UNITED STATES

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 September 30, 2015

or

¨ 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: 001-34527

EMCLAIRE FINANCIAL CORP

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1606091
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

612 Main Street, Emlenton, Pennsylvania	16373
(Address of principal executive offices)	(Zip Code)

(844) 767-2311

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

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

The number of shares outstanding of the Registrant’s common stock was 2,138,358 at November 16, 2015.

EMCLAIRE FINANCIAL CORP

INDEX TO QUARTERLY REPORT ON FORM 10-Q

	PART I – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	1
	Consolidated Statements of Net Income for the three and nine months ended September 30, 2015 and 2014	2
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	4
	Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2015 and 2014	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	43
Signatures		44

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

Emclaire Financial Corp

Consolidated Balance Sheets (Unaudited)

As of September 30, 2015 and December 31, 2014

(Dollar amounts in thousands, except share and per share data)

	September 30,			December 31,
	2015			2014
Assets
Cash and due from banks	$	2,668		$	2,386
Interest earning deposits with banks		9,597			9,470
Cash and cash equivalents		12,265			11,856
Securities available for sale		121,324			149,861
Loans receivable, net of allowance for loan losses of $5,079 and $5,224		406,044			379,648
Federal bank stocks, at cost		2,182			2,406
Bank-owned life insurance		10,973			10,728
Accrued interest receivable		1,595			1,543
Premises and equipment, net		15,042			15,144
Goodwill		3,664			3,664
Core deposit intangible, net		603			749
Prepaid expenses and other assets		8,716			6,310
Total Assets	$	582,408		$	581,909
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest bearing	$	117,466		$	111,282
Interest bearing		387,693			390,537
Total deposits		505,159			501,819
Short-term borrowed funds		1,400			6,500
Long-term borrowed funds		15,000			15,000
Accrued interest payable		186			199
Accrued expenses and other liabilities		7,259			10,401
Total Liabilities		529,004			533,919
Commitments and Contingent Liabilities		-			-
Stockholders' Equity:
Preferred stock, $1.00 par value, 3,000,000 shares authorized;Series B, non-cumulative preferred stock, $0 and $5,000 liquidation value, no shares and 5,000 shares issued and outstanding		-			5,000
Common stock, $1.25 par value, 12,000,000 shares authorized; 2,240,375 and  1,882,675 shares issued; 2,138,358 and 1,780,658 shares outstanding, respectively		2,800			2,353
Additional paid-in capital		27,648			19,740
Treasury stock, at cost; 102,017 shares		(2,114	)		(2,114	)
Retained earnings		27,794			26,009
Accumulated other comprehensive loss		(2,724	)		(2,998	)
Total Stockholders' Equity		53,404			47,990
Total Liabilities and Stockholders' Equity	$	582,408		$	581,909

See accompanying notes to consolidated financial statements.

1

Emclaire Financial Corp

Consolidated Statements of Net Income (Unaudited)

For the three and nine months ended September 30, 2015 and 2014

(Dollar amounts in thousands, except share and per share data)

	For the three months ended					For the nine months ended
	September 30,					September 30,
	2015			2014		2015		2014
Interest and dividend income:
Loans receivable, including fees	$	4,382		$	4,140	$	13,051	$	12,259
Securities:
Taxable		481			521		1,525		1,417
Exempt from federal income tax		205			244		640		763
Federal bank stocks		30			33		132		112
Interest earning deposits with banks		15			30		50		68
Total interest and dividend income		5,113			4,968		15,398		14,619
Interest expense:
Deposits		532			616		1,613		1,784
Borrowed funds		155			174		514		503
Total interest expense		687			790		2,127		2,287
Net interest income		4,426			4,178		13,271		12,332
Provision for (recovery of) loan losses		(102	)		163		269		508
Net interest income after provision for (recovery of) loan losses		4,528			4,015		13,002		11,824
Noninterest income:
Fees and service charges		387			411		1,113		1,182
Commissions on financial services		14			8		24		31
Title premiums		13			16		29		40
Net gain on sales of available for sale securities		533			91		567		748
Earnings on bank-owned life insurance		98			97		293		289
Other		334			306		980		911
Total noninterest income		1,379			929		3,006		3,201
Noninterest expense:
Compensation and employee benefits		2,003			1,825		6,122		5,599
Premises and equipment		646			634		1,970		1,837
Intangible asset amortization		49			54		146		167
Professional fees		181			142		560		488
Federal deposit insurance		92			90		287		266
Other		956			936		2,817		3,251
Total noninterest expense		3,927			3,681		11,902		11,608
Income before provision for income taxes		1,980			1,263		4,106		3,417
Provision for income taxes		460			241		877		675
Net income		1,520			1,022		3,229		2,742
Preferred stock dividends		25			25		75		75
Net income available to common stockholders	$	1,495		$	997	$	3,154	$	2,667
Basic earnings per common share	$	0.70		$	0.56	$	1.64	$	1.51
Diluted earnings per common share		0.70			0.56		1.63		1.49
Average common shares outstanding - basic		2,136,749			1,770,821		1,928,789		1,770,128
Average common shares outstanding - diluted		2,148,713			1,787,231		1,939,708		1,784,837

See accompanying notes to consolidated financial statements.

2

Emclaire Financial Corp

Consolidated Statements of Comprehensive Income (Unaudited)

For the three and nine months ended September 30, 2015 and 2014

(Dollar amounts in thousands)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	1,520		$	1,022		$	3,229		$	2,742
Other comprehensive income
Unrealized gains on securities:
Unrealized holding gain (loss) arising during the period		1,200			(194	)		982			2,560
Reclassification adjustment for gains included in net income		(533	)		(91	)		(567	)		(748	)
		667			(285	)		415			1,812
Tax effect		(227	)		97			(141	)		(616	)
Net of tax		440			(188	)		274			1,196
Comprehensive income	$	1,960		$	834		$	3,503		$	3,938

See accompanying notes to consolidated financial statements.

3

Emclaire Financial Corp

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2015 and 2014

(Dollar amounts in thousands)

	For the nine months ended
	September 30,
	2015			2014
Cash flows from operating activities
Net income	$	3,229		$	2,742
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		751			631
Provision for loan losses		269			508
Amortization of premiums, net		246			198
Amortization of intangible assets and mortgage servicing rights		146			168
Realized gains on sales of available for sale securities, net		(567	)		(748	)
Net gains on foreclosed real estate		(25	)		(11	)
Write-down of foreclosed real estate		6			-
Stock compensation expense		150			126
Increase in bank-owned life insurance, net		(245	)		(243	)
Increase in accrued interest receivable		(52	)		(208	)
(Increase) decrease in prepaid expenses and other assets		(2,504	)		232
Decrease in accrued interest payable		(13	)		(75	)
Increase (decrease) in accrued expenses and other liabilities		(124	)		3,999
Net cash provided by operating activities		1,267			7,319
Cash flows from investing activities
Loan originations and principal collections, net		(3,764	)		(16,619	)
Purchase of residential mortgage loans		(19,481	)		-
Settlement of syndicated national credits		(7,039	)		-
Available for sale securities:
Sales		30,691			22,462
Maturities, repayments and calls		19,382			10,270
Purchases		(20,540	)		(63,189	)
Redemption of federal bank stocks		224			1,186
Proceeds from the sale of foreclosed real estate		317			139
Additions to premises and equipment		(649	)		(2,615	)
Net cash used in investing activities		(859	)		(48,366	)
Cash flows from financing activities
Net increase in deposits		3,340			87,902
Repayments on Federal Home Loan Bank advances		-			(5,000	)
Net change in short-term borrowings		(5,100	)		(22,000	)
Proceeds from exercise of stock options, including tax benefit		54			48
Dividends paid		(1,444	)		(1,243	)
Proceeds from the issuance of common stock		8,151			-
Redemption of preferred stock (Series B)		(5,000	)		-
Net cash provided by financing activities		1			59,707
Increase in cash and cash equivalents		409			18,660
Cash and cash equivalents at beginning of period		11,856			16,658
Cash and cash equivalents at end of period	$	12,265		$	35,318
Supplemental information:
Interest paid	$	2,140		$	2,362
Income taxes paid		525			245
Supplemental noncash disclosure:
Transfers from loans to foreclosed real estate		341			124

See accompanying notes to consolidated financial statements.

4

Emclaire Financial Corp

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the three and nine months ended September 30, 2015 and 2014

(Dollar amounts in thousands, except per share data)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Balance at beginning of period	$	56,901		$	47,457		$	47,990		$	45,072
Net income		1,520			1,022			3,229			2,742
Other comprehensive income (loss)		440			(188	)		274			1,196
Stock compensation expense		42			42			150			126
Dividends declared on preferred stock		(25	)		(25	)		(75	)		(75	)
Dividends declared on common stock		(513	)		(390	)		(1,369	)		(1,168	)
Exercise of stock options, including tax benefit		50			23			54			48
Issuance of common stock (350,000 shares)		(11	)		-			8,151			-
Redemption of preferred stock (5,000 shares, Series B)		(5,000	)		-			(5,000	)		-
Balance at end of period	$	53,404		$	47,941		$	53,404		$	47,941
Cash dividend per common share	$	0.24		$	0.22		$	0.72		$	0.66

See accompanying notes to consolidated financial statements.

5

Emclaire Financial Corp

Notes to Consolidated Financial Statements (Unaudited)

1. Nature of Operations and Basis of Presentation

Emclaire Financial Corp (the Corporation) is a Pennsylvania corporation and the holding company of The Farmers National Bank of Emlenton (the Bank) and Emclaire Settlement Services, LLC (the Title Company). The Corporation provides a variety of financial services to individuals and businesses through its offices in Western Pennsylvania. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential and commercial mortgages, commercial business loans and consumer loans.

The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries, the Bank and the Title Company. All significant intercompany transactions and balances have been eliminated in preparing the consolidated financial statements.

The accompanying unaudited consolidated financial statements for the interim periods include all adjustments, consisting of normal recurring accruals, which are necessary, in the opinion of management, to fairly reflect the Corporation’s consolidated financial position and results of operations. Additionally, these consolidated financial statements for the interim periods have been prepared in accordance with instructions for the Securities and Exchange Commission’s (SEC’s) Form 10-Q and Article 10 of Regulation S-X and therefore do not include all information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (GAAP). For further information, refer to the audited consolidated financial statements and footnotes thereto for the year ended December 31, 2014, as contained in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC.

The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for interim quarterly or year-to-date periods are not necessarily indicative of the results that may be expected for the entire year or any other period. Certain amounts previously reported may have been reclassified to conform to the current year’s financial statement presentation.

2. Issuance of Common Stock

On June 10, 2015, the Corporation sold 350,000 shares of common stock, par value $1.25 per share, in a private offering to accredited individual and institutional investors at $23.50 per share. The Corporation realized $8.2 million in proceeds from the offering, net of $63,000 of direct costs relating to the offering.

6

3. Participation in the Small Business Lending Fund (SBLF) of the U.S. Treasury Department (U.S. Treasury)

On August 18, 2011, the Corporation entered into a Securities Purchase Agreement (the Agreement) with the U.S. Treasury Department, pursuant to which the Corporation issued and sold to the U.S. Treasury 10,000 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock), having a liquidation preference of $1,000 per share, for aggregate proceeds of $10.0 million, pursuant to the U.S. Treasury’s SBLF program. On September 17, 2013, with the approval of the Corporation’s primary federal banking regulator, the Corporation redeemed 5,000 shares, or 50%, of its Series B Preferred Stock held by the U.S. Treasury at an aggregate redemption price of $5.0 million, plus accrued but unpaid dividends. On September 30, 2015, the Corporation redeemed the remaining 5,000 shares of its Series B Preferred Stock held by the U.S. Treasury at an aggregate redemption price of $5.0 million, plus accrued but unpaid dividends. Following this redemption, the Corporation does not have any Series B Preferred Stock outstanding.

4. Earnings per Common Share

Basic earnings per common share (EPS) excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares for assumed issuance of restricted stock and shares issued under stock options.

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

(Dollar amounts in thousands, except for per share amounts)	For the three months ended				For the nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Earnings per common share - basic
Net income	$	1,520	$	1,022	$	3,229	$	2,742
Less: Preferred stock dividends		25		25		75		75
Net income available to common stockholders	$	1,495	$	997	$	3,154	$	2,667
Average common shares outstanding		2,136,749		1,770,821		1,928,789		1,770,128
Basic earnings per common share	$	0.70	$	0.56	$	1.64	$	1.51
Earnings per common share - diluted
Net income available to common stockholders	$	1,495	$	997	$	3,154	$	2,667
Average common shares outstanding		2,136,749		1,770,821		1,928,789		1,770,128
Add: Dilutive effects of assumed issuance of restricted stock and exercise of stock options		11,964		16,410		10,919		14,709
Average shares and dilutive potential common shares		2,148,713		1,787,231		1,939,708		1,784,837
Diluted earnings per common share	$	0.70	$	0.56	$	1.63	$	1.49
Stock options not considered in computing earnings per share because they were antidilutive		67,000		66,000		67,000		67,000

7

5. Securities

The following table summarizes the Corporation’s securities as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Available for sale:
September 30, 2015:
U.S. Treasury and federal agency	$	1,493	$	-	$	(6	)	$	1,487
U.S. government sponsored entities and agencies		17,205		41		(1	)		17,245
U.S. agency mortgage-backed securities: residential		34,102		678		-			34,780
U.S. agency collateralized mortgage obligations: residential		33,489		56		(549	)		32,996
State and political subdivisions		27,956		177		(72	)		28,061
Corporate debt securities		4,008		5		(6	)		4,007
Equity securities		2,356		399		(7	)		2,748
	$	120,609	$	1,356	$	(641	)	$	121,324
December 31, 2014:
U.S. Treasury and federal agency	$	1,491	$	-	$	(35	)	$	1,456
U.S. government sponsored entities and agencies		35,452		10		(238	)		35,224
U.S. agency mortgage-backed securities: residential		38,026		745		-			38,771
U.S. agency collateralized mortgage obligations: residential		37,564		16		(963	)		36,617
State and political subdivisions		32,665		550		(191	)		33,024
Corporate debt securities		2,006		-		(8	)		1,998
Equity securities		2,356		415		-			2,771
	$	149,560	$	1,736	$	(1,435	)	$	149,861

The following table summarizes scheduled maturities of the Corporation’s debt securities as of September 30, 2015. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are not due at a single maturity and are shown separately.

(Dollar amounts in thousands)
	Available for sale
	Amortized		Fair
	Cost		Value
Due in one year or less	$	-	$	-
Due after one year through five years		30,877		30,988
Due after five through ten years		18,556		18,586
Due after ten years		1,229		1,226
Mortgage-backed securities: residential		34,102		34,780
Collateralized mortgage obligations: residential		33,489		32,996
	$	118,253	$	118,576

8

5. Securities (continued)

Information pertaining to securities with gross unrealized losses at September 30, 2015 and December 31, 2014, aggregated by investment category and length of time that individual securities have been in a continuous loss position are included in the table below:

(Dollar amounts in thousands)	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
September 30, 2015:
U.S. Treasury and federal agency	$	-	$	-		$	1,487	$	(6	)	$	1,487	$	(6	)
U.S. government sponsored entities and agencies		-		-			1,999		(1	)		1,999		(1	)
U.S. agency collateralized mortgage obligations: residential		-		-			26,611		(549	)		26,611		(549	)
State and political subdivisions		4,439		(14	)		2,974		(58	)		7,413		(72	)
Corporate debt securities		2,001		(5	)		500		(1	)		2,501		(6	)
Equity securities		243		(7	)		-		-			243		(7	)
	$	6,683	$	(26	)	$	33,571	$	(615	)	$	40,254	$	(641	)
December 31, 2014:
U.S. Treasury and federal agency	$	-	$	-		$	1,456	$	(35	)	$	1,456	$	(35	)
U.S. government sponsored entities and agencies		11,412		(51	)		16,805		(187	)		28,217		(238	)
U.S. agency collateralized mortgage obligations: residential		2,715		(14	)		30,594		(949	)		33,309		(963	)
State and political subdivisions		5,154		(22	)		10,221		(169	)		15,375		(191	)
Corporate debt securities		1,998		(8	)		-		-			1,998		(8	)
	$	21,279	$	(95	)	$	59,076	$	(1,340	)	$	80,355	$	(1,435	)

Gains on sales of available for sale securities for the three and nine months ended September 30 were as follows:

(Dollar amounts in thousands)	For the three months				For the nine months
	ended September 30,				ended September 30,
	2015		2014		2015		2014
Proceeds	$	28,900	$	903	$	30,691	$	22,462
Gains		533		91		567		748
Tax provision related to gains		181		31		193		254

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic, market or other conditions warrant such evaluation. Consideration is given to: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether the Corporation has the intent to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the Corporation intends to sell an impaired security, or if it is more likely than not the Corporation will be required to sell the security before its anticipated recovery, the Corporation records an other-than-temporary loss in an amount equal to the entire difference between fair value and amortized cost. Otherwise, only the credit portion of the estimated loss on debt securities is recognized in earnings, with the other portion of the loss recognized in other comprehensive income. For equity securities determined to be other-than-temporarily impaired, the entire amount of impairment is recognized through earnings.

9

5. Securities (continued)

There was one equity security in an unrealized loss position for less than 12 months as of September 30, 2015. Equity securities owned by the Corporation consist of common stock of various financial service providers. The investment security is in an unrealized loss position as a result of recent market volatility. The Corporation does not invest in these securities with the intent to sell them for a profit in the near term. For investments in equity securities, in addition to the general factors mentioned above for determining whether the decline in market value is other-than-temporary, the analysis of whether an equity security is other-than-temporarily impaired includes a review of the profitability, capital adequacy and other relevant information available to determine the financial position and near term prospects of each issuer. The results of analyzing the aforementioned metrics and financial fundamentals suggest recovery of amortized cost as the sector improves. Based on that evaluation, and given that the Corporation’s current intention is not to sell any impaired security and it is more likely than not it will not be required to sell this security before the recovery of its amortized cost basis, the Corporation does not consider the equity security with an unrealized loss as of September 30, 2015 to be other-than-temporarily impaired.

There were 54 debt securities in an unrealized loss position as of September 30, 2015, of which 40 were in an unrealized loss position for more than 12 months. Of these 40 securities, 2 were U.S. Treasury securities, 1 was a U.S. government sponsored entity and agency security, 22 were government-backed collateralized mortgage obligations, 14 were state and political subdivision securities and 1 was a corporate debt security. The unrealized losses associated with these securities were not due to the deterioration in the credit quality of the issuer that would likely result in the non-collection of contractual principal and interest, but rather have been caused by a rise in interest rates from the time the securities were purchased. Based on that evaluation and other general considerations, and given that the Corporation’s current intention is not to sell any impaired securities and it is more likely than not it will not be required to sell these securities before the recovery of its amortized cost basis, the Corporation does not consider the debt securities with unrealized losses as of September 30, 2015 to be other-than-temporarily impaired.

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6. Loans Receivable and Related Allowance for Loan Losses

The Corporation’s loans receivable as of the respective dates are summarized as follows:

(Dollar amounts in thousands)	September 30,		December 31,
	2015		2014
Mortgage loans on real estate:
Residential first mortgages	$	133,628	$	107,173
Home equity loans and lines of credit		89,398		89,106
Commercial real estate		112,686		110,810
		335,712		307,089
Other loans:
Commercial business		68,499		70,185
Consumer		6,912		7,598
		75,411		77,783
Total loans, gross		411,123		384,872
Less allowance for loan losses		5,079		5,224
Total loans, net	$	406,044	$	379,648

During the second quarter of 2015, the Corporation purchased four syndicated national credits (SNCs) each having a principal amount of $1.0 million. The SNCs were purchased for a total of $4.0 million plus a net premium of $21,000 which is being amortized over the lives of the loans. During the third quarter of 2014, the Corporation purchased four SNCs each having a principal amount of $1.0 million. The SNCs were purchased for a total of $4.0 million plus a net premium of $15,000 and other costs totaling $11,000 which are being amortized over the lives of the loans. The SNCs are recorded as commercial business loans and are collateralized by all business assets of the individual borrowers. Until sufficient historical performance data can be collected and analyzed, these credits are assigned allowance for loan losses equal to a multiple of the Corporation’s normal allowance allocation for Bank originated commercial business loans. During the nine months ended September 30, 2015, the Corporation received $2.2 million in principal payments on these SNC’s, including two full payoffs totaling $2.0 million. As of September 30, 2015, these SNC’s had a remaining outstanding balance of $5.8 million.

11

6. Loans Receivable and Related Allowance for Loan Losses (continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of September 30, 2015:

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
							For the three months
	As of September 30, 2015						ended September 30, 2015
											Cash Basis
	Unpaid						Average		Interest Income		Interest
	Principal		Recorded		Related		Recorded		Recognized		Recognized
	Balance		Investment		Allowance		Investment		in Period		in Period
Residential first mortgages	$	170	$	170	$	28	$	169	$	2	$	2
Home equity and lines of credit		-		-		-		-		-		-
Commercial real estate		94		94		5		1,345		8		8
Commercial business		940		940		158		1,050		4		4
Consumer		-		-		-		-		-		-
Total	$	1,204	$	1,204	$	191	$	2,564	$	14	$	14

	For the nine months
	ended September 30, 2015
					Cash Basis
	Average		Interest Income		Interest
	Recorded		Recognized		Recognized
	Investment		in Period		in Period
Residential first mortgages	$	170	$	6	$	6
Home equity and lines of credit		-		-		-
Commercial real estate		1,993		11		11
Commercial business		1,820		122		110
Consumer		-		-		-
Total	$	3,983	$	139	$	127

	Impaired Loans with No Specific Allowance
					For the three months
	As of September 30, 2015				ended September 30, 2015
									Cash Basis
	Unpaid				Average		Interest Income		Interest
	Principal		Recorded		Recorded		Recognized		Recognized
	Balance		Investment		Investment		in Period		in Period
Residential first mortgages	$	-	$	-	$	-	$	-	$	-
Home equity and lines of credit		-		-		-		-		-
Commercial real estate		3,871		2,530		1,468		9		1
Commercial business		77		77		75		-		-
Consumer		-		-		-		-		-
Total	$	3,948	$	2,607	$	1,543	$	9	$	1

	For the nine months
	ended September 30, 2015
					Cash Basis
	Average		Interest Income		Interest
	Recorded		Recognized		Recognized
	Investment		in Period		in Period
Residential first mortgages	$	56	$	7	$	7
Home equity and lines of credit		-		-		-
Commercial real estate		1,150		47		39
Commercial business		63		2		2
Consumer		-		-		-
Total	$	1,269	$	56	$	48

12

6. Loans Receivable and Related Allowance for Loan Losses (continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2014:

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
							For the year ended
	As of December 31, 2014						December 31, 2014
											Cash Basis
	Unpaid						Average		Interest Income		Interest
	Principal		Recorded		Related		Recorded		Recognized		Recognized
	Balance		Investment		Allowance		Investment		in Period		in Period
Residential first mortgages	$	171	$	171	$	27	$	136	$	12	$	12
Home equity and lines of credit		-		-		-		-		-		-
Commercial real estate		3,615		2,674		268		2,673		16		-
Commercial business		2,622		2,622		495		1,524		66		-
Consumer		-		-		-		-		-		-
Total	$	6,408	$	5,467	$	790	$	4,333	$	94	$	12

	Impaired Loans with No Specific Allowance
					For the year ended
	As of December 31, 2014				December 31, 2014
									Cash Basis
	Unpaid				Average		Interest Income		Interest
	Principal		Recorded		Recorded		Recognized		Recognized
	Balance		Investment		Investment		in Period		in Period
Residential first mortgages	$	114	$	114	$	74	$	2	$	-
Home equity and lines of credit		-		-		-		-		-
Commercial real estate		1,254		855		839		15		4
Commercial business		51		51		250		1		1
Consumer		-		-		1,078		533		533
Total	$	1,419	$	1,020	$	2,241	$	551	$	538

13

6. Loans Receivable and Related Allowance for Loan Losses (continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of September 30, 2014:

(Dollar amounts in thousands)
	Impaired Loans with Specific Allowance
							For the three months
	As of September 30, 2014						ended September 30, 2014
											Cash Basis
	Unpaid						Average		Interest Income		Interest
	Principal		Recorded		Related		Recorded		Recognized		Recognized
	Balance		Investment		Allowance		Investment		in Period		in Period
Residential first mortgages	$	171	$	171	$	28	$	172	$	1	$	1
Home equity and lines of credit		-		-		-		-		-		-
Commercial real estate		3,681		2,740		223		2,724		3		-
Commercial business		2,372		2,372		445		2,291		-		-
Consumer		-		-		-		-		-		-
Total	$	6,224	$	5,283	$	696	$	5,187	$	4	$	1

	For the nine months
	ended September 30, 2014
					Cash Basis
	Average		Interest Income		Interest
	Recorded		Recognized		Recognized
	Investment		in Period		in Period
Residential first mortgages	$	126	$	10	$	10
Home equity and lines of credit		-		-		-
Commercial real estate		2,673		16		-
Commercial business		1,250		53		-
Consumer		-		-		-
Total	$	4,049	$	79	$	10

	Impaired Loans with No Specific Allowance
					For the three months
	As of September 30, 2014				ended September 30, 2014
									Cash Basis
	Unpaid				Average		Interest Income		Interest
	Principal		Recorded		Recorded		Recognized		Recognized
	Balance		Investment		Investment		in Period		in Period
Residential first mortgages	$	116	$	116	$	117	$	-	$	-
Home equity and lines of credit		-		-		-		-		-
Commercial real estate		1,269		870		980		-		-
Commercial business		52		52		240		-		-
Consumer		1,348		1,348		1,348		-		-
Total	$	2,785	$	2,386	$	2,685	$	-	$	-

	For the nine months
	ended September 30, 2014
					Cash Basis
	Average		Interest Income		Interest
	Recorded		Recognized		Recognized
	Investment		in Period		in Period
Residential first mortgages	$	64	$	2	$	-
Home equity and lines of credit		-		-		-
Commercial real estate		835		14		3
Commercial business		300		1		1
Consumer		1,348		-		-
Total	$	2,547	$	17	$	4

Unpaid principal balance includes any loans that have been partially charged off but not forgiven. Accrued interest is not included in the recorded investment in loans based on the amounts not being material.

14

6. Loans Receivable and Related Allowance for Loan Losses (continued)

Troubled debt restructurings (TDR). The Corporation has certain loans that have been modified in order to maximize collection of loan balances. If, for economic or legal reasons related to the customer’s financial difficulties, management grants a concession compared to the original terms and conditions of the loan that it would not have otherwise considered, the modified loan is classified as a TDR. Concessions related to TDRs generally do not include forgiveness of principal balances. The Corporation generally does not extend additional credit to borrowers with loans classified as TDRs.

At September 30, 2015 and December 31, 2014, the Corporation had $2.6 million and $5.6 million, respectively, of loans classified as TDRs, which are included in impaired loans above. At September 30, 2015 and December 31, 2014, the Corporation had $64,000 and $513,000 of the allowance for loan losses allocated to these specific loans.

During the three and nine month periods ended September 30, 2015, the Corporation did not modify any loans as TDRs. During the three month period ended September 30, 2014, the Corporation did not modify any loans as TDRs. During the nine month period ended September 30, 2014, the Corporation modified eleven loans to be identified as TDRs. One commercial relationship consisting of eight loans totaling $2.4 million was modified as the Bank granted repayment concessions due to financial difficulties experienced by the borrower. Concessions on these eight loans included reduced monthly payments through the notes’ maturities. An additional commercial real estate relationship consisting of two loans totaling $2.1 million was modified as the Bank granted a payment concession on one loan and interest rate concessions on both loans due to cash flow considerations caused by vacancy rates. In addition, the Corporation modified a residential mortgage loan with pre- and post-modification recorded investments of $76,000 and $93,000, respectively, due to a bankruptcy court order. The modifications included capitalization of $5,000 of accrued and unpaid interest and $13,000 of legal expenses, a reduction in the interest rate from 6.25% to 5.00% and a 15 year extension of the original term. Because these loans were previously impaired with specific reserves allocated to them, there was no impact to the provision for loan losses for the nine month period ended September 30, 2014 as a result of the modifications.

A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. During the three and nine month periods ended September 30, 2015, there was a default on one $90,000 residential mortgage loan within 12 months following modification classified as a TDR at September 30, 2015. At September 30, 2015, this loan was over 90 days past due. This default had no impact on the provision for loan losses for the quarter ending September 30, 2015. During the three and nine month periods ended September 30, 2014, there were defaults on four loans classified as TDRs which totaled $1.8 million at September 30, 2014. Of these, two loans totaling $344,000 were not past due, one loan for $81,000 was 30-59 days delinquent and one loan for $1.3 million was over 90 days past due at September 30, 2014.

Credit Quality Indicators. Management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors.

Commercial real estate and commercial business loans not identified as impaired are evaluated as risk rated pools of loans utilizing a risk rating practice that is supported by a quarterly special asset review. In this review process, strengths and weaknesses are identified, evaluated and documented for each criticized and classified loan and borrower, strategic action plans are developed, risk ratings are confirmed and the loan’s performance status is reviewed.

Management has determined certain portions of the loan portfolio to be homogeneous in nature and assigns like reserve factors for the following loan pool types: residential real estate, home equity loans and lines of credit, and consumer installment and personal lines of credit.

15

6. Loans Receivable and Related Allowance for Loan Losses (continued)

The reserve allocation for risk rated loan pools is developed by applying the following factors:

Historic: Management utilizes a computer model to develop the historical net charge-off experience which is used to formulate the assumptions employed in the migration analysis applied to estimate losses in the portfolio. Outstanding balance and charge-off information are input into the model and historical loss migration rate assumptions are developed to apply to pass, special mention, substandard and doubtful risk rated loans. A twelve-quarter rolling weighted-average is utilized to estimate probable incurred losses in the portfolios.

Qualitative: Qualitative adjustment factors for pass, special mention, substandard and doubtful ratings are developed and applied to risk rated loans to allow for: quality of lending policies and procedures; national and local economic and business conditions; changes in the nature and volume of the portfolio; experiences, ability and depth of lending management; changes in trends, volume and severity of past due, nonaccrual and classified loans and loss and recovery trends; quality of loan review systems; concentrations of credit and other external factors.

Management uses the following definitions for risk ratings:

Pass: Loans classified as pass typically exhibit good payment performance and have underlying borrowers with acceptable financial trends where repayment capacity is evident. These borrowers typically would have a sufficient cash flow that would allow them to weather an economic downturn and the value of any underlying collateral could withstand a moderate degree of depreciation due to economic conditions.

Special Mention: Loans classified as special mention are characterized by potential weaknesses that could jeopardize repayment as contractually agreed. These loans may exhibit adverse trends such as increasing leverage, shrinking profit margins and/or deteriorating cash flows. These borrowers would inherently be more vulnerable to the application of economic pressures.

Substandard: Loans classified as substandard exhibit weaknesses that are well-defined to the point that repayment is jeopardized. Typically, the Corporation is no longer adequately protected by both the apparent net worth and repayment capacity of the borrower.

Doubtful: Loans classified as doubtful have advanced to the point that collection or liquidation in full, on the basis of currently ascertainable facts, conditions and value, is highly questionable or improbable.

The following table presents the classes of the loan portfolio summarized by the aggregate pass and the criticized categories of special mention, substandard and doubtful within the Corporation’s internal risk rating system as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)
					Special
	Not Rated		Pass		Mention		Substandard		Doubtful		Total
September 30, 2015:
Residential first mortgages	$	132,249	$	-	$	-	$	1,379	$	-	$	133,628
Home equity and lines of credit		89,009		-		-		389		-		89,398
Commercial real estate		-		106,687		93		5,906		-		112,686
Commercial business		-		66,304		887		1,308		-		68,499
Consumer		6,912		-		-		-		-		6,912
Total	$	228,170	$	172,991	$	980	$	8,982	$	-	$	411,123
December 31, 2014:
Residential first mortgages	$	106,448	$	-	$	-	$	725	$	-	$	107,173
Home equity and lines of credit		88,699		-		-		407		-		89,106
Commercial real estate		-		103,908		515		6,387		-		110,810
Commercial business		-		65,627		1,292		3,266		-		70,185
Consumer		7,598		-		-		-		-		7,598
Total	$	202,745	$	169,535	$	1,807	$	10,785	$	-	$	384,872

16

6. Loans Receivable and Related Allowance for Loan Losses (continued)

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonperforming loans as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)
	Performing						Nonperforming
	Accruing		Accruing		Accruing		Accruing
	Loans Not		30-59 Days		60-89 Days		90 Days +				Total
	Past Due		Past Due		Past Due		Past Due		Nonaccrual		Loans
September 30, 2015:
Residential first mortgages	$	131,297	$	951	$	-	$	169	$	1,211	$	133,628
Home equity and lines of credit		88,668		294		48		-		388		89,398
Commercial real estate		110,056		100		-		-		2,530		112,686
Commercial business		67,765		-		-		-		734		68,499
Consumer		6,860		37		15		-		-		6,912
Total loans	$	404,646	$	1,382	$	63	$	169	$	4,863	$	411,123
December 31, 2014:
Residential first mortgages	$	104,523	$	1,523	$	402	$	78	$	647	$	107,173
Home equity and lines of credit		87,982		675		42		-		407		89,106
Commercial real estate		107,292		30		55		16		3,417		110,810
Commercial business		67,808		-		-		-		2,377		70,185
Consumer		7,545		41		12		-		-		7,598
Total loans	$	375,150	$	2,269	$	511	$	94	$	6,848	$	384,872

The following table presents the Corporation’s nonaccrual loans by aging category as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)
	Not		30-59 Days		60-89 Days		90 Days +		Total
	Past Due		Past Due		Past Due		Past Due		Loans
September 30, 2015:
Residential first mortgages	$	155	$	-	$	-	$	1,056	$	1,211
Home equity and lines of credit		-		15		-		373		388
Commercial real estate		2,357		55		-		118		2,530
Commercial business		705		-		-		29		734
Consumer		-		-		-		-		-
Total loans	$	3,217	$	70	$	-	$	1,576	$	4,863
December 31, 2014:
Residential first mortgages	$	283	$	-	$	80	$	284	$	647
Home equity and lines of credit		33		18		-		356		407
Commercial real estate		2,848		-		-		569		3,417
Commercial business		2,151		-		188		38		2,377
Consumer		-		-		-		-		-
Total loans	$	5,315	$	18	$	268	$	1,247	$	6,848

An allowance for loan losses (ALL) is maintained to absorb probable incurred losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience and the amount of nonperforming loans.

17

6. Loans Receivable and Related Allowance for Loan Losses (continued)

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following table details activity in the ALL and the recorded investment by portfolio segment based on impairment method:

(Dollar amounts in thousands)
				Home Equity
	Residential			& Lines			Commercial			Commercial
	Mortgages			of Credit			Real Estate			Business			Consumer			Total
Three months ended September 30, 2015:
Allowance for loan losses:
Beginning Balance	$	1,258		$	622		$	2,161		$	1,282		$	47		$	5,370
Charge-offs		(43	)		(128	)		(35	)		-			(3	)		(209	)
Recoveries		-			-			6			12			2			20
Provision		173			122			(164	)		(232	)		(1	)		(102	)
Ending Balance	$	1,388		$	616		$	1,968		$	1,062		$	45		$	5,079
Nine months ended September 30, 2015:
Allowance for loan losses:
Beginning Balance	$	955		$	543		$	2,338		$	1,336		$	52		$	5,224
Charge-offs		(47	)		(213	)		(35	)		(182	)		(32	)		(509	)
Recoveries		-			30			18			31			16			95
Provision		480			256			(353	)		(123	)		9			269
Ending Balance	$	1,388		$	616		$	1,968		$	1,062		$	45		$	5,079
September 30, 2015:
Ending ALL balance attributable to loans:
Individually evaluated for impairment		28			-			5			158			-			191
Collectively evaluated for impairment		1,360			616			1,963			904			45			4,888
Total loans:
Individually evaluated for impairment		170			-			2,624			1,017			-			3,811
Collectively evaluated for impairment		133,458			89,398			110,062			67,482			6,912			407,312
At December 31, 2014:
Ending ALL balance attributable to loans:
Individually evaluated for impairment		27			-			268			495			-			790
Collectively evaluated for impairment		928			543			2,070			841			52			4,434
Total loans:
Individually evaluated for impairment		285			-			3,529			2,673			-			6,487
Collectively evaluated for impairment		106,888			89,106			107,281			67,512			7,598			378,385
Three months ended September 30, 2014:
Allowance for loan losses:
Beginning Balance	$	917		$	468		$	2,375		$	1,233		$	53		$	5,046
Charge-offs		(38	)		(30	)		-			-			(24	)		(92	)
Recoveries		-			-			4			-			9			13
Provision		62			101			(11	)		(3	)		14			163
Ending Balance	$	941		$	539		$	2,368		$	1,230		$	52		$	5,130
Nine months ended September 30, 2014:
Allowance for loan losses:
Beginning Balance	$	923		$	625		$	2,450		$	822		$	49		$	4,869
Charge-offs		(135	)		(44	)		(2	)		(17	)		(91	)		(289	)
Recoveries		-			-			13			7			22			42
Provision		153			(42	)		(93	)		418			72			508
Ending Balance	$	941		$	539		$	2,368		$	1,230		$	52		$	5,130

The allowance for loan losses is based on estimates and actual losses may vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

18

7. Goodwill and Intangible Assets

The following table summarizes the Corporation’s acquired goodwill and intangible assets as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)	September 30, 2015				December 31, 2014
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Goodwill	$	3,664	$	-	$	3,664	$	-
Core deposit intangibles		4,027		3,424		4,027		3,278
Total	$	7,691	$	3,424	$	7,691	$	3,278

Goodwill resulted from three previous branch acquisitions. Goodwill represents the excess of the total purchase price paid for the branch acquisitions over the fair value of the assets acquired, net of the fair value of the liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. The Corporation has selected November 30 as the date to perform the annual impairment test. No goodwill impairment charges were recorded during 2014 or in the first nine months of 2015. The core deposit intangible asset is amortized using the double declining balance method over a weighted average estimated life of nine years and is not estimated to have a significant residual value. During the three and nine month periods ending September 30, 2015, the Corporation recorded intangible amortization expense totaling $49,000 and $146,000, respectively, compared to $54,000 and $167,000, respectively, for the same periods in 2014.

8. Stock Compensation Plans

In April 2014, the Corporation adopted the 2014 Stock Incentive Plan (the 2014 Plan), which is shareholder approved and permits the grant of restricted stock awards and options to its directors, officers and employees for up to 176,866 shares of common stock. As of September 30, 2015, 83,433 shares of restricted stock and 88,433 stock options remain available for issuance under the plan.

In addition, the Corporation’s 2007 Stock Incentive Plan and Trust (the 2007 Plan), which is shareholder approved, permits the grant of restricted stock awards and options to its directors, officers and employees for up to 177,496 shares of common stock. As of September 30, 2015, 1,663 shares of restricted stock and 45,283 stock options remain available for issuance under the plan.

Incentive stock options, non-incentive or compensatory stock options and share awards may be granted under the Plans. The exercise price of each option shall at least equal the market price of a share of common stock on the date of grant and have a contractual term of ten years. Options shall vest and become exercisable at the rate, to the extent and subject to such limitations as may be specified by the Corporation. Compensation cost related to share-based payment transactions must be recognized in the financial statements with measurement based upon the fair value of the equity instruments issued.

A summary of option activity under the Plans as of September 30, 2015, and changes during the period then ended is presented below:

						Aggregate		Weighted-Average
				Weighted-Average		Intrinsic Value		Remaining Term
	Options			Exercise Price		(in thousands)		(in years)
Outstanding as of January 1, 2015		76,750		$	25.16	$	54,720		2.7
Granted		-			-		-		-
Exercised		(3,750	)		14.41		-		-
Forfeited		-			-		-		-
Outstanding as of September 30, 2015		73,000		$	25.71	$	2,400		1.8
Exercisable as of September 30, 2015		73,000		$	25.71	$	2,400		1.8

19

8. Stock Compensation Plans (continued)

A summary of the status of the Corporation’s nonvested restricted stock awards as of September 30, 2015, and changes during the period then ended is presented below:

				Weighted-Average
	Shares			Grant-date Fair Value
Nonvested at January 1, 2015		25,450		$	23.03
Granted		-			-
Vested		(3,950	)		19.85
Forfeited		-			-
Nonvested as of September 30, 2015		21,500		$	23.62

For the three and nine month periods ended September 30, 2015, the Corporation recognized $42,000 and $150,000, respectively, in stock compensation expense, compared to $42,000 and $126,000, respectively for the same periods in 2014. As of September 30, 2015, there was $229,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 1.3 years. It is the Corporation’s policy to issue shares on the vesting date for restricted stock awards. Unvested restricted stock awards do not receive dividends declared by the Corporation.

9. Fair Value

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

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Corporation has the ability to access at 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 the Corporation’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement.

The Corporation used the following methods and significant assumptions to estimate fair value:

Cash and cash equivalents – The carrying value of cash and due from banks and interest earning deposits with banks approximates fair value and are classified as Level 1.

Securities available for sale – The fair value of all investment securities are based upon the assumptions market participants would use in pricing the security. If available, investment securities are determined by quoted market prices (Level 1). Level 1 includes U.S. Treasury, federal agency securities and certain equity securities. For investment securities where quoted market prices are not available, fair values are calculated based on market prices on similar securities (Level 2). Level 2 includes U.S. Government sponsored entities and agencies, mortgage-backed securities, collateralized mortgage obligations, state and political subdivision securities and corporate debt securities. For investment securities where quoted prices or market prices of similar securities are not available, fair values are calculated by using unobservable inputs (Level 3) and may include certain equity securities held by the Corporation. The Level 3 equity security valuations were supported by an analysis prepared by the Corporation which relies on inputs such as the security issuer’s publicly attainable financial information, multiples derived from prices in observed transactions involving comparable businesses and other market, financial and nonfinancial factors.

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9. Fair Value (continued)

Loans – The fair value of loans receivable was estimated based on the discounted value of the future cash flows using the current rates being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification.

Impaired loans – At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive a specific allowance for loan losses. For collateral dependent loans, fair value is commonly based on real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. As of September 30, 2015, the fair value of impaired loans measured using the fair value of collateral consisted of loan balances of $670,000, net of a valuation allowance of $223,000, compared to loan balances of $3.0 million, net of a valuation allowance of $596,000, at December 31, 2014. There was $0 and $235,000 of additional provision for loan losses recorded for impaired loans during the three and nine month periods ended September 30, 2015. There was $41,000 and $707,000 of additional provision for loan losses recorded for impaired loans during the three and nine month periods ended September 30, 2014.

Other real estate owned (OREO) – Assets acquired through or instead of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. Management’s ongoing review of appraisal information may result in additional discounts or adjustments to the valuation based upon more recent market sales activity or more current appraisal information derived from properties of similar type and/or locale. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. As of September 30, 2015, OREO measured at fair value less costs to sell had a net carrying amount of $20,000, which was made up of the outstanding balance of $23,000 and write-downs of $3,000. At December 31, 2014, the Corporation had no OREO measured at fair value. There was $0 and $3,000 of expense recorded during the three and nine months ended September 30, 2015 associated with the write-down of OREO, compared to $0 for the same periods in 2014.

Appraisals for both collateral-dependent impaired loans and OREO are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed by the Corporation. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Corporation compares the actual selling price of OREO that has been sold to the most recent appraisal to determine what additional adjustment should be made to the appraisal value to arrive at fair value. The most recent analysis performed indicated that a discount of 10% should be applied.

Federal bank stock – It is not practical to determine the fair value of federal bank stocks due to restrictions placed on its transferability.

Deposits – The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, checking with interest, savings and money market accounts, is equal to the amount payable on demand resulting in either a Level 1 or Level 2 classification. The fair values of time deposits are based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar maturities resulting in a Level 2 classification.

Borrowings – The fair value of borrowings with the FHLB is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

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9. Fair Value (continued)

Accrued interest receivable and payable – The carrying value of accrued interest receivable and payable approximates fair value. The fair value classification is consistent with the related financial instrument.

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

(Dollar amounts in thousands)			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
September 30, 2015:
U.S. Treasury and federal agency	$	1,487	$	1,487	$	-	$	-
U.S. government sponsored entities and agencies		17,245		-		17,245		-
U.S. agency mortgage-backed securities: residential		34,780		-		34,780		-
U.S. agency collateralized mortgage obligations: residential		32,996		-		32,996		-
State and political subdivision		28,061		-		28,061		-
Corporate debt securities		4,007		-		4,007		-
Equity securities		2,748		1,916		-		832
	$	121,324	$	3,403	$	117,089	$	832
December 31, 2014:
U.S. Treasury and federal agency	$	1,456	$	1,456	$	-	$	-
U.S. government sponsored entities and agencies		35,224		-		35,224		-
U.S. agency mortgage-backed securities: residential		38,771		-		38,771		-
U.S. agency collateralized mortgage obligations: residential		36,617		-		36,617		-
State and political subdivisions		33,024		-		33,024		-
Corporate debt securities		1,998		-		1,998		-
Equity securities		2,771		1,873		-		898
	$	149,861	$	3,329	$	145,634	$	898

The Corporation’s policy is to transfer assets or liabilities from one level to another when the methodology to obtain the fair value changes such that there are more or fewer unobservable inputs as of the end of the reporting period. During the three and nine month periods ended September 30, 2015 and 2014, the Corporation had no transfers between levels. The following table presents changes in Level 3 assets measured on a recurring basis for the three and nine month periods ended September 30, 2015 and 2014:

(Dollar amounts in thousands)	Three months ended					Nine months ended
	September 30,					September 30,
	2015			2014		2015			2014
Balance at the beginning of the period	$	835		$	653	$	898		$	653
Total gains or losses (realized/unrealized):		-			-		-			-
Included in earnings		-			-		-			-
Included in other comprehensive income		(3	)		-		(66	)		-
Issuances		-			-		-			-
Transfers in and/or out of Level 3		-			-		-			-
Balance at the end of the period	$	832		$	653	$	832		$	653

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9. Fair Value (continued)

For assets measured at fair value on a non-recurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

(Dollar amounts in thousands)			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
September 30, 2015:
Impaired commercial business loans	$	447	$	-	$	-	$	447
Other residential real estate owned		20		-		-		20
	$	467	$	-	$	-	$	467
December 31, 2014:
Impaired commercial real estate loans	$	495	$	-	$	-	$	495
Impaired commercial business loans		1,865		-		-		1,865
	$	2,360	$	-	$	-	$	2,360

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis:

(Dollar amounts in thousands)		Valuation	Unobservable
		Techniques(s)	Input (s)	Range
September 30, 2015:
Impaired commercial business loans	447	Liquidation value of business assets	Adjustment for differences between comparable business assets		71	%
Other residential real estate owned	20	Sales comparison approach	Adjustment for differences between comparable sales		10	%
December 31, 2014:
Impaired commercial real estate loans	495	Sales comparison approach/ Contractual provision of USDA loan	Adjustment for differences between comparable sales		10	%
Impaired commercial business loans	1,865	Liquidation value of business assets	Adjustment for differences between comparable business assets		44% - 78%

The two tables above exclude two impaired residential mortgage loans totaling $142,000, an $89,000 impaired commercial real estate loan and a $252,000 impaired commercial business loan classified as TDRs which were measured using a discounted cash flow methodology at September 30, 2015.

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9. Fair Value (continued)

The following table sets forth the carrying amount and estimated fair values of the Corporation’s financial instruments included in the consolidated balance sheet as of September 30, 2015 and December 31, 2014:

(Dollar amounts in thousands)
	Carrying		Fair Value Measurements using:
Description	Amount		Total		Level 1		Level 2		Level 3
September 30, 2015:
Financial Assets:
Cash and cash equivalents	$	12,265	$	12,265	$	12,265	$	-	$	-
Securities available for sale		121,324		121,324		3,403		117,089		832
Loans, net		406,044		413,281		-		-		413,281
Federal bank stock		2,182		N/A		N/A		N/A		N/A
Accrued interest receivable		1,595		1,595		41		376		1,178
		543,410		548,465		15,709		117,465		415,291
Financial Liabilities:
Deposits		505,159		506,233		386,395		119,838		-
Borrowed funds		16,400		17,059		-		17,059		-
Accrued interest payable		186		186		7		179		-
		521,745		523,478		386,402		137,076		-

	Carrying		Fair Value Measurements using:
	Amount		Total		Level 1		Level 2		Level 3
December 31, 2014:
Financial Assets:
Cash and cash equivalents	$	11,856	$	11,856	$	11,856	$	-	$	-
Securities available for sale		149,861		149,861		3,329		145,634		898
Loans, net		379,648		385,264		-		-		385,264
Federal bank stock		2,406		N/A		N/A		N/A		N/A
Accrued interest receivable		1,543		1,543		30		434		1,079
		545,314		548,524		15,215		146,068		387,241
Financial Liabilities:
Deposits		501,819		504,230		380,685		123,545		-
Borrowed funds		21,500		22,338		-		22,338		-
Accrued interest payable		199		199		32		167		-
		523,518		526,767		380,717		146,050		-

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10. Accumulated Other Comprehensive Income (Loss)

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss), net of tax, for the three months ended September 30, 2015 and 2014 and summarizes the significant amounts reclassified out of each component of accumulated other comprehensive income:

(Dollar amounts in thousands)	Unrealized Gains			Defined
	and Losses on			Benefit
	Available-for-Sale			Pension
	Securities			Items			Totals
Accumulated Other Comprehensive Income (Loss) at July 1, 2015	$	32		$	(3,196	)	$	(3,164	)
Other comprehensive income before reclassification		792			-			792
Amounts reclassified from accumulated other comprehensive income (loss)		(352	)		-			(352	)
Net current period other comprehensive income		440			-			440
Accumulated Other Comprehensive Income (Loss) at September 30, 2015	$	472		$	(3,196	)	$	(2,724	)

(Dollar amounts in thousands)	Amount Reclassified
	from Accumulated
	Other Comprehensive
	Income			Affected Line Item in the
Details about Accumulated Other	For the three months			Statement Where Net
Comprehensive Income Components	ended September 30, 2015			Income is Presented
Unrealized gains and losses on available-for-sale securities	$	533		Net gain on sale of available-for-sale securities
		(181	)	Provision for income taxes
Total reclassifications for the period	$	352		Net of tax

(Dollar amounts in thousands)	Unrealized Gains			Defined
	and Losses on			Benefit
	Available-for-Sale			Pension
	Securities			Items			Totals
Accumulated Other Comprehensive Loss at July 1, 2014	$	(486	)	$	(1,410	)	$	(1,896	)
Other comprehensive income before reclassification		(128	)		-			(128	)
Amounts reclassified from accumulated other comprehensive income		(60	)		-			(60	)
Net current period other comprehensive income		(188	)		-			(188	)
Accumulated Other Comprehensive Loss at September 30, 2014	$	(674	)	$	(1,410	)	$	(2,084	)

(Dollar amounts in thousands)	Amount Reclassified
	from Accumulated
	Other Comprehensive
	Income			Affected Line Item in the
Details about Accumulated Other	For the three months			Statement Where Net
Comprehensive Loss Components	ended September 30, 2014			Income is Presented
Unrealized gains and losses on available-for-sale securities	$	91		Net gain on sale of available-for-sale securities
		(31	)	Provision for income taxes
Total reclassifications for the period	$	60		Net of tax

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10. Accumulated Other Comprehensive Income (Loss) (continued)

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss), net of tax, for the nine months ended September 30, 2015 and 2014 and summarizes the significant amounts reclassified out of each component of accumulated other comprehensive income:

(Dollar amounts in thousands)	Unrealized Gains			Defined
	and Losses on			Benefit
	Available-for-Sale			Pension
	Securities			Items			Totals
Accumulated Other Comprehensive Loss at January 1, 2015	$	198		$	(3,196	)	$	(2,998	)
Other comprehensive income before reclassification		648			-			648
Amounts reclassified from accumulated other comprehensive income		(374	)		-			(374	)
Net current period other comprehensive income		274			-			274
Accumulated Other Comprehensive Income (Loss) at September 30, 2015	$	472		$	(3,196	)	$	(2,724	)

(Dollar amounts in thousands)	Amount Reclassified
	from Accumulated
	Other Comprehensive
	Income			Affected Line Item in the
Details about Accumulated Other	For the nine months			Statement Where Net
Comprehensive Income Components	ended September 30, 2015			Income is Presented
Unrealized gains and losses on available-for-sale securities	$	567		Net gain on sale of available-for-sale securities
		(193	)	Provision for income taxes
Total reclassifications for the period	$	374		Net of tax

(Dollar amounts in thousands)	Unrealized Gains			Defined
	and Losses on			Benefit
	Available-for-Sale			Pension
	Securities			Items			Totals
Accumulated Other Comprehensive Income at January 1, 2014	$	(1,870	)	$	(1,410	)	$	(3,280	)
Other comprehensive income before reclassification		1,690			-			1,690
Amounts reclassified from accumulated other comprehensive income		(494	)		-			(494	)
Net current period other comprehensive income		1,196			-			1,196
Accumulated Other Comprehensive Loss at September 30, 2014	$	(674	)	$	(1,410	)	$	(2,084	)

(Dollar amounts in thousands)	Amount Reclassified
	from Accumulated
	Other Comprehensive
	Income			Affected Line Item in the
Details about Accumulated Other	For the nine months			Statement Where Net
Comprehensive Income Components	ended September 30, 2014			Income is Presented
Unrealized gains and losses on available-for-sale securities	$	748		Net gain on sale of available-for-sale securities
		(254	)	Provision for income taxes
Total reclassifications for the period	$	494		Net of tax

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11. New Accounting Standards

In January 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance regarding the reclassification of residential real estate collateralized consumer mortgage loans upon foreclosures. The guidance requires reclassification of a consumer mortgage loan to other real estate owned upon obtaining legal title to the residential property, which could occur either through foreclosure or through a deed in lieu of foreclosure or similar legal agreement. The existence of a borrower redemption right will not prevent the lender from reclassifying a loan to other real estate once the lender obtains legal title to the property. In addition, entities are required to disclose the amount of foreclosed real estate properties and the recorded investment in residential real estate mortgage loans in the process of foreclosure on both an interim and annual basis. The guidance may be applied prospectively or on a modified prospective basis in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Corporation’s consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board (IASB) jointly issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (IFRS). The standard’s core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The guidance may be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial application recognized at the date of initial application for the fiscal years and interim periods within those fiscal years beginning after December 15, 2017. Entities are permitted to adopt one year earlier if they choose. The Corporation is currently evaluating the impact of the adoption of this guidance on its financial statements.

In June 2014, the FASB issued new accounting guidance regarding share-based grants that require a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition. An entity should apply existing guidance that relates to awards with performance conditions that affect vesting to account for such awards. The guidance may be applied prospectively or retrospectively and is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. This guidance will not have a material impact upon adoption as the Corporation has no share-based grants with performance targets that could be achieved after the requisite service period.

In August 2014, the FASB issued new accounting guidance regarding the classification and measurement of foreclosed mortgage loans that are guaranteed by the government (including loans guaranteed by the FHA and the VA). The guidance addressed diversity in practice by requiring creditors to derecognize the mortgage loan upon foreclosure and to recognize a separate other receivable if the following conditions are net: (a) the government guarantee of the loan is not separate from the loan before foreclosure; (b) upon foreclosure, the creditor has the intent to convey the real estate to the guarantor and to make a claim on the guarantee, and also has the ability to make a recovery under the claim; and (c) claim amounts based on the fair value of the property are fixed upon foreclosure. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The guidance may be applied prospectively or on a modified retrospective basis in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. The transition method applied should be the same as the transition method applied upon implementation of the new accounting guidance issued in January 2014, described above, regarding the reclassification of residential real estate collateralized consumer mortgage loans upon foreclosure. Early adoption was permitted. The adoption of this guidance did not have a material impact on the Corporation’s consolidated financial statements.

27

12. Subsequent Event

On October 29, 2015, the Corporation received a $1.7 million payment to satisfy a nonperforming commercial real estate loan relationship. The Bank had previously recorded a $941,000 partial charge off on this relationship in 2013 and previously had specific reserves of $113,000 allocated to the loan relationship as of June 30, 2015.

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

This section discusses the consolidated financial condition and results of operations of Emclaire Financial Corp and its wholly owned subsidiaries for the three and nine months ended September 30, 2015, compared to the same periods in 2014 and should be read in conjunction with the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC and with the accompanying consolidated financial statements and notes presented on pages 1 through 28 of this Form 10-Q.

This Form 10-Q, including the financial statements and related notes, contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” or words or phrases of similar meaning. We caution that the forward looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Actual results, performances or achievements could differ materially from those contemplated, expressed or implied by the forward looking statements. Therefore, we caution you not to place undue reliance on our forward looking information and statements. Except as required by applicable law or regulation, we will not update the forward looking statements to reflect actual results or changes in factors affecting the forward looking statements.

CHANGES IN FINANCIAL CONDITION

Total assets increased $499,000 to $582.4 million at September 30, 2015 from $581.9 million at December 31, 2014. While total assets remained stable, loans receivable increased $26.4 million primarily driven by the purchase of $19.2 million in residential mortgage loans. This loan growth and a $5.1 million repayment of short term borrowed funds were funded by a $28.5 million decrease in securities and a $3.3 million increase in customer deposits.

Total liabilities decreased $4.9 million, or 0.9%, to $529.0 million at September 30, 2015 from $533.9 million at December 31, 2014, resulting primarily from decreases in short term borrowed funds and other liabilities of $5.1 million and $3.1 million, respectively, partially offset by a $3.3 million increase in customer deposits. The $5.1 million, or 78.5%, decrease in borrowed funds to $1.4 million at September 30, 2015 from $6.5 million at December 31, 2014, resulted from a $3.5 million decrease in the Bank’s FHLB overnight borrowings and a $1.6 million decrease of short term borrowings on the Corporation’s line of credit through another correspondent bank. The $3.1 million, or 30.2%, decrease in accrued expenses and other liabilities to $7.3 million at September 30, 2015 from $10.4 million at December 31, 2014, resulted from the settlement of syndicated national credits totaling $3.0 million. Deposit growth consisted of a $6.2 million, or 5.6%, increase in noninterest bearing deposits, partially offset by a $2.8 million decrease in interest bearing deposits.

28

Stockholders’ equity increased $5.4 million, or 11.3%, to $53.4 million at September 30, 2015 from $48.0 million at December 31, 2014. During the quarter ended June 30, 2015, the Corporation successfully completed an $8.2 million private placement common stock offering and issued 350,000 shares of common stock. During the quarter ended September 30, 2015, the Corporation used a portion of the proceeds from the offering to redeem all $5.0 million of remaining preferred stock outstanding that had been issued to the United States Treasury Department pursuant to the Small Business Lending Fund program. Book value and tangible book value per common share were $24.97 and $22.98, respectively, at September 30, 2015, compared to $24.14 and $21.66, respectively, at December 31, 2014.

At September 30, 2015, the Bank was considered “well-capitalized” under the new Basel III capital rules with a Tier 1 leverage ratio, Common Equity Tier 1 ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio of 8.84%, 13.76%, 13.76% and 15.02%, respectively. The Bank was also considered “well-capitalized” at December 31, 2014 under the previous U.S. risk-based capital rules with a Tier 1 leverage ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio of 8.25%, 14.84% and 13.58%, respectively.

RESULTS OF OPERATIONS

Comparison of Results for the Three Months Ended September 30, 2015 and 2014

General. Net income increased $498,000, or 48.7%, to $1.5 million for the three months ended September 30, 2015 from $1.0 million for the same period in 2014. This increase was the result of increases in net interest income and noninterest income of $248,000 and $450,000, respectively, and a $265,000 decrease in provision for loan losses, partially offset by increases in noninterest expense and provision for income taxes of $246,000 and $219,000, respectively.

Net interest income. Net interest income on a tax equivalent basis increased $223,000, or 5.1%, to $4.6 million for the three months ended September 30, 2015 from $4.4 million for the three months ended September 30, 2014. This increase can be attributed to an increase in tax equivalent interest income of $120,000 and a decrease in interest expense of $103,000.

Interest income. Interest income on a tax equivalent basis increased $120,000, or 2.3%, to $5.3 million for the three months ended September 30, 2015 from $5.2 million for the same period in 2014. This increase can be attributed to a $236,000 increase in interest earned on loans, partially offset by decreases in interest earned on securities, interest earning deposits with banks and dividends on federal bank stocks of $98,000, $15,000 and $3,000, respectively.

Tax equivalent interest earned on loans receivable increased $236,000, or 5.6%, to $4.5 million for the three months ended September 30, 2015 compared to $4.2 million for the same period in 2014. This increase resulted from a $36.4 million, or 9.9% increase in average loans, accounting for an increase of $409,000 in interest income. Partially offsetting this favorable volume variance, the average yield on loans decreased 18 basis points to 4.40% for the three months ended September 30, 2015, versus 4.58% for the same period in 2014. This unfavorable yield variance accounted for a $173,000 decrease in interest income.

Tax equivalent interest earned on securities decreased $98,000, or 11.3%, to $767,000 for the three months ended September 30, 2015 compared to $865,000 for the three months ended September 30, 2014. This decrease resulted from a $10.7 million, or 7.2% decrease in the average balance of securities, accounting for a $60,000 decrease in interest income. The average yield on securities decreased 10 basis points to 2.21% for the three months ended September 30, 2015, versus 2.31% for the same period in 2014. This unfavorable yield variance accounted for a $38,000 decrease in interest income.

Interest earned on deposits with banks decreased $15,000, or 50.0%, to $15,000 for the three months ended September 30, 2015 compared to $30,000 for the three months ended September 30, 2014. This decrease resulted from a $35.6 million decrease in the average balance of interest-earning deposits, accounting for a decrease of $32,000 in interest income. The average yield on these accounts increased 24 basis points to 0.49% for the three months ended September 30, 2015, versus 0.25% for the same period in 2014, accounting for a $17,000 increase in interest income.

29

Dividends on federal bank stocks decreased $3,000, or 9.1%, to $30,000 for the three months ended September 30, 2015 from $33,000 for the same period in 2014. This decrease resulted from a decrease in the average balance of federal bank stocks of $310,000, or 11.1%, accounting for a $4,000 decrease in interest income. Partially offsetting this unfavorable volume variance, the average yield on federal bank stocks increased 11 basis points to 4.80% for the three months ended September 30, 2015, compared to 4.69% for the same period in 2014, accounting for a $1,000 increase in interest income.

Interest expense. Interest expense decreased $103,000, or 13.0%, to $687,000 for the three months ended September 30, 2015 from $790,000 for the same period in 2014. This decrease in interest expense can be attributed to a decreases in interest incurred on deposits and borrowed funds of $84,000 and $19,000, respectively.

Interest expense incurred on deposits decreased $84,000, or 13.6%, to $532,000 for the three months ended September 30, 2015 compared to $616,000 for the same period in 2014. The average cost of interest-bearing deposits decreased 5 basis points to 0.54% for the three months ended September 30, 2015, compared to 0.59% for the same period in 2014, resulting in a $46,000 decrease in interest expense. Additionally, the average balance of interest-bearing deposits decreased $26.4 million, or 6.4%, to $387.6 million for the three months ended September 30, 2015, compared to $414.0 million for the same period in 2014 causing a $38,000 decrease in interest expense. Average noninterest bearing deposits increased $5.1 million, or 4.4%, to $120.6 million from $115.5 million, facilitating the overall decline in the Corporation’s cost of funds.

Interest expense incurred on borrowed funds decreased $19,000, or 10.9%, to $155,000 for the three months ended September 30, 2015, compared to $174,000 for the same period in the prior year. The average cost of borrowed funds decreased 103 basis points to 2.99% for the three months ended September 30, 2015, compared to 4.02% for the same period in 2014, resulting in a $34,000 decrease in interest expense. Partially offsetting this favorable yield variance, the average balance of borrowed funds increased $3.4 million, or 19.8%, to $20.5 million for the three months ended September 30, 2015, compared to $17.2 million for the same period in 2014 causing a $15,000 increase in interest expense. The increase in the average balance of borrowed funds resulted from increased overnight borrowings utilized by the Bank to support loan growth and general operating fluctuations.

30

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resulting average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average loan balances include nonaccrual loans and exclude the allowance for loan losses and interest income includes accretion of net deferred loan fees. Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis. The information is based on average daily balances during the periods presented.

(Dollar amounts in thousands)	Three months ended September 30,
	2015							2014
	Average				Yield /			Average				Yield /
	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Loans, taxable	$	378,657	$	4,170		4.37	%	$	340,810	$	3,913		4.56	%
Loans, tax exempt		24,672		303		4.88	%		26,088		324		4.93	%
Total loans receivable		403,329		4,473		4.40	%		366,898		4,237		4.58	%
Securities, taxable		105,071		481		1.82	%		114,147		521		1.81	%
Securities, tax exempt		32,582		286		3.48	%		34,156		344		3.99	%
Total securities		137,653		767		2.21	%		148,303		865		2.31	%
Interest-earning deposits with banks		12,252		15		0.49	%		47,867		30		0.25	%
Federal bank stocks		2,481		30		4.80	%		2,791		33		4.69	%
Total interest-earning cash equivalents		14,733		45		1.21	%		50,658		63		0.49	%
Total interest-earning assets		555,715		5,285		3.77	%		565,859		5,165		3.62	%
Cash and due from banks		2,524							2,403
Other noninterest-earning assets		35,658							31,505
Total Assets	$	593,897						$	599,767
Interest-bearing liabilities:
Interest-bearing demand deposits	$	268,979	$	100		0.15	%	$	292,847	$	120		0.16	%
Time deposits		118,625		432		1.44	%		121,144		496		1.62	%
Total interest-bearing deposits		387,604		532		0.54	%		413,991		616		0.59	%
Borrowed funds, short-term		5,541		5		0.36	%		2,150		23		4.31	%
Borrowed funds, long-term		15,000		150		3.97	%		15,000		151		3.98	%
Total borrowed funds		20,541		155		2.99	%		17,150		174		4.02	%
Total interest-bearing liabilities		408,145		687		0.67	%		431,141		790		0.73	%
Noninterest-bearing demand deposits		120,586		-		-			115,485		-		-
Funding and cost of funds		528,731		687		0.52	%		546,626		790		0.57	%
Other noninterest-bearing liabilities		7,750							5,415
Total Liabilities		536,481							552,041
Stockholders' Equity		57,416							47,726
Total Liabilities and Stockholders' Equity	$	593,897						$	599,767
Net interest income			$	4,598						$	4,375
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)						3.11	%						2.89	%
Net interest margin (net interest income as a percentage of average interest-earning assets)						3.28	%						3.07	%

31

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Corporation’s interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate), rate (change in rate multiplied by prior year volume) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on loans and securities reflect the changes in interest income on a fully tax equivalent basis.

(Dollar amounts in thousands)	Three months ended September 30,
	2015 versus 2014
	Increase (Decrease) due to
	Volume			Rate			Total
Interest income:
Loans	$	409		$	(173	)	$	236
Securities		(60	)		(38	)		(98	)
Interest-earning deposits with banks		(32	)		17			(15	)
Federal bank stocks		(4	)		1			(3	)
Total interest-earning assets		313			(193	)		120
Interest expense:
Interest-bearing deposits		(38	)		(46	)		(84	)
Borrowed funds, short-term		15			(33	)		(18	)
Borrowed funds, long-term		-			(1	)		(1	)
Total interest-bearing liabilities		(23	)		(80	)		(103	)
Net interest income	$	336		$	(113	)	$	223

Provision for loan losses. The Corporation records provisions for loan losses to maintain a level of total allowance for loan losses that management believes, to the best of its knowledge, covers all probable incurred losses estimable at each reporting date. Management considers historical loss experience, the present and prospective financial condition of borrowers, current conditions (particularly as they relate to markets where the Corporation originates loans), the status of nonperforming assets, the estimated underlying value of the collateral and other factors related to the collectability of the loan portfolio.

Information pertaining to the allowance for loan losses and nonperforming assets for the three months ended September 30, 2015 and 2014 is as follows:

(Dollar amounts in thousands)	As of or for the three months ended
	September 30,
	2015			2014
Balance at the beginning of the period	$	5,370		$	5,046
Provision for (recovery of) loan losses		(102	)		163
Charge-offs		(209	)		(92	)
Recoveries		20			13
Balance at the end of the period	$	5,079		$	5,130
Nonperforming loans	$	5,032		$	7,733
Nonperforming assets		5,199			7,837
Nonperforming loans to total loans		1.22	%		2.07	%
Nonperforming assets to total assets		0.89	%		1.32	%
Allowance for loan losses to total loans		1.24	%		1.37	%
Allowance for loan losses to non-performing loans		100.93	%		66.34	%

32

Nonperforming loans decreased $2.7 million to $5.0 million at September 30, 2015 from $7.7 million at September 30, 2014. The decrease in nonperforming loans was primarily due to the full payoff of a $2.4 million loan relationship during the second quarter of 2015 which was placed on nonaccrual status during the quarter ended June 30, 2014. The relationship, which was considered impaired, consisted of six commercial business loans, one commercial real estate loan and one residential mortgage. The Corporation also received a full payoff of a $1.3 million nonperforming consumer loan during the fourth quarter of 2014. Additionally, a previously nonperforming $474,000 commercial relationship was placed back on accrual status during the quarter ended September 30, 2015, after the Corporation received information from the borrower which reflected a strengthened financial condition. Partially offsetting these decreases, a $525,000 loan relationship consisting of a residential mortgage and a home equity line of credit was placed on nonaccrual status during the quarter ended March 31, 2015 due to the borrower’s inadequate cash flow. The loans are secured by a personal residence. In addition, a $1.1 million loan relationship consisting of two commercial business loans and one commercial real estate loan was placed on nonaccrual status during the quarter ended June 30, 2015 due to the borrower’s weakened financial position. The loans are secured by various assets of the business. Of the $5.0 million in nonperforming loans, $3.2 million were not past due at September 30, 2015. During the three months ended September 30, 2015, nonperforming loans decreased $423,000, primarily due to the aforementioned loan that was placed back on accrual status.

As of September 30, 2015, the Corporation’s classified and criticized assets amounted to $10.0 million, or 1.7% of total assets, with $9.2 million classified as substandard and $980,000 identified as special mention. This compares to classified and criticized assets of $12.6 million, or 2.2% of total assets, with $10.8 million classified as substandard and $1.8 million identified as special mention at December 31, 2014.

The provision for loan losses decreased $265,000 to a $102,000 recovery for the three months ended September 30, 2015 from a $163,000 expense for the same period in the prior year. While the Corporation’s average loan balances increased $36.4 million for the three months ended September 30, 2015 compared to the same period in the prior year, the provision for loan losses decreased due to a positive impact in the allowance for loan losses following an improvement in the historical loss ratios and the improvement of two large commercial loan relationships which previously had substantial specific reserves allocated.

Noninterest income. Noninterest income increased $450,000, or 48.4%, to $1.4 million for the three months ended September 30, 2015, compared to $929,000 for the same period in the prior year. This increase resulted from a $442,000 increase in net gains on the sale of securities as the Corporation sold $28.4 million of securities to accommodate loan production. These sales generated net gains totaling $533,000 during the third quarter of 2015, compared to $91,000 of net gains realized for the same period in the prior year. Excluding the gains on securities, noninterest income increased $8,000 to $846,000 for the quarter ended September 30, 2015 from $838,000 for the same period in 2014.

Noninterest expense. Noninterest expense increased $246,000, or 6.9%, to $3.9 million for the three months ended September 30, 2015, compared to $3.7 million for the same period in the prior year. This increase in noninterest expense can be attributed to increases in compensation and employee benefits, premises and equipment, professional fees, FDIC expense and other noninterest expense of $178,000, $12,000, $39,000, $2,000 and $20,000, respectively, partially offset by a decrease in intangible amortization of $5,000.

Compensation and employee benefits expense increased $178,000, or 9.8%, to $2.0 million for the three months ended September 30, 2015 compared to $1.8 million for the same period in the prior year. This increase can be attributed to normal salary and wage increases and higher payroll taxes and incentive compensation expense.

Professional fees increased $39,000, or 27.5%, to $181,000 for the three months ended September 30, 2015 compared to $142,000 for the same period in the prior year. This increase primarily related to increased legal costs.

Other noninterest expense increased $20,000, or 2.1%, to $956,000 for the three months ended September 30, 2015 compared to $936,000 for the same period in the prior year.

The Corporation recognized $49,000 of core deposit intangible amortization expense during the third quarter of 2015 compared to $54,000 for the same period in the prior year. This amortization relates to a branch acquisition completed in the third quarter of 2009. Further discussion of goodwill and intangible assets related to the branch office acquisition can be found in the “Notes to Consolidated Financial Statements” beginning on page 6.

33

Provision for income taxes. The provision for income taxes increased $219,000, or 90.9%, to $460,000 for the three months ended September 30, 2015 compared to $241,000 for the same period in the prior year. This increase was driven primarily by the increase in income before provision for taxes of $717,000, or 56.8%, to $2.0 million for the three months ended September 30, 2015 compared to $1.3 million for the same period in the prior year. The Corporation’s effective tax rate increased to 23.2% for the third quarter of 2015 from 19.1% for the same quarter in the prior year. The difference between the statutory rate of 34% and the Corporation’s effective tax rate of 23.2% for the quarter ended September 30, 2015 was due to tax-exempt income earned on certain tax-free loans and securities and bank-owned life insurance.

Comparison of Results for the Nine Months Ended September 30, 2015 and 2014

General. Net income increased $487,000, or 17.7%, to $3.2 million for the nine months ended September 30, 2015 compared to $2.7 million for the nine months ended September 30, 2014. This increase was the result of a $939,000 increase in net interest income and a $239,000 decrease in provision for loan losses, partially offset by a decrease in noninterest income of $195,000 and increases in noninterest expense and provision for income taxes of $294,000 and $202,000, respectively.

Net interest income. Net interest income on a tax equivalent basis increased $908,000, or 7.0%, to $13.8 million for the nine months ended September 30, 2015 from $12.9 million for the nine months ended September 30, 2014. This increase can be attributed to an increase in tax equivalent interest income of $748,000 and a decrease in interest expense of $160,000.

Interest income. Interest income on a tax equivalent basis increased $748,000, or 4.9%, to $15.9 million for the nine months ended September 30, 2015 from $15.2 million for the same period in 2014. This increase can be attributed to increases in interest earned on loans and dividends on federal bank stocks of $820,000 and $20,000, respectively, partially offset by decreases in interest earned on securities and interest earning deposits with banks of $74,000 and $18,000, respectively.

Tax equivalent interest earned on loans receivable increased $820,000, or 6.6%, to $13.3 million for the nine months ended September 30, 2015 compared to $12.5 million for the same period in 2014. This increase resulted from a $36.5 million, or 10.2% increase in average loans, accounting for an increase of $1.2 million in interest income. Partially offsetting this favorable volume variance, the average yield on loans decreased 15 basis points to 4.52% for the nine months ended September 30, 2015, versus 4.67% for the same period in 2014. This unfavorable yield variance accounted for a $424,000 decrease in interest income. Included in interest earned on loans receivable for the nine months ended September 30, 2015, the Corporation recorded $145,000 of recovered interest related to the payoff of two nonperforming loan relationships totaling $2.8 million during the second quarter.

Dividends on federal bank stocks increased $20,000, or 17.9%, to $132,000 for the nine months ended September 30, 2015 from $112,000 for the same period in 2014. This increase resulted from an increase in the average yield on federal bank stocks to 7.54% for the nine months ended September 30, 2015, compared to 4.97% for the same period in 2014, accounting for a $49,000 increase in interest income. The increase in the yield was the result of an increase in the FHLB’s quarterly dividend rate and a 2.50% special dividend paid by the FHLB during the first quarter of 2015. Partially offsetting this favorable yield variance, the average balance of federal bank stocks decreased $673,000, or 22.3%, accounting for a $29,000 decrease in interest income.

Tax equivalent interest earned on securities decreased $74,000, or 3.0%, to $2.4 million for the nine months ended September 30, 2015 compared to $2.5 million for the nine months ended September 30, 2014. This decrease resulted from a 21 basis point decrease in the average yield on securities to 2.22% for the nine months ended September 30, 2015, versus 2.43% for the same period in 2014. This unfavorable yield variance accounted for a $220,000 decrease in interest income. Partially offsetting this unfavorable yield variance, the average balance of securities increased $8.3 million, or 6.0%, accounting for an increase of $146,000 in interest income.

34

Interest earned on deposits with banks decreased $18,000, or 26.5%, to $50,000 for the nine months ended September 30, 2015 compared to $68,000 for the nine months ended September 30, 2014. The average balance of these accounts decreased $19.5 million, or 60.1%, accounting for a decrease of $55,000 in interest income. Partially offsetting the unfavorable volume variance, the average yield on these accounts increased 24 basis points to 0.52% for the nine months ended September 30, 2015, versus 0.28% for the same period in 2014, accounting for a $37,000 increase in interest income.

Interest expense. Interest expense decreased $160,000, or 7.0%, to $2.1 million for the nine months ended September 30, 2015 from $2.3 million for the same period in 2014. This decrease in interest expense can be attributed to a decrease in interest incurred on deposits of $171,000, partially offset by an increase in interest incurred on borrowed funds of $11,000.

Interest expense incurred on deposits decreased $171,000, or 9.6%, to $1.6 million for the nine months ended September 30, 2015 compared to $1.8 million for the same period in 2014. The average cost of interest-bearing deposits decreased 8 basis points to 0.55% for the nine months ended September 30, 2015, compared to 0.63% for the same period in 2014, resulting in a $230,000 decrease in interest expense. Partially offsetting this favorable variance, the average balance of interest-bearing deposits increased $12.9 million, or 3.4%, to $393.9 million for the nine months ended September 30, 2015, compared to $381.0 million for the same period in 2014 causing a $59,000 increase in interest expense. Average noninterest bearing deposits increased $5.8 million, or 5.2%, to $117.6 million from $111.9 million, facilitating the overall decline in the Corporation’s cost of funds.

Interest expense incurred on borrowed funds increased $11,000, or 2.2%, to $514,000 for the nine months ended September 30, 2015, compared to $503,000 for the same period in the prior year. The average cost of borrowed funds increased 6 basis points to 3.48% for the nine months ended September 30, 2015, compared to 3.42% for the same period in 2014, resulting in a $22,000 increase in interest expense. Additionally, the average balance of short term borrowed funds increased $1.2 million, or 33.8%, to $4.8 million for the nine months ended September 30, 2015, compared to $3.6 million for the same period in 2014 causing a $20,000 increase in interest expense. Partially offsetting these unfavorable variances, the average balance of long term borrowed funds decreased $1.1 million, or 6.9%, to $15.0 million for the nine months ended September 30, 2015, compared to $16.1 million for the same period in 2014 causing a $31,000 decrease in interest expense. Interest expense on long term borrowed funds for the nine months ended September 30, 2014 was reduced by $53,000 related to capitalized interest costs on the construction of a new branch banking office in Cranberry Township, Pennsylvania, which opened in May 2014.

35

Average Balance Sheet and Yield/Rate Analysis. The following table sets forth, for the periods indicated, information concerning the total dollar amounts of interest income from interest-earning assets and the resulting average yields, the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs, net interest income, interest rate spread and the net interest margin earned on average interest-earning assets. For purposes of this table, average loan balances include nonaccrual loans and exclude the allowance for loan losses and interest income includes accretion of net deferred loan fees. Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully tax equivalent basis. The information is based on average daily balances during the periods presented.

(Dollar amounts in thousands)	Nine months ended September 30,
	2015							2014
	Average				Yield /			Average				Yield /
	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Loans, taxable	$	369,508	$	12,407		4.49	%	$	336,455	$	11,685		4.64	%
Loans, tax exempt		25,061		919		4.90	%		21,572		821		5.09	%
Total loans receivable		394,569		13,326		4.52	%		358,027		12,506		4.67	%
Securities, taxable		112,991		1,525		1.80	%		102,382		1,417		1.85	%
Securities, tax exempt		32,797		895		3.65	%		35,090		1,077		4.10	%
Total securities		145,788		2,420		2.22	%		137,472		2,494		2.43	%
Interest-earning deposits with banks		12,971		50		0.52	%		32,511		68		0.28	%
Federal bank stocks		2,340		132		7.54	%		3,013		112		4.97	%
Total interest-earning cash equivalents		15,311		182		1.59	%		35,524		180		0.68	%
Total interest-earning assets		555,668		15,928		3.83	%		531,023		15,180		3.82	%
Cash and due from banks		2,444							2,243
Other noninterest-earning assets		33,895							31,127
Total Assets	$	592,007						$	564,393
Interest-bearing liabilities:
Interest-bearing demand deposits	$	274,186	$	309		0.15	%	$	261,903	$	306		0.16	%
Time deposits		119,691		1,304		1.46	%		119,057		1,478		1.66	%
Total interest-bearing deposits		393,877		1,613		0.55	%		380,960		1,784		0.63	%
Borrowed funds, short-term		4,783		65		1.81	%		3,574		72		2.69	%
Borrowed funds, long-term (1)		15,000		449		4.01	%		16,117		431		3.58	%
Total borrowed funds		19,783		514		3.48	%		19,691		503		3.42	%
Total interest-bearing liabilities		413,660		2,127		0.69	%		400,651		2,287		0.76	%
Noninterest-bearing demand deposits		117,628		-		-			111,854		-		-
Funding and cost of funds		531,288		2,127		0.54	%		512,505		2,287		0.60	%
Other noninterest-bearing liabilities		8,324							4,954
Total Liabilities		539,612							517,459
Stockholders' Equity		52,395							46,934
Total Liabilities and Stockholders' Equity	$	592,007						$	564,393
Net interest income			$	13,801						$	12,893
Interest rate spread (difference between weighted average rate on interest-earning assets and interest-bearing liabilities)						3.15	%						3.06	%
Net interest margin (net interest income as a percentage of average interest-earning assets)						3.32	%						3.25	%

(1) Interest on long-term borrowed funds for the nine month period ended September 30, 2014 was reduced by $53,000 related to capitalized interest costs on construction in progress.

36

Analysis of Changes in Net Interest Income. The following table analyzes the changes in interest income and interest expense in terms of: (1) changes in volume of interest-earning assets and interest-bearing liabilities and (2) changes in yields and rates. The table reflects the extent to which changes in the Corporation’s interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate), rate (change in rate multiplied by prior year volume) and changes attributable to the combined impact of volume/rate (change in rate multiplied by change in volume). The changes attributable to the combined impact of volume/rate are allocated on a consistent basis between the volume and rate variances. Changes in interest income on loans and securities reflect the changes in interest income on a fully tax equivalent basis.

(Dollar amounts in thousands)	Nine months ended September 30,
	2015 versus 2014
	Increase (Decrease) due to
	Volume			Rate			Total
Interest income:
Loans	$	1,244		$	(424	)	$	820
Securities		146			(220	)		(74	)
Interest-earning deposits with banks		(55	)		37			(18	)
Federal bank stocks		(29	)		49			20
Total interest-earning assets		1,306			(558	)		748
Interest expense:
Interest-bearing deposits		59			(230	)		(171	)
Borrowed funds, short-term		20			(27	)		(7	)
Borrowed funds, long-term		(31	)		49			18
Total interest-bearing liabilities		48			(208	)		(160	)
Net interest income	$	1,258		$	(350	)	$	908

Provision for loan losses. The Corporation records provisions for loan losses to maintain a level of total allowance for loan losses that management believes, to the best of its knowledge, covers all probable incurred losses estimable at each reporting date. Management considers historical loss experience, the present and prospective financial condition of borrowers, current conditions (particularly as they relate to markets where the Corporation originates loans), the status of nonperforming assets, the estimated underlying value of the collateral and other factors related to the collectability of the loan portfolio.

Information pertaining to the allowance for loan losses and nonperforming assets for the nine months ended September 30, 2015 and 2014 is as follows:

(Dollar amounts in thousands)	As of or for the nine months ended
	September 30,
	2015			2014
Balance at the beginning of the period	$	5,224		$	4,869
Provision for loan losses		269			508
Charge-offs		(509	)		(289	)
Recoveries		95			42
Balance at the end of the period	$	5,079		$	5,130
Non-performing loans	$	5,032		$	7,733
Non-performing assets		5,199			7,837
Non-performing loans to total loans		1.22	%		2.07	%
Non-performing assets to total assets		0.89	%		1.32	%
Allowance for loan losses to total loans		1.24	%		1.37	%
Allowance for loan losses to non-performing loans		100.93	%		66.34	%

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Nonperforming loans decreased $2.7 million to $5.0 million at September 30, 2015 from $7.7 million at September 30, 2014. The decrease in nonperforming loans was primarily due to the full payoff of a $2.4 million loan relationship during the second quarter of 2015 which was placed on nonaccrual status during the quarter ended June 30, 2014. The relationship, which was considered impaired, consisted of six commercial business loans, one commercial real estate loan and one residential mortgage. The Corporation also received a full payoff of a $1.3 million nonperforming consumer loan during the fourth quarter of 2014. Additionally, a previously nonperforming $474,000 commercial relationship was placed back on accrual status during the quarter ended September 30, 2015, after the Corporation received information from the borrower which reflected a strengthened financial condition. Partially offsetting these decreases, a $525,000 loan relationship consisting of a residential mortgage and a home equity line of credit was placed on nonaccrual status during the quarter ended March 31, 2015 due to the borrower’s inadequate cash flow. The loans are secured by a personal residence. In addition, a $1.1 million loan relationship consisting of two commercial business loans and one commercial real estate loan was placed on nonaccrual status during the quarter ended June 30, 2015 due to the borrower’s weakened financial position. The loans are secured by various assets of the business. Of the $5.0 million in nonperforming loans, $3.2 million were not past due at September 30, 2015. During the nine months ended September 30, 2015, nonperforming loans decreased $1.9 million, due to the aforementioned activity.

As of September 30, 2015, the Corporation’s classified and criticized assets amounted to $10.0 million, or 1.7% of total assets, with $9.2 million classified as substandard and $980,000 identified as special mention. This compares to classified and criticized assets of $12.6 million, or 2.2% of total assets, with $10.8 million classified as substandard and $1.8 million identified as special mention at December 31, 2014.

The provision for loan losses decreased $239,000, or 47.1%, to $269,000 for the nine months ended September 30, 2015 from $508,000 for the same period in the prior year. While the Corporation’s average loan balances increased $36.5 million for the nine months ended September 30, 2015 compared to the same period in the prior year, the provision for loan losses decreased due to a positive impact in the allowance for loan losses due to an improvement in the historical loss ratios and the improvement of two large commercial real estate loan relationships which previously had substantial specific reserves allocated.

Noninterest income. Noninterest income decreased $195,000, or 6.1%, to $3.0 million for the nine months ended September 30, 2015, compared to $3.2 million for the same period in the prior year. This decrease resulted primarily from a $181,000 decrease in gains realized on the sale of securities, which were $748,000 for the nine months ended September 30, 2014 compared to $567,000 for the same period in 2015. Gains realized in the 2014 period related to a balance sheet management strategy whereby securities were sold to prepay a $5.0 million FHLB long term advance and associated security gains were used to offset the impact of prepayment penalties associated with the early retirement of the advance. Gain recognized in the 2015 period related to the sale of securities to fund loan growth. Excluding the gains on securities, noninterest income decreased $14,000 to $2.4 million for the nine months ended September 30, 2015 and 2014 due to a decrease in fees and service charges of $69,000, partially offset by an increase in rental income of $43,000.

Noninterest expense. Noninterest expense increased $294,000 to $11.9 million for the nine months ended September 30, 2015, compared to $11.6 million for the same period in the prior year. This increase in noninterest expense can be attributed to increases in compensation and employee benefits, premises and equipment, professional fees and FDIC expense of $523,000, $133,000, $72,000 and $21,000, respectively, partially offset by decreases in other noninterest expense and intangible amortization of $434,000 and $21,000, respectively.

Compensation and employee benefits expense increased $523,000, or 9.3%, to $6.1 million for the nine months ended September 30, 2015 compared to $5.6 million for the same period in the prior year. This increase can be attributed to normal salary and wage increases and higher payroll taxes, employee benefit costs, employee retirement expenses, stock compensation expense and incentive compensation expense.

Premises and equipment expense increased $133,000, or 7.2%, to $2.0 million for the nine months ended September 30, 2015 compared to $1.8 million for the same period in the prior year. This increase is primarily related to an increase in depreciation costs associated with the Cranberry Township branch office which opened in May 2014, and the replacement of the Corporation’s fleet of automated teller machines during the fourth quarter of 2014.

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Professional fees increased $72,000, or 14.8%, to $560,000 for the nine months ended September 30, 2015 compared to $488,000 for the same period in the prior year. This increase primarily related to increased legal costs and other professional fees related to merger and acquisition related activities.

The Corporation recognized $146,000 of core deposit intangible amortization expense during the nine months ended September 30, 2015 compared to $167,000 for the same period in the prior year. This amortization relates to a branch acquisition completed in the third quarter of 2009. Further discussion of goodwill and intangible assets related to the branch office acquisition can be found in the “Notes to Consolidated Financial Statements” beginning on page 6.

FDIC insurance increased $21,000, or 7.9%, to $287,000 for the nine months ended September 30, 2015 compared to $266,000 for the same period in the prior year.

Other noninterest expense decreased $434,000, or 13.4%, to $2.8 million for the nine months ended September 30, 2015 compared to $3.3 million for the same period in the prior year. During the nine months ended September 30, 2014, the Corporation recorded a $550,000 prepayment penalty assessed on the aforementioned early retirement of debt.

Noninterest expense for the nine months ended September 30, 2015 included $332,000 in costs related to the Cranberry Township branch office which opened in May 2014, compared to $220,000 in costs recognized during the same period in 2014. Excluding the costs related to the new branch office and the aforementioned prepayment penalty, noninterest expense increased $732,000, or 6.8% for the nine months ended September 30, 2015 compared to the same period in the prior year.

Provision for income taxes. The provision for income taxes increased $202,000, or 29.9%, to $877,000 for the nine months ended September 30, 2015 compared to $675,000 for the same period in the prior year. This increase was driven primarily by the increase in income before provision for taxes of $689,000, or 20.2%, to $4.1 million for the nine months ended September 30, 2015 compared to $3.4 million for the same period in the prior year. The Corporation’s effective tax rate increased to 21.4% for the first nine months of 2015 from 19.8% for the same quarter in the prior year. The difference between the statutory rate of 34% and the Corporation’s effective tax rate of 19.8% for the nine months ended September 30, 2015 was due to tax-exempt income earned on certain tax-free loans and securities and bank-owned life insurance.

LIQUIDITY

The Corporation’s primary sources of funds generally have been deposits obtained through the offices of the Bank, borrowings from the FHLB and Federal Reserve, and amortization and prepayments of outstanding loans and maturing securities. During the nine months ended September 30, 2015, the Corporation used its sources of funds primarily to fund loan purchases and advances. As of September 30, 2015, the Corporation had outstanding loan commitments, including undisbursed loans and amounts available under credit lines, totaling $70.1 million, and standby letters of credit totaling $150,000.

At September 30, 2015, time deposits amounted to $118.6 million, or 23.5% of the Corporation’s total consolidated deposits, including approximately $37.2 million of which are scheduled to mature within the next year. Management of the Corporation believes (i) it has adequate resources to fund all of its commitments, (ii) all of its commitments will be funded as required by related maturity dates and (iii) based upon past experience and current pricing policies, it can adjust the rates of time deposits to retain a substantial portion of maturing liabilities if necessary.

Aside from liquidity available from customer deposits or through sales and maturities of securities, the Corporation has alternative sources of funds such as a term borrowing capacity from the FHLB and the Federal Reserve’s discount window. At September 30, 2015, the Corporation had borrowed funds of $16.4 million consisting of $15.0 million in long-term FHLB advances and a $1.4 million short-term advance on a line of credit with a correspondent bank. At September 30, 2015, the Corporation’s borrowing capacity with the FHLB, net of funds borrowed and other commitments, was $161.9 million.

Management is not aware of any conditions, including any regulatory recommendations or requirements, which would adversely impact its liquidity or its ability to meet funding needs in the ordinary course of business.

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RECENT REGULATORY DEVELOPMENTS

In July 2013, the Office of the Comptroller of the Currency and the other federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the rule established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets), phases out certain kinds of intangibles and instruments treated as capital and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. The Bank elected to opt-out of this regulatory capital provision. By opting out of the provision, the Bank retains what is known as the accumulated other comprehensive income filter. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The new capital rules maintain the general structure of the prompt corrective action rules, but incorporate the new common equity Tier 1 capital requirement and the increased Tier 1 risk-weighted asset requirement into the prompt corrective action framework.

The final rule became effective for the Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule also implements consolidated capital requirements for bank holding companies, such as the Corporation, effective January 1, 2015. However, in April 2015, the Federal Reserve raised from $500 million to $1 billion the asset size threshold that qualifies a bank holding company for coverage under the Federal Reserve’s Small Bank Holding Company Policy Statement, provided that it meets certain conditions. Among other things, a qualifying bank holding company is not subject to consolidated regulatory capital requirements. The Corporation qualifies for coverage under the Federal Reserve’s Small Bank Holding Company Policy Statement and, therefore, is not subject to consolidated regulatory capital requirements.

CRITICAL ACCOUNTING POLICIES

The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industry in which it operates. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain policies inherently have a greater reliance on the use of estimates, and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates or judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily though the use of internal cash flow modeling techniques.

The most significant accounting policies followed by the Corporation are presented in Note 1 to the consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014. These policies, along with the disclosures presented in the other financial statement notes provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management has identified the following as critical accounting policies.

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Allowance for loan losses. The Corporation considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management’s review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions and other pertinent factors, including management’s assumptions as to delinquencies, recoveries and losses. All of these factors may be susceptible to significant change. Among the many factors affecting the allowance for loan losses, some are quantitative while others require qualitative judgment. Although management believes its process for determining the allowance adequately considers all of the potential factors that could potentially result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact the Corporation’s financial condition or earnings in future periods.

Other-than-temporary impairment. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic, market or other concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether the Corporation has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.

Goodwill and intangible assets. Goodwill represents the excess cost over fair value of assets acquired in a business combination. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. The impairment test is a two-step process that begins with an initial impairment evaluation. If the initial evaluation suggests that an impairment of the asset value exists, the second step is to determine the amount of the impairment. If the tests conclude that goodwill is impaired, the carrying value is adjusted and an impairment charge is recorded. As of November 30, 2014, the required annual impairment test of goodwill was performed and management concluded that no impairment existed as of that date. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk for the Corporation consists primarily of interest rate risk exposure and liquidity risk. Since virtually all of the interest-earning assets and interest-bearing liabilities are at the Bank, virtually all of the interest rate risk and liquidity risk lies at the Bank level. The Bank is not subject to currency exchange risk or commodity price risk, and has no trading portfolio, and therefore, is not subject to any trading risk. In addition, the Bank does not participate in hedging transactions such as interest rate swaps and caps. Changes in interest rates will impact both income and expense recorded and also the market value of long-term interest-earning assets and interest-bearing liabilities. Interest rate risk and liquidity risk management is performed at the Bank level. Although the Bank has a diversified loan portfolio, loans outstanding to individuals and businesses depend upon the local economic conditions in the immediate trade area.

One of the primary functions of the Corporation’s asset/liability management committee is to monitor the level to which the balance sheet is subject to interest rate risk. The goal of the asset/liability committee is to manage the relationship between interest rate sensitive assets and liabilities, thereby minimizing the fluctuations in the net interest margin, which achieves consistent growth of net interest income during periods of changing interest rates.

Interest rate sensitivity is the result of differences in the amounts and repricing dates of the Bank’s rate sensitive assets and rate sensitive liabilities. These differences, or interest rate repricing “gap”, provide an indication of the extent that the Corporation’s net interest income is affected by future changes in interest rates. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities and is considered negative when the amount of interest rate-sensitive liabilities exceeds the amount of interest rate-sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income and a positive gap would adversely affect net interest income. The closer to zero that gap is maintained, generally, the lesser the impact of market interest rate changes on net interest income.

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Assumptions about the timing and variability of cash flows are critical in gap analysis. Particularly important are the assumptions driving mortgage prepayments and the expected attrition of the core deposits portfolios. These assumptions are based on the Corporation’s historical experience, industry standards and assumptions provided by a federal regulatory agency, which management believes most accurately represents the sensitivity of the Corporation’s assets and liabilities to interest rate changes. As of September 30, 2015, the Corporation’s interest-earning assets maturing or repricing within one year totaled $165.8 million while the Corporation’s interest-bearing liabilities maturing or repricing within one-year totaled $162.7 million, providing an excess of interest-earning assets over interest-bearing liabilities of $3.1 million. At September 30, 2015, the percentage of the Corporation’s assets to liabilities maturing or repricing within one year was 101.9%.

For more information, see “Market Risk Management” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

Item 4. Controls and Procedures

The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e).

As of September 30, 2015, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s CEO and CFO, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on the foregoing, the Corporation’s CEO and CFO concluded that the Corporation’s disclosure controls and procedures were effective. There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Corporation completed its evaluation.

There has been no change made in the Corporation’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is involved in various legal proceedings occurring in the ordinary course of business. It is the opinion of management, after consultation with legal counsel, that these matters will not materially affect the Corporation’s consolidated financial position or results of operations.

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) Not applicable.

Item 6. Exhibits

Exhibit 31.1	Rule 13a-14(a) Certification of Principal Executive Officer
Exhibit 31.2	Rule 13a-14(a) Certification of Principal Financial Officer
Exhibit 32.1	CEO Certification Pursuant to 18 U.S.C. Section 1350
Exhibit 32.2	CFO Certification Pursuant to 18 U.S.C. Section 1350
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 Definitions Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMCLAIRE FINANCIAL CORP
Date:  November 16, 2015	By:	/s/ William C. Marsh
	William C. Marsh
	Chairman of the Board,
	President and Chief Executive Officer
Date:  November 16, 2015	By:	/s/ Matthew J. Lucco
	Matthew J. Lucco
	Chief Financial Officer
	Treasurer

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