United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~September 30, 2013~~March 31, 2014

¨	TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________to .__________

Commission File Number: 000-30497

(Exact name of small business issuer as specified in its charter)

Tennessee		62-1173944.
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

835 Georgia Avenue Chattanooga, Tennessee		37402.
(Address of principal executive offices)		(Zip Code)

423-385-3000		Not Applicable.
(Registrant’s telephone number, including area code)		(Former name, former address and former fiscal
		year, if changes 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.

Yesx 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 during the preceding 12 months (or for such period that the registrant was required to submit and post such files).

Yesx¨ No¨

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

Large accelerated filer¨ Accelerated filer¨ Non-accelerated filer¨ Smaller reporting companyx

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

Yes¨ Nox

As of ~~November 7, 2013~~May 1, 2014 there were ~~6,547,074~~6,627,398 shares of common stock, $1.00 par value per share, issued and outstanding.

TABLE OF CONTENTS

PART I –FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	43

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2927

Item 3.	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	3836

Item 4.	Controls and Procedures	3836

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37



~~PART II – OTHER INFORMATION~~

~~Item 1. Legal Proceedings~~	39

Item 1A.	Risk Factors	3937

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3937

Item 3.	Defaults Upon Senior Securities	3937

Item 4.	Mine Safety Disclosures	3937

Item 5.	Other Information	3937

Item 6. ~~Exhibits~~	39Exhibits	37

FORWARD-LOOKING STATEMENTS

Cornerstone Bancshares, Inc. (“Cornerstone”) may from time to time make written or oral statements, including statements contained in this report (including, without limitation, certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2), that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The words “expect,” “anticipate,” “intend,” “consider,” “plan,” “believe,” “seek,” “should,” “estimate,” and similar expressions are intended to identify such forward-looking statements, but other statements may constitute forward-looking statements. These statements should be considered subject to various risks and uncertainties. Such forward-looking statements are made based upon management’s belief as well as assumptions made by, and information currently available to, management pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Cornerstone’s actual results may differ materially from the results anticipated in forward-looking statements due to a variety of factors. Such factors include, without limitation, those specifically described in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012,~~2013, as well as the following: (i) the possibility that our asset quality would decline or ifthat we experience greater loan losses than anticipated, (ii) increased levels of other real estate, primarily as a result of foreclosures, (iii) the impact of liquidity needs on our results of operations and financial condition, (iv) competition from financial institutions and other financial service providers, (v) economic conditions in the local markets where we operate, (vi) the impact of obtaining regulatory approval prior to the payment of dividends, (vii) the impact of our Series A Preferred Stock on net income available to holders of our Common Stock and earnings per common share, (viii) the impact of negative developments in the financial industry and U.S. and global capital and credit markets, (ix) the ~~possibility that~~impact of recently enacted legislation ~~will continue to stabilize the U.S. financial system,~~on our business, (x) the relatively greater credit risk of residential construction and land development loans in our loan portfolio, (xi) adverse impact on operations and financial condition due to changes in interest rates, (xii) our ability to obtain additional capital and, if obtained, the possible significant dilution to current shareholders, (xiii) the impact of ~~recently enacted legislation on our business, (xiv) the impact of~~ federal and state regulations on our operations and financial performance, ~~(xv)~~(xiv) whether a significant deferred tax asset we have can be fully realized, ~~(xvi)~~(xv) our ability to retain the services of key personnel, ~~(xvii)~~(xvi) the impact of Tennessee’s anti-takeover statutes and certain charter provisions on potential acquisitions of the holding company, and ~~(xviii)~~(xvii) our ability to adapt to technological changes. Many of such factors are beyond Cornerstone’s ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Cornerstone does not intend to update or reissue any forward-looking statements contained in this report as a result of new information or other circumstances that may become known to Cornerstone.

Cornerstone Bancshares, Inc. and Subsidiary

Consolidated Balance Sheets


	Unaudited
	March 31,			December 31,
ASSETS	2014			2013

Cash and due from banks	$	2,357,281		$	2,149,467
Interest-bearing deposits at other financial institutions		19,559,471			22,702,270
Total cash and cash equivalents		21,916,752			24,851,737

Securities available for sale		88,801,352			92,208,672
Securities held to maturity (fair value $33,517 and $35,027
at March 31, 2014 and December 31, 2013, respectively)		32,618			34,165
Federal Home Loan Bank stock, at cost		2,322,900			2,322,900
Loans, net of allowance for loan losses of $3,011,384 and $3,203,158
at March 31, 2014 and December 31, 2013, respectively		289,940,632			286,236,578
Bank premises and equipment, net		4,929,162			4,992,449
Accrued interest receivable		1,270,625			977,925
Foreclosed assets		12,559,374			12,925,748
Other assets		7,270,241			7,673,179
Total assets	$	429,043,656		$	432,223,353

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
Noninterest-bearing demand deposits	$	68,707,888		$	75,206,540
Interest-bearing demand deposits		30,169,513			24,563,987
Savings deposits and money market accounts		79,194,510			86,329,930
Time deposits		163,652,741			155,313,920
Total deposits		341,724,652			341,414,377

Accrued interest payable		86,736			82,320
Federal funds purchased and securities sold under
agreements to repurchase		18,923,068			22,974,117
Federal Home Loan Bank advances and other borrowings		26,740,000			26,740,000
Other liabilities		873,683			878,811
Total liabilities		388,348,139			392,089,625

Stockholders' equity:
Preferred stock - no par value; 2,000,000 shares authorized;
600,000 shares issued and outstanding
in 2014 and 2013		14,910,773			14,892,927
Common stock - $1.00 par value; 20,000,000 shares authorized;
6,709,199 shares issued in 2014 and 2013;
6,627,398 and 6,547,074 shares outstanding in 2014 and 2013, respectively		6,627,398			6,547,074
Additional paid-in capital		21,700,560			21,549,883
Accumulated deficit		(3,080,146	)		(3,099,451	)
Accumulated other comprehensive income		536,932			243,295
Total stockholders' equity		40,695,517			40,133,728
Total liabilities and stockholders' equity	$	429,043,656		$	432,223,353

Unaudited
September 30, December 31,
ASSETS 2013 2012

Cash and due from banks $ 2,148,352 $ 3,222,139
Interest-bearing deposits at other financial institutions 19,106,638 56,173,099
Total cash and cash equivalents 21,254,990 59,395,238

Securities available for sale 95,282,416 76,096,646
Securities held to maturity (fair value
$37,589 and $46,212 at September 30, 2013 and December 31, 2012, respectively) 36,620 45,086
Federal Home Loan Bank stock, at cost 2,322,900 2,322,900
Loans, net of allowance for loan losses of
$3,158,766 and $6,141,281 at September 30, 2013 and December 31, 2012, respectively 281,021,767 270,850,465
Bank premises and equipment, net 5,094,668 5,399,340
Accrued interest receivable 1,221,841 1,213,778
Foreclosed assets 14,923,933 20,332,313
Other assets 8,522,148 7,790,634
Total assets $ 429,681,283 $ 443,446,400

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
Noninterest-bearing demand deposits $ 54,452,293 $ 60,053,838
Interest-bearing demand deposits 25,463,874 30,178,624
Savings deposits and money market accounts 90,665,979 80,994,239
Time deposits 170,174,142 173,653,892
Total deposits 340,756,288 344,880,593

Accrued interest payable 100,129 120,558
Federal funds purchased and securities sold under
agreements to repurchase 20,508,655 19,587,387
Federal Home Loan Bank advances and other borrowings 26,740,000 37,175,000
Other liabilities 1,426,357 794,026
Total liabilities 389,531,429 402,557,564

Stockholders' equity:
Preferred stock - no par value; 2,000,000 shares authorized;
600,000 shares issued and outstanding
in 2013 and 2012 14,875,081 14,821,546
Common stock - $1.00 par value; 20,000,000 shares authorized;
6,709,199 shares issued in 2013 and 2012;
6,547,074 and 6,500,396 shares outstanding in 2013 and 2012, respectively 6,547,074 6,500,396
Additional paid-in capital 21,517,620 21,390,486
Accumulated deficit (3,110,707 ) (3,274,986 )
Accumulated other comprehensive income 320,786 1,451,394
Total stockholders' equity 40,149,854 40,888,836
Total liabilities and stockholders' equity $ 429,681,283 $ 443,446,400

The Notes to Consolidated Financial Statements are an integral part of these statements.

Cornerstone Bancshares, Inc. and Subsidiary

Consolidated Statements of Income

	Unaudited Three Months Ended March 31,
	2014		2013
INTEREST INCOME
Loans, including fees	$	4,095,468	$	4,141,736
Securities and interest-bearing deposits at other
financial institutions		430,490		439,906
Federal funds sold		7,163		21,472
Total interest income		4,533,121		4,603,114

INTEREST EXPENSE
Time deposits		375,490		465,256
Other deposits		67,074		137,930
Federal funds purchased and securities
sold under agreements to repurchase		18,660		18,080
Federal Home Loan Bank advances and other borrowings		261,410		340,439
Total interest expense		722,634		961,705

Net interest income before provision for loan losses		3,810,487		3,641,409
Provision for loan losses		165,000		300,000
Net interest income after provision for loan losses		3,645,487		3,341,409

NONINTEREST INCOME
Customer service fees		188,911		188,481
Net gains from sale of securities		102,272		-
Net gains from sale of loans and other assets		18,914		149,200
Other noninterest income		12,216		17,818
Total noninterest income		322,313		355,499

NONINTEREST EXPENSE
Salaries and employee benefits		1,826,984		1,597,291
Net occupancy and equipment expense		308,832		337,879
Depository insurance		154,676		159,844
Foreclosed assets, net		349,370		128,692
Other operating expenses		661,187		752,174
Total noninterest expenses		3,301,049		2,975,880

Income before income tax expense		666,751		721,028
Income tax expense		254,600		268,900

Net income		412,151		452,128

Preferred stock dividend requirements		375,000		375,000
Accretion on preferred stock discount		17,846		17,845

Net income available to common shareholders	$	19,305	$	59,283

EARNINGS PER COMMON SHARE
Basic	$	-	$	0.01
Diluted	$	-	$	0.01

DIVIDENDS DECLARED PER COMMON SHARE	$	-	$	-

Unaudited Unaudited
Three months ended Nine months ended
September 30, September 30,
2013 2012 2013 2012
INTEREST INCOME
Loans, including fees $ 4,293,583 $ 4,241,492 $ 12,514,688 $ 12,571,193
Investment securities 457,299 478,172 1,379,322 1,563,433
Federal funds sold & other earning assets 9,510 15,647 45,515 44,075
Total interest income 4,760,392 4,735,311 13,939,525 14,178,701

INTEREST EXPENSE
Time deposits 445,397 612,286 1,365,993 1,946,341
Other deposits 117,327 144,157 386,791 398,859
Federal funds purchased and securities
sold under agreements to repurchase 21,435 21,889 56,258 77,193
Federal Home Loan Bank advances and other borrowings 284,882 394,066 941,269 1,281,010
Total interest expense 869,041 1,172,398 2,750,311 3,703,403

Net interest income before provision for loan losses 3,891,351 3,562,913 11,189,214 10,475,298
Provision for loan losses - 100,000 300,000 100,000
Net interest income after provision for loan losses 3,891,351 3,462,913 10,889,214 10,375,298

NONINTEREST INCOME
Customer service fees 218,304 197,509 608,087 602,107
Net gains from sale of securities - - 424,971 -
Net gains from sale of loans and other assets 39,164 48,199 240,746 124,109
Other noninterest income 12,500 12,944 48,968 51,844
Total noninterest income 269,968 258,652 1,322,772 778,060

NONINTEREST EXPENSE
Salaries and employee benefits 1,619,030 1,566,359 4,838,822 4,727,049
Net occupancy and equipment expense 333,850 354,555 1,011,335 1,038,296
Depository insurance 161,956 236,927 482,920 682,830
Foreclosed assets, net 381,847 314,088 1,308,995 945,163
Other operating expenses 967,888 731,090 2,500,107 2,307,172
Total noninterest expenses 3,464,571 3,203,019 10,142,179 9,700,510

Income before provision for income taxes 696,748 518,546 2,069,807 1,452,848
Provision for income taxes 268,200 154,300 793,100 421,500

Net income 428,548 364,246 1,276,707 1,031,348

Preferred stock dividend requirements 375,000 308,893 1,125,000 854,780
Accretion on preferred stock discount 17,845 16,370 53,535 46,079

Net income available to common shareholders $ 35,703 $ 38,983 $ 98,172 $ 130,489

EARNINGS PER COMMON SHARE
Basic $ 0.01 $ 0.01 $ 0.01 $ 0.02
Diluted $ 0.01 $ 0.01 $ 0.01 $ 0.02

DIVIDENDS DECLARED PER COMMON SHARE $ - $ - $ - $ -

The Notes to Consolidated Financial Statements are an integral part of these statements.

Cornerstone Bancshares, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income

Unaudited
Three Months Ended
September 30
2013 2012
Net income $ 428,548 $ 364,246

Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising during the period, net of tax benefit
(expense) of $104,336 and ($67,898) in 2013 and 2012, respectively (170,234 ) 110,781

Total other comprehensive (loss) income (170,234 ) 110,781

Comprehensive income $ 258,314 $ 475,027

Unaudited
Nine Months Ended
September 30
2013 2012
Net income $ 1,276,707 $ 1,031,348

Other comprehensive income, net of tax:
     Unrealized holding (losses) gains arising during the period, net of tax benefit
        (expense) of $531,464 and ($189,051) in 2013 and 2012, respectively (867,126 ) 308,452

     Reclassification adjustment for gains included in net income, net of tax expense
         of $161,489 in 2013 (263,482 ) -

Total other comprehensive (loss) income (1,130,608 ) 308,452

Comprehensive income $ 146,099 $ 1,339,800

	Unaudited Three Months Ended March 31,
	2014			2013

Net income	$	412,151		$	452,128

Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during the year,
net of tax (expense) benefit of ($218,837) and $136,402
in 2014 and 2013, respectively		357,046			(222,551	)

Reclassification adjustment for gains included in net income,
net of tax expense of $38,863 in 2014		(63,409	)		-

Total other comprehensive income (loss)		293,637			(222,551	)

Comprehensive income	$	705,788		$	229,577

The Notes to Consolidated Financial Statements are an integral part of these statements.

Cornerstone Bancshares, Inc. and Subsidiary

Consolidated Statement of Changes in Stockholders' Equity - Unaudited

For the ~~nine months ended September 30, 2013~~Three Months Ended March 31, 2014

Accumulated
Additional Other Total
Preferred Common Paid-in Accumulated Comprehensive Stockholders'
Stock Stock Capital Deficit Income Equity

BALANCE, December 31, 2012 $ 14,821,546 $ 6,500,396 $ 21,390,486 $ (3,274,986 ) $ 1,451,394 $ 40,888,836

   Stock compensation expense - - 96,793 - - 96,793

   Issuance of common stock, 46,678 shares - 46,678 30,341 - - 77,019

   Preferred stock dividends - - - (1,058,893 ) - (1,058,893 )

   Accretion on preferred stock 53,535 - - (53,535 ) - -

   Net income - - - 1,276,707 - 1,276,707

   Unrealized holding gains (losses) on securities available
     for sale, net of reclassification adjustment and taxes - - - - (1,130,608 ) (1,130,608 )

BALANCE, September 30, 2013 $ 14,875,081 $ 6,547,074 $ 21,517,620 $ (3,110,707 ) $ 320,786 $ 40,149,854

~~The Notes to Consolidated Financial Statements are an integral part of these statements.~~

~~Cornerstone Bancshares, Inc. and Subsidiary~~

~~Consolidated Statements of Cash Flows~~

Unaudited
Nine months ended September 30,
2013 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,276,707 $ 1,031,348
Adjustments to reconcile net income to net cash
   provided by operating activities:
Depreciation and amortization 295,836 418,721
Provision for loan losses 300,000 100,000
Stock compensation expense 96,793 55,536
Gains on sale of securities (424,971 ) -
Net (gains) losses on sales of loans and other assets (240,746 ) (124,109 )
Changes in other operating assets and liabilities:
    Accrued interest receivable (8,063 ) (24,021 )
    Accrued interest payable (20,429 ) 25,378
    Other assets and liabilities 1,509,377 2,469,965
Net cash provided by operating activities 2,784,504 3,952,818

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from security transactions:
    Securities available for sale 29,187,978 30,392,105
    Securities held to maturity 8,354 16,904
Purchase of securities available for sale (49,745,656 ) (26,098,797 )
Loan originations and principal collections, net (11,836,658 ) (15,547,286 )
Purchase of bank premises and equipment (17,734 ) (101,036 )
Proceeds from sale of other real estate and other assets 6,098,875 2,769,712
Net cash used in investing activities (26,304,841 ) (8,568,398 )

CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) / increase in deposits (4,124,305 ) 14,921,054
Net increase / (decrease)  in federal funds purchased and
    securities sold under agreements to repurchase 921,268 (10,010,775 )
Net payments on Federal Home Loan Bank
    advances and other borrowings (10,435,000 ) (5,870,000 )
Payment of dividends on preferred stock (1,058,893 ) (705,886 )
Issuance of common stock 77,019 -
Issuance of preferred stock - 2,230,029
Net cash (used in) provided by financing activities (14,619,911 ) 564,422

NET (DECREASE) IN CASH AND CASH EQUIVALENTS (38,140,248 ) (4,051,158 )

CASH AND CASH EQUIVALENTS,  beginning of period 59,395,238 38,882,691

CASH AND CASH EQUIVALENTS, end of period $ 21,254,990 $ 34,831,533

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Cash paid during the period for interest $ 2,770,740 $ 3,678,025
      Cash paid during the period for taxes 755,820 943,327

NONCASH INVESTING AND FINANCING ACTIVITIES
      Acquisition of real estate through foreclosure $ 1,604,806 $ 7,399,290

										Accumulated
					Additional					Other		Total
	Preferred		Common		Paid-in		Accumulated			Comprehensive		Stockholders'
	Stock		Stock		Capital		Deficit			Income		Equity

BALANCE, December 31, 2013	$	14,892,927	$	6,547,074	$	21,549,883	$	(3,099,451	)	$	243,295	$	40,133,728

Stock compensation expense		-		-		40,000		-			-		40,000

Issuance of common stock, 80,324 shares		-		80,324		110,677		-			-		191,001

Preferred stock dividends paid		-		-		-		(375,000	)		-		(375,000	)

Accretion on preferred stock		17,846		-		-		(17,846	)		-		-

Net income		-		-		-		412,151			-		412,151


Unrealized holding gains on securities available for sale, net of reclassification adjustment		-		-		-		-			293,637		293,637

BALANCE, March 31, 2014
	$	14,910,773	$	6,627,398	$	21,700,560	$	(3,080,146	)	$	536,932	$	40,695,517

The Notes to Consolidated Financial Statements are an integral part of these statements.

Cornerstone Bancshares, Inc. and Subsidiary

Consolidated Statements of Cash Flows

	Unaudited
	Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	412,151		$	452,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		109,617			92,933
Provision for loan losses		165,000			300,000
Stock compensation expense		40,000			-
Gains on sales of securities		(102,272	)		-
Net gains from sales of loans and other assets		(18,914	)		(149,200	)
Losses on sales and write-downs of foreclosed assets		309,977			68,843
Changes in other operating assets and liabilities:
Accrued interest receivable		(292,700	)		(109,721	)
Accrued interest payable		4,416			(29,290	)
Other assets and liabilities		217,837			406,758
Net cash provided by operating activities		845,112			1,032,451

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from security sales, maturities, and paydowns:
Securities available for sale		4,582,233			8,287,586
Securities held to maturity		1,557			2,477
Purchase of securities available for sale		(612,135	)		(23,654,937	)
Loan originations and principal collections, net		(3,852,484	)		2,670,988
Purchase of bank premises and equipment		(33,086	)		(3,732	)
Proceeds from sale of bank premise and equipment and foreclosed assets		58,591			252,233
Net cash provided by (used in) investing activities		144,676			(12,445,385	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		310,275			(7,977,320	)
Net (decrease) increase in federal funds purchased and
securities sold under agreements to repurchase		(4,051,049	)		1,563,077
Repayment of Federal Home Loan Bank
advances and other borrowings		-			(5,435,000	)
Payment of dividends on preferred stock		(375,000	)		(308,893	)
Issuance of common stock		191,001			77,019

Net cash used in financing activities		(3,924,773	)		(12,081,117	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(2,934,985	)		(23,494,051	)

CASH AND CASH EQUIVALENTS, beginning of period		24,851,737			59,395,238

CASH AND CASH EQUIVALENTS, end of period	$	21,916,752		$	35,901,187

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	718,218		$	990,995
Cash paid during the period for taxes		80,010			-

NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition of real estate through foreclosure	$	95,944		$	1,154,400
Financed sales of foreclosed assets		93,750			136,000

The Notes to Consolidated Financial Statements are an integral part of these statements.

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Presentation of Financial Information

Nature of Business-Cornerstone is a bank holding company whose primary business is performed by its wholly-owned subsidiary, Cornerstone Community Bank (the “Bank”). The Bank provides a full range of banking services to the Chattanooga, Tennessee market. The Bank has also established a loan production office (“LPO”) in Dalton, Georgia to further enhance the Bank’s lending markets.

Interim Financial Information (Unaudited)-The financial information in this report for ~~September 30,~~March 31, 2014 and March 31, 2013 ~~and September 30, 2012~~ has not been audited. The information included herein should be read in conjunction with the annual consolidated financial statements and footnotes thereto included in the ~~2012~~2013 Annual Report to Shareholders which was furnished to each shareholder of Cornerstone in April of ~~2013.~~2014. The consolidated financial statements presented herein conform to U.S. generally accepted accounting principles and to general industry practices. In the opinion of Cornerstone’s management, the accompanying interim financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial condition, the results of operations, and cash flows for the interim period. Results for interim periods are not necessarily indicative of the results to be expected for a full year.

Use of Estimates-The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date 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 include the determination of the allowance for loan losses, foreclosed assets and deferred tax assets.

Consolidation-The accompanying consolidated financial statements include the accounts of Cornerstone and the Bank. Substantially all intercompany transactions, profits and balances have been eliminated.

Reclassification-Certain amounts in the prior consolidated financial statements have been reclassified to conform to the current period presentation. The reclassifications had no effect on net income, total assets or stockholders’ equity as previously reported.

Accounting Policies-During interim periods, Cornerstone follows the accounting policies set forth in its Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 as filed with the Securities and Exchange Commission. Since December 31, ~~2012,~~2013, there have been no significant changes in any accounting principles or practices, or in the method of applying any such principles or ~~practices, except for the following:~~practices.

In February 2013, the Financial Accounting Standards Board (FASB) issued updated guidance related to disclosure of reclassification amounts out of other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirements took effect for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increased our disclosure requirements surrounding reclassification items out of accumulated other comprehensive income.

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Earnings per Common Share- Basic earnings per share (“EPS”) is computed by dividing income available to common shareholders (numerator) by the weighted average number of common shares outstanding during the period (denominator). Diluted EPS is computed by dividing income available to common shareholders (numerator) by the adjusted weighted average number of shares outstanding (denominator). The adjusted weighted average number of shares outstanding reflects the potential dilution occurring if securities or other contracts to issue common stock were exercised or converted into common stock resulting in the issuance of common stock that share in the earnings of the entity.

The following is a summary of the basic and diluted earnings per share for the three ~~and nine~~ month periods ended ~~September 30, 2013~~March 31, 2014 and ~~September 30, 2012.~~March 31, 2013.

	Three Months Ended September 30,				Three Months Ended March 31,
Basic earnings per common share calculation:	2013		2012
Numerator: Net income available to common shareholders	$	35,703	$	38,983
Denominator: Weighted avg. common shares outstanding		6,547,074		6,500,396
					2014		2013
Net income available to common shareholders					$	19,305	$	59,283
Weighted average common shares outstanding						6,574,150		6,547,074
Effect of dilutive stock options		145,508		3,758		140,093		123,499
Diluted shares		6,692,582		6,504,154		6,714,243		6,670,573

Basic earnings per common share	$	0.01	$	0.01	$	0.00	$	0.01
Diluted earnings per common share	$	0.01	$	0.01	$	0.00	$	0.01

Nine Months Ended September 30,
Basic earnings per common share calculation: 2013 2012
Numerator: Net income available to common shareholders $ 98,172 $ 130,489
Denominator: Weighted avg. common shares outstanding 6,547,074 6,500,396
Effect of dilutive stock options 127,453 59,090
Diluted shares 6,674,527 6,559,486

Basic earnings per common share $ 0.01 $ 0.02
Diluted earnings per common share $ 0.01 $ 0.02

For the three ~~and nine~~ months ended ~~September 30, 2013, potential common shares~~March 2014, the effects of ~~503,075 were not included in~~outstanding antidilutive stock options are excluded from the ~~calculation~~computation of diluted earnings per common share because the ~~assumed~~ exercise price of such ~~shares would be anti-dilutive.~~ options are higher than the market price. There were 509,435 antidilutive stock options as of March 31, 2014.

Note 2. Stock Based Compensation

Accounting Policies- Cornerstone, as required by FASB, applies the fair value recognition provisions of ASC 718,~~Compensation~~ “Compensation –Stock ~~Compensation~~~~. As a result, for~~Compensation.” For the ~~nine~~three month period ended ~~September 30, 2013, the~~March 31, 2014, $40,000 in compensation cost was charged to earnings related to the vested incentive stock ~~options was approximately $97,000, which had no material impact on earnings per share.~~options.

Officer and Employee Plans-Cornerstone has two stock option plans under which officers and employees can be granted incentive stock options or non-qualified stock options to purchase a total of up to 1,420,000 shares of Cornerstone’s common stock. The exercise price for incentive stock options must be not less than 100 percent of the fair market value of the common stock on the date of the grant. The exercise price of the non-qualified stock options may be equal to or more or less than the fair market value of the common stock on the date of the grant. The incentive stock options vest 30 percent on the second anniversary of the grant date, 60 percent on the third anniversary of the grant date and 100 percent on the fourth anniversary of the grant date, and the non-qualified stock options vest 50 percent on the first anniversary of the grant date and 100 percent on the second anniversary of the grant date. The options expire ten years from the grant date. At ~~September 30, 2013,~~March 31, 2014, the total remaining compensation cost to be recognized on non-vested options is approximately ~~$519,000.~~$734,000. A summary of the status of these stock option plans is presented in the following table:

						Weighted-
						Average
				Weighted		Contractual
				Average		Remaining	Aggregate
				Exercisable		Term	Intrinsic
	Number			Price		(in years)	Value
Outstanding at December 31, 2013		810,825		$	3.51	6.5 Years	$	257,570
Granted		207,000			2.40	9.9 Years
Exercised		-			-
Forfeited		(73,640	)		5.05
Outstanding at March 31, 2014		944,185		$	3.15	7.5 Years	$	264,320
Options exercisable at March 31, 2014		343,085		$	4.92

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~(Unaudited)~~

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2014 was $1.30. This was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Weighted-
Average
Weighted Contractual
Average Remaining Aggregate
Exercisable Term Intrinsic
Number Price (in years) Value
Outstanding at December 31, 2012 670,300 $ 3.86    6.2 Years $ 232,900
      Granted 203,000 2.37    9.4 Years
      Exercised - -
      Forfeited (57,475 ) (3.51 )
Outstanding at September 30, 2013 815,825 $ 3.51    6.8 Years $ 207,030
Options exercisable at September 30, 2013 305,525 $ 6.13

Dividend yield	0.0	%
Expected life	8.5 Years
Expected volatility	45.73	%
Risk-free interest rate	2.32	%

Board of Directors Plan~~-Cornerstone~~- Cornerstone has a stock option plan under which members of the Board of Directors, at the formation of the Bank, were granted options to purchase a total of up to 600,000 shares of ~~the Bank's~~ common stock. ~~On October 15, 1997, the Bank stock options were converted to Cornerstone stock options.~~ Only non-qualified stock options may be granted under the ~~plan.~~Plan. In addition, members of the Board of Directors can be issued options under the Cornerstone 2002 Long-Term Incentive Plan to purchase up to 1,200,000 shares of Cornerstone stock. The options available for issuance to Board members under the 2002 Long-Term Incentive Plan are shared with officers and employees of Cornerstone. The exercise price of each option equals the market price of Cornerstone’s stock on the date of grant and the option’s maximum term is ten ~~years.~~years, at which point they expire. Vesting ~~is 50 percent~~for options granted are 50% on each of the first and second anniversary of the grant date ~~and 100 percent on~~with full vesting occurring at the second anniversary ~~of the grant~~ date. At ~~September 30, 2013,~~March 31, 2014, the total remaining compensation cost to be recognized on non-vested options is approximately ~~$97,000.~~$176,000. A summary of the status of this stock option plan is presented in the following table:

Weighted-
Average
Weighted Contractual
Average Remaining Aggregate
Exercisable Term Intrinsic
Number Price (in years) Value
Outstanding at December 31, 2012 145,250 $ 3.30 7.2 Years $ 57,600
      Granted 45,000 2.37 9.4 Years
      Exercised - -
      Forfeited - -
Outstanding at September 30, 2013 190,250 $ 3.08 7.1 Years $ 52,200
Options exercisable at September 30, 2013 100,250 $ 4.04

						Weighted-
						Average
				Weighted		Contractual
				Average		Remaining	Aggregate
				Exercisable		Term	Intrinsic
	Number			Price		(in years)	Value
Outstanding at December 31, 2013		190,250		$	3.07	6.9 Years	$	64,800
Granted		80,000			2.40	9.9 Years
Exercised		-			-
Forfeited		(16,000	)		5.44
Outstanding at March 31, 2014		254,250		$	2.71	8.1 Years	$	67,500
Options exercisable at March 31, 2014		151,750		$	2.93

The weighted average grant date fair value of ~~all~~ stock options granted during the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was ~~$1.17.~~$1.30. This was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Dividend yield	0.0	%
Expected life	~~7.0~~8.5 Years
Expected volatility	~~47.60~~45.73	%
Risk-free interest rate	~~1.23~~2.32	%

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3. Securities

The amortized cost and fair value of securities available-for-sale and held to maturity at March 31, 2014 and December 31, 2013 are summarized as follows:

	March 31, 2014
				Gross		Gross
		Amortized		Unrealized		Unrealized			Fair
Debt securities available-for-sale:		Cost		Gains		Losses			Value
U.S. Government agencies	$	3,141,775	$	28,754	$	-		$	3,170,529

State and municipal securities		14,086,653		549,076		(50,345	)		14,585,384

Mortgage-backed securities:
Residential mortgage guaranteed
by GNMA or FNMA		5,431,068		41,836		-			5,472,904

Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		65,257,603		499,110		(184,178	)		65,572,535

	$	87,917,099	$	1,118,776	$	(234,523	)	$	88,801,352

Debt securities held to maturity:
Mortgage-backed securities:
Residential mortgage guaranteed
by GNMA or FNMA	$	32,618	$	899	$	-		$	33,517

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Note 3. Securities~~

~~The amortized cost and fair value of securities available-for-sale and held-to-maturity at September 30, 2013 and December 31, 2012 are summarized as follows:~~

September 30, 2013
Gross Gross
Amortized Unrealized Unrealized Fair
Debt securities available for sale: Cost Gains Losses Value
    U.S. Government agencies $ 3,479,680 $ 48,665 $ - $ 3,528,345

    State and municipal securities 17,065,923 683,599 (55,166 ) 17,694,356

    Mortgage-backed securities:
        Residential mortgage loans
            guaranteed by GNMA or FNMA 7,797,244 106,280 - 7,903,524

         Collateralized mortgage
            obligations issued or
            guaranteed by U.S.
            Government agencies or
            sponsored agencies 66,403,939 53,727 (301,475 ) 66,156,191

$ 94,746,786 $ 892,271 $ (356,641 ) $ 95,282,416

Debt securities held to maturity:
      Mortgage-backed securities:
            Residential mortgage loans
                guaranteed by GNMA or FNMA $ 36,620 $ 969 $ - $ 37,589

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

December 31, 2012
Gross Gross
Amortized Unrealized Unrealized Fair
Debt securities available for sale: Cost Gains Losses Value
    U.S. Government agencies $ 3,961,956 $ 56,195 $ - $ 4,018,151

    State and municipal securities 21,531,727 2,101,590 - 23,633,317

    Mortgage-backed securities:
        Residential mortgage loans
            guaranteed by GNMA or FNMA 9,092,205 132,038 (1,824 ) 9,222,419

         Collateralized mortgage
            obligations issued or
            guaranteed by U.S.
            Government agencies or
            sponsored agencies 39,151,568 86,099 (14,908 ) 39,222,759

$ 73,737,456 $ 2,375,922 $ (16,732 ) $ 76,096,646

Debt securities held to maturity:
      Mortgage-backed securities:
            Residential mortgage loans
               guaranteed by GNMA or FNMA $ 45,086 $ 1,341 $ (8 ) $ 46,212

	December 31, 2013
				Gross		Gross
		Amortized		Unrealized		Unrealized			Fair
Debt securities available-for-sale:		Cost		Gains		Losses			Value
U.S. Government agencies	$	3,433,216	$	48,119	$	-		$	3,481,335

State and municipal securities		14,908,761		425,021		(84,544	)		15,249,238

Mortgage-backed securities:
Residential mortgage guaranteed
by GNMA or FNMA		7,047,076		85,203		-			7,132,279

Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		66,408,975		205,025		(268,180	)		66,345,820

	$	91,798,028	$	763,368	$	(352,724	)	$	92,208,672

Debt securities held to maturity:
Mortgage-backed securities:
Residential mortgage guaranteed
by GNMA or FNMA	$	34,165	$	862	$	-		$	35,027

At ~~September 30, 2013,~~March 31, 2014, securities with a fair value totaling approximately ~~$73 million were~~$ 74 millionwere pledged to secure public funds, securities sold under agreements to repurchase, as collateral for federal funds purchased from other financial institutions and serve as collateral for borrowings at the Federal Reserve Discount ~~Window.~~Window and Federal Home Loan Bank.

For the three months ended ~~September 30, 2013,~~March 31, 2014, there were ~~no available for sale securities sold. For the nine months ended September 30, 2013, there were available for sale~~available-for-sale securities sold with proceeds totaling ~~$5,328,170~~$2,415,068 which resulted in gross gains realized of ~~$424,971.~~$102,272. There were no securities sales ~~during 2012.~~for the three months ended March 31, 2013.

The amortized cost and estimated market value of securities at ~~September 30, 2013,~~March 31, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Securities Available for Sale Securities Held to Maturity
Amortized Fair Amortized Fair
Cost Value Cost Value
Due in one year or less $ - $ - $ - $ -
Due from one year to five years 1,267,124 1,338,576 - -
Due from five years to ten years 6,310,901 6,648,634 - -
Due after ten years 12,967,578 13,235,491 - -
$ 20,545,603 $ 21,222,701 $ - $ -

Mortgage-backed securities 74,201,183 74,059,715 36,620 37,589

$ 94,746,786 $ 95,282,416 $ 36,620 $ 37,589

	Securities Available-for-Sale				Securities Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	-	$	-	$	-	$	-
Due from one year to five years		1,265,880		1,329,826		-		-
Due from five years to ten years		3,997,177		4,183,977		-		-
Due after ten years		11,965,371		12,242,110		-		-
		17,228,428		17,755,913		-		-

Mortgage-backed securities		70,688,671		71,045,439		32,618		33,517
	$	87,917,099	$	88,801,352	$	32,618	$	33,517

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities available for sale have been in a continuous unrealized loss position, as of ~~September 30, 2013~~March 31, 2014 and as of December 31, ~~2012:~~2013:

As of September 30, 2013
Less than 12 Months 12 Months or Greater Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses

State and municipal securities $ 1,138,535 $ (40,736 ) $ 554,465 $ (14,430 ) $ 1,693,000 $ (55,166 )

	As of March 31, 2014
	Less than 12 Months					12 Months or Greater					Total
				Gross					Gross					Gross
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
		Value		Losses			Value		Losses			Value		Losses

State and municipal securities	$	2,298,591	$	(50,345	)	$	-	$	-		$	2,298,591	$	(50,345	)

Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		13,081,188		(66,243	)		13,834,593		(117,935	)		26,915,781		(184,178	)
	$	15,379,779	$	(116,588	)	$	13,834,593	$	(117,935	)	$	29,214,372	$	(234,523	)

Mortgage-backed securities
Collateralized mortgage
obligations issued or
guaranteed by U.S.
Government agencies
or sponsored agencies 48,435,866 (278,248 ) 9,042,662 (23,227 ) 57,478,528 (301,475 )
$ 49,574,401 $ (318,984 ) $ 9,597,127 $ (37,657 ) $ 59,171,528 $ (356,641 )

As of December 31, 2012
Less than 12 Months 12 Months or Greater Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
Mortgage-backed securities:
Residential mortgage loans
guaranteed by GNMA or FNMA $ 667,325 $ (1,824 ) $ - $ - $ 667,325 $ (1,824 )

Collateralized mortgage
obligations issued or
guaranteed by U.S.
Government agencies
or sponsored agencies 22,514,641 (14,908 ) - - 22,514,641 (14,908 )
$ 23,181,966 $ (16,732 ) $ - $ - $ 23,181,966 $ (16,732 )

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

	As of December 31, 2013
	Less than 12 Months					12 Months or Greater					Total
				Gross					Gross					Gross
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
		Value		Losses			Value		Losses			Value		Losses

State and municipal securities	$	3,025,250	$	(84,544	)	$	-	$	-		$	3,025,250	$	(84,544	)

Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		27,782,942		(221,827	)		8,761,049		(46,353	)		36,543,991		(268,180	)
	$	30,808,192	$	(306,371	)	$	8,761,049	$	(46,353	)	$	39,569,241	$	(352,724	)

Upon acquisition of a security, the Bank determines the appropriate impairment model that is applicable. If the security is a beneficial interest in securitized financial assets, the Bank uses the beneficial interests in securitized financial assets impairment model. If the security is not a beneficial interest in securitized financial assets, the Bank uses the debt and equity securities impairment model. The Bank conducts periodic reviews to evaluate each security to determine whether an other-than-temporary impairment has occurred. The Bank does not have any securities that have been classified as other-than-temporarily-impaired at ~~September 30, 2013~~March 31, 2014 or December 31, ~~2012.~~2013.

At ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, the ~~significant~~ categories of temporarily impaired securities, and management’s evaluation of those securities are as follows:

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

State and municipal securities:At ~~September 30, 2013, three~~March 31, 2014, five investments in obligations of state and municipal securities had unrealized losses. The Bank believes the unrealized losses on those investments were caused by the interest rate environment and ~~does~~do not relate to the underlying credit quality of the issuers. Because the Bank has the intent and ability to hold those investments for a time necessary to recover their amortized cost bases, which may be until maturity, the Bank does not consider those investments to be other-than-temporarily impaired at ~~September 30, 2013.~~March 31, 2014.

Mortgage-backed securities:At ~~September 30, 2013, eighteen~~March 31, 2014, nine investments in residential mortgage-backed securities had unrealized losses. This impairment is believed to be caused by the current interest rate environment. The contractual cash flows of those investments are guaranteed or issued by an agency of the U.S. Government. Because the decline in market value is attributable to the current interest rate environment and not credit quality, and because the Bank does not intend to sell the investments and it is not more likely than not that the Bank will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Bank does not deem those investments to be other-than-temporarily impaired at ~~September 30, 2013.~~March 31, 2014.

Note 4. Loans and Allowance for Loan Losses

At ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, loans are summarized as follows (in thousands):

	September 30,						December 31,						March 31,			December 31,
	2013			Percent			2012			Percent			2014			2013
Commercial real estate-mortgage:
Owner-occupied	$	66,143			23.28	%	$	58,425			21.09	%	$	68,653		$	65,747
All other		66,721			23.48	%		66,747			24.10	%		70,089			64,052
Consumer real estate-mortgage		69,911			24.60	%		71,195			25.70	%		77,767			76,315
Construction and land development		38,970			13.71	%		38,557			13.92	%		32,752			41,597
Commercial and industrial		39,782			14.00	%		40,140			14.49	%		41,122			38,999
Consumer and other		2,654			0.93	%		1,927			0.70	%		2,569			2,730
Total loans		284,181			100.00	%		276,991			100.00	%		292,952			289,440
Less: Allowance for loan losses		(3,159	)					(6,141	)					(3,011	)		(3,203	)

Loans, net	$	281,022					$	270,850					$	289,941		$	286,237

The following describe risk characteristics relevant to each of the portfolio segments:

Real estate:

As discussed below, Cornerstone offers various types of real estate loan products. All loans within this portfolio segment are particularly sensitive to the valuation of real estate:

Commercial real estate-mortgage loans include owner-occupied commercial real estate loans and other commercial real estate loans. Owner-occupied commercial real estate loans to operating businesses are long-term financing of land and buildings. Other commercial real estate loans are generally secured by income producing properties.

Consumer real estate-mortgage loans include loans secured by 1-4 family and multifamily residential properties. These loans are repaid by various means such as a borrower’s income, sale of the property, or rental income derived from the property.

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Construction and land development loans include extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral. These loans are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio segment also includes owner-occupied construction loans for commercial businesses for the development of land or construction of a building. These loans are repaid by cash flow generated from the business operation. Real estate loans for income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers are repaid from rent income derived from the properties.

Commercial and industrial:

The commercial and industrial loans include those loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or expansion projects. Loans are repaid by business cash flows. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrower, particularly cash flows from the customers’ business operations.

Consumer and other:

The consumer loan portfolio segment includes direct consumer installment loans, overdrafts and other revolving credit loans, and educational loans. Loans in this portfolio are sensitive to unemployment and other key consumer economic measures.

Cornerstone follows the loan impairment accounting guidance in ASC Topic 310. A loan is considered impaired when, based on current information and events, it is probable that Cornerstone will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in interest rates, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collections.

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The composition of loans by loan classification for impaired and performing loan status at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, is summarized in the tables below (amounts in thousands):

September 30, 2013	Commercial		Consumer		Construction		Commercial
March 31, 2014													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Performing loans	$	125,418	$	66,950	$	38,712	$	38,027	$	2,654	$	271,761	$	133,425	$	74,712	$	32,386	$	39,383	$	2,569	$	282,475
Impaired loans		7,446		2,961		258		1,755		-		12,420		5,317		3,055		366		1,739		-		10,477
Total	$	132,864	$	69,911	$	38,970	$	39,782	$	2,654	$	284,181	$	138,742	$	77,767	$	32,752	$	41,122	$	2,569	$	292,952

December 31, 2012	Commercial		Consumer		Construction		Commercial
December 31, 2013													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Performing loans	$	115,959	$	69,329	$	37,607	$	36,980	$	1,927	$	261,802	$	121,817	$	72,868	$	41,228	$	37,007	$	2,730	$	275,650
Impaired loans		9,213		1,866		950		3,160		- .		15,189		7,982		3,447		369		1,992		- .		13,790
Total	$	125,172	$	71,195	$	38,557	$	40,140	$	1,927	$	276,991	$	129,799	$	76,315	$	41,597	$	38,999	$	2,730	$	289,440

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables show the allowance for loan losses allocation by loan classification for impaired and performing loans as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 (amounts in thousands):

September 30, 2013	Commercial		Consumer		Construction		Commercial
March 31, 2014													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
Allowance related to:	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Performing loans	$	784	$	922	$	339	$	196	$	20	$	2,261	$	1,163	$	832	$	241	$	297	$	40	$	2,573
Impaired loans		682		134		-		82		-		898		70		266		-		102		-		438
Total	$	1,466	$	1,056	$	339	$	278	$	20	$	3,159	$	1,233	$	1,098	$	241	$	399	$	40	$	3,011

December 31, 2012	Commercial		Consumer		Construction		Commercial
December 31, 2013													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
Allowance related to:	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Performing loans	$	319	$	952	$	781	$	29	$	14	$	2,095	$	1,051	$	927	$	319	$	297	$	45	$	2,639
Impaired loans		2,230		576		460		780		-		4,046		498		11		-		55		-		564
Total	$	2,549	$	1,528	$	1,241	$	809	$	14	$	6,141	$	1,549	$	938	$	319	$	352	$	45	$	3,203

The following tables detail the changes in the allowance for loan losses for the ~~nine~~three month period ending ~~September 30, 2013~~March 31, 2014 and year ending December 31, ~~2012,~~2013, by loan classification (amounts in thousands):

September 30, 2013	Commercial			Consumer			Construction			Commercial
March 31, 2014																			Commercial			Consumer			Construction			Commercial
	Real Estate-			Real Estate-			and Land			and			Consumer						Real Estate-			Real Estate-			and Land			and			Consumer
	Mortgage			Mortgage			Development			Industrial			and Other			Total			Mortgage			Mortgage			Development			Industrial			and Other			Total
Beginning balance	$	2,549		$	1,528		$	1,241		$	809		$	14		$	6,141		$	1,549		$	938		$	319		$	352		$	45		$	3,203
Charged-off loans		(1,874	)		(688	)		(1,185	)		(694	)		(19	)		(4,460	)		(397	)		(10	)		(7	)		(36	)		(36	)		(486	)
Recovery of charge-offs		61			224			810			80			3			1,178			39			29			25			17			19			129
Provision for (reallocation of) loan losses		730			(8	)		(527	)		83			22			300
Provision for (reallocation
of) loan losses																				42			141			(96	)		66			12			165
Ending balance	$	1,466		$	1,056		$	339		$	278		$	20		$	3,159		$	1,233		$	1,098		$	241		$	399		$	40		$	3,011

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

December 31, 2012	Commercial			Consumer			Construction			Commercial
December 31, 2013																			Commercial			Consumer			Construction			Commercial
	Real Estate-			Real Estate-			and Land			and			Consumer						Real Estate-			Real Estate-			and Land			and			Consumer
	Mortgage			Mortgage			Development			Industrial			and Other			Total			Mortgage			Mortgage			Development			Industrial			and Other			Total
Beginning balance	$	3,557		$	2,518		$	827		$	482		$	16		$	7,400		$	2,549		$	1,528		$	1,241		$	809		$	14		$	6,141
Charged-off loans		(958	)		(1,022	)		(782	)		(74	)		(33	)		(2,869	)		(1,879	)		(842	)		(1,193	)		(699	)		(96	)		(4,709	)
Recovery of charge-offs		838			36			145			144			17			1,180			68			241			1,058			99			5			1,471
Provision for (reallocation of) loan losses		(888	)		(4	)		1,051			257			14			430
Provision for (reallocation
of) loan losses																				811			11			(787	)		143			122			300
Ending balance	$	2,549		$	1,528		$	1,241		$	809		$	14		$	6,141		$	1,549		$	938		$	319		$	352		$	45		$	3,203

Credit quality indicators:

Federal regulations require the Bank to review and classify its assets on a regular basis. To fulfill this requirement, the Bank systematically reviews its loan portfolio to ensure the Bank’s large loan relationships are being maintained within its loan policy guidelines, ~~remains~~remain properly underwritten and isare properly classified by loan grade. This review process is performed by the Bank's management, internal and external loan review, internal auditors, and state and federal regulators.

The Bank’s loan grading process is as follows:

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

§·

All loans are assigned a loan grade at the time of origination by the relationship manager. Typically, a loan is assigned a loan grade of “pass” at origination.

§·

Loan relationships greater than or equal to $500 thousand are reviewed by the Bank’s external loan review provider on an annual basis.

§·

Additionally, the Bank’s external loan review provider samples other loan relationships between $100 thousand and $500 thousand with an emphasis on commercial and commercial real estate loans and insider loans.

The Bank’s internal loan review department samples approximately 33 percent of all other loan relationships less than $500 thousand on an annual basis for review.

§·

If a loan is delinquent 60 days or more or a pattern of delinquency exists, the loan will be selected for review.

§·

Generally, all loans on the Bank’s internal watchlist are reviewed annually by internal loan review or external loan review providers.

If a loan is classified as a problem asset, it will be assigned one of the following loan grades: substandard, ~~substandard-impaired,~~ doubtful, and loss. ~~“Substandard assets”~~“Substandard” assets must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. ~~“Doubtful assets”~~“Doubtful” assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving close attention. When the Bank classifies an asset as substandard or doubtful, a specific allowance for loan losses may be established.

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following tables outline the amount of each loan classification and the amount categorized into each risk rating as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 (amounts in thousands):

September 30, 2013	Commercial		Consumer		Construction		Commercial
March 31, 2014													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Pass	$	120,812	$	58,536	$	38,027	$	33,456	$	2,654	$	253,485	$	131,020	$	69,570	$	31,770	$	39,031	$	2,569	$	273,960
Special mention		4,209		5,377		95		4,105		-		13,786		3,424		3,095		318		185		-		7,022
Substandard		397		3,037		590		466		-		4,490		4,298		5,102		664		1,906		-		11,970
Substandard-impaired		7,164		2,961		258		1,755		-		12,138
Doubtful-impaired		282		-		-		-		-		282
	$	132,864	$	69,911	$	38,970	$	39,782	$	2,654	$	284,181	$	138,742	$	77,767	$	32,752	$	41,122	$	2,569	$	292,952

December 31, 2012	Commercial		Consumer		Construction		Commercial
December 31, 2013													Commercial		Consumer		Construction		Commercial
	Real Estate-		Real Estate-		and Land		and		Consumer				Real Estate-		Real Estate-		and Land		and		Consumer
	Mortgage		Mortgage		Development		Industrial		and Other		Total		Mortgage		Mortgage		Development		Industrial		and Other		Total
Pass	$	111,313	$	57,959	$	36,802	$	36,482	$	1,904	$	244,460	$	119,398	$	67,444	$	40,850	$	33,394	$	2,730	$	263,816
Special mention		4,145		8,401		198		330		18		13,092		3,538		3,536		73		3,468		-		10,615
Substandard		501		2,969		607		168		5		4,250		6,863		5,335		674		2,137		-		15,009
Substandard-impaired		9,213		1,866		950		3,160		-		15,189
	$	125,172	$	71,195	$	38,557	$	40,140	$	1,927	$	276,991	$	129,799	$	76,315	$	41,597	$	38,999	$	2,730	$	289,440

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

After the Bank’s independent loan review department completes the loan grade assignment, a loan impairment analysis is performed on loans graded substandard or worse. The following tables present summary information pertaining to impaired loans by loan classification as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 (in thousands):

							For the quarter ended										For the quarter ended
	At September 30, 2013						September 30, 2013				At March 31, 2014						March 31, 2014
			Unpaid				Average		Interest				Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized		Investment		Balance		Allowance		Investment		Recognized
Impaired loans without a valuation allowance:
Commercial real estate – mortgage	$	4,578	$	4,797	$	-	$	4,683	$	183	$	5,180	$	5,670	$	-	$	5,483	$	74
Consumer real estate – mortgage		2,066		2,066		-		1,854		73		2,021		2,035		-		2,100		24
Construction and land development		258		271		-		349		11		366		379		-		368		5
Commercial and industrial		1,353		1,396		-		1,875		31		1,357		1,417		-		1,460		13
Total	$	8,255	$	8,530	$	-	$	8,761	$	298	$	8,924	$	9,501	$	-	$	9,411	$	116

Impaired loans with a valuation allowance:
Commercial real estate – mortgage	$	2,868	$	2,943	$	682	$	4,670	$	126	$	137	$	147	$	70	$	1,167	$	5
Consumer real estate – mortgage		895		895		134		1,110		49		1,034		1,044		266		1,152		19
Construction and land development		-		-		-		296		-		-		-		-		-		-
Commercial and industrial		402		402		82		740		38		382		382		102		406		11
Total	$	4,165	$	4,240	$	898	$	6,816	$	213	$	1,553	$	1,573	$	438	$	2,725	$	35

Total impaired loans	$	12,420	$	12,770	$	898	$	15,577	$	511	$	10,477	$	11,074	$	438	$	12,136	$	151

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

							For the year ended										For the year ended
	At December 31, 2012						December 31, 2012				At December 31, 2013						December 31, 2013
			Unpaid				Average		Interest				Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized		Investment		Balance		Allowance		Investment		Recognized
Impaired loans without a valuation allowance:
Commercial real estate – mortgage	$	3,406	$	3,453	$	-	$	4,389	$	180	$	5,786	$	5,854	$	-	$	4,657	$	340
Consumer real estate – mortgage		513		540		-		1,538		52		2,177		2,202		-		2,669		96
Construction and land development		244		251		-		358		19		369		383		-		358		23
Commercial and industrial		2,111		2,155		-		2,277		55		1,563		1,621		-		1,857		60
Total	$	6,274	$	6,399	$	-	$	8,562	$	306	$	9,895	$	10,060	$	-	$	9,541	$	519

Impaired loans with a valuation allowance:
Commercial real estate – mortgage	$	5,807	$	5,848	$	2,230	$	6,616	$	215	$	2,196	$	2,285	$	498	$	4,869	$	118
Consumer real estate – mortgage		1,353		1,353		576		2,606		61		1,270		1,281		11		1,353		90
Construction and land development		706		706		460		642		49		-		-		-		177		-
Commercial and industrial		1,049		1,049		780		700		132		429		430		55		597		53
Total	$	8,915	$	8,956	$	4,046	$	10,564	$	457	$	3,895	$	3,996	$	564	$	6,996	$	261

Total impaired loans	$	15,189	$	15,355	$	4,046	$	19,126	$	763	$	13,790	$	14,056	$	564	$	16,537	$	780

The following tables present an aged analysis of past due loans as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012 (in~~2013 (amounts in thousands):

September 30, 2013 30-89 Days Past Due 90
Past Due and Days or More Total Current Total
Accruing and Accruing Nonaccrual Past Due Loans Loans
Commercial real estate-mortgage:
Owner-occupied $ 431 $ - $ 494 $ 925 $ 65,218 $ 66,143
All other - - 924 924 65,797 66,721
Consumer real estate-mortgage 712 - 964 1,676 68,235 69,911
Construction and land development 48 - 22 70 38,900 38,970
Commercial and industrial 552 - 1,692 2,244 37,538 39,782
Consumer and other 2 - - 2 2,652 2,654
Total $ 1,745 $ - $ 4,096 $ 5,841 $ 278,340 $ 284,181

March 31, 2014	30-89 Days		Past Due 90
	Past Due and		Days or More				Total		Current		Total
	Accruing		and Accruing		Nonaccrual		Past Due		Loans		Loans
Commercial real estate-mortgage:
Owner-occupied	$	438	$	-	$	292	$	730	$	67,923	$	68,653
All other		173		-		524		697		69,392		70,089
Consumer real estate-mortgage		1,044		-		2,473		3,517		74,250		77,767
Construction and land development		-		-		46		46		32,706		32,752
Commercial and industrial		537		-		1,444		1,981		39,141		41,122
Consumer and other		1		-		-		1		2,568		2,569
Total	$	2,193	$	-	$	4,779	$	6,972	$	285,980	$	292,952

December 31, 2012	30-89 Days		Past Due 90
December 31, 2013													30-89 Days		Past Due 90
	Past Due and		Days or More				Total		Current		Total		Past Due and		Days or More				Total		Current		Total
	Accruing		and Accruing		Nonaccrual		Past Due		Loans		Loans		Accruing		and Accruing		Nonaccrual		Past Due		Loans		Loans
Commercial real estate-mortgage:
Owner-occupied	$	2,738	$	-	$	956	$	3,694	$	54,731	$	58,425	$	678	$	-	$	838	$	1,516	$	64,231	$	65,747
All other		636		-		1,913		2,549		64,198		66,747		867		-		44		911		63,141		64,052
Consumer real estate-mortgage		1,858		-		616		2,474		68,721		71,195		419		-		1,006		1,425		74,890		76,315
Construction and land development		100		-		53		153		38,404		38,557		50		-		47		97		41,500		41,597
Commercial and industrial		1,227		-		2,467		3,694		36,446		40,140		201		-		1,631		1,832		37,167		38,999
Consumer and other		35		-		-		35		1,892		1,927		35		-		-		35		2,695		2,730
Total	$	6,594	$	-	$	6,005	$	12,599	$	264,392	$	276,991	$	2,250	$	-	$	3,566	$	5,816	$	283,624	$	289,440

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impaired loans also include loans that the Bank has elected to formally restructure when, due to the weakening credit status of a borrower, the restructuring may facilitate a repayment plan that seeks to minimize the potential losses that the Bank may have to otherwise incur. At ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, the Bank has loans of approximately ~~$6,119,000~~$5,137,000 and ~~$9,403,000,~~$5,753,000, respectively, that were modified ~~for~~in troubled debt ~~restructuring.~~restructurings. Troubled commercial loans are restructured by specialists within our Special Asset department and all restructurings are approved by committees and credit officers separate and apart from the normal loan approval process. These specialists are trained to reduce the Bank’s overall risk and exposure to loss in the event of a restructuring through obtaining either or all of the following: improved documentation, additional guaranties, increase in curtailments, reduction in collateral terms, additional collateral or other similar strategies.

There were no loans that were modified as troubled debt restructurings during the three month period ending March 31, 2014.

The following ~~tables present~~table presents a summary of loans that were modified as troubled debt restructurings during the ~~nine~~three month ~~periods~~period ending ~~September 30,~~March 31, 2013 ~~and 2012~~ (amounts in thousands):

September 30, 2013 Pre-Modification Post-Modification
Outstanding
Recorded Outstanding
Recorded
Number of Contracts Investment Investment

Commercial real estate-mortgage 2 $ 2,073 $ 2,073
Consumer real estate-mortgage 1 66 66
Construction and land development 3 898 898
Commercial and industrial 3 2,389 2,389

								Pre-Modification		Post-Modification
September 30, 2012		Pre-Modification		Post-Modification
		Outstanding Recorded		Outstanding Recorded				Outstanding Recorded		Outstanding Recorded
March 31, 2013						Number of Contracts		Investment		Investment
	Number of Contracts	Investment		Investment
Commercial real estate-mortgage	2	$	4,233	$	4,233		6	$	8,354	$	8,354
Consumer real estate-mortgage	1		65		65		3		270		270
Construction and land development	3		1,178		1,178		1		459		459
Commercial and industrial	4		2,408		2,408		5		2,432		2,432

There were no loans that were modified as troubled debt restructurings during the past twelve months and for which there was a subsequent payment default.

Note 5. Commitments and Contingent Liabilities

Off Balance Sheet Arrangements - In the normal course of business, the Bank has entered into off-balance sheet financial instruments which include commitments to extend credit (i.e., including unfunded lines of credit) and standby letters of credit. Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness. Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions; thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing of their cash flows. Other typical lines of credit are related to home equity loans granted to consumers. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee.

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Standby letters of credit are generally issued on behalf of an applicant (our customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms of two years or less unless terminated beforehand due to criteria specified in the standby letter of credit. A typical arrangement involves the applicant routinely being

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

indebted to the beneficiary for such items as inventory purchases, insurance, utilities, lease guarantees or other third party

commercial transactions. The standby letter of credit would permit the beneficiary to obtain payment from the Bank under certain prescribed circumstances. Subsequently, the Bank would seek reimbursement from the applicant pursuant to the terms of the standby letter of credit.

The Bank follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management’s credit evaluation of the customer. Collateral held varies but may include cash, real estate and improvements, marketable securities, accounts receivable, inventory, equipment and personal property.

The contractual amounts of these commitments are not reflected in the consolidated financial statements and would only be reflected if drawn upon. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should customers default on their resulting obligation to the ~~Bank’s~~Bank the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments.

A summary of the Bank’s total contractual amount for all off-balance sheet commitments at ~~September 30, 2013~~March 31, 2014 is as follows:

Commitments to extend credit	$~~34.1~~ 27.7 million
Standby letters of credit	$~~392.2~~ 374 thousand

Various legal claims also arise from time to time in the normal course of business. In the opinion of management, the resolution of claims outstanding at ~~September 30, 2013~~March 31, 2014 will not have a material effect on Cornerstone’s consolidated financial statements.

Note 6. Fair Value Disclosures

Fair Value Measurements:

Cornerstone 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~~“Fair Value Measurements and ~~Disclosure~~”Disclosures” ASC Topic 820, 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. 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.

ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction 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.

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ASC Topic 820 also establishes a three-tier fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, as follows:

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that Cornerstone has the ability to ~~access~~access.

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

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

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used by Cornerstone in estimating fair value disclosures for financial instruments. There have been no changes in the methodologies used at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012.~~2013.

Cash and cash equivalents:

The carrying amounts of cash and cash equivalents approximate fair values based on the short-term nature of the assets.

Cash and cash equivalents are classified as Level 1 of the fair value hierarchy.

Securities:

Fair values are estimated using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Securities classified as ~~available for sale~~available-for-sale are reported at fair value utilizing Level 2 inputs.

The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank. Federal Home Loan Bank stock is classified as Level 3 of the fair value hierarchy.

Loans:

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for fixed-rate loans are estimated using discounted cash flow analysis, using market interest rates for comparable loans. ~~Generally, Level 3 inputs are utilized for this estimate.~~ Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic 310,~~Accounting~~ “Accounting by Creditors for Impairment of a ~~Loan~~.Loan.” The fair value of impaired loans is estimated using several methods including collateral value, liquidation value and discounted cash flows.

Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At ~~September 30, 2013 and December~~March 31, ~~2012,~~2014, substantially all of the total impaired loans were evaluated based on the fair value of collateral. The remaining impaired loans were evaluated based on a discounted cash flow methodology. In accordance with ASC Topic 820, these impaired loans ~~where an~~with a valuation allowance ~~is established based on the fair value of collateral~~ require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, Cornerstone records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value or is based on a discounted cash flow methodology and there is no observable market price, Cornerstone records the impaired loan as nonrecurring Level 3. At December 31, 2013, impaired loans were evaluated based on the fair value of collateral and on the discounted cash flow methodology.

Cash surrender value of life insurance:

The carrying amounts of cash surrender value of life insurance approximate their fair value. The carrying amount is based on information received from the insurance carriers indicating the financial performance of the policies and the amount Cornerstone would receive should the policies be surrendered. Cornerstone reflects these assets within Level 2 of the valuation hierarchy.

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Foreclosed assets:

Foreclosed assets, consisting of properties obtained through foreclosure or in satisfaction of loans, ~~are~~is initially recorded at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustment to the fair value are recorded as a component of foreclosed ~~real estate~~assets expense. Foreclosed assets are included in Level 2 of the valuation hierarchy.

Deposits:

The fair value of deposits with no stated maturity, such as noninterest-bearing and interest-bearing demand deposits, savings deposits, and money market accounts, is equal to the amount payable on demand at the reporting date. The

carrying amounts of variable-rate, fixed-term certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market

interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits. Generally, Level 3 inputs are utilized in this estimate.

~~Fed funds purchased and securities~~Securities sold under agreements to repurchase:

The carrying amount of these liabilities approximates their estimated fair value. These liabilities are included in Level 3 of the fair value hierarchy.

Federal Home Loan Bank advances and other borrowings:

The ~~carrying amounts~~fair value of ~~FHLB~~these fixed rate advances ~~and other borrowings approximate their fair value.~~is estimated based on discounted contractual cash flows using current incremental borrowing rates for similar type borrowing arrangements. These liabilities are included in Level 3 of the fair value hierarchy.

Accrued interest:

The carrying amounts of accrued interest approximate fair value. Accrued interest is included in Level 3 of the fair value hierarchy.

Commitments to extend credit, letters of credit and lines of credit:

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Assets and liabilities recorded at fair value on a recurring basis are as follows.

Quoted Prices in Significant Significant
Active Markets Other Other
Balance as of for Identical Observable Unobservable
September 30, Assets Inputs Inputs
2013 (Level 1) (Level 2) (Level 3)
Debt securities available for sale:

U.S. Government agencies $ 3,528,345 $ - $ 3,528,345 $ -
State and municipal securities 17,694,356 - 17,694,356 -
Mortgage-backed securities:
  Residential mortgage loans
    guaranteed by GNMA or FNMA 7,903,524 - 7,903,524 -
  Collateralized mortgage
     obligations issued or
     guaranteed by U.S.
     Government agencies or
     sponsored agencies 66,156,191 - 66,156,191 -

Total securities
  available for sale $ 95,282,416 $ - $ 95,282,416 $ -

  Cash surrender value of life insurance $ 1,224,437 $ - $ 1,224,437 $ -

			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
	Balance as of		for Identical		Observable		Unobservable
	March 31,		Assets		Inputs		Inputs
	2014		(Level 1)		(Level 2)		(Level 3)
Debt securities available-for-sale:

U.S. Government agencies	$	3,170,529	$	-	$	3,170,529	$	-
State and municipal securities		14,585,384		-		14,585,384		-
Mortgage-backed securities:
Residential mortgage guaranteed by GNMA or FNMA		5,472,904		-		5,472,904		-
Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		65,572,535		-		65,572,535		-

Total securities available-for-sale	$	88,801,352	$	-	$	88,801,352	$	-

Quoted Prices in Significant Significant
Active Markets Other Other
Balance as of for Identical Observable Unobservable
December 31, Assets Inputs Inputs
2012 (Level 1) (Level 2) (Level 3)
Debt securities available for sale:
U.S. Government agencies $ 4,018,151 $ - $ 4,018,151 $ -
State and municipal securities 23,633,317 - 23,633,317 -
Mortgage-backed securities:
Residential mortgage loans
guaranteed by GNMA or FNMA 9,222,419 - 9,222,419 -
Collateralized mortgage
obligations issued or
guaranteed by U.S.
Government agencies or
sponsored agencies 39,222,759 - 39,222,759 -

Total securities
available for sale $ 76,096,646 $ - $ 76,096,646 $ -

Cash surrender value of life insurance $ 1,199,725 $ - $ 1,199,725 $ -

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
	Balance as of		for Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
	2013		(Level 1)		(Level 2)		(Level 3)
Debt securities available-for-sale:

U.S. Government agencies	$	3,481,335	$	-	$	3,481,335	$	-
State and municipal securities		15,249,238		-		15,249,238		-
Mortgage-backed securities:
Residential mortgage guaranteed by GNMA or FNMA		7,132,279		-		7,132,279		-
Collateralized mortgage obligations issued or guaranteed by U.S. Government agencies or sponsored agencies		66,345,820		-		66,345,820		-

Total securities available-for-sale	$	92,208,672	$	-	$	92,208,672	$	-

Cornerstone has no assets or liabilities whose fair values are measured on a recurring basis using Level 3 inputs. Additionally, there were no ~~transactions~~transfers between Level 1 and Level 2 in the fair value hierarchy.

Certain assets and liabilities are measured at fair value on a nonrecurring basis, which means the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The tables below present information about assets and liabilities on the balance sheet at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 for which a nonrecurring change in fair value was recorded (amounts in thousands).

			Quoted Prices in		Significant		Significant				Quoted Prices in		Significant		Significant
			Active Markets		Other		Other				Active Markets		Other		Other
	Balance as of		for Identical		Observable		Unobservable		Balance as of		for Identical		Observable		Unobservable
	September 30,		Assets		Inputs		Inputs		March 31,		Assets		Inputs		Inputs
	2013		(Level 1)		(Level 2)		(Level 3)		2014		(Level 1)		(Level 2)		(Level 3)

Impaired loans	$	3,267	$	-	$	3,267	$	-	$	1,115	$	-	$	1,101	$	14
Foreclosed assets (OREO & Repossessions)		14,924		-		14,924		-
Foreclosed assets										12,559		-		12,559		-

											Quoted Prices in		Significant		Significant
											Active Markets		Other		Other
									Balance as of		for Identical		Observable		Unobservable
									December 31,		Assets		Inputs		Inputs
									2013		(Level 1)		(Level 2)		(Level 3)

Impaired loans									$	3,331	$	-	$	891	$	2,440
Foreclosed assets										12,926		-		12,926		-

CORNERSTONE BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans include impaired loans held for investment for which an allowance for loan losses has been calculated based upon the fair value of the loans at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012.~~

~~CORNERSTONE BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

2013.

The carrying amount and estimated fair value of Cornerstone's financial instruments at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 are as follows (in thousands):

September 30, 2013 December 31, 2012
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
Assets:
    Cash and cash equivalents $ 21,255 $ 21,255 $ 59,395 $ 59,395
    Securities 95,319 95,320 76,142 76,143
    Federal Home Loan Bank stock 2,323 2,323 2,323 2,323
    Loans, net 281,022 281,403 270,850 271,128
    Cash surrender value of life insurance 1,224 1,224 1,200 1,200
    Accrued interest receivable 1,222 1,222 1,214 1,214

Liabilities:
    Noninterest-bearing demand deposits 54,452 54,452 60,054 60,054
    Interest-bearing demand deposits 25,464 25,464 30,179 30,179
    Savings deposits and money market  accounts 90,666 90,666 80,994 80,994
    Time deposits 170,174 171,541 173,654 175,177
    Federal funds purchased and securities
        sold under agreements to repurchase 20,509 20,509 19,587 19,587
    Federal Home Loan Bank advances
       and other borrowings 26,740 26,740 37,175 37,175
    Accrued interest payable 100 100 121 121

    Unrecognized financial instruments
        (net of contract amount):
             Commitments to extend credit - - - -
             Letters of credit - - - -
             Lines of credit - - - -

	March 31, 2014				December 31, 2013
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	21,917	$	21,917	$	24,852	$	24,852
Securities		88,834		88,835		92,243		92,244
Federal Home Loan Bank stock		2,323		2,323		2,323		2,323
Loans, net		289,941		290,960		286,237		287,411
Cash surrender value of life insurance		1,236		1,236		1,233		1,233
Accrued interest receivable		1,271		1,271		978		978

Liabilities:
Noninterest-bearing demand deposits		68,708		68,708		75,207		75,207
Interest-bearing demand deposits		30,170		30,170		24,564		24,564
Savings deposits and money market accounts		79,195		79,195		86,330		86,330
Time deposits		163,653		165,185		155,314		156,698
Federal funds purchased and securities
sold under agreements to repurchase		18,923		18,923		22,974		22,974
Federal Home Loan Bank advances
and other borrowings		26,740		27,373		26,740		27,449
Accrued interest payable		87		87		82		82

Unrecognized financial instruments
(net of contract amount):
Commitments to extend credit		-		-		-		-
Letters of credit		-		-		-		-
Lines of credit		-		-		-		-

2625

Cornerstone Bancshares, Inc. and Subsidiary

Net Interest Margin Analysis

Taxable Equivalent Basis

Three months ended
September 30
(Amounts in thousands)
Assets 2013 2012
Average Income/ Yield/ Average Income/ Yield/
Earning assets: Balance Expense Rate Balance Expense Rate
Loans* $ 281,341 $ 4,294 6.05 % $ 270,109 $ 4,241 6.23 %
Investment securities 104,261 457 1.89 % 91,889 478 2.36 %
Other earning assets 14,937 9 0.24 % 27,460 16 0.23 %
  Total earning assets 400,539 $ 4,760 4.75 % 389,458 $ 4,735 4.89 %
Allowance for loan losses (3,933 ) (5,892 )
Cash and other assets 34,462 34,878
TOTAL ASSETS $ 431,068 $ 418,443

Liabilities and Shareholders' Equity

Interest-bearing liabilities:
Interest-bearing demand deposits $ 25,388 $ 10 0.16 % $ 26,357 $ 21 0.32 %
Savings deposits 12,858 7 0.22 % 10,702 10 0.36 %
MMDA's 78,715 100 0.50 % 56,761 114 0.79 %
Time deposits 166,401 445 1.06 % 189,882 612 1.28 %
Federal funds purchased and securities
  sold under agreements to repurchase 25,102 22 0.34 % 19,471 22 0.45 %
Federal Home Loan Bank and other borrowings 29,012 285 3.90 % 37,336 394 4.19 %
  Total interest-bearing liabilities 337,476 869 1.02 % 340,509 1,173 1.37 %
Net interest spread $ 3,891 3.73 % $ 3,562 3.53 %
Noninterest-bearing demand deposits 51,727 40,722
Accrued expenses and other liabilities 1,483 (288 )
Shareholders' equity 40,382 37,501
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY $ 431,068 $ 418,443
Net yield on earning assets 3.89 % 3.70 %

Taxable equivalent adjustment:
  Loans 0 0
  Investment securities 39 69
          Total adjustment 39 69

~~Loans includes non-accrual loans which yield zero percent.~~

	Three Months Ended
	March 31
(Amounts in thousands)
Assets	2014								2013
	Average			Income/		Yield/			Average			Income/		Yield/
Earning assets:	Balance			Expense		Rate			Balance			Expense		Rate
Loans, net of unearned income	$	291,830		$	4,095		5.69	%	$	275,696		$	4,142		6.09	%
Investment securities		95,968			431		1.99	%		86,741			440		2.35	%
Other earning assets		12,377			7		0.23	%		33,484			21		0.26	%
Total earning assets		400,175		$	4,533		4.63	%		395,921		$	4,603		4.78	%
Allowance for loan losses		(3,106	)							(5,933	)
Cash and other assets		29,213								36,838
TOTAL ASSETS	$	426,282							$	426,827

Liabilities and Shareholders' Equity

Interest-bearing liabilities:
Interest-bearing demand deposits	$	27,972		$	10		0.14	%	$	28,438		$	20		0.29	%
Savings deposits		15,379			4		0.10	%		11,620			7		0.26	%
MMDA's		65,299			54		0.33	%		74,215			110		0.60	%
Time deposits		160,384			375		0.95	%		168,789			465		1.12	%
Federal funds purchased and securities
sold under agreements to repurchase		21,562			19		0.35	%		21,090			18		0.35	%
Federal Home Loan Bank and other borrowings		31,661			261		3.35	%		32,713			340		4.22	%
Total interest-bearing liabilities		322,257			723		0.91	%		336,865			962		1.16	%
Net interest spread				$	3,811		3.72	%				$	3,641		3.62	%
Noninterest-bearing demand deposits		63,077								46,812
Accrued expenses and other liabilities		501								2,016
Shareholders' equity		40,447								41,135
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	426,282							$	426,827
Net yield on earning assets							3.90	%							3.79	%

Taxable equivalent adjustment:
Loans					0								0
Investment securities					39								62
Total adjustment					39								62

~~Cornerstone Bancshares, Inc. and Subsidiary~~

~~Net Interest Margin Analysis~~

~~Taxable Equivalent Basis~~

Nine months ended
September 30
(Amounts in thousands)
Assets 2013 2012
Average Income/ Yield/ Average Income/ Yield/
Earning assets: Balance Expense Rate Balance Expense Rate
Loans* $ 276,606 $ 12,515 6.05 % $ 266,187 $ 12,571 6.31 %
Investment securities 97,786 1,379 2.10 % 91,827 1,563 2.58 %
Other earning assets 23,232 45 0.26 % 25,535 44 0.23 %
  Total earning assets 397,624 $ 13,939 4.74 % 383,549 $ 14,179 5.02 %
Allowance for loan losses (5,053 ) (6,345 )
Cash and other assets 36,808 35,968
TOTAL ASSETS $ 429,379 $ 413,172

Liabilities and Shareholders' Equity

Interest-bearing liabilities:
Interest-bearing demand deposits $ 26,477 $ 46 0.23 % $ 26,526 $ 65 0.33 %
Savings deposits 12,235 22 0.24 % 10,317 29 0.37 %
MMDA's 76,729 319 0.56 % 47,625 305 0.86 %
Time deposits 167,406 1,366 1.09 % 191,378 1,946 1.36 %
Federal funds purchased and securities
  sold under agreements to repurchase 22,330 56 0.34 % 22,309 77 0.46 %
Federal Home Loan Bank and other borrowings 31,142 941 4.04 % 39,990 1,281 4.28 %
  Total interest-bearing liabilities 336,319 2,750 1.09 % 338,145 3,703 1.46 %
Net interest spread $ 11,189 3.65 % $ 10,475 3.55 %
Noninterest-bearing demand deposits 50,338 38,684
Accrued expenses and other liabilities 1,865 (163 )
Shareholders' equity 40,857 36,507
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY $ 429,379 $ 413,172
Net yield on earning assets 3.81 % 3.73 %

Taxable equivalent adjustment:
  Loans 0 0
  Investment securities 156 212
          Total adjustment 156 212

~~Loans includes non-accrual loans which yield zero percent.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cornerstone is a bank holding company and the parent company of the Bank, a Tennessee banking corporation which operates primarily in and around Chattanooga, Tennessee. The Bank has five full-service banking offices located in Hamilton County, Tennessee, and one loan production office located in Dalton, Georgia. The Bank’s business consists primarily of attracting deposits from the general public and, with these and other funds, originating real estate loans, consumer loans, business loans, and residential and commercial construction loans. The principal sources of income for the Bank are interest and fees collected on loans, fees collected on deposit accounts, and interest and dividends collected on other investments. The principal expenses of the Bank are interest paid on deposits, employee compensation and benefits, office expenses, and other overhead expenses.

The following is a discussion of Cornerstone’s financial condition at ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 and our results of operations for the three ~~and nine~~ months ended ~~September 30, 2013~~March 31, 2014 and ~~2012.~~2013. The purpose of this discussion is to focus on information about Cornerstone’s financial condition and results of operations which is not otherwise apparent from the consolidated financial statements. The following discussion and analysis should be read along with Cornerstone’s consolidated financial statements and the related notes included elsewhere herein.

Critical AccountingPolicies

Cornerstone’s accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. Our significant accounting policies are described in Note 1, ~~Presentation~~“Presentation of Financial Information,” to the consolidated financial statements and are integral to understanding the MD&A. Critical accounting policies include the initial adoption of an accounting policy that has a material impact on our financial presentation as well as accounting estimates reflected in our financial statements that require us to make estimates and assumptions about matters that were highly uncertain at the time. Disclosure about critical estimates is required if different estimates that Cornerstone reasonably could have used in the current period would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. The following is a description of our critical accounting policies.

Allowance for Loan Losses

The allowance for loan losses is established and maintained at levels management deems adequate to absorb credit losses inherent in the portfolio as of the balance sheet date. The allowance is increased through the provision for loan losses and reduced through loan charge-offs, net of recoveries. The level of the allowance is based on known and inherent risks in the portfolio, past loan loss experience, underlying estimated values of collateral securing loans, current economic conditions and other factors as well as the level of specific impairments associated with impaired loans. This process involves our analysis of complex internal and external variables and it requires that management exercise judgment to estimate an appropriate allowance.

Changes in the financial condition of individual borrowers, economic conditions or changes to our estimated risks could require us to significantly decrease or increase the level of the allowance. Such a change could materially impact Cornerstone’s net income as a result of the change in the provision for loan losses. Refer to ~~Notes~~Note 1 and 4 in the notes to Cornerstone’s consolidated financial statements for a discussion of Cornerstone’s methodology of establishing the allowance.

Estimates of Fair Value

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of accounting. Cornerstone’s ~~available for sale~~available-for-sale securities ~~and cash surrender value of life insurance~~ are measured at fair value on a recurring basis. Additionally, fair value is used to measure certain assets and liabilities on a nonrecurring basis. Cornerstone uses fair value on a nonrecurring basis for foreclosed assets and collateral associated with impaired collateral-dependent loans. Fair value is also used in certain impairment valuations, including assessments of goodwill, other intangible assets and long-lived assets.

Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Estimating fair value in accordance with applicable accounting guidance requires that Cornerstone make a number of significant judgments. Accounting guidance provides three levels of fair value. Level 1 fair value refers to observable market prices for identical assets or liabilities. Level 2 fair value refers to similar assets or liabilities with observable market data. Level 3 fair value refers to assets and liabilities where market prices are unavailable or impracticable to obtain for similar assets or liabilities. Level 3 valuations require modeling techniques, such as discounted cash flow analyses. These modeling techniques incorporate Cornerstone’s assessments regarding assumptions that market participants would use in pricing the asset or the liability.

Changes in fair value could materially impact our financial results. Refer to Note 6, “Fair Value Disclosures,” in the notes to Cornerstone’s consolidated financial statements for a discussion of the methodology in calculating fair value.

Income Taxes

Cornerstone is subject to various taxing jurisdictions where Cornerstone conducts business. Cornerstone estimates income tax expense based on amounts expected to be owed to these jurisdictions. Cornerstone evaluates the reasonableness of our effective tax rate based on a current estimate of annual net income, tax credits, non-taxable income, non-deductible expenses and the applicable statutory tax rates. The estimated income tax expense or benefit is reported in the consolidated statements of income.

The accrued tax liability or receivable represents the net estimated amount due or to be received from tax jurisdictions either currently or in the future and are reported in other liabilities or other assets, respectively, in Cornerstone’s consolidated balance sheets. Cornerstone assesses the appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent and other pertinent information and maintains tax accruals consistent with management’s evaluation. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations by tax authorities and newly enacted statutory, judicial and regulatory guidance that could impact the relative merits of tax positions. These changes, if or when they occur, could impact accrued taxes and future tax expense and could materially affect our financial results.

Cornerstone periodically evaluates uncertain tax positions and estimates the appropriate level of tax reserves related to each of these positions. Additionally, Cornerstone evaluates its deferred tax assets for possible valuation allowances based on the amounts expected to be realized. The evaluation of uncertain tax positions and deferred tax assets involves a high degree of judgment and subjectivity. Changes in the results of these evaluations could have a material impact on our financial results. Refer to Note 9,8, “Income Taxes,” in the notes to Cornerstone’s consolidated financial statements set forth in its Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 for more information.

Review of Financial Performance

As of ~~September 30, 2013,~~March 31, 2014, Cornerstone had total consolidated assets of approximately ~~$430~~$429 million, total loans of approximately ~~$284~~$293 million, total securities of approximately ~~$95~~$89 million, total deposits of approximately ~~$341~~$ 342 million and stockholders’ equity of approximately ~~$40~~$41 million. Net income for the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2013~~March 31, 2014 totaled ~~$428,548 and $1,276,707, respectively.~~$412,151.

Results of Operations

Net income for the three months ended ~~September 30, 2013~~March 31, 2014 was ~~$428,548~~$412,151 or $0.00 basic earnings per common shares, compared to a net income of ~~$364,246~~$452,128 or $0.01 basic earnings per common shares, for the same period in ~~2012. Net income for the nine months ended September 30, 2013 was $1,276,707 compared to a net income of $1,031,348 for the same period in 2012.~~2013.

The following table presents our results for the three ~~and nine~~ months ended ~~September 30, 2013~~March 31, 2014 compared to the three ~~and nine~~ months ended ~~September 30, 2012~~March 31, 2013 (amounts in thousands).

2013-2012 2013-2012
Three months Percent Dollar Nine months Percent Dollar
ended September 30, Increase Amount ended September 30, Increase Amount
2013 2012 (Decrease) Change 2013 2012 (Decrease) Change
Interest income $ 4,760 $ 4,735 0.53 % $ 25 $ 13,939 $ 14,178 (1.69 )% $ (239 )
Interest expense 869 1,172 (25.85 )% (303 ) 2,750 3,703 (25.74 )% (953 )
Net interest income
before provision for loan loss 3,891 3,563 9.21 % 328 11,189 10,475 6.82 % 714
Provision for loan loss - 100 (100.00 )% (100 ) 300 100 200.00 % 200
Net interest income after
provision for loan loss 3,891 3,463 12.36 % 428 10,889 10,375 4.95 % 514
Total noninterest income 270 258 4.65 % 12 1,323 778 70.05 % 545
Total noninterest expense 3,464 3,203 8.15 % 261 10,142 9,700 4.56 % 442
Income before income taxes 697 518 34.56 % 178 2,070 1,453 42.46 % 617
Provision for income taxes 268 154 74.03 % 114 793 422 87.91 % 371
Net income $ 429 $ 364 17.86 % 65 $ 1,277 $ 1,031 23.86 % 246

					2014-2013
	Three months				Percent			Dollar
	ended March 31,				Increase			Amount
	2014		2013		(Decrease)			Change
Interest income	$	4,533	$	4,603		(1.52	)%	$	(70	)
Interest expense		723		962		(24.84	)%		(239	)
Net interest income
before provision for loan loss		3,810		3,641		4.64	%		169

Provision for loan loss		165		300		(45.00	)%		(135	)
Net interest income after
provision for loan loss		3,645		3,341		9.10	%		304

Total noninterest income		323		356		(9.27	)%		(33	)
Total noninterest expense		3,301		2,976		10.92	%		325

Income before income taxes		667		721		7.49	%		(54	)

Provision for income taxes		255		269		(5.20	)%		(14	)

Net income	$	412	$	452		(8.85	)%	$	(40	)

Net Interest Income-Net interest income represents the amount by which interest earned on various earning assets exceeds interest paid on deposits and other interest-bearing liabilities. Net interest income is also the most significant component of our earnings. For the three months ended ~~September 30, 2013,~~March 31, 2014, net interest income before the provision for loan ~~loss~~losses, increased approximately ~~$328~~$169 thousand or ~~9.21~~4.64 percent over the same period of ~~2012. For the nine months ended September 30, 2013, net interest income before the provision for loan loss increased $714 thousand or 6.82 percent.~~

2013. Cornerstone’s interest rate spread on a tax equivalent basis (which is the difference between the average yield on earning assets and the average rate paid on interest-bearing liabilities) was ~~3.73~~3.72 percent compared to ~~3.53~~3.62 percent for the three month periods ended ~~September 30,~~March 31, 2014 and 2013, ~~and 2012, respectively. The interest rate spread on a tax equivalent basis was 3.65 percent compared to 3.55 percent for the nine month periods ended September 30, 2013 and 2012, respectively.~~

~~The net interest margin on a tax equivalent basis was 3.89 percent and 3.70 percent for the three months ending September 30, 2013 and 2012,~~ respectively. The net interest margin on a tax equivalent basis was ~~3.81~~3.90 percent and ~~3.73~~3.79 percent for the ~~nine months ending September 30,~~three month periods ended March 31, 2014 and 2013, ~~and 2012,~~ respectively.

Significant items related to the changes in net interest income, net interest yields and rates, and net interest margin are presented below:

	The Bank’s net interest income before provision for loan loss as of September 30, 2013 has been positively impacted by a reduction in cost of funds. The cost of funds reduction was the result of a decrease in interest rates paid by the Bank and a change in the deposit mix with customers choosing to place deposits in transactional accounts rather than certificates of deposit. The Bank’s cost of funds was approximately $869 thousand for the three months ended September 30, 2013 compared to $1.2 million during the same time period in 2012.

	The Bank’s loan portfolio yield decreased to 6.05 percent for the three months ended September 30, 2013 compared to 6.23 percent for the three months ended September 30, 2012. Management believes the interest rates on loans will continue to decrease as the Bank attempts to increase its outstanding loan balances in a very competitive market. If management is successful in increasing the amount of outstanding loans, the resulting change in asset mix would increase the Bank’s total interest income.

The Bank’s net interest income as of March 31, 2014 has been positively impacted by a reduction in interest expense of the funding of the Bank. The primary savings have been a reduction in the Federal Home Loan Bank balances and a migration of funding from certificates of deposit and money market accounts into non-interest bearing deposits accounts. First quarter 2014 interest income remains stable when compared to the first quarter of 2013. While yield on earning assets decreased 0.15 percent, the Bank compensated by increasing the balance of average loans and securities by approximately $25 million.



	For the three month period ended September 30, 2013, the Bank’s investment portfolio yielded 1.89 percent compared to 2.36 percent for the same time period in 2012. The decrease in the investment portfolio yield was due to the liquidation of approximately $5 million in municipal securities during the second quarter of 2013 combined with an increase in variable interest rate mortgage-backed securities.

	The Bank’s net interest margin for the three month period ending September 30, 2013 compared to September 30, 2012 increased by 19 basis points. The Bank was able to achieve this increase primarily due to the decreases in the total interest-bearing liabilities. Specifically, Cornerstone was able to reduce its Federal Home Loan Bank and borrowings cost from 4.19 percent for the three months ended September 30, 2012 to 3.90 percent for the three months ended September 30, 2013.

The Bank’s loan portfolio yield decreased to 5.69 percent for the three months ended March 31, 2014 compared to 6.09 percent for the three months ended March 31, 2013. Management believes loan yields will continue to see downward pressure during 2014 as customers continue to refinance existing loans and due to general market conditions. Cornerstone will attempt to increase its outstanding loan balances during 2014 to offset the possible yield reduction.

For the three month period ended March 31, 2014, the Bank investment portfolio yield decreased to 1.99 percent compared to 2.35 percent for the same time period in 2013. The Bank increased the amount of its overall investment portfolio to an average balance of approximately $96 million as of March 31, 2014 from approximately $87 million as of March 31, 2013 to invest cash that accumulated due to decreased loan demand in previous years and continued prepayment amounts associated with the Bank’s mortgage-backed security portfolio. Management believes the present level of investment securities is sufficient to provide for all pledging needs and represents an appropriate amount of the balance sheet to provide liquidity and interest rate protection.

The Bank’s net interest margin increased from March 31, 2013 to March 31, 2014 by 11 basis points. The majority of the increase is due to reduced interest expense relating to a migration from certificates of deposits and other interest bearing deposits to non-interest bearing deposits, further decreases in deposit rates and a reduction in FHLB borrowings. Management believes that the balance sheet will remain at the present level or increase slightly. Further, management continues to try and adjust the Bank’s balance sheet composition by reducing foreclosed assets and increasing the Bank’s loan balances. Management anticipates improvement in the Bank’s net interest margin is possible with the increase in loans and reduction of FHLB advances, as they mature, in the next 12 months.

Provision for Loan Losses-The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, should be adequate to provide coverage for the inherent losses on outstanding loans. ~~Based upon management’s evaluation,~~ Cornerstone ~~determined that its allowance~~recorded $165 thousand in provision for loan losses ~~was adequate and therefore, did not record additional loan loss expense during~~for the ~~third quarter of 2013. For the year,~~three months ended March 31, 2014. Cornerstone ~~has~~ recorded ~~$300,000 on~~$300 thousand in provision for loan ~~losses.~~losses for the three months ended March 31, 2013.

Noninterest Income-Items reported as noninterest income include service charges on checking accounts, insufficient funds charges, automated clearing house (“ACH”) processing fees and the Bank’s secondary mortgage department earnings. Increases in income derived from service charges and ACH fees are primarily a function of the Bank’s growth while fees from the origination of mortgage loans will often reflect market conditions and fluctuate from period to period.

The following table presents the components of noninterest income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ (dollars in thousands):

					2013-2012							2013-2012							2014-2013
	Three months ended				Percent			Nine months ended				Percent			Three months ended				Percent
	September 30,				Increase			September 30,				Increase			March 31,				Increase
	2013		2012		(Decrease)			2013		2012		(Decrease)			2014		2013		(Decrease)
Service charges on deposit accounts	$	218	$	197		10.66	%	$	608	$	602		1.00	%	$	189	$	188		0.53	%
Net gains on sale of securities		-		-		-			425		-		N/A			102		-
Net gains on sale of loans and other assets		39		48		(18.75	)%		241		124		94.35	%		19		149		(87.25	)%
Other noninterest income		13		13		0.00	%		49		52		(5.77	)%		13		19		(33.33	)%
Total noninterest income	$	270	$	258		4.25	%	$	1,323	$	778		70.05	%	$	323	$	356		(9.30	)%

Significant matters relating to the changes in noninterest income are presented below:

	The Bank has maintained a consistent amount of noninterest income for the three months ended September 30, 2013 and September 30, 2012. The Bank has been able to increase its deposit account balances since September 30, 2012. The Bank has only experienced a slight increase in service charges during this time due to a significant reduction in overdraft fees.

	The Bank realized a $425 thousand security gain on the liquidation of approximately $5 million in municipal bond securities during the second quarter of 2013. The security gain is the primary increase in noninterest income for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

The Bank sold approximately $2.4 million of securities and recorded a gain of approximately $102 thousand during the first quarter of 2014.

During the first quarter of 2013, the Bank recorded approximately a $100 thousand fee from the sale of a Small Business Administration ( “SBA”) 7A loan while during the first quarter of 2014, the Bank did not sell any SBA loans.

Noninterest Expense-Items reported as noninterest expense include salaries and employee benefits, occupancy and equipment expense, ~~depository insurance,~~ net foreclosed assets expense, depository insurance and other operating expense.

The following table presents the components of noninterest expense for the three ~~and nine~~ months ended ~~September30,~~March 31, 2014 and 2013 ~~and 2012~~ (dollars in ~~thousands~~)thousands).

2013-2012 2013-2012
Three months ended Percent Nine months ended Percent
September 30, Increase September 30, Increase
2013 2012 (Decrease) 2013 2012 (Decrease)
Salaries and employee benefits $ 1,619 $ 1,566 3.38 % $ 4,839 $ 4,727 2.37 %
Occupancy and equipment expense 334 355 (5.92 )% 1,011 1,038 (2.60 )%
Foreclosed asset expense, net 382 314 21.66 % 1,309 945 38.52 %
FDIC depository insurance 162 237 (31.65 )% 483 683 (29.28 )%
Other operating expense 967 731 32.42 % 2,500 2,307 8.37 %
Total noninterest expense $ 3,464 $ 3,203 8.18 % $ 10,142 $ 9,700 4.56 %

					2014-2013
	Three months ended				Percent
	March 31,				Increase
	2014		2013		(Decrease)
Salaries and employee benefits	$	1,827	$	1,597		14.40	%
Occupancy and equipment expense		309		338		(8.58	)%
Foreclosed assets expense, net		349		129		170.54	%
FDIC depository insurance		155		160		(3.13	)%
Other operating expense		661		752		(12.10	)%
Total noninterest expense	$	3,301	$	2,976		10.92	%

Significant matters relating to the changes to noninterest expense are presented below:

	Cornerstone’s employee expense increased slightly when comparing both the three and nine months ended September 30, 2013 to September 30, 2012. The increase is primarily attributable to an increase in the Bank’s employee performance incentive compensation accrual. Management has elected to maintain consistent salary levels as the Bank continues to improve its earnings. The incentive compensation is distributed to employees during the fourth quarter of each year if the Bank achieves certain annual performance goals.

	As of September 30, 2013, the Bank had incurred approximately $1.3 million in foreclosed assets expense. The expense consists of asset write-downs based upon current appraisals, carrying cost and losses on the sale of foreclosed assets. Management, in its financial reporting, nets the foreclosed assets expense and write-downs against the revenue generated from income producing real estate. As of September 30, 2012, the Bank had incurred $945 thousand in foreclosed asset expense. The increase in expense when comparing September 30, 2013 to September 30, 2012 can be attributed, in part, to the liquidation of foreclosed assets during the third quarter of 2013. During this time period the Bank was able to reduce its foreclosed asset balance by approximately $3.9 million.

	Depository insurance during the third quarter decreased from approximately $237 thousand as of September 30, 2012 to approximately $162 thousand as of September 30, 2013. Management anticipates the FDIC expense to reduce further as the Bank’s regulatory status improves.

	The Bank has experienced only slight increases its other operating cost when comparing the three and nine months ended September 30, 2013 to September 30, 2012. The ability to maintain these costs at consistent levels can be attributed to the Bank’s employees as cost saving measures have been evaluated and implemented over the last three years.

Cornerstone recorded compensation expense in the amount of $156 thousand for stock grants issued to the Board of Directors and $40 thousand in stock options compensation expense during the first quarter of March 2014 versus none in the first quarter of March 2013. Management does not anticipate additional stock grants to be issued in 2014. Other salaries and employee benefits increased slightly during the first quarter of 2014 as a result of the Bank addressing employee wage increases. The Bank had not provided wage increases in the past three years.

As of March 31, 2014, the Bank recorded approximately $349 thousand in foreclosed asset expense compared to approximately $129 thousand during the first quarter of March 31, 2013. The majority of the $349 thousand in foreclosed asset expense was comprised of approximately $244 thousand in appraisal write downs and losses incurred on the disposal of foreclosed assets. The Bank incurred approximately $104 thousand in net carrying cost for its foreclosed assets during the first quarter of 2014. A majority of the incremental expense was due to maintenance and repairs of the existing properties. Management anticipates approximately $1.2 million of expense and write-downs on its foreclosed assets during 2014. Management nets the expense and write-downs of other real estate owned against the income generated from income producing real estate to calculate net foreclosed asset expense.

Financial Condition

Overview-Cornerstone’s consolidated assets totaled approximately ~~$443~~$432 million as of December 31, ~~2012.~~2013. As of ~~September 30, 2013,~~March 31, 2014, total consolidated assets had decreased approximately ~~$13.8~~$3 million or ~~3.1~~0.74 percent to approximately ~~$430~~$429 million.

Liabilities as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 totaled approximately ~~$390~~$388 million and ~~$403~~$392 million, respectively.

Stockholders’ equity as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 totaled approximately ~~$40~~$41 million and ~~$41~~$40 million, respectively.

Securities-The Bank’s investment portfolio, primarily consisting of Ginnie Mae ~~agency,~~Agency, mortgage-backed securities and municipal securities, ~~amounted to~~in the amount of approximately ~~$95~~$89 million as of ~~September 30, 2013~~March 31, 2014 compared to approximately ~~$76~~$92 million as of December 31, ~~2012.~~2013. The primary purposes of the Bank’s investment portfolio ~~are~~is to provide liquidity, satisfy pledging requirements, ~~and~~ collateralize the Bank’s repurchase ~~accounts.~~accounts and secure the Bank’s FHLB borrowings.

Loans-The composition of loans at ~~September 30, 2013~~March 31, 2014 and at December 31, ~~2012~~2013 and the percentage (%) of each classification to total loans are summarized in the following table (dollars in thousands):

	September 30,			December 31,			March 31, 2014						December 31, 2013
	2013			2012			Amount			Percent			Amount			Percent
Commercial real estate-mortgage:
Commercial real estate-mortgage
Owner-occupied	$	66,143		$	58,425		$	68,653			23.43	%	$	65,747			22.72	%
All other		66,721			66,747			70,089			23.93	%		64,052			22.13	%
Consumer real estate-mortgage		69,911			71,195			77,767			26.55	%		76,315			26.37	%
Construction and land development		38,970			38,557			32,752			11.18	%		41,597			14.37	%
Commercial and industrial		39,782			40,140			41,122			14.04	%		38,999			13.47	%
Consumer and other		2,654			1,927			2,569			0.87	%		2,730			0.94	%
Total loans		284,181			276,991			292,952			100.00	%		289,440			100.00	%
Less: Allowance for loan losses		(3,159	)		(6,141	)		(3,011	)					(3,203	)

Loans, net	$	281,022		$	270,850		$	289,941					$	286,237

Allowance for Loan Losses-The allowance for loan losses represents Cornerstone’s assessment of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. Management analyzes the loan portfolio quarterly to determine the adequacy of the allowance for loan losses and the appropriate provisions required to maintain a level considered adequate to absorb anticipated loan losses. The Bank uses a risk based approach to calculate the appropriate loan loss allowance in accordance with guidance issued by the Federal Financial Institutions Examination Council. Although the Bank performs prudent credit underwriting, no assurances can be given that adverse economic circumstances will not result in increased losses in the loan portfolio and require greater provisions for possible loan losses in the future.

During the third quarter of 2013, the Bank did not record a provision expense to the loan loss allowance. Management believes that it has established an allowance for loan losses that adequately accounts for the Bank’s identified loan impairment. However, additional provision to the loan loss allowance may be needed in future quarters as the Bank works its problem assets through the collection cycle.

During the first quarter of 2014, the Bank recorded $165 thousand in provision expense to the loan loss allowance. Cornerstone utilizes a ten quarter look-back time frame for its historic loan loss analysis for loan charge-offs and recoveries. Management believes its allowance methodology is consistent with generally accepted accounting principles and interagency policy statements published by the Bank’s regulatory agencies. However, additional provision to the loan loss allowance may be needed in future quarters as the Bank works its problem assets through the collection cycle and as the loan portfolio continues to grow.

The following is a summary of changes in the allowance for loan losses for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and for the year ended December 31, ~~2012~~2013 and the ratio of the allowance for loan losses to total loans as of the end of each period ~~(amounts~~(dollars in thousands):

	September 30,			December 31,			March 31,			December 31,
	2013			2012			2014			2013
Balance, beginning of period	$	6,141		$	7,400		$	3,203		$	6,141
Loans charged-off		(4,460	)		(2,869	)		(486	)		(4,709	)
Recoveries of loans previously charged-off		1,178			1,180			129			1,471
Provision for loan losses		300			430			165			300
Balance, end of period	$	3,159		$	6,141		$	3,011		$	3,203

Total loans	$	284,181		$	276,991		$	292,952		$	289,440

Ratio of allowance for loan losses to loans
outstanding at the end of the period		1.11	%		2.22	%		1.03	%		1.11	%

Ratio of net charge-offs to total loans
outstanding for the period		1.15	%		0.61	%		0.12	%		1.12	%

Non-Performing Assets-The specific economic and credit risks associated with the Bank’s loan portfolio include, but are not limited to, a general downturn in the economy which could affect employment rates in our market area, general real estate market deterioration, interest rate fluctuations, deteriorated or non-existent collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and violation of laws and regulations.

The Bank attempts to reduce these economic and credit risks by adherence to a lending policy approved by the Bank’s board of directors. The Bank’s lending policy establishes loan to value limits, collateral perfection, credit underwriting criteria and other acceptable lending standards. The Bank classifies loans that are ninety (90) days past due and still accruing interest, renegotiated loans, ~~non-accrual~~nonaccrual loans, foreclosures and repossessed property as non-performing assets. The Bank’s policy is to categorize a loan on ~~non-accrual~~nonaccrual status when payment of principal or interest is ~~contractually~~ ninety (90) or more days past due. At the time the loan is categorized as ~~non-accrual~~nonaccrual the interest previously accrued but not collected may be reversed and charged against current earnings.

The Bank has been able to reduce its non-performing assets over the last twelve months. As of March 31, 2014, the Bank had approximately $17.3 million in non-performing assets. The majority of this amount is comprised of foreclosed assets. The Bank has attempted to be proactive in its approach of minimizing the time a loan is recorded in nonaccrual status. Management has been able to transition loans from nonaccrual into foreclosed assets or, in some limited instances, upgrade the loan to a performing status. Management anticipates additional loans could transition into foreclosed assets in the future. However, management anticipates the balance of foreclosed and non-performing assets overall will continue to reduce as the Bank continues to allocate both financial and human resources towards this objective.

The following table summarizes Cornerstone’s non-performing assets at each quarter end from ~~December~~June 30, 2013 to March 31, ~~2012 to September 30, 2013~~2014 (amounts in thousands):

	September 30,			June 30,			March 31,			December 31,			March 31,			December 31,			September 30,			June 30,
	2013			2013			2013			2012			2014			2013			2013			2013
Non-accrual loans	$	4,096		$	6,883		$	6,364		$	6,005
Nonaccrual loans													$	4,779		$	3,566		$	4,096		$	6,883
Foreclosed assets		14,924			18,867			21,159			20,332			12,559			12,926			14,924			18,867
Total non-performing assets	$	19,020		$	25,750		$	27,523		$	26,337		$	17,338		$	16,492		$	19,020		$	25,750

30-89 days past due loans	$	1,659		$	5,111		$	4,023		$	6,594		$	2,193		$	5,816		$	1,659		$	5,111

Total loans outstanding	$	284,181		$	276,063		$	272,550		$	276,991		$	292,952		$	289,440		$	284,181		$	276,063

Allowance for loan losses		3,159			5,095			5,669			6,141		$	3,011		$	3,203		$	3,159		$	5,095

Ratio of non-performing loans
to total loans outstanding
at the end of the period		1.44	%		2.49	%		2.33	%		2.17	%		1.63	%		1.23	%		1.44	%		2.49	%

Ratio of non-performing assets
to total allowance for loan losses
at the end of the period		602.09	%		505.40	%		485.00	%		428.87	%		575.82	%		514.89	%		602.09	%		505.40	%

	The Bank’s non-accrual loans have declined during the third quarter of 2013. Management has attempted to proactively resolve loans that have been classified as non-accrual, when possible, through aggressive collection efforts and the Bank’s Special Assets department. Management anticipates that non-accrual balances will decline as the Bank continues to see a decline in the rate of loans being downgraded and management continues to proactively address these loans.

	The Bank’s foreclosed assets have declined over the last three quarters. The Bank’s Special Asset department has been successful in stabilizing, improving and marketing the foreclosed assets. As a result of these efforts, the Bank has seen a reduction in its foreclosed assets of approximately $5.4 million since December 31, 2012. Currently, the Bank has approximately $1.2 million under contract to sell. The disposition of nonperforming assets is one of the key factors to the Bank’s success.

	As mentioned previously, the Bank has been able to reduce its non-accrual loans and foreclosed assets. The progress in these two areas demonstrates an improvement in the Bank’s nonperforming assets. Since December 31, 2012, the Bank has been able to reduce its nonperforming assets from approximately $26 million to approximately $19 million as of September 30, 2013. This is a significant improvement in Bank’s risk profile and expense amounts. Management also believes the positive trend in 30-89 past due loans demonstrates that the Bank’s asset quality is improving.

The Bank’s nonaccrual balances decreased during the first quarter of 2014 compared to the first quarter of 2013. Loans 30-89 days past due also declined in the first quarter of 2014 when compared to the first quarter of 2013.

Management believes nonaccrual loans will decrease during the remainder of 2014.

The Bank’s foreclosed assets decreased from approximately $21 million as of March 31, 2013 to approximately $13 million as of March 31, 2014. The Bank has seen an improvement in the level of interest in its properties by potential buyers and has provided $1.2 million for foreclosed asset expense again in the 2014 budget to decrease foreclosed assets. Management is targeting a net reduction in foreclosed asset levels by approximately $5 million during the remainder of 2014.

Deposits and Other Borrowings-The Bank’s deposits consist of non-interest bearing demand deposits, interest- bearing demand accounts, savings and money market accounts, and time deposits. The Bank has agreements with some customers to sell certain of its securities under agreements to repurchase the ~~security~~securities the following day. The Bank has also obtained advances from the FHLB.

The following table presents the Bank’s deposits and other borrowings as either core funding or non-core funding. Core funding consists of all deposits except for time deposits issued in denominations of $100,000 or greater. All other funding is classified as non-core (amounts in thousands).

	September 30, 2013					December 31, 2012					March 31, 2014					December 31, 2013
Core funding:	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Noninterest-bearing demand deposits	$	54,452		14.10	%	$	60,054		15.0	%	$	68,708		17.8	%	$	75,206		19.3	%
Interest-bearing demand deposits		25,464		6.59	%		30,179		7.6	%		30,170		7.8	%		24,564		6.3	%
Savings and money market accounts		90,666		23.47	%		80,994		20.3	%		79,195		20.5	%		86,330		22.2	%
Time deposits under $100,000		81,064		20.99	%		85,917		21.5	%		70,490		18.3	%		74,080		19.0	%
Total core funding		251,646		65.15	%		257,144		64.4	%		248,563		64.4	%		260,180		66.8	%

Non-core funding:
Time deposit of $100,000 or more	$	89,110		23.07	%	$	87,737		22.0	%	$	93,163		24.2	%	$	81,234		20.9	%
Fed funds purchased and securities
sold under agreements to repurchase		20,509		5.31	%		19,587		4.9	%		18,923		4.9	%		22,974		5.9	%
Federal Home Loan Bank advances		25,000		6.47	%		35,000		8.7	%		25,000		6.5	%		25,000		6.4	%
Total non-core funding		134,619		34.85	%		142,324		35.6	%		137,086		35.6	%		129,208		33.2	%

Total	$	386,265		100.00	%	$	399,468		100.0	%	$	385,649		100.0	%	$	389,388		100.0	%

	~~The~~	In 2011, the Bank ~~has seen a significant improvement in its liability structure by improving its core funding position and reducing~~began to address its reliance on non-core ~~funding sources. For example,~~funding. Over the last several years, the Bank has been able to ~~reduce its FHLB borrowings~~increase the amount of local core deposits. Management continues to ~~$25 million~~evaluate different pricing, product and customer service options to further increase the core-funding position. The Bank has seen a decrease in funds as of ~~September~~ March 31, 2014 when compared to December 31, 2013. However, the Bank historically, and in 2013 as well, experiences an increase in overall deposits during December of each year. Finally, the Bank, primarily through its Asset Liability Management Committee, will review the structure and nature of additional Federal Home Loan Bank advances as they mature. Over the next twelve months, the Bank will have $15 million in advances mature. Management anticipates maintaining the level of borrowings from FHLB at approximately $20-$30 ~~2013. Management is currently considering how best~~million over this time period. However, the Bank will be able to ~~fund future loan growth and maintain sufficient liquidity levels. Additional FHLB~~obtain additional advances or substitute the maturing advances with ~~defined maturity dates and fixed~~other forms of liability at a significantly lower interest cost than the current interest rates ~~may allow~~paid on the ~~Bank to improve its net interest margin as well as assist in managing interest rate risk in the future.~~

	The Bank continues to offer competitive interest rates to attract and maintain its savings and money market accounts. Management anticipates that the local deposit market will continue to place funds in savings and money market accounts instead of time deposit accounts.existing advances.

Capital Resources-At ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012,~~2013, Cornerstone’s stockholders’ equity amounted to approximately $40.7 million and $40.1 million, ~~and approximately $40.9 million,~~ respectively.

Cornerstone’s stockholders’ equity decreased by approximately $739 thousand during the first nine months of 2013. The primary reason for the decrease can be attributed to the decline in accumulated other comprehensive income which captures the Bank’s decrease in its unrealized security gains. As of December 31, 2012, the Bank had approximately $1.5 million in unrealized security gains. As of September 30, 2013, the amount of unrealized security gains had decreased to approximately $321 thousand. One reason for the decrease can be attributed to the liquidation of approximately $5 million of the Bank’s security portfolio to realize an approximate gain of $425 thousand. The second reason for the decline can be attributed to changes in the bond market. Stockholder’s equity has also been decreased by the payment of dividends on its Series A convertible preferred stock. As of September 30, 2013, Cornerstone had paid approximately $1.1 million in preferred stock dividends during 2013. The overall decrease in stockholders’ equity has been offset by Cornerstone’s year-to-date earnings of approximately $1.3 million.

The following is a summary of the Bank’s capital ratios as of ~~September 30, 2013:~~March 31, 2014:

~~Tier 1 leverage ratio 8.45%~~

~~Tier 1 risk-based capital ratio 11.72%~~

~~Total risk-based capital ratio 12.75%~~

Tier 1 leverage ratio	~~Cornerstone had total outstanding borrowings of approximately $1.7 million as of September 30, 2013 included in Federal Home Loan Bank and other borrowings.~~ 8.87%
Tier 1 risk-based capital ratio	12.13%
Total risk-based capital ratio	13.11%

Cornerstone has ~~requested~~received permission from the Federal Reserve Bank of Atlanta (the “Federal Reserve”) to pay its scheduled ~~June 30,~~December 31, 2013 dividend on its Series A convertible preferred stock in the amount of $0.625 per share. ~~Cornerstone is waiting for a final decision from the Federal Reserve authorizing the payment of the dividend.~~

Cornerstone had total outstanding borrowings of approximately $1.7 million as of March 31, 2014 included in Federal Home Loan Bank advances and other borrowings.

Market and Liquidity Risk Management

Interest Rate Sensitivity

The Bank’s Asset Liability Management Committee (“ALCO”) is responsible for making decisions regarding liquidity and funding solutions based upon approved liquidity, loan, capital and investment policies. The ALCO must consider interest rate sensitivity and liquidity risk management when rendering a decision on funding solutions and loan pricing. To assist in this process the Bank has contracted with an independent third party to prepare quarterly reports that summarize several key asset-liability measurements. In addition, the third party will ~~also~~ provide recommendations to the Bank’s ALCO regarding future balance sheet structure, earnings and liquidity strategies. The following is a brief discussion of the primary tools used by the ALCO to perform its responsibilities:

Earnings at Risk Model

~~Earnings at Risk Model~~

The Bank uses an earnings at risk model to analyze interest rate risk. Forecasted levels of earning assets, interest-bearing liabilities, and off-balance sheet financial instruments are combined with ALCO forecasts of interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations.

~~Economic Value of Equity~~

Economic Value of Equity

The Bank’s economic value of equity model measures the extent that estimated economic values of the Bank’s assets and liabilities will change as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets and liabilities, which establishes a base case economic value of equity.

Liquidity Analysis

The Bank uses a liquidity analysis model to examine the current liquidity position and analyze the potential sources of coverage in the event of a liquidity crisis. The following is a brief description of the key measurements contained in the analysis:

Regular Liquidity Position-This is a measurement used to capture the ability of an institution to cover its current debt obligations.

Basic Surplus-The basic surplus ratio is used to determine the number of times non-obligated assets could be used to meet immediate liquidity needs.

Dependency Ratio-The dependency ratio determines the reliance on short-term liabilities.

~~Leverage Analysis~~

Leverage Analysis

The leverage analysis examines the potential of the institution to absorb additional debt. The key measurements included in this analysis are the Bank’s tier 1 capital, leverage and total capital ratios.

~~Balance Sheet Analytics~~

Balance Sheet Analytics

Balance sheet analytics involve an in depth examination of the balance sheet structure, including diversification of structure and most recent pricing practices. This review uses trend analysis to compare previous balance sheet positions. The analysis enables the ALCO to review significant changes in the Bank’s loan and security portfolios as well as the Bank’s deposit composition.

Liquidity Risk Management

Liquidity is measured by the Bank's ability to raise cash at a reasonable cost or with a minimum of loss. These funds are used primarily to fund loans and satisfy deposit withdrawals. Several factors must be considered by management when attempting to minimize liquidity risk. Examples include changes in interest rates, competition, loan demand, and general economic conditions. Minimizing liquidity risk is a responsibility of the ALCO and is reviewed by the Bank’s regulatory agencies on a regular basis.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A comprehensive qualitative and quantitative analysis regarding market risk was disclosed in Cornerstone’s Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013. No material changes in the assumptions used in preparing, or results obtained from, the model have occurred since December 31, ~~2012.~~2013.

Item 4. Controls and Procedures

Under the supervision and with the participation of management, including Cornerstone’s Chief Executive Officer and Chief Financial Officer, Cornerstone has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~September 30, 2013~~March 31, 2014 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, Cornerstone’s disclosure controls and procedures were effective in alerting them on a timely basis to material information relating to Cornerstone (including its consolidated subsidiary) required to be included in Cornerstone’s periodic filings under the Exchange Act.

There were no changes in Cornerstone’s internal control over financial reporting during Cornerstone’s fiscal quarter ended ~~September 30, 2013~~March 31, 2014 that have materially affected, or are reasonably likely to materially affect, Cornerstone’s internal control over financial reporting.

3836

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are various claims and lawsuits in which the ~~Bank~~Company is periodically involved incidental to the Bank’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.

Item 1A. Risk Factors

Cornerstone, as a smaller reporting company, is not required to provide the information required by this Item.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Item 5. Other Information

~~None~~On March 27, 2013, the Company borrowed $1,740,000 from and delivered a promissory note to First Tennessee Bank National Association. The entire principal balance and accrued but unpaid interest will be due on March 27, 2015 (after extension of the original due date, March 27, 2014). Interest is payable quarterly at 2.00% per annum and the note is 100% cash-secured. There are no financial covenants in the promissory note. The payment of outstanding principal and interest could be declared immediately due and payable upon a default under the First Tennessee Loan Agreement, including a default in payment, a material adverse change in the Company’s financial condition, or any change in ownership of twenty-five percent (25%) or more of the common stock of the Company.

Item 6. Exhibits

	Exhibit Number	Description

	10.1	Loan agreement dated March 27, 2013 between Cornerstone and First Tennessee Bank National Association, as amended on March 20, 2014.

	31	Certifications under Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.

3937

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Cornerstone Bancshares, Inc.

Date: ~~November 14, 2013~~May 13, 2014	~~/s/~~	/s/ Nathaniel F. Hughes
	~~Nathaniel F. Hughes,~~
		Nathaniel F. Hughes,
		President and Chief Executive Officer
	~~(principal~~	(principal executive officer)

Date: ~~November 14, 2013~~May 13, 2014	~~/s/~~	/s/ Gary W. Petty, Jr.
		Gary W. Petty, Jr.
		Executive Vice President and Chief Financial Officer
		(principal financial officer and accounting officer)

EXHIBIT INDEX

	Exhibit Number	Description

	10.1	Loan agreement dated March 27, 2013 between Cornerstone and First Tennessee Bank National Association, as amended on March 20, 2014.

	31	Certifications under Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.

4039

	Unaudited
	Three Months Ended
	September 30
	2013			2012
Net income	$	428,548		$	364,246

Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising during the period, net of tax benefit
(expense) of $104,336 and ($67,898) in 2013 and 2012, respectively		(170,234	)		110,781

Total other comprehensive (loss) income		(170,234	)		110,781

Comprehensive income	$	258,314		$	475,027

	Unaudited
	Nine months ended September 30,
	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,276,707		$	1,031,348
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		295,836			418,721
Provision for loan losses		300,000			100,000
Stock compensation expense		96,793			55,536
Gains on sale of securities		(424,971	)		-
Net (gains) losses on sales of loans and other assets		(240,746	)		(124,109	)
Changes in other operating assets and liabilities:
Accrued interest receivable		(8,063	)		(24,021	)
Accrued interest payable		(20,429	)		25,378
Other assets and liabilities		1,509,377			2,469,965
Net cash provided by operating activities		2,784,504			3,952,818


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from security transactions:
Securities available for sale		29,187,978			30,392,105
Securities held to maturity		8,354			16,904
Purchase of securities available for sale		(49,745,656	)		(26,098,797	)
Loan originations and principal collections, net		(11,836,658	)		(15,547,286	)
Purchase of bank premises and equipment		(17,734	)		(101,036	)
Proceeds from sale of other real estate and other assets		6,098,875			2,769,712
Net cash used in investing activities		(26,304,841	)		(8,568,398	)


CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) / increase in deposits		(4,124,305	)		14,921,054
Net increase / (decrease) in federal funds purchased and
securities sold under agreements to repurchase		921,268			(10,010,775	)
Net payments on Federal Home Loan Bank
advances and other borrowings		(10,435,000	)		(5,870,000	)
Payment of dividends on preferred stock		(1,058,893	)		(705,886	)
Issuance of common stock		77,019			-
Issuance of preferred stock		-			2,230,029
Net cash (used in) provided by financing activities		(14,619,911	)		564,422

NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(38,140,248	)		(4,051,158	)

CASH AND CASH EQUIVALENTS, beginning of period		59,395,238			38,882,691

CASH AND CASH EQUIVALENTS, end of period	$	21,254,990		$	34,831,533


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	2,770,740		$	3,678,025
Cash paid during the period for taxes		755,820			943,327


NONCASH INVESTING AND FINANCING ACTIVITIES
Acquisition of real estate through foreclosure	$	1,604,806		$	7,399,290

	As of September 30, 2013
	Less than 12 Months					12 Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses

State and municipal securities	$	1,138,535	$	(40,736	)	$	554,465	$	(14,430	)	$	1,693,000	$	(55,166	)


Mortgage-backed securities
Collateralized mortgage
obligations issued or
guaranteed by U.S.
Government agencies
or sponsored agencies		48,435,866		(278,248	)		9,042,662		(23,227	)		57,478,528		(301,475	)
	$	49,574,401	$	(318,984	)	$	9,597,127	$	(37,657	)	$	59,171,528	$	(356,641	)

	As of December 31, 2012
	Less than 12 Months					12 Months or Greater				Total
			Gross					Gross				Gross
	Fair		Unrealized			Fair		Unrealized		Fair		Unrealized
	Value		Losses			Value		Losses		Value		Losses
Mortgage-backed securities:
Residential mortgage loans
guaranteed by GNMA or FNMA	$	667,325	$	(1,824	)	$	-	$	-	$	667,325	$	(1,824	)

Collateralized mortgage
obligations issued or
guaranteed by U.S.
Government agencies
or sponsored agencies		22,514,641		(14,908	)		-		-		22,514,641		(14,908	)
	$	23,181,966	$	(16,732	)	$	-	$	-	$	23,181,966	$	(16,732	)