Edgar Filing: AMERICAN NATIONAL BANKSHARES INC

march312010_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2010.

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

Commission file number: 0-12820

AMERICAN NATIONAL BANKSHARES INC.

(Exact name of registrant as specified in its charter)

VIRGINIA		54-1284688
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

628 Main Street
Danville, Virginia		24541
(Address of principal executive offices)		(Zip Code)

(434) 792-5111

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

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.

Yes

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

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Smaller reporting company o

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

Yes ¨ No x

At May 5, 2010, the Company had 6,123,275 shares of Common Stock outstanding, $1 par value.

AMERICAN NATIONAL BANKSHARES INC.

Index			Page

Part I.		FINANCIAL INFORMATION

	Item 1	Financial Statements

		Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	3

		Consolidated Statements of Income for the three months ended March 31, 2010 and 2009	4

		Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2010 and 2009	5

		Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	6

		Notes to Consolidated Financial Statements	7

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

	Item 4.	Controls and Procedures	31

Part II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	32

	Item 1A.	Risk Factors	32

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

	Item 3.	Defaults Upon Senior Securities	32

	Item 4.	(Removed and Reserved)	32

	Item 5.	Other Information	32

	Item 6.	Exhibits	32

SIGNATURES

Part I. Financial Information

Item 1. Financial Statements

American National Bankshares Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, except share data)

	(Unaudited)			(Audited)
	March 31,			December 31,
ASSETS	2010			2009
Cash and due from banks	$	11,059		$	13,250
Interest-bearing deposits in other banks		25,531			10,693

Securities available for sale, at fair value		190,949			188,795
Securities held to maturity (fair value of $6,014 at 3/31/10
and $6,763 at 12/31/09)		5,802			6,529
Total securities		196,751			195,324

Restricted stock, at cost		4,362			4,362
Loans held for sale		2,208			2,490

Loans, net of unearned income		515,366			527,991
Less allowance for loan losses		(8,112	)		(8,166	)
Net loans		507,254			519,825

Premises and equipment, net		19,145			19,195
Other real estate owned, net		3,815			3,414
Goodwill		22,468			22,468
Core deposit intangibles, net		1,603			1,698
Accrued interest receivable and other assets		16,458			16,254
Total assets	$	810,654		$	808,973

LIABILITIES and SHAREHOLDERS' EQUITY
Liabilities:
Demand deposits -- noninterest bearing	$	101,190		$	101,735
Demand deposits -- interest bearing		98,968			97,025
Money market deposits		79,225			75,554
Savings deposits		64,721			61,873
Time deposits		265,517			268,086
Total deposits		609,621			604,273

Customer repurchase agreements		60,372			65,929
Long-term borrowings		8,600			8,638
Trust preferred capital notes		20,619			20,619
Accrued interest payable and other liabilities		4,260			3,125
Total liabilities		703,472			702,584

Shareholders' equity:
Preferred stock, $5 par, 200,000 shares authorized,
none outstanding		-			-
Common stock, $1 par, 10,000,000 shares authorized,
6,123,275 shares outstanding at March 31, 2010 and
6,110,335 shares outstanding at December 31, 2009		6,123			6,110
Capital in excess of par value		27,063			26,962
Retained earnings		72,985			72,208
Accumulated other comprehensive income, net		1,011			1,109
Total shareholders' equity		107,182			106,389
Total liabilities and shareholders' equity	$	810,654		$	808,973

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

American National Bankshares Inc. and Subsidiaries
Consolidated Statements of Income
(Dollars in thousands, except share and per share data) (Unaudited)

	Three Months Ended
	March 31
	2010			2009
Interest and Dividend Income:
Interest and fees on loans	$	7,155		$	8,034
Interest and dividends on securities:
Taxable		1,316			1,120
Tax-exempt		466			386
Dividends		23			22
Other interest income		91			88
Total interest and dividend income		9,051			9,650

Interest Expense:
Interest on deposits		1,635			2,527
Interest on short-term borrowings		105			236
Interest on long-term borrowings		64			131
Interest on trust preferred capital notes		343			343
Total interest expense		2,147			3,237

Net Interest Income		6,904			6,413
Provision for Loan Losses		285			350

Net Interest Income After Provision for Loan Losses		6,619			6,063

Noninterest Income:
Trust fees		812			758
Service charges on deposit accounts		479			502
Other fees and commissions		278			242
Mortgage banking income		246			286
Brokerage fees		21			57
Securities gains (losses), net		(29	)		-
Foreclosed real estate gains (losses), net		(3	)		(1,179	)
Other		117			68
Total noninterest income		1,921			734

Noninterest Expense:
Salaries		2,398			2,531
Employee benefits		640			813
Occupancy and equipment		779			740
FDIC assessment		195			217
Bank franchise tax		167			163
Core deposit intangible amortization		94			94
Other		1,224			1,317
Total noninterest expense		5,497			5,875
Income Before Income Taxes		3,043			922
Income Taxes		858			154
Net Income	$	2,185		$	768

Net Income Per Common Share:
Basic	$	0.36		$	0.13
Diluted	$	0.36		$	0.13
Average Common Shares Outstanding:
Basic		6,119,415			6,081,998
Diluted		6,124,306			6,085,457

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

American National Bankshares Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
Three Months Ended March 31, 2010 and 2009
(Dollars in thousands) (Unaudited)

													Accumulated
	Common Stock						Capital in						Other			Total
							Excess of			Retained			Comprehensive			Shareholders'
	Shares			Amount			Par Value			Earnings			Income (Loss)			Equity

Balance, December 31, 2008		6,085,628		$	6,086		$	26,491		$	71,090		$	(1,367	)	$	102,300

Net income		-			-			-			768			-			768

Change in unrealized gains on securities
available for sale, net of tax, $181		-			-			-			-			336

Other comprehensive income														336			336

Total comprehensive income																	1,104

Stock repurchased and retired		(7,600	)		(8	)		(33	)		(80	)		-			(121	)

Stock options exercised		1,133			1			15			-			-			16

Stock option expense		-			-			15			-			-			15

Cash dividends declared, $0.23 per share		-			-			-			(1,399	)		-			(1,399	)

Balance, March 31, 2009		6,079,161		$	6,079		$	26,488		$	70,379		$	(1,031	)	$	101,915

Balance, December 31, 2009		6,110,335		$	6,110		$	26,962		$	72,208		$	1,109		$	106,389

Net income		-			-			-			2,185			-			2,185

Change in unrealized gains on securities
available for sale, net of tax, $(64)		-			-			-			-			(116	)

Add: Reclassification adjustment for losses
on impairment of securites, net of tax, $11		-			-			-			-			20

Less: Reclassification adjustment for gains
on securities available for sale, net of
tax of $ 0		-			-			-			-			(2	)

Other comprehensive loss														(98	)		(98	)

Total comprehensive income																	2,087

Stock repurchased and retired		-			-			-			-			-			-

Stock options exercised		2,764			3			42			-			-			45

Stock option expense		-			-			16			-			-			16

Equity based compensation		10,176			10			43			-			-			53

Cash dividends declared, $0.23 per share		-			-						(1,408	)		-			(1,408	)

Balance, March 31, 2010		6,123,275		$	6,123		$	27,063		$	72,985		$	1,011		$	107,182

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

American National Bankshares Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2010 and 2009
(Dollars in thousands) (Unaudited)

	2010			2009
Cash Flows from Operating Activities:
Net income	$	2,185		$	768
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses		285			350
Depreciation		323			338
Core deposit intangible amortization		94			94
Net amortization (accretion) of bond premiums and discounts		41			(67	)
Net gain on sale or call of securities		(2	)		-
Impairment of securities		31			-
Gain on loans held for sale		(222	)		(249	)
Proceeds from sales of loans held for sale		9,893			12,554
Originations of loans held for sale		(9,389	)		(13,323	)
Net loss on foreclosed real estate		3			1,179
Stock-based compensation expense		16			15
Equity based compensation		53			-
Deferred income tax benefit		(300	)		(423	)
Net change in interest receivable		(175	)		12
Net change in other assets		235			325
Net change in interest payable		(31	)		17
Net change in other liabilities		1,256			332
Net cash provided by operating activities		4,296			1,922

Cash Flows from Investing Activities:
Proceeds from maturities and calls of securities available for sale		33,857			8,995
Proceeds from maturities and calls of securities held to maturity		727			311
Purchases of securities available for sale		(36,232	)		(42,699	)
Net change in loans		11,760			1,387
Purchases of bank property and equipment		(273	)		(1,189	)
Proceeds from sales of foreclosed real estate		122			169
Net cash provided by (used in) investing activities		9,961			(33,026	)

Cash Flows from Financing Activities:
Net change in demand, money market, and savings deposits		7,917			995
Net change in time deposits		(2,569	)		25,755
Net change in repurchase agreements		(5,557	)		9,027
Net change in short-term borrowings		-			4,590
Net change in long-term borrowings		(38	)		(37	)
Cash dividends paid		(1,408	)		(1,399	)
Repurchase of stock		-			(121	)
Proceeds from exercise of stock options		45			16
Net cash (used in) provided by financing activities		(1,610	)		38,826

Net Increase in Cash and Cash Equivalents		12,647			7,722

Cash and Cash Equivalents at Beginning of Period		23,943			24,098

Cash and Cash Equivalents at End of Period	$	36,590		$	31,820

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

AMERICAN NATIONAL BANKSHARES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The consolidated financial statements include the accounts of American National Bankshares Inc. and its wholly owned subsidiary, American National Bank and Trust Company (collectively referred to as the “Company”). American National Bank offers a wide variety of retail, commercial, secondary market mortgage lending, and trust and investment services which also include non-deposit products such as mutual funds and insurance policies.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of foreclosed real estate.

In April 2006, AMNB Statutory Trust I, a Delaware statutory trust (the “Trust”) and a wholly owned subsidiary of the Company was formed for the purpose of issuing preferred securities (the “Trust Preferred Securities”) in a private placement pursuant to an applicable exemption from registration. Proceeds from the securities were used to fund the acquisition of Community First Financial Corporation (“Community First”) which occurred in April 2006. Refer to Note 9 for further details concerning this variable interest entity.

All significant inter-company transactions and accounts are eliminated in consolidation, with the exception of the Trust, as detailed in Note 9.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of March 31, 2010; the consolidated statements of income for the three months ended March 31, 2010 and 2009; the consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2010 and 2009; and the consolidated statements of cash flows for the three months ended March 31, 2010 and 2009. Operating results for the three month periods ended March 31, 2010 are not necessarily indicative of the results that may occur for the year ending December 31, 2010. Certain reclassifications have been made to prior period balances to conform to the current period presentation. These statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2009.

Note 2 – Recent Accounting Pronouncements

In June 2009, the FASB issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140”, was adopted into Codification in December 2009 through the issuance of Accounting Standards Updated (“ASU”) 2009-16. The new standard provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued new guidance relating to the variable interest entities. The new guidance, which was issued as SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” was adopted into Codification in December 2009. The objective of the guidance is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. SFAS No. 167 is effective as of January 1, 2010. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued Accounting Standards Update No. 2009-15 (ASU 2009-15), “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing.” ASU 2009-15 amends Subtopic 470-20 to expand accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009 and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing SEC guidance including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements - subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued Accounting Standards Update No. 2010-08, “Technical Corrections to Various Topics.” ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued Accounting Standards Update No. 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements.” ASU 2010-09 addresses both the interaction of the requirements of Topic 855 with the SEC’s reporting requirements and the intended breadth of the reissuance disclosures provisions related to subsequent events. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. ASU 2010-09 is effective immediately. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for previously announced accounting pronouncements.

Note 3 – Securities

The amortized cost and estimated fair value of investments in debt and equity securities at March 31, 2010 and December 31, 2009 were as follows:

	March 31, 2010
(in thousands)	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securities available for sale:
Federal agencies & GSE	$	69,947	$	1,322	$	11	$	71,258
Mortgage-backed & CMO’s		45,293		1,603		378		46,518
State and municipal		68,743		1,617		350		70,010
Corporate		2,963		200		-		3,163
Total securities available for sale		186,946		4,742		739		190,949

Securities held to maturity:
Mortgage-backed & CMO’s		186		17		-		203
State and municipal		5,616		195		-		5,811
Total securities held to maturity		5,802		212		-		6,014
Total Securities	$	192,748	$	4,954	$	739	$	196,963

	December 31, 2009
(in thousands)	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securities available for sale:
Federal agencies & GSE	$	81,279	$	1,474	$	7	$	82,746
Mortgage-backed & CMO’s		41,365		1,535		310		42,590
State and municipal		58,035		1,442		181		59,296
Corporate		3,962		201		-		4,163
Total securities available for sale		184,641		4,652		498		188,795

Securities held to maturity:
Mortgage-backed & CMO’s		199		14		-		213
State and municipal		6,330		220		-		6,550
Total securities held to maturity		6,529		234		-		6,763
Total securities	$	191,170	$	4,886	$	498	$	195,558

Temporarily Impaired Securities

The following table shows estimated fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2010. The reference point for determining when securities are in an unrealized loss position is month-end. Therefore, it is possible that a security’s market value exceeded its amortized cost on other days during the past twelve-month period.

Available for sale and held to maturity securities that have been in a continuous unrealized loss position are as follows:

	Total				Less than 12 Months				12 Months or More
(in thousands)	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
GSE debt securities	$	10,024	$	11	$	10,024	$	11	$	-	$	-
Mortgage-backed		13,571		101		13,571		101		-		-
Private label CMO’s		1,874		277		-		-		1,874		277
State and municipal		14,541		350		14,116		319		425		31
Total	$	40,010	$	739	$	37,711	$	431	$	2,299	$	308

GSE debt securities. The unrealized losses on the seven investments in GSEs (“government sponsored entities”) were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

GSE residential mortgage-backed securities. The unrealized losses on the Company's investment in ten GSE mortgage-backed securities and one collateralized mortgage obligation (“CMO”) were caused by interest rate increases. The contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

Private-Label Residential Mortgage-Backed Securities: The unrealized losses associated with four private residential collateralized mortgage obligations are primarily driven by higher projected collateral losses, wider credit spreads and changes in interest rates. We assess for credit impairment using a cash flow model. Based upon our assessment of the expected credit losses of the security given the performance of the underlying collateral compared to our credit enhancement, we expect to recover the remaining amortized cost basis of three of these four securities. See Other than Temporarily Impaired Securities below regarding one of these issues.

State and municipal securities: The unrealized losses on the 18 investments in state and municipal securities were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $2,812,000 at March 31, 2010. FHLB stock is generally viewed as a long-term investment and as a restricted investment security, which is carried at cost, because there is no market for the stock, other than the FHLBs or member institutions. Therefore, when evaluating FHLB stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. Despite the FHLB’s temporary suspension of repurchases of excess capital stock in 2009, the Company does not consider this investment to be other-than-temporarily impaired at March 31, 2010 and no impairment has been recognized. FHLB stock is shown in restricted stock on the balance sheet and is not a part of the available for sale securities portfolio.

Other than Temporarily Impaired Securities

One variable rate CMO was downgraded below investment grade to CCC status by Standard and Poors during the first quarter 2010. Based upon a review of the security by an independent advisory firm, the Company elected to recognize an impairment charge to earnings of $31,000 in the current quarter and an Other Comprehensive Income (“OCI”) unrealized loss of $210,000. The impairment charge was based on a review of recent actual historical performance and an estimate of expected annual ongoing losses of 0.91% and loss on loans sixty days or greater of 6.41%. The OCI adjustment was based on an estimated 15% fair value return based on current market conditions.

The table below shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position, at December 31, 2009.

	Total				Less than 12 Months				12 Months or More
(in thousands)	Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss		Estimated Fair Value		Unrealized Loss
GSE debt securities	$	28,918	$	7	$	28,918	$	7	$	-	$	-
Mortgage-backed		7,294		95		7,294		95		-		-
Private label CMO’s		2,151		215		-		-		2,151		215
State and municipal		7,420		181		6,991		145		429		36
Total	$	45,783	$	498	$	43,203	$	247	$	2,580	$	251

Note 4 - Loans

Loans, excluding loans held for sale, were comprised of the following:

(in thousands)	March 31, 2010		December 31, 2009

Construction and land development	$	39,421	$	40,371
Commercial real estate		205,642		208,066
Residential real estate		119,776		121,639
Home equity		63,302		64,678
Total real estate		428,141		434,754

Commercial and industrial		80,331		86,312
Consumer		6,894		6,925
Total loans	$	515,366	$	527,991

The following is a summary of information pertaining to impaired and nonaccrual loans:

	March 31,		December 31,
(in thousands)	2010		2009

Impaired loans with a valuation allowance	$	1,362	$	1,284
Impaired loans without a valuation allowance		2,641		2,540
Total impaired loans	$	4,003	$	3,824

Allowance provided for impaired loans,
included in the allowance for loan losses	$	598	$	796

Nonaccrual loans excluded from the impaired loan disclosure	$	1,207	$	1,885

	Three Months Ended March 31,		Three Months Ended March 31,
(in thousands)	2010		2009

Average balance in impaired loans	$	3,520	$	3,383
Interest income recognized on impaired loans		17		36
Interest income recognized on nonaccrual loans		-		-
Interest on nonaccrual loans had they been accruing		76		55
Loans past due 90 days and still accruing interest		-		-

No additional funds are committed to be advanced in connection with impaired loans.

Foreclosed real estate was $3,815,000 at March 31, 2010 and $3,414,000 December 31, 2009.

Note 5 – Allowance for Loan Losses and Reserve for Unfunded Lending Commitments

Changes in the allowance for loan losses and the reserve for unfunded lending commitments for the three months ended March 31, 2010 and 2009, and for the year ended December 31, 2009, are presented below:

(in thousands)	Three Months Ended March 31,			Year Ended December 31,			Three Months Ended March 31,
	2010			2009			2009
Allowance for Loan Losses
Balance, beginning of period	$	8,166		$	7,824		$	7,824
Provision for loan losses		285			1,662			350
Charge-offs		(427	)		(1,601	)		(376	)
Recoveries		88			281			38
Balance, end of period	$	8,112		$	8,166		$	7,836

Reserve for unfunded lending commitments
Balance, beginning of period	$	260			475		$	475
Provision for unfunded commitments		(24	)		-			54
Charge-offs		-			(215	)		(215	)
Balance, end of period	$	236		$	260		$	314

The reserve for unfunded loan commitments is included in other liabilities.

Note 6 – Goodwill and Other Intangible Assets

In January 2002, the Company adopted SFAS No. 142 (ASC 805), “Goodwill and Other Intangible Assets”. Accordingly, goodwill is no longer subject to amortization, but is subject to at least an annual assessment for impairment by applying a fair value test. A fair value-based test was performed during the third quarter of 2009 that determined there has been no impairment in the value of goodwill.

The changes in the carrying amount of goodwill for the quarter ended March 31, 2010, are as follows (in thousands):

Balance as of December 31, 2009	$	22,468
Goodwill recorded during the period		-
Impairment losses		-
Balance as of March 31, 2010	$	22,468

Core deposit intangible assets resulting from an acquisition were originally recorded at $3,112,000 in April 2006, and are being amortized over 99 months. The net core deposit intangible at March 31, 2010 was $1,603,000.

Note 7 – Short-term Borrowings

Short-term borrowings consist of customer repurchase agreements, overnight borrowings from the FHLB, and Federal Funds purchased. Customer repurchase agreements are collateralized by securities of the U.S. Government or its agencies. They mature daily. The interest rates are generally fixed but may be changed at the discretion of the Company. The securities underlying these agreements remain under the Company’s control. FHLB overnight borrowings contain floating interest rates that may change daily at the discretion of the FHLB. Federal Funds purchased are unsecured overnight borrowings from other financial institutions. Customer repurchase agreements were $60,372,000 at March 31, 2010 and $65,929,000 at December 31, 2009.

Note 8 – Long-term Borrowings

Under the terms of its collateral agreement with the FHLB, the Company provides a blanket lien covering all of its residential first mortgage loans, second mortgage loans and home equity lines of credit. In addition, the Company pledges as collateral its capital stock in the FHLB and deposits with the FHLB. The Company has a line of credit with the FHLB equal to 30% of the Company’s assets, subject to the amount of collateral pledged. As of March 31, 2010, $91,588,000 in 1-4 family residential mortgage loans and $58,167,000 in home equity lines of credit were pledged under the blanket floating lien agreement which covers both short-term and long-term borrowings. Long-term borrowings consisted of the following fixed rate, long term advances as of March 31, 2010 and December 31, 2009 (in thousands):


	March 31,						December 31,
Due by	2010 Advance Amount		Weighted Average Rate			Due by	2009 Advance Amount		Weighted Average Rate

March 2011	$	8,000		2.93		March 2011	$	8,000		2.93
April 2014		600		3.78		April 2014		638		3.78
	$	8,600		2.99	%		$	8,638		2.99	%

In the regular course of conducting its business, the Company takes deposits from political subdivisions of the Commonwealth of Virginia and the State of North Carolina. At March 31, 2010, the Bank’s public deposits totaled $68,017,000. The Company is required to provide collateral to secure the deposits that exceed the insurance coverage provided by the Federal Deposit Insurance Corporation. This collateral can be provided in the form of certain types of government, agency, or GSE bonds or letters of credit from the FHLB. At March 31, 2010, the Company had $40 million in letters of credit with the FHLB outstanding to provide collateral for such deposits.

Note 9 – Trust Preferred Capital Notes

On April 7, 2006, AMNB Statutory Trust I, a Delaware statutory trust and a newly formed, wholly owned subsidiary of the Company, issued $20,000,000 of preferred securities in a private placement pursuant to an applicable exemption from registration. The Trust Preferred Securities mature on June 30, 2036, but may be redeemed at the Company’s option beginning on June 30, 2011. The securities require quarterly distributions by the Trust to the holder of the Trust Preferred Securities at a fixed rate of 6.66%. Effective June 30, 2011, the rate will reset quarterly at the three-month LIBOR plus 1.35%. Distributions are cumulative and will accrue from the date of original issuance, but may be deferred by the Company from time to time for up to twenty consecutive quarterly periods. The Company has guaranteed the payment of all required distributions on the Trust Preferred Securities.

The proceeds of the Trust Preferred Securities received by the Trust, along with proceeds of $619,000 received by the Trust from the issuance of common securities by the Trust to the Company, were used to purchase $20,619,000 of the Company’s junior subordinated debt securities (the “Trust Preferred Capital Notes”), issued pursuant to a Junior Subordinated Indenture entered into between the Company and Wilmington Trust Company, as trustee. The proceeds of the Trust Preferred Capital Notes were used to fund the cash portion of the merger consideration to the former shareholders of Community First in connection with the Company’s acquisition of that company, and for general corporate purposes. In accordance with FASB ASC 810-10-15-14, the Corporation did not eliminate through consolidation the Corporation’s $619,000 equity investment in AMNB Statutory Trust I. Instead, the Corporation reflected this equity investment in the “Accrued interest receivable and other assets” line item in the consolidated balance sheets.

Note 10 – Share Based Compensation

Stock Options

A summary of stock option transactions for the three months ended March 31, 2010, is as follows:

	Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Average Intrinsic Value ($000)
Outstanding at December 31, 2009		162,603		$	21.39
Granted		-			-
Exercised		(2,764	)		16.29
Forfeited		(200	)		24.50
Outstanding at March 31, 2010		159,639		$	21.47		5.4	$	211
Exercisable at March 31, 2010		129,139		$	22.56		4.6	$	192

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting period. As of March 31, 2010, there was $111,000 in total unrecognized compensation expense related to nonvested stock option grants. .

Restricted Stock

The Company from time-to-time grants shares of restricted stock to key employees and non-employee directors. These awards help align the interests of these employees and directors with the interests of the shareholders of the Company by providing economic value directly related to increases in the value of the Company’s stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. The Company recognizes expenses, equal to the total value of such awards, ratably over the vesting period of the stock grants.

The Company made its first restricted grant to executive officer in the first quarter 2010. These grants cliff vest over a 24 month period. On January 19, 2010, the Company issued 8,712 shares of restricted stock to its six executive officer and three regional executives.

Nonvested restricted stock for the three months ended March 31, 2010 is summarized in the following table.

Restricted Stock	Shares		Grant date fair value

Nonvested at January 1, 2010		-		-
Granted		8,712	$	21.36
Vested		-
Forfeited		-
Nonvested at March 31, 2010		8,712	$	21.36

As of March 31, 2010, there was $163,000 of total unrecognized compensation cost related to nonvested restricted stock granted under the plan. This cost is expected to be recognized over the next 24 months.

Starting in 2010, the Company has begun offering its directors an option on director compensation. Their regular monthly retainer could be received as $1,000 per month in cash or $1,250 in immediately vested, but restricted stock. For the first quarter 2010, eight of twelve directors elected to receive stock in lieu of cash for their retainer fees. Only outside directors receive board fees. The Company issued 1,464 shares and recognized share based compensation expense of $30,000 during the quarter.

Note 11 – Earnings Per Share

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

	Three Months Ended
	March 31,
	2010				2009
			Per				Per
			Share				Share
	Shares		Amount		Shares		Amount
Basic		6,119,415	$	.36		6,081,998	$	.13
Effect of dilutive securities - stock options		4,891		-		3,459		-
Diluted		6,124,306	$	.36		6,085,457	$	.13

Stock options on common stock which were not included in computing diluted earnings per share for the three month periods ended March 31, 2010 and 2009, because their effects were antidilutive, averaged 96,091 and 138,511, respectively.

Note 12 – Employee Benefit Plans

Following is information pertaining to the Company’s non-contributory defined benefit pension plan.

Components of Net Periodic Benefit Cost	Three Months Ended
(in thousands)	March 31,
	2010			2009
Service cost	$	23		$	184
Interest cost		117			146
Expected return on plan assets		(135	)		(203	)
Recognized net actuarial loss		57			111

Net periodic benefit cost	$	62		$	238

The Company’s does not anticipate contributing to the plan for 2010.

Note 13 – Segment and Related Information

The Company has two reportable segments, community banking and trust and investment services.

Community banking involves making loans to and generating deposits from individuals and businesses. All assets and liabilities of the Company are allocated to community banking. Investment income from securities is also allocated to the community banking segment. Loan fee income, service charges from deposit accounts, and non-deposit fees such as automated teller machine fees and insurance commissions generate additional income for community banking.

Trust and investment services include estate planning, trust account administration, investment management, and retail brokerage. Investment management services include purchasing equity, fixed income, and mutual fund investments for customer accounts. The trust and investment services division receives fees for investment and administrative services.

Amounts shown in the “Other” column includes activities of American National Bankshares Inc. which are primarily debt service on trust preferred securities and corporate items. Intersegment eliminations primarily consist of American National Bankshares Inc.’s interest income on deposits held by its banking subsidiary.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Segment information as of and for the three month periods ended March 31, 2010 and 2009, is shown in the following table.

	Three Months Ended March 31, 2010
				Trust and
(in thousands)	Community			Investment					Intersegment
	Banking			Services		Other			Eliminations			Total
Interest income	$	9,051		$	-	$	37		$	(37	)	$	9,051
Interest expense		1,841			-		343		$	(37	)		2,147
Noninterest income		1,079			832		10			-			1,921
Operating income before income taxes		2,884			548		(389	)		-			3,043
Depreciation and amortization		413			4		-			-			417
Total assets		809,989			-		665			-			810,654
Capital expenditures		272			1		-			-			273


	Three Months Ended March 31, 2009
				Trust and
(in thousands)	Community			Investment					Intersegment
	Banking			Services		Other			Eliminations			Total
Interest income	$	9,650		$	-	$	80		$	(80	)	$	9,650
Interest expense		2,974			-		343		$	(80	)		3,237
Noninterest income		(93	)		815		12			-			734
Operating income before income taxes		743			506		(327	)		-			922
Depreciation and amortization		367			4		1			-			372
Total assets		828,714			-		764			-			829,478
Capital expenditures		1,181			8		-			-			1,189

Note 14 – Fair Value of Financial Instruments

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The recent fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

	Level 1 –		Valuation is based on quoted prices in active markets for identical assets and liabilities.

	Level 2 –		Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

	Level 3 –		Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). Federal Reserve Bank of Richmond and Federal Home Loan Bank stocks are carried at cost since no ready market exists and there is no quoted market value. The Company is required to own stock in these entities as long as it is a member. Therefore, they have been excluded from the table below.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2010 (in thousands):

			Fair Value Measurements at March 31, 2010 Using
	Balance as of March 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2010		Level 1		Level 2		Level 3
Assets:
Securities available for sale	$	190,949	$	-	$	190,506	$	443

			Fair Value Measurements at December 31, 2009 Using
	Balance as of December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2009		Level 1		Level 2		Level 3
Assets:
Securities available for sale	$	188,795	$	-	$	188,795	$	-

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

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans held for sale: Loans held for sale are carried at estimated fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the year ended March 31, 2010. Gains and losses on the sale of loans are recorded within income from mortgage banking on the Consolidated Statements of Income.

Impaired loans: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Other real estate owned: Certain assets such as other real estate owned (“OREO”) are measured at fair value less cost to sell. We believe that the fair value component in our valuation of OREO follows the provisions of accounting standards.

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

			Fair Value Measurements at March 31 Using
	Balance as of March 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2010		Level 1		Level 2		Level 3
Assets
Impaired loans, net of valuation allowance		764		-		764		-
Other real estate owned		3,815		-		3,815		-

			Fair Value Measurements at December 31, 2009 Using
	Balance as of December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	2009		Level 1		Level 2		Level 3
Assets
Impaired loans, net of valuation allowance		488		-		488		-
Other real estate owned		3,414		-		3,414		-

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Total Realized / Unrealized

Gains (Losses) Included in