggregation when reporting classes of assets and liabilities and disclosure about valuation techniques and inputs to measure fair value for both recurring and nonrecurring measurements. The new disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Fair Value Footnote (Note 10) has been updated to incorporate these amendments.

In July 2010, FASB issued a statement which expands disclosures about credit quality of financing receivables and allowance for credit losses. The standard will require the Company to expand disclosures about the credit quality of our loans and the related reserves against them. The extra disclosures will include details on our past due loans, credit quality indicators, and modifications of loans. The Company will adopt the standard beginning with our December 31, 2010 financial statements.

Note 10 – Fair Value

The Fair Value Measurements Topic establishes a hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Topic describes three levels of inputs that may be used to measure fair value:

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

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

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

The fair values of securities available for sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges or pricing models utilizing significant observable inputs such as matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Different judgment and assumptions used in pricing could result in different estimates of value. In certain cases where market data is not readily available because of lack of market activity or little public disclosure, values may be based on unobservable inputs and classified in Level 3 of the fair value hierarchy.

At the end of each reporting period, securities held in the investment portfolio are evaluated on an individual security level for other-than-temporary impairment in accordance with the Investments – Debt and Equity Securities Topic. Significant judgments are required in determining impairment, which include making assumptions regarding the estimated prepayments, loss assumptions and the change in interest rates. We consider the following factors when determining an other-than-temporary impairment for a security: the length of time and the extent to which the market value has been less than amortized cost; the financial condition and near-term prospects of the issuer; the underlying fundamentals of the relevant market and the outlook for such market for the near future; an assessment of whether the Bancorp has (1) the intent to sell the debt securities or (2) more likely than not will be required to sell the debt securities before its anticipated market recovery. If either of these conditions is met, management will recognize other-than-temporary impairment. If, in management’s judgment, an other-than-temporary impairment exists, the cost basis of the security will be written down for the credit loss, and the unrealized loss will be transferred from accumulated other comprehensive loss as an immediate reduction of current earnings.

For the period ended June 30, 2010, the Bancorp’s management utilized a specialist to perform an other-than-temporary impairment analysis for each of its four pooled trust preferred securities. The analysis utilizes analytical models used to project future cash flows for the pooled trust preferred securities based on current assumptions for prepayments, default and deferral rates, and recoveries. The projected cash flows are then tested for impairment consistent with the Investments – Other Topic (formerly FSP EITF 99-20-1) and the Investments – Debt and Equity Securities Topic (formerly FSP FAS 115-2 and FAS 124-2). The other-than-temporary impairment testing compares the present value of the cash flows from quarter to quarter to determine if there is a “favorable” or “adverse” change. Other-than-temporary impairment is recorded if the projected present value of cash flows is lower than the book value of the security. To perform the quarterly other-than-temporary impairment analysis, management utilizes current reports issued by the trustee, which contains principal and interest tests, waterfall distributions, note valuations, collection detail and credit ratings for each pooled trust preferred security. In addition, a detailed review of the performing collateral was performed. The review of the collateral began with a review of financial information provided by SNL Financial, a comprehensive database, widely used in the industry, which gathers financial data on banks and thrifts from GAAP financial statements for public companies (annual and quarterly reports on Forms 10-K and 10-Q, respectively), as well as regulatory reports for private companies, including consolidated financial statements for bank holding companies (FR Y-9C reports) and parent company-only financial statements for bank holding companies (FR Y-9LP reports) filed with the Federal Reserve, bank call reports filed with the FDIC and thrift financial reports provided by the Office of Thrift Supervision. Using the information sources described above, for each bank and thrift examined the following items were examined: nature of the issuer’s business, years of operating history, corporate structure, loan composition and loan concentrations, deposit mix, asset growth rates, geographic footprint and local economic environment. The issuers’ historical financial performance was reviewed and their financial ratios were compared to appropriate peer groups of regional banks or thrifts with similar asset size. The analysis focused on six broad categories: profitability (revenue streams and earnings quality, return on assets and shareholder’s equity, net interest margin and interest rate sensitivity), credit quality (charge-offs and recoveries, non-current loans and total non-performing assets as a percentage of total loans, loan loss reserve coverage and the adequacy of the loan loss provision), operating efficiency (non-interest expense compared to total revenue), capital adequacy (Tier-1, total capital and leverage ratios and equity capital growth), leverage (tangible equity as a percentage of tangible assets, short-term and long-term borrowings and double leverage at the holding company) and liquidity (the nature and availability of funding sources, net non-core funding dependence and quality of deposits). In addition, for publicly traded companies stock price movements were reviewed and the market price of publicly traded debt instruments was examined. The other-than-temporary impairment analysis indicated that the Bancorp’s four pooled trust preferred securities had other-than-temporary impairment in the amount of $249 thousand, as of June 30, 2010.

The table below shows the credit loss roll forward for the Bancorp’s trust preferred securities that have been classified with other-than-temporary impairment:

	(Dollars in thousands)
	Collateralized debt obligations
Ending balance, December 31, 2009	$	136
Additions not previously recognized		113
Ending balance, June 30, 2010	$	249

Below is a table containing information regarding the Bancorp’s pooled trust preferred securities as of June 30, 2010:

Deal name	PreTSL XXIV			PreTSL XXVII			Alesco IX			Alesco XVII
Class		B-1			C-1			A-2A			B
Book value		1,258,772			1,296,077			1,323,252			1,351,903
Fair value		253,706			187,891			639,600			258,096
Unrealized gains/(losses)		(1,005,066	)		(1,108,186	)		(683,652	)		(1,093,807	)
Lowest credit rating assigned	Caa3			Ca			BB			Ca
Number of performing banks		52			28			47			38
Number of performing insurance companies		12			7			10			n/a
Number of issuers in default		13			5			8			7
Number of issuers in deferral		16			9			11			11
Defaults & deferrals as a % of performing collateral		49.63	%		34.29	%		41.61	%		50.11	%
Subordination:
As a % of performing collateral		-15.28	%		-19.13	%		17.84	%		-20.23	%
As a % of performing collateral - adjusted for projected future defaults		-20.71	%		-24.48	%		12.96	%		-26.43	%
Other-than-temporary impairment model assumptions:
Defaults:
Year 1		3.10	%		2.70	%		4.00	%		3.60	%
Year 2		0.80	%		0.90	%		0.90	%		0.80	%
Year 3		0.60	%		0.70	%		0.70	%		0.50	%
> 3 Years		(1	)		(1	)		(1	)		(1	)
Discount rate - 3 month Libor, plus implicit yield spread at purchase		1.48	%		1.23	%		1.27	%		1.44	%
Recovery assumptions		(2	)		(2	)		(2	)		(2	)
Prepayments		0.00	%		0.00	%		0.00	%		0.00	%
Other-than-temporary impairment		39,300			132,000			15,884			61,950

(1) - Default rates > 3 years are evaluated on a issuer by issuer basis and range from 0.25% to 5.00%.

(2) - Recovery assumptions are evaluated on a issuer by issuer basis and range from 0% to 15% with a five year lag.

In the table above, the Bancorp’s subordination for each trust preferred security is calculated by taking the total performing collateral and subtracting the sum of the total collateral within the Bancorp’s class and the total collateral within all senior classes, and then stating this result as a percentage of the total performing collateral. This measure is an indicator of the level of collateral that can default before potential cash flow disruptions may occur. In addition, management calculates subordination assuming future collateral defaults by utilizing the default/deferral assumptions in the Bancorp’s other-than-temporary-impairment analysis. Subordination assuming future default/deferral assumptions is calculated by deducting future defaults from the current performing collateral. At June 30, 2010, management reviewed the subordination levels for each security in context of the level of current collateral defaults and deferrals within each security; the potential for additional defaults and deferrals within each security; the length of time that the security has been in “payment in kind” status; and the Bancorp’s class position within each security.

Management calculated the other-than-temporary impairment model assumptions based on the specific collateral underlying each individual security. The following assumption methodology was applied consistently to each of the four pooled trust preferred securities: For collateral that has already defaulted, no recovery was assumed; no cash flows were assumed from collateral currently in deferral, with the exception of the recovery assumptions. The default and recovery assumptions were calculated based on a detailed collateral review. The discount rate assumption used in the calculation of the present value of cash flows is based on the discount margin (i.e., credit spread) at the time each security was purchased using the original purchase price. The discount margin is then added to the appropriate 3-month LIBOR forward rate obtained from the forward LIBOR curve.

At June 30, 2010, three of the trust preferred securities with a cost basis of $3.9 million have been placed in “payment in kind” status. The Bancorp’s securities that are classified as “payment in kind” are a result of not receiving the scheduled quarterly interest payments. For the securities in “payment in kind” status, management anticipates to receive the unpaid contractual interest payments from the issuer, because of the self correcting cash flow waterfall provisions within the structure of the securities. When a tranche senior to the Bancorp’s position fails the coverage test, the Bancorp’s interest cash flows are paid to the senior tranche and recorded as a reduction of principal. The coverage test represents an over collateralization target by stating the balance of the performing collateral as a percentage of the balance of the Bancorp’s tranche, plus the balance of all senior tranches. The principal reduction in the senior tranche continues until the appropriate coverage test is passed. As a result of the principal reduction in the senior tranche, more cash is available for future payments to the Bancorp’s tranche. Consistent with the Investments – Debt and Equity Securities Topic management considered the failure of the issuer of the security to make scheduled interest payments in determining whether a credit loss existed. Management will not capitalize the “payment in kind” interest payments to the book value of the securities and will keep these securities in non-accrual status until the quarterly interest payments resume.

Assets and Liabilities Measured on a Recurring Basis

There were no transfers to or from Levels 1 and 2 during the quarter ended June 30, 2010. Assets and liabilities measured at fair value on a recurring basis are summarized below:

(Dollars in thousands)			Fair Value Measurements at June 30, 2010 Using
	6/30/2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets:
Available-for-sale debt securities
U.S. government sponsored entities	$	1,013	$	-	$	1,013	$	-
CMO and residential mortgage-backed securities		59,752		-		59,752		-
Municipal securities		34,756		-		34,756		-
CMO government sponsored entities		34,791		-		34,791		-
Collateralized debt obligations		1,339		-		-		1,339
Total available for sale debt securities	$	131,651	$	-	$	130,312	$	1,339

(Dollars in thousands)			Fair Value Measurements at December 31, 2009 Using
	12/31/2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets:
Available-for-sale debt securities
U.S. government sponsored entities	$	2,045	$	-	$	2,045	$	-
CMO and residential mortgage-backed securities		63,315		-		63,315		-
Municipal securities		35,573