AFS Securities HTM Securities

Amortized
Cost

Estimated
Fair Value

Amortized
Cost

Estimated
Fair Value

(dollars in thousands)
Due in one year or less $ - $ - $ 13,013 $ 13,021
Due after one through five years 7,160 7,171 16,034 16,149
Due after five years through ten years - - 1,964 2,088
Mortgage-backed securities - - 33,431 33,489
$ 7,160 $ 7,171 $ 64,442 $ 64,747

During both the three and nine months ended September 30, 2017, we recognized gross gains and losses on the sale of securities of $4,000 and $2,000, respectively. We did not sell any securities during 2016.

There were no securities pledged as collateral as of ~~June~~September 30, 2017 or December 31, 2016.

Note 3 - Loans Receivable and Allowance for Loan Losses

Loans receivable are summarized as follows:

	June 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
	(dollars in thousands)						(dollars in thousands)
Residential mortgage	$	288,747		$	260,603		$	292,068		$	260,603
Commercial		25,811			46,468			37,485			46,468
Commercial real estate		216,388			195,710			223,167			195,710
Construction, land acquisition, and development		85,898			90,102			84,164			90,102
Home equity		16,336			19,129
Home equity/2nds								15,861			19,129
Consumer		1,104			1,210			1,118			1,210
Total loans receivable		634,284			613,222			653,863			613,222
Unearned loan fees		(2,840	)		(2,944	)		(2,899	)		(2,944	)
Net loans receivable	$	631,444		$	610,278		$	650,964		$	610,278

Certain loans in the amount of ~~$201.4~~$210.4 million have been pledged under a blanket floating lien to the Federal Home Loan Bank of Atlanta (“FHLB”) as collateral against advances.

Credit Quality

An Allowance is provided through charges to income in an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible based on evaluations of the collectability of loans and prior loan loss experience. Management has an established methodology to determine the adequacy of the Allowance that assesses the risks and losses inherent in the loan portfolio. The methodology takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers’ ability to pay. Determining the amount of the Allowance requires the use of estimates and assumptions. Actual results could differ significantly from those estimates. While management uses available information to estimate losses on loans, future additions to the Allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies periodically review the Allowance as an integral part of their examination process. Such agencies may require us to recognize additions to the Allowance based on their judgments about information available to them at the time of their examination. Management believes the Allowance is adequate as of ~~June~~September 30, 2017 and December 31, 2016.

For purposes of determining the Allowance, we have segmented our loan portfolio by product type. Our portfolio loan segments are residential mortgage, commercial, commercial real estate, construction, land acquisition, and development (“ADC”), Home equity/2nds, and consumer. We have looked at all segments and have determined that no additional subcategorization is warranted based upon our credit review methodology and our portfolio classes are the same as our portfolio segments.

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Inherent Credit Risks

The inherent credit risks within the loan portfolio vary depending upon the loan class as follows:

Residential mortgage - secured by one to four family dwelling units. The loans have limited risk as they are secured by first mortgages on the unit, which are generally the primary residence of the borrower, at a loan-to-value ratio (“LTV”) of 80% or less.

Commercial - underwritten in accordance with our policies and include evaluating historical and projected profitability and cash flow to determine the borrower’s ability to repay the obligation as agreed. Commercial loans are made primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral supporting the loan. Accordingly, the repayment of a commercial loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment. Additionally, lines of credit are subject to the underwriting standards and processes similar to commercial loans, in addition to those underwriting standards for real estate loans. These loans are viewed primarily as cash flow dependent and, secondarily, as loans secured by real-estate and/or other assets. Repayment of these loans is generally dependent upon the successful operation of the property securing the loan or the principal business conducted on the property securing the loan. Line of credit loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates line of credit loans based on collateral and risk-rating criteria.

Commercial real estate - subject to the underwriting standards and processes similar to commercial and industrial loans, in addition to those underwriting standards for real estate loans. These loans are viewed primarily as cash flow dependent and secondarily as loans secured by real estate. Repayment of these loans is generally dependent upon the successful operation of the property securing the loan or the principal business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates commercial real estate loans based on collateral and risk-rating criteria. The Bank also utilizes third-party experts to provide environmental and market valuations. The nature of commercial real estate loans makes them more difficult to monitor and evaluate.

~~Construction, land acquisition, and development (“ADC”)~~ADC - underwritten in accordance with our underwriting policies which include a financial analysis of the developers, property owners, construction cost estimates, and independent appraisal valuations. These loans will rely on the value associated with the project upon completion. These cost and valuation estimates may be inaccurate. Construction loans generally involve the disbursement of substantial funds over a short period of time with repayment substantially dependent upon the success of the completed project rather than the ability of the borrower or guarantor to repay principal and interest. Additionally, land is underwritten according to our policies which include independent appraisal valuations as well as the estimated value associated with the land upon completion of development. These cost and valuation estimates may be inaccurate. These loans are considered to be of a higher risk than other real estate loans due to their ultimate repayment being sensitive to general economic conditions, availability of long-term financing, interest rate sensitivity, and governmental regulation of real property.

~~Sources~~The sources of repayment of these loans is typically ~~are~~ permanent financing expected to be obtained upon completion or sales of developed property. These loans are closely monitored by onsite inspections and are considered to be of a higher risk than other real estate loans due to their ultimate repayment being sensitive to general economic conditions, availability of long-term financing, interest rate sensitivity, and governmental regulation of real property.

If the Bank is forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid balance of the loan as well as related foreclosure and holding costs. In addition, the Bank may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time.

Home equity/2nds - subject to the underwriting standards and processes similar to residential mortgages and ~~are~~ secured by one to four family dwelling units. Home equity/2nds loans have greater risk than residential mortgages as a result of the Bank generally being in a second lien position.

Consumer - consist of loans to individuals through the Bank’s retail network and ~~are~~ typically unsecured or secured by personal property. Consumer loans have a greater credit risk than residential loans because of the lower value of the underlying collateral, if any.

Risk Ratings

Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the Allowance. Loans not classified are rated pass.

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The accrual of interest on loans is discontinued at the time the loan is 90 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed in nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed in nonaccrual status or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured, generally after ~~six~~nine months of consecutive current payments and completion of an updated analysis of the borrower’s ability to service the loan.

Loans that experience insignificant payment delays and payment shortfalls ~~generally are~~may not be placed in nonaccrual status or classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Allowance Methodology

The Allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. The general component relates to loans that are classified as doubtful, substandard, or special mention that are not considered impaired, as well as loans that are not classified.

A loan is considered impaired if it meets any of the following three criteria:

Loans that are 90 days or more in arrears (nonaccrual loans);

Loans where, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement; or

Loans that are modified and qualify as troubled debt restructured loans (“TDR” or “TDRs”).

If a loan is considered to be impaired, it is then determined to be either cash flow or collateral dependent for purposes of Allowance determination.

With respect to all loan segments, we do not charge off a loan, or a portion of a loan, until one of the following conditions have been met:

The loan has been foreclosed. At the time of foreclosure, a charge off is recorded for the difference between the recorded amount of the loan and the ~~net~~fair value of the underlying collateral.

An agreement to accept less than the recorded balance of the loan has been made with the borrower. Once an agreement has been finalized, ~~and any proceeds from the borrower are received,~~ a charge-off is recorded for the difference between the recorded amount of the loan and the agreed upon proceeds ~~received.~~amount.

The loan is considered to be a collateral dependent impaired loan when its collateral valuation is less than the recorded balance. The loan is written down for accounting purposes by the amount of the difference between the recorded balance and collateral value.

Specific Allowance Component

Impaired loans secured by real estate - when a secured real estate loan becomes impaired, a decision is made as to whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the LTV ratio based on the original appraisal, and the condition of the property. Appraised values are discounted, if appropriate, to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

Impaired loans secured by collateral other than real estate - for loans secured by nonreal estate collateral, such as accounts receivable, inventory, and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging, or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

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For such loans that are classified as impaired, an Allowance is established when the current fair value of the underlying collateral less its estimated disposal costs is lower than the carrying value of the loan. For loans that are not solely collateral dependent, an Allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of the loan.

General Allowance Component

The general component of the Allowance is based on historical loss experience adjusted for qualitative factors. Loans are pooled by portfolio class and an historical loss percentage, based upon a four-year net charge-off history, is applied to each class. The result of that calculation for each loan class is then applied to the current loan portfolio balances to determine the required general component of the Allowance per loan class. We then apply additional loss multipliers to the different classes of loans to reflect various qualitative factors. These qualitative factors include, but are not limited to:

Levels and trends in delinquencies and nonaccruals;

Inherent risk in the loan portfolio;

Trends in volume and terms of the loan;

Effects of any change in lending policies and procedures;

Experience, ability, and depth of management;

National and local economic trends and conditions;

Effect of any changes in concentration of credit; and

Industry conditions.

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The following tables present, by portfolio segment, the changes in the Allowance and the recorded investment in loans:

	Three Months Ended September 30, 2017
	Residential Mortgage			Commercial		Commercial Real Estate			ADC		Home Equity/ 2nds			Consumer			Total
	(dollars in thousands)
Beginning Balance	$	3,403		$	389	$	2,571		$	984	$	367		$	4		$	7,718
Charge-offs		-			-		-			-		-			-			-
Recoveries		156			-		40			-		22			-			218
Net recoveries		156			-		40			-		22			-			218
(Reversal of) provision for loan losses		(137	)		53		(44	)		158		(28	)		(2	)		-
Ending Balance	$	3,422		$	442	$	2,567		$	1,142	$	361		$	2		$	7,936

	Three Months Ended June 30, 2017
	Residential Mortgage			Commercial			Commercial Real Estate			Construction, Acquisition, and Development			Home Equity/ 2nds			Consumer			Total
	(dollars in thousands)
Beginning Balance	$	3,789		$	473		$	2,515		$	1,097		$	453		$	5		$	8,332
Charge-offs		(208	)		(27	)		-			-			(98	)		-			(333	)
Recoveries		32			-			60			-			2			-			94
Net (charge-offs) recoveries		(176	)		(27	)		60			-			(96	)		-			(239	)
(Reversal of) provision for loan losses		(210	)		(57	)		(4	)		(113	)		10			(1	)		(375	)
Ending Balance	$	3,403		$	389		$	2,571		$	984		$	367		$	4		$	7,718

	Six Months Ended June 30, 2017																					Nine Months Ended September 30, 2017
	(dollars in thousands)																					(dollars in thousands)
Beginning Balance	$	3,833		$	478		$	2,535		$	1,390		$	728		$	5		$	8,969		$	3,833		$	478		$	2,535		$	1,390		$	728		$	5		$	8,969
Charge-offs		(707	)		-			-			-			(98	)		-			(805	)		(707	)		-			-			-			(98	)		-			(805	)
Recoveries		139			-			60			-			5			-			204			295			-			100			-			27			-			422
Net (charge-offs) recoveries		(568	)		-			60			-			(93	)		-			(601	)		(412	)		-			100			-			(71	)		-			(383	)
Provision for (reversal of) loan losses		138			(89	)		(24	)		(406	)		(268	)		(1	)		(650	)		1			(36	)		(68	)		(248	)		(296	)		(3	)		(650	)
Ending Balance	$	3,403		$	389		$	2,571		$	984		$	367		$	4		$	7,718		$	3,422		$	442		$	2,567		$	1,142		$	361		$	2		$	7,936

Ending balance -individually evaluated for impairment	$	1,524		$	-		$	189		$	51		$	-		$	3		$	1,767
Ending balance - individually evaluated for impairment																						$	1,544		$	-		$	186		$	50		$	-		$	2		$	1,782
Ending balance - collectively evaluated for impairment		1,879			389			2,382			933			367			1			5,951			1,878			442			2,381			1,092			361			-			6,154
	$	3,403		$	389		$	2,571		$	984		$	367		$	4		$	7,718		$	3,422		$	442		$	2,567		$	1,142		$	361		$	2		$	7,936

Ending loan balance - individually evaluated for impairment	$	15,919		$	-		$	6,078		$	807		$	-		$	90		$	22,894		$	20,379		$	-		$	3,419		$	1,003		$	-		$	87		$	24,888
Ending loan balance - collectively evaluated for impairment		269,988			25,811			210,310			85,091			16,336			1,014			608,550			268,790			37,485			219,748			83,161			15,861			1,031			626,076
	$	285,907		$	25,811		$	216,388		$	85,898		$	16,336		$	1,104		$	631,444		$	289,169		$	37,485		$	223,167		$	84,164		$	15,861		$	1,118		$	650,964

															December 31, 2016
	December 31, 2016														Residential Mortgage		Commercial		Commercial Real Estate		ADC		Home Equity/ 2nds		Consumer		Total
	Residential Mortgage		Commercial		Commercial Real Estate		Construction, Acquisition, and Development		Home Equity/ 2nds		Consumer		Total		(dollars in thousands)
Ending Allowance balance - individually evaluated for impairment	$	1,703	$	15	$	196	$	53	$	402	$	4	$	2,373	$	1,703	$	15	$	196	$	53	$	402	$	4	$	2,373
Ending Allowance balance - collectively evaluated for impairment		2,130		463		2,339		1,337		326		1		6,596		2,130		463		2,339		1,337		326		1		6,596
	$	3,833	$	478	$	2,535	$	1,390	$	728	$	5	$	8,969	$	3,833	$	478	$	2,535	$	1,390	$	728	$	5	$	8,969

Ending loan balance - individually evaluated for impairment	$	20,403	$	148	$	5,656	$	858	$	3,137	$	96	$	30,298	$	20,403	$	148	$	5,656	$	858	$	3,137	$	96	$	30,298
Ending loan balance - collectively evaluated for impairment		237,256		46,320		190,054		89,244		15,992		1,114		579,980		237,256		46,320		190,054		89,244		15,992		1,114		579,980
	$	257,659	$	46,468	$	195,710	$	90,102	$	19,129	$	1,210	$	610,278	$	257,659	$	46,468	$	195,710	$	90,102	$	19,129	$	1,210	$	610,278

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	Three Months Ended September 30, 2016
	Residential Mortgage			Commercial			Commercial Real Estate			ADC			Home Equity/ 2nds		Consumer			Total
	(dollars in thousands)
Beginning Balance	$	3,892		$	752		$	2,577		$	983		$	593	$	7		$	8,804
Charge-offs		-			-			-			(72	)		-		-			(72	)
Recoveries		137			10			4			-			2		50			203
Net recoveries (charge-offs)		137			10			4			(72	)		2		50			131
(Reversal of) provision for loan losses		(161	)		(63	)		(189	)		289			226		(52	)		50
Ending Balance	$	3,868		$	699		$	2,392		$	1,200		$	821	$	5		$	8,985

	Nine Months Ended September 30, 2016
	(dollars in thousands)
Beginning Balance	$	4,188		$	291		$	2,792		$	956		$	528		$	3		$	8,758
Charge-offs		(151	)		(17	)		(178	)		(72	)		(28	)		-			(446	)
Recoveries		322			43			4			100			4			50			523
Net recoveries (charge-offs)		171			26			(174	)		28			(24	)		50			77
(Reversal of) provision for loan losses		(491	)		382			(226	)		216			317			(48	)		150
Ending Balance	$	3,868		$	699		$	2,392		$	1,200		$	821		$	5		$	8,985

Ending balance - individually evaluated for impairment	$	1,583		$	15		$	200		$	55		$	402		$	4		$	2,259
Ending balance - collectively evaluated for impairment		2,285			684			2,192			1,145			419			1			6,726
	$	3,868		$	699		$	2,392		$	1,200		$	821		$	5		$	8,985

Ending loan balance - individually evaluated for impairment	$	22,521		$	495		$	5,696		$	1,446		$	3,519		$	100		$	33,777
Ending loan balance - collectively evaluated for impairment		246,375			41,864			193,219			79,894			16,220			1,109			578,681
	$	268,896		$	42,359		$	198,915		$	81,340		$	19,739		$	1,209		$	612,458

The following tables present the credit quality breakdown of our loan portfolio by class:

Three Months Ended June 30, 2016

Residential
Mortgage
Commercial
Commercial
Real Estate

Construction,
Acquisition, and
Development

Home Equity/
2nds
Consumer Total
(dollars in thousands)
Beginning Balance $ 4,223 $ 390 $ 2,348 $ 1,019 $ 650 $ 3 $ 8,633
Charge-offs (11 ) - (131 ) - - - (142 )
Recoveries 103 9 - 100 1 - 213
Net recoveries (charge-offs) 92 9 (131 ) 100 1 - 71
(Reversal of) provision for loan losses (423 ) 353 360 (136 ) (58 ) 4 100
Ending Balance $ 3,892 $ 752 $ 2,577 $ 983 $ 593 $ 7 $ 8,804

Six Months Ended June 30, 2016
(dollars in thousands)
Beginning Balance $ 4,188 $ 291 $ 2,792 $ 956 $ 528 $ 3 $ 8,758
Charge-offs (151 ) (17 ) (178 ) - (28 ) - (374 )
Recoveries 185 33 - 100 2 - 320
Net recoveries (charge-offs) 34 16 (178 ) 100 (26 ) - (54 )
(Reversal of) provision for loan losses (330 ) 445 (37 ) (73 ) 91 4 100
Ending Balance $ 3,892 $ 752 $ 2,577 $ 983 $ 593 $ 7 $ 8,804

Ending balance - individually evaluated for impairment $ 1,663 $ 15 $ 203 $ 60 $ 2 $ 5 $ 1,948
Ending balance - collectively evaluated for impairment 2,229 737 2,374 923 591 2 6,856
$ 3,892 $ 752 $ 2,577 $ 983 $ 593 $ 7 $ 8,804

Ending loan balance - individually evaluated for impairment $ 23,078 $ 279 $ 5,949 $ 1,676 $ 1,928 $ 105 $ 33,015
Ending loan balance - collectively evaluated for impairment 251,250 42,168 196,535 72,922 20,469 1,541 584,885
$ 274,328 $ 42,447 $ 202,484 $ 74,598 $ 22,397 $ 1,646 $ 617,900

~~The following tables present the credit quality breakdown of our loan portfolio by class:~~

	June 30, 2017								September 30, 2017
	Pass		Special Mention		Substandard		Total		Pass		Special Mention		Substandard		Total
	(dollars in thousands)								(dollars in thousands)
Residential mortgage	$	278,100	$	2,970	$	4,837	$	285,907	$	281,954	$	1,397	$	5,818	$	289,169
Commercial		25,571		103		137		25,811		37,299		50		136		37,485
Commercial real estate		209,246		4,994		2,148		216,388		216,373		4,668		2,126		223,167
ADC		84,886		-		1,012		85,898		82,958		-		1,206		84,164
Home equity/2nds		14,988		471		877		16,336		14,531		471		859		15,861
Consumer		1,104		-		-		1,104		1,118		-		-		1,118
	$	613,895	$	8,538	$	9,011	$	631,444	$	634,233	$	6,586	$	10,145	$	650,964

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	December 31, 2016
	Pass		Special Mention		Substandard		Total
	(dollars in thousands)
Residential mortgage	$	248,819	$	4,316	$	4,524	$	257,659
Commercial		46,011		204		253		46,468
Commercial real estate		184,820		7,420		3,470		195,710
ADC		89,324		-		778		90,102
Home equity/2nds		16,056		472		2,601		19,129
Consumer		1,210		-		-		1,210
	$	586,240	$	12,412	$	11,626	$	610,278

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans:

	June 30, 2017														September 30, 2017
	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total		Non- Accrual		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total		Non- Accrual
	(dollars in thousands)														(dollars in thousands)
Residential mortgage	$	-	$	842	$	2,427	$	3,269	$	282,638	$	285,907	$	3,388	$	1,173	$	1,216	$	2,364	$	4,753	$	284,416	$	289,169	$	4,531
Commercial		-		-		-		-		25,811		25,811		90		-		-		-		-		37,485		37,485		84
Commercial real estate		-		164		-		164		216,224		216,388		164		-		478		-		478		222,689		223,167		160
ADC		84		-		6		90		85,808		85,898		90		-		-		239		239		83,925		84,164		318
Home equity/2nds		15		-		463		478		15,858		16,336		1,310		-		-		458		458		15,403		15,861		1,284
Consumer		-		-		-		-		1,104		1,104		-		-		-		-		-		1,118		1,118		-
	$	99	$	1,006	$	2,896	$	4,001	$	627,443	$	631,444	$	5,042	$	1,173	$	1,694	$	3,061	$	5,928	$	645,036	$	650,964	$	6,377

	December 31, 2016
	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total		Non- Accrual
	(dollars in thousands)
Residential mortgage	$	1,472	$	2,074	$	964	$	4,510	$	253,149	$	257,659	$	3,580
Commercial		-		-		-		-		46,468		46,468		151
Commercial real estate		-		171		515		686		195,024		195,710		2,938
ADC		106		-		6		112		89,990		90,102		269
Home equity/2nds		34		-		2,174		2,208		16,921		19,129		2,914
Consumer		4		-		-		4		1,206		1,210		-
	$	1,616	$	2,245	$	3,659	$	7,520	$	602,758	$	610,278	$	9,852

We do not have any greater than 90 days and still accruing loans as of ~~June~~September 30, 2017 or December 31, 2016.

The interest which would have been recorded on the above nonaccrual loans if those loans had been performing in accordance with their contractual terms was approximately ~~$311,000~~$1.2 million and ~~$226,000~~$338,000 for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, respectively. The actual interest income recorded on those loans was approximately ~~$61,000~~$403,000 and ~~$87,000~~$130,000 for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, respectively.

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The following tables summarize impaired loans:

							Six Months Ended June 30,
	June 30, 2017						2017				2016				September 30, 2017						December 31, 2016
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Unpaid Principal Balance		Recorded Investment		Related Allowance		Unpaid Principal Balance		Recorded Investment		Related Allowance
With no related Allowance:	(dollars in thousands)														(dollars in thousands)
Residential mortgage	$	9,546	$	7,954	$	-	$	9,160	$	215	$	13,669	$	285	$	12,856	$	11,306	$	-	$	9,854	$	9,338	$	-
Commercial		-		-		-		-		-		88		1		-		-		-		-		-		-
Commercial real estate		4,618		4,174		-		3,027		47		4,090		77		1,576		1,527		-		3,900		3,698		-
ADC		432		432		-		437		12		1,227		27		636		636		-		441		441		-
Home equity/2nds		-		-		-		905		25		2,030		41		-		-		-		2,139		1,529		-
Consumer		617		-		-		-		-		34		-		-		-		-		-		-		-
With a related Allowance:
Residential mortgage		7,699		7,965		1,524		9,284		170		11,381		250		9,306		9,073		1,544		11,176		11,065		1,703
Commercial		-		-		-		49		-		200		5		-		-		-		148		148		15
Commercial real estate		1,904		1,904		189		1,928		50		2,071		52		1,892		1,892		186		1,958		1,958		196
ADC		407		375		51		391		10		556		14		402		367		50		417		417		53
Home equity/2nds		-		-		-		953		-		16		1		-		-		-		1,608		1,608		402
Consumer		90		90		3		93		1		58		1		87		87		2		96		96		4
Totals:
Residential mortgage		17,245		15,919		1,524		18,444		385		25,050		535		22,162		20,379		1,544		21,030		20,403		1,703
Commercial		-		-		-		49		-		288		6		-		-		-		148		148		15
Commercial real estate		6,522		6,078		189		4,955		97		6,161		129		3,468		3,419		186		5,858		5,656		196
ADC		839		807		51		828		22		1,783		41		1,038		1,003		50		858		858		53
Home equity/2nds		-		-		-		1,858		25		2,046		42		-		-		-		3,747		3,137		402
Consumer		707		90		3		93		1		92		1		87		87		2		96		96		4

							Three Months Ended September 30,								Nine Months Ended September 30,
	December 31, 2016						2017				2016				2017				2016
	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related Allowance:	(dollars in thousands)						(dollars in thousands)
Residential mortgage	$	9,854	$	9,338	$	-	$	10,423	$	138	$	12,734	$	132	$	9,696	$	353	$	13,774	$	417
Commercial		-		-		-		-		-		274		2		-		-		150		3
Commercial real estate		3,900		3,698		-		1,531		22		3,730		57		2,652		69		4,655		134
ADC		441		441		-		637		9		1,031		9		487		21		1,431		36
Home equity/2nds		2,139		1,529		-		918		15		1,911		18		679		40		1,991		59
Consumer		-		-		-		-		-		-		-		-		-		23		-
With a related Allowance:
Residential mortgage		11,176		11,065		1,703		8,910		116		9,831		106		9,231		286		10,684		356
Commercial		148		148		15		-		-		149		2		37		-		182		7
Commercial real estate		1,958		1,958		196		1,896		23		1,977		25		1,919		73		2,040		77
ADC		417		417		53		369		6		426		6		385		16		513		20
Home equity/2nds		1,608		1,608		402		180		-		1,078		6		715		-		370		7
Consumer		96		96		4		88		1		102		1		91		2		73		2
Totals:
Residential mortgage		21,030		20,403		1,703		19,333		254		22,565		238		18,927		639		24,458		773
Commercial		148		148		15		-		-		423		4		37		-		332		10
Commercial real estate		5,858		5,656		196		3,427		45		5,707		82		4,571		142		6,695		211
ADC		858		858		53		1,006		15		1,457		15		872		37		1,944		56
Home equity/2nds		3,747		3,137		402		1,098		15		2,989		24		1,394		40		2,361		66
Consumer		96		96		4		88		1		102		1		91		2		96		2

Residential mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction totaled ~~$3.5~~$3.1 million as of ~~June~~September 30, 2017. Residential mortgage loans in real estate acquired through foreclosure amounted to ~~$99,000~~$287,000 and $393,000 at ~~June~~September 30, 2017 and December 31, 2016, respectively.

~~Table of Contents~~

TDRs

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a TDR. Such concessions could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. At the time that a loan is modified, management evaluates any possible impairment based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the sole remaining source of repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. Any impairment amount is then set up as a specific reserve in the Allowance.

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The following table presents loans that were modified during the ~~six~~nine months ended ~~June~~September 30:

2017 2016

Number of
Modifications

Recorded
Investment
Prior to
Modification

Recorded
Investment
After
Modification

Number of
Modifications

Recorded
Investment
Prior to
Modification

Recorded
Investment
After
Modification

(dollars in thousands)
Residential Mortgage - $ - $ - 3 $ 624 $ 624
- $ - $ - 3 $ 624 $ 624

	2017						2016
	Number of Modifications		Recorded Investment Prior to Modification		Recorded Investment After Modification		Number of Modifications		Recorded Investment Prior to Modification		Recorded Investment After Modification
	(dollars in thousands)
Residential Mortgage								3	$	624	$	624
		-	$	-	$	-		3	$	624	$	624

We did not modify any loans during the three months ended ~~June~~September 30, 2017 or 2016.

Interest on our portfolio of TDRs was accounted for under the following methods:

	June 30, 2017												September 30, 2017
	Number of Modifications		Accrual Status		Number of Modifications		Nonaccrual Status		Total Number of Modifications		Total Balance of Modifications		Number of Modifications		Accrual Status		Number of Modifications		Nonaccrual Status		Total Number of Modifications		Total Balance of Modifications
	(dollars in thousands)												(dollars in thousands)
Residential mortgage		43	$	13,490		4	$	2,287		47	$	15,777		43	$	13,086		4	$	2,285		47	$	15,371
Commercial real estate		3		1,886		1		90		4		1,976		3		1,875		1		84		4		1,959
ADC		2		166		1		6		3		172		1		138		1		6		2		144
Home equity/2nds		1		232		-		-		1		232		1		230		-		-		1		230
Consumer		4		90		-		-		4		90		4		87		-		-		4		87
		53	$	15,864		6	$	2,383		59	$	18,247		52	$	15,416		6	$	2,375		58	$	17,791

	December 31, 2016
	Number of Modifications		Accrual Status		Number of Modifications		Nonaccrual Status		Total Number of Modifications		Total Balance of Modifications
	(dollars in thousands)
Residential mortgage		48	$	15,886		4	$	2,137		52	$	18,023
Commercial real estate		3		1,914		2		249		5		2,163
ADC		2		170		1		6		3		176
Consumer		5		96		-		-		5		96
		58	$	18,066		7	$	2,392		65	$	20,458

During the three and ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, there were no TDRs that subsequently defaulted during the 12 month period ended ~~June~~September 30, 2017 and 2016.

Off-Balance Sheet Instruments

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The contract amounts of these instruments express the extent of involvement we have in each class of financial instruments.

Our exposure to credit loss from nonperformance by the other party to the above mentioned financial instruments is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless otherwise noted, we require collateral or other security to support financial instruments with ~~off-balance sheet~~off-balancesheet credit risk.

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The following table shows the contract amounts for our off-balance sheet instruments:

	June 30, 2017		December 31, 2016
	June 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
	(dollars in thousands)				(dollars in thousands)
Standby letters of credit	$	4,314	$	4,022	$	3,854	$	4,022
Home equity lines of credit		12,369		7,736		12,425		7,736
Unadvanced construction commitments		70,131		15,728		72,045		15,728
Mortgage loan commitments		1,060		574		-		574
Lines of credit		12,996		34,125		13,092		34,125
Loans sold and serviced with limited repurchase provisions		24,446		70,773		19,979		70,773

Standby letters of credit are conditional commitments issued by the Bank guaranteeing performance by a customer to various municipalities. These guarantees are issued primarily to support performance arrangements and are limited to real estate transactions. The majority of these standby letters of credit expire within twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Bank requires collateral supporting these letters of credit as deemed necessary. Management believes, except for certain standby letters of credit, that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of ~~June~~September 30, 2017 and December 31, 2016 for guarantees under standby letters of credit issued was ~~$74,000~~$79,000 and $94,000, respectively.

Home equity lines of credit are loan commitments to individuals as long as there is no violation of any condition established in the contract. Commitments under home equity lines expire ten years after the date the loan closes and are secured by real estate. We evaluate each customer’s credit worthiness on a case-by-case basis.

Unadvanced construction commitments are loan commitments made to borrowers for both residential and commercial projects that are either in process or are expected to begin construction shortly.

Mortgage loan commitments not reflected in the accompanying statements of financial condition at ~~June 30, 2017 included two loans at fixed interest rates of 4.25% and 4.63%, respectively, totaling $1.1 million. At~~ December 31, 2016 ~~such commitments~~ included two loans at a fixed interest rate of 4.25% totaling $574,000. There were no such commitments at September 30, 2017.

Lines of credit are loan commitments to individuals and companies as long as there is no violation of any condition established in the contract. Lines of credit have a fixed expiration date. The Bank evaluates each customer’s credit worthiness on a case-by-case basis.

The Bank has entered into several agreements to sell mortgage loans to third parties. These agreements contain limited provisions that require the Bank to repurchase a loan if the loan becomes delinquent within a period ranging generally from 120 to 180 days after the sale date depending on the investor’s agreement. The credit risk involved in these financial instruments is essentially the same as that involved in extending loan facilities to customers. We established a reserve for potential repurchases for these loans, which amounted to ~~$56,000~~$59,000 at ~~June~~September 30, 2017 and $48,000 at December 31, 2016. We did not repurchase any loans during the ~~first half of~~nine months ended September 30, 2017 or 2016.

Note 4 - Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

In July 2015, federal bank regulatory agencies issued final results to revise their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act (“Basel III”). On January 1, 2015, the Basel III rules became effective and include transition provisions which implement certain portions of the rules through January 1, 2019. Under the final rules, the effects of certain accumulated other comprehensive items are not excluded, however, banking organizations like us that are not considered “advanced approaches” banking organizations may make a one-time permanent election to continue to exclude these items. With the submission of the Call Report for the first quarter of 2015, we made this election in order to avoid significant variations in the level of capital that can be caused by interest rate fluctuations on the fair value of the Bank’s AFS securities portfolio.

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The Basel III rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The new capital conservation buffer requirements began to phase in effective January 2016 at 0.625% of risk-weighted assets and increase by that amount each year until fully implemented in January 2019 ~~(1.25 %~~(1.25% at ~~June~~September 30, 2017). An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses to executive officers if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

As of the date of the last regulatory exam, the Bank was considered “well capitalized” and as of ~~June~~September 30, 2017, the Bank continued to meet the requirements to be considered “well capitalized” based on applicable U.S. regulatory capital ratio requirements.

The Bank’s regulatory capital amounts and ratios were as follows:

	Actual Amount		Ratio			Minimum Requirements for Capital Adequacy Purposes					Minimum Requirements with Capital Conservation Buffer					To be Well Capitalized Under Prompt Corrective Action Provision					Actual					Minimum Requirements for Capital Adequacy Purposes					Minimum Requirements with Capital Conservation Buffer					To be Well Capitalized Under Prompt Corrective Action Provision
	Actual Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2017	(dollars in thousands)
September 30, 2017																					(dollars in thousands)
Common Equity Tier 1 Capital (to risk-weighted assets)	$	101,643		16.9	%	$	27,117		4.5	%	$	34,650		5.8	%	$	39,170		6.5	%	$	104,318		16.8	%	$	27,907		4.5	%	$	35,658		5.8	%	$	40,309		6.5	%

Total capital (to risk-weighted assets)		109,192		18.1	%		48,209		8.0	%		55,742		9.3	%		60,261		10.0	%		112,086		18.1	%		49,612		8.0	%		57,363		9.3	%		62,015		10.0	%

Tier 1 capital (to risk-weighted assets)		101,643		16.9	%		36,157		6.0	%		43,689		7.3	%		48,209		8.0	%		104,318		16.8	%		37,209		6.0	%		44,961		7.3	%		49,612		8.0	%

Tier 1 capital (to average quarterly assets)		101,643		13.3	%		30,654		4.0	%		40,233		5.3	%		38,318		5.0	%		104,318		13.3	%		31,313		4.0	%		41,099		5.3	%		39,142		5.0	%

December 31, 2016
Common Equity Tier 1 Capital (to risk-weighted assets)	$	98,970		16.5	%	$	26,983		4.5	%	$	30,730		5.1	%	$	38,975		6.5	%	$	98,970		16.5	%	$	26,983		4.5	%	$	30,730		5.1	%	$	38,975		6.5	%

Total capital (to risk-weighted assets)		106,517		17.8	%		47,969		8.0	%		51,717		8.6	%		59,962		10.0	%		106,517		17.8	%		47,969		8.0	%		51,717		8.6	%		59,962		10.0	%

Tier 1 capital (to risk-weighted assets)		98,970		16.5	%		35,977		6.0	%		39,725		6.6	%		47,969		8.0	%		98,970		16.5	%		35,977		6.0	%		39,725		6.6	%		47,969		8.0	%

Tier 1 capital (to average quarterly assets)		98,970		12.9	%		30,634		4.0	%		35,420		4.6	%		38,292		5.0	%		98,970		12.9	%		30,634		4.0	%		35,420		4.6	%		38,292		5.0	%

Note 5 - Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for each period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options, warrants, and convertible preferred stock, and are determined using the treasury stock method.

Not included in the diluted earnings per share calculation for ~~the three and six month periods ended June 30,~~ 2017 and ~~June 30,~~ 2016 because they were anti-dilutive, were ~~24,000~~20,000 and ~~111,500~~126,600 shares, respectively, of common stock issuable upon exercise of outstanding stock options, ~~556,976 shares of common stock issuable upon the exercise of a warrant, and~~ 437,500 shares of common stock issuable upon conversion of the Company’s Series A Preferred ~~Stock.~~Stock, and, in 2016, 556,976 shares of common stock issuable upon the exercise of a warrant were also anti-dilutive and excluded from the calculation.

~~Table of Contents~~

Information relating to the calculations of our income per common share is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		2017		2016		2017		2016
	(dollars in thousands, except for per share data)								(dollars in thousands, except for per share data)
Weighted-average shares outstanding - basic		12,125,324		11,772,195		12,124,566		10,930,537		12,172,586		12,104,379		12,140,689		11,324,660
Dilution		83,926		55,447		85,345		47,788		150,986		79,360		107,525		51,193
Weighted-average share outstanding - diluted		12,209,250		11,827,642		12,209,911		10,978,325		12,323,572		12,183,739		12,248,214		11,375,853

Net income available to common stockholders	$	845	$	12,012	$	1,632	$	12,325	$	1,121	$	539	$	2,753	$	12,864

Net income per share - basic	$	0.07	$	1.02	$	0.13	$	1.13	$	0.09	$	0.04	$	0.23	$	1.14
Net income per share - diluted	$	0.07	$	1.02	$	0.13	$	1.12	$	0.09	$	0.04	$	0.22	$	1.13

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Note 6 - Stock-Based Compensation

We maintain a stock-based compensation plan for directors, officers, and other key employees of the Company. The aggregate number of shares of common stock that may be issued with respect to the awards granted under the plan is 500,000 plus any shares forfeited under the Company’s old stock-based compensation plan. Under the terms of the stock-based compensation plan, the Company has the ability to grant various stock compensation incentives, including stock options, stock appreciation rights, and restricted stock. The stock-based compensation is granted under terms and conditions determined by the Compensation Committee of the Board of Directors. Under the stock-based compensation plan, stock options generally have a maximum term of ten years, and are granted with an exercise price at least equal to the fair market value of the common stock on the date the options are granted. Generally, options granted to directors, officers, and employees of the Company vest over a five-year period, although the Compensation Committee has the authority to provide for different vesting schedules.

We account for stock-based compensation in accordance with FASB Accounting Standards Codification Topic 718, Compensation – Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the statement of operations at fair value. Additionally, we are required to recognize the expense of employee services received in share-based payment transactions and measure the expense based on the grant date fair value of the award. The expense is recognized over the period during which an employee is required to provide service in exchange for the award. Stock-based compensation expense included in the consolidated statements of operations for the three months ended ~~June~~September 30, 2017 and 2016 totaled ~~$49,000~~$44,000 and ~~$47,000,~~$48,000, respectively. Stock-based compensation expense included in the consolidated statements of operations for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 totaled ~~$102,000~~$146,000 and ~~$95,000,~~$143,000, respectively.

The weighted average fair value of the options issued during the three and nine months ended September 30, 2017 was $2.56. There were no options granted during the three or ~~six~~nine months ended ~~June~~September 30, ~~2017 or~~ 2016. The fair value of the options was calculated using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions for the three and nine months ended September 30, 2017:

Dividend yield		0.00	%
Expected volatility		36.02	%
Risk-free interest rate		1.76	%
Expected lives	5.5 years

Information regarding our stock-based compensation plan is as follows as of and for the ~~six~~nine months ended ~~June~~September 30:

	2017									2016
	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)		Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of period		339,500		$	5.31						339,800		$	4.83
Granted		20,000			7.10						-			-
Exercised		(5,025	)		3.37						-			-
Forfeited		(16,000	)		4.59						(54,500	)		5.07
Outstanding at end of period		338,475			5.48		7.2	$	526		285,300			4.79		8.2	$	491
Exercisable at end of period		173,702			4.78		6.5	$	398		136,125			4.37		7.0	$	292

2017 2016

Number
of Shares

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic
Value
(in thousands)

Number
of Shares

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic
Value
(in thousands)

Outstanding at beginning of period 339,500 $ 5.31 339,800 $ 4.83
Exercised (5,025 ) 3.37 - -
Forfeited (15,000 ) 4.67 - -
Outstanding at end of period 319,475 5.37 7.5 $ 604 339,800 4.83 7.8 $ 403
Exercisable at end of period 158,129 4.70 6.7 $ 407 137,210 4.34 6.7 $ 229

As of ~~June~~September 30, 2017, there was ~~$523,000~~$520,000 of total unrecognized stock-based compensation expense related to nonvested stock options, which is expected to be recognized over the next 5459 months.

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Note 7 - Other Comprehensive Income

The following table presents the changes in the components of accumulated other comprehensive ~~income~~loss for the three and ~~six~~nine months ended ~~June~~September 30, 2017:

Three Months Six Months
(dollars in thousands)
Balance at beginning of period $ (15 ) $ -
Other comprehensive income before reclassification 21 6
Amounts reclassified from accumulated other comprehensive income (loss) - -
Net other comprehensive income during period 21 6
Balance at end of period $ 6 $ 6

	Three Months			Nine Months
	(dollars in thousands)
Balance at beginning of period	$	6		$	-
Other comprehensive loss before reclassification		(9	)		(3	)
Amounts reclassified from accumulated other comprehensive loss		(1	)		(1	)
Net other comprehensive loss during period		(10	)		(4	)
Balance at end of period	$	(4	)	$	(4	)

We did not have any accumulated other comprehensive income or loss for the three or ~~six~~nine months ended ~~June~~September 30, 2016.

Note 8 - Fair Value of Financial Instruments

A fair value hierarchy that prioritizes the inputs to valuation methods is used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair market hierarchy are as follows:

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets, or liabilities.

Level 2:

Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3:

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

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

We record transfers between levels at the end of the reporting period in which the change in significant inputs occurs.

Assets ~~and Liabilities~~ Measured on a Recurring Basis

The following tables present fair value measurements for assets ~~and liabilities~~ that are measured at fair value on a recurring basis as of and for the ~~six~~nine months ended ~~June~~September 30, 2017:

Carrying
Value

Quoted
Prices
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total Changes
In Fair Values
Included In
Period Income

Assets: (dollars in thousands)
AFS Securities - U.S. government agency notes $ 7,171 $ - $ 7,171 $ - $ -
Loans held for sale ("LHFS") 3,489 - 3,489 - 104
Mortgage servicing rights ("MSRs") 511 - - 511 (46 )
Interest-rate lock commitments ("IRLCs") 23 - 23 - (139 )
Mandatory forward contracts 8 - 8 - (145 )
Best efforts forward contracts 4 - 4 - 4

	Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes In Fair Values Included In Period Income
	(dollars in thousands)
AFS Securities - U.S. government agency notes	$	3,129	$	-	$	3,129	$	-	$	-
Loans held for sale (“LHFS”)		4,871		-		4,871		-		139
Mortgage servicing rights (“MSRs”)		473		-		-		473		(84	)
Interest-rate lock commitments (“IRLCs”)		42		-		42		-		(120	)
Mandatory forward contracts		7		-		7		-		(146	)
Best efforts forward contracts		6		-		6		-		6

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The following tables present fair value measurements for assets ~~and liabilities~~ that are measured at fair value on a recurring basis as of and for the ~~six months~~year ended December 31, 2016:

	Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes In Fair Values Included In Period Income			Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes In Fair Values Included In Period Income
Assets:	(dollars in thousands)
												(dollars in thousands)
MSRs	$	557	$	-	$	-	$	557	$	66		$	557	$	-	$	-	$	557	$	66
IRLCs		162		-		162		-		(21	)		162		-		162		-		(21	)
Mandatory forward contracts		153		-		153		-		42			153		-		153		-		42

The following table provides additional quantitative information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:

Fair Value

Estimate

Valuation

Technique

Unobservable

Input

Range

(Weighted-Average)

Fair Value

Estimate

Valuation

Technique

Unobservable

Input

Range

(Weighted-Average)

(dollars in thousands)

June 30, 2017:

September 30, 2017:

MSRs

511

Market Approach

Weighted average prepayment speed

3.96%

473

Market Approach

Weighted average prepayment speed

3.95

December 31, 2016:

MSRs

557

Market Approach

Weighted average prepayment speed

3.95%

557

Market Approach

Weighted average prepayment speed

3.95

AFS Securities

The estimated fair values of AFS debt securities are obtained from a nationally-recognized pricing service. This pricing service develops estimated fair values by analyzing like securities and applying available market information through processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing, to prepare valuations. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things, and are based on market data obtained from sources independent from the Bank. The Level 2 investments in the Bank’s portfolio are priced using those inputs that, based on the analysis prepared by the pricing service, reflect the assumptions that market participants would use to price the assets. The Bank has determined that the Level 2 designation is appropriate for these securities because, as with most fixed-income securities, those in the Bank’s portfolio are not exchange-traded, and such nonexchange-traded fixed income securities are typically priced by correlation to observed market data.

LHFS

At ~~June 30,2017,~~September 30, 2017, LHFS were carried at fair value, which is determined based on outstanding investor commitments or, in the absence of such commitments, on current investor yield requirements or third party pricing models. At December 31, 2016, LHFS were carried at the lower-of-cost or market value (“LCM”) utilizing the same method.

MSRs

The fair value of MSRs is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income, and other ancillary income such as late fees. Management reviews all significant assumptions on a monthly basis. Mortgage loan prepayment speed, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change.

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IRLCs

We utilize a third party specialist model to estimate the fair value of our IRLCs, which are valued based upon mandatory pricing quotes from correspondent lenders less estimated costs to process and settle the loan. Fair value is adjusted for the estimated probability of the loan closing with the borrower.

Forward Contracts

To avoid interest rate risk, we enter into best efforts forward sales commitments with investors at the time we make an IRLC to a borrower. Once a loan has been closed and funded, the best efforts commitments convert to mandatory forward sales commitments. The mandatory commitments are derivatives, and the bank measures and reports them at fair value. Fair value is based on the gain or loss that would occur if we were to pair-off the transaction with the investor at the measurement date. This is a level 2 input. We have elected to measure and report best efforts commitments at fair value using a valuation methodology similar to that used for our mandatory commitments.

Assets Measured on a Nonrecurring Basis

We may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of LCM accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of assets:

	June 30, 2017														September 30, 2017
	Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Range of Discount			Weighted Average			Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Range of Discount			Weighted Average
	(dollars in thousands)														(dollars in thousands)
Impaired loans	$	1,597	$	-	$	-	$	1,597		0% - 36	%		26.4	%	$	1,597	$	-	$	-	$	1,597		0% - 33	%		25.5	%
Real estate acquired through foreclosure		789		-		-		789		0% - 26	%		6.0	%		691		-		-		691		0% - 26	%		20.9	%

	December 31, 2016
	Carrying Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Range of Discount			Weighted Average
	(dollars in thousands)
Impaired loans	$	2,136	$	-	$	-	$	2,136		0% - 2	%		2.0	%
Real estate acquired through foreclosure		767		-		-		767		0% - 10	%		10.0	%

December 31, 2016

Carrying
Value

Quoted
Prices
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Range of
Discount

Weighted
Average

(dollars in thousands)
Impaired loans $ 2,136 $ - $ - $ 2,136 0% - 2 % 2.0 %
Real estate acquired through foreclosure 767 - - 767 0% - 10 % 10.0 %

Impaired Loans

Impaired loans are those for which we have measured impairment based on the present value of expected future cash flows or on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. If it is determined that the repayment of the loan will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment, the loan is considered collateral dependent. Impaired loans that are considered collateral dependent are carried at the LCM. Collateral may be in the form of real estate or business assets including equipment, inventory, ~~and~~and/or accounts receivable. The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within level 3 of the fair value hierarchy.

For such loans that are classified as impaired, an Allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of that loan. For such impaired loans that are classified as collateral dependent, an Allowance is established when the current market value of the underlying collateral less its estimated disposal costs has not been finalized, but management determines that it is likely that the value is lower than the carrying value of that loan. Once the net collateral value has been determined, a charge-off is taken for the difference between the net collateral value and the carrying value of the loan.

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Real Estate Acquired Through Foreclosure

We record foreclosed real estate assets at the fair value less estimated selling costs on their acquisition dates and at the lower of such initial amount or estimated fair value less estimated selling costs thereafter. We generally obtain certified external appraisals of real estate acquired through foreclosure and estimate fair value using those appraisals. Other valuation sources may be used, including broker price opinions, letters of intent, and executed sale agreements.

Fair Value of All Financial Instruments

The carrying value and estimated fair value of all financial instruments are summarized in the following tables. The descriptions of the fair value calculations for AFS securities, LHFS, MSRs, IRLCs, best efforts forward contracts, mandatory forward contracts, impaired loans, and real estate acquired through foreclosure are included in the discussions above.

	June 30, 2017										September 30, 2017
	Carrying		Fair Value								Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Assets:	(dollars in thousands)										(dollars in thousands)
Cash and cash equivalents	$	34,001	$	34,001	$	-	$	-	$	34,001	$	41,635	$	41,635	$	-	$	-	$	41,635
AFS securities		7,171		-		7,171		-		7,171		3,129		-		3,129		-		3,129
HTM securities		64,442		11,122		53,625		-		64,747		58,764		8,102		50,857		-		58,959
LHFS		3,489		-		3,489		-		3,489		4,871		-		4,871		-		4,871
Loans receivable		623,726		-		-		640,282		640,282		643,028		-		-		653,381		653,381
Restricted stock investments		4,276		-		4,276		-		4,276		4,699		-		4,699		-		4,699
Accrued interest receivable		2,285		-		2,285		-		2,285		2,503		-		2,503		-		2,503
MSRs		511		-		-		511		511		473		-		-		473		473
IRLCs		23		-		23		-		23		42		-		42		-		42
Mandatory forward contracts		8		-		8		-		8		7		-		7		-		7
Best effort forward contracts		4		-		4		-		4		6		-		6		-		6
Liabilities:
Deposits		579,626		-		574,109		-		574,109		593,492		-		586,594		-		586,594
Borrowings		83,500		-		83,436		-		83,436		93,450		-		87,909		-		87,909
Subordinated debentures		20,619		-		-		20,619		20,619		20,619		-		-		20,619		20,619
Accrued interest payable		496		-		496		-		496		478		-		478		-		478

	December 31, 2016
	Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total
Assets:	(dollars in thousands)
Cash and cash equivalents	$	67,114	$	67,114	$	-	$	-	$	67,114
HTM securities		62,757		13,165		49,662		-		62,827
LHFS		10,307		-		10,313		-		10,313
Loans receivable		601,309		-		-		602,953		602,953
Restricted stock investments		5,103		-		5,103		-		5,103
Accrued interest receivable		2,249		-		2,249		-		2,249
MSRs		557		-		-		557		557
IRLCs		162		-		162		-		162
Mandatory forward contracts		153		-		153		-		153
Liabilities:
Deposits		571,946		-		572,556		-		572,556
Borrowings		103,500		-		97,961		-		97,961
Subordinated debentures		20,619		-		-		20,619		20,619
Accrued interest payable		538		-		538		-		538

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At ~~June~~September 30, 2017 and December 31, 2016, the Bank had loan funding commitments of ~~$96.6~~$97.6 million and $58.2 million, respectively, and standby letters of credit outstanding of ~~$4.3~~$3.9 million and $4.0 million, respectively. The fair value of these commitments is nominal.

~~Table of Contents~~

Cash and Cash Equivalents

The carrying amount reported in the consolidated statements of financial condition for cash and cash equivalents approximate those assets’ fair values.

HTM securities

The Company utilizes a third party source to determine the fair value of its securities. The methodology consists of pricing models based on asset class and includes available trade, bid, other market information, broker quotes, proprietary models, various databases, and trading desk quotes. U.S Treasury Securities are considered Level 1 and all of our other securities are considered Level 2.

Loans Receivable

The fair values of loans receivable were estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. These rates were used for each aggregated category of loans.

Restricted Stock Investments

The carrying value of restricted stock investments is a reasonable estimate of fair value as these investments do not have a readily available market.

Deposits

The fair values disclosed for demand deposit accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Borrowings

Long-term and short-term borrowings were segmented into categories with similar financial characteristics. Carrying values were discounted using a cash flow approach based on market rates.

Subordinated debentures

Current economic conditions have rendered the market for this liability inactive. As such, the Company is unable to determine a good estimate of fair value. Since the rate paid on the debentures held is lower than what would be required to secure an interest in the same debt at year end and we are unable to obtain a current fair value, the Company has disclosed that the carrying value approximates the fair value.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates do not reflect any premium or discount that could result from a one-time sale of our total holdings of a particular financial instrument. Because no market exists for a significant portion of our financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect estimates. The above information should not be interpreted as an estimate of the fair value of the Company since a fair value calculation is only provided for a limited portion of our assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between our disclosures and those of other companies may not be meaningful.

There were no transfers between any of Levels 1, 2, and 3 for the ~~six~~nine months ended ~~June~~September 30, 2017 or 2016 or for the year ended December 31, 2016.

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~~Note 9 – Subsequent Event~~

On July 7, 2017, we entered into a definitive agreement to purchase Mid Maryland Title Company (the “Title Company”), a real estate settlement company that handles commercial and residential real estate settlements in Maryland. The purchase is subject to the completion of due diligence and is anticipated to close in September 2017. The acquisition of the Title Company is not anticipated to have a material effect on the Company’s financial condition or results of operations.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

When used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Severn Bancorp and, unless the context requires otherwise, its consolidated subsidiaries. The following discussion should be read and reviewed in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Severn Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company

The Company is a savings and loan holding company chartered as a corporation in the state of Maryland in 1990. It conducts business primarily through ~~two~~three subsidiaries, Severn Savings Bank, FSB (the “Bank”), Mid-Maryland Title Company, Inc. (the “Title Company”), and SBI Mortgage Company (“SBI”). ~~The Bank’s principal subsidiary Louis Hyatt, Inc. (“Hyatt Commercial”), conducts business as Hyatt Commercial, a commercial real estate brokerage and property management company.~~ SBI holds mortgages that do not meet the underwriting criteria of the Bank, and is the parent company of Crownsville Development Corporation (“Crownsville”), which is doing business as Annapolis Equity Group, and acquires real estate for syndication and investment purposes. The Title Company is a real estate settlement company that handles commercial and residential real estate settlements in Maryland. The Bank’s principal subsidiary Louis Hyatt, Inc. (“Hyatt Commercial”), conducts business as Hyatt Commercial, a commercial real estate brokerage and property management company. The Bank has five branches in Anne Arundel County, Maryland, which offer a full range of deposit products, and originate mortgages in its primary market of Anne Arundel County, Maryland and, to a lesser extent, in other parts of Maryland, Delaware, and Virginia. As of ~~June~~September 30, 2017, we had ~~131~~132 full-time equivalent employees.

Overview

The Company provides a wide range of personal and commercial banking services. Personal services include mortgage lending and various other lending services as well as deposit products such as personal Internet banking and online bill pay, checking accounts, individual retirement accounts, money market accounts, and savings and time deposit accounts. Commercial services include commercial secured and unsecured lending services as well as business Internet banking, corporate cash management services, and deposit services. The Company also provides ATMs, credit cards, debit cards, safe deposit boxes, and telephone banking, among other products and services.

We have experienced a slightly improved level of profitability for the three and ~~six~~nine months ended ~~June~~September 30, 2017, primarily due to the payoff of high costing Federal Home Loan Bank of Atlanta (“FHLB”) advances and reversals of the provision for loan losses. Management believes that, while conditions continue to improve and real estate values in the Company’s market area continue to stabilize, certain detrimental factors still exist ~~for some customers.~~in the market. The interest rate spread between our cost of funds and what we earn on loans ~~and investments~~ has grown somewhat from 2016 levels due primarily to the aforementioned payoff of ~~high~~FHLB advances and a change in the mix from higher costing ~~FHLB advances.~~time deposits to lower costing transaction accounts. During the second quarter of 2016, we reversed the valuation allowance maintained on the net deferred tax ~~assets,~~asset, which resulted in an $11.2 million ~~deferred~~ tax benefit. With the reversal of the valuation allowance, we are now recording a provision for income taxes.

The Company expects to experience similar market conditions during the remainder of 2017, as the national and local economies continue to improve and as the employment environment in our market improves. If interest rates increase, demand for loans may decrease and our interest rate spread could decrease. ~~We will continue to manage loan and deposit pricing against the risks of rising costs of our deposits and borrowings.~~ Interest rates are outside of our control, so we must attempt to balance the pricing and duration of the loan portfolio against the risks of rising costs of our deposits and borrowings.

The continued success and attraction of Anne Arundel County, Maryland, and vicinity, will also be important to our ability to originate and grow mortgage loans and deposits, as will our continued focus on maintaining a low overhead.

If the volatility in the market and the economy continues or worsens, our business, financial condition, results of operations, access to funds, and the price of our stock could be materially and adversely impacted.

Acquisition

On September 1, 2017, we acquired the Title Company by issuing stock in a business combination. We issued 108,084 shares in the transaction valued at $775,000. We recorded $759,000 in goodwill in the transaction. The acquisition continues our growth strategy and focus on being a full-service provider and complements the mortgage services, commercial banking services, and commercial real estate services we provide. The acquisition of the Title Company has not had a material effect on the Company’s financial condition or results of operations.

Critical Accounting Policies

Our significant accounting policies are set forth in Note 1 of the audited consolidated financial statements for the year ended December 31, 2016 which were included in our Annual Report on Form 10-K. Of these significant accounting policies, we consider our policies regarding the valuation of investment securities, the Allowance for loan losses (“Allowance”), the valuation of real estate acquired through foreclosure, and the valuation of the net deferred tax asset to be our most critical accounting policies, due to the fact that these policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried in the consolidated financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. When applying accounting policies in such areas that are subjective in nature, management must use its best judgment to arrive at the carrying value of certain assets and liabilities. Below is a discussion of our critical accounting policies.

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Securities

We designate securities into one of three categories at the time of purchase. Debt securities that we have the intent and ability to hold to maturity are classified as held to maturity (“HTM”) and recorded at amortized cost. Debt and equity securities are classified as trading if bought and held principally for the purpose of sale in the near term. Trading securities are reported at estimated fair value, with unrealized gains and losses included in earnings. Debt securities not classified as HTM and debt and equity securities not classified as trading securities are considered available for sale (“AFS”) and are reported at estimated fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity, net of tax effects, in accumulated other comprehensive ~~income.~~loss.

AFS and HTM securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near-term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security.

The initial indications of other-than-temporary impairment (“OTTI”) for both debt and equity securities are a decline in the market value below the amount recorded for a security and the severity and duration of the decline. In determining whether an impairment is other than temporary, we consider the length of time and the extent to which the market value has been below cost, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions of its industry, our intent to sell the security, and if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We also consider the cause of the price decline (general level of interest rates and industry- and issuer-specific factors), the issuer’s financial condition, near-term prospects and current ability to make future payments in a timely manner, the issuer’s ability to service debt, and any change in agencies’ ratings at evaluation date from acquisition date and any likely imminent action. Once a decline in value is determined to be other than temporary, the security is segmented into credit- and noncredit-related components. Any impairment adjustment due to identified credit-related components is recorded as an adjustment to current period earnings, while noncredit-related fair value adjustments are recorded through accumulated other comprehensive ~~income.~~loss. In situations where we intend to sell or it is more likely than not that we will be required to sell the security, the entire OTTI loss is recognized in earnings.

Allowance for Loan Losses

The Allowance is maintained at an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible, based on evaluations of the collectability of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers’ ability to pay. Determining the amount of the Allowance requires the use of estimates and assumptions. Actual results could differ significantly from those estimates.

Future additions or ~~reduction~~reductions in the Allowance may be necessary based on changes in economic conditions, particularly in Anne Arundel County and the State of Maryland. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s Allowance. Such agencies may require the Bank to recognize additions to the Allowance based on their judgments about information available to them at the time of their examination.

The Allowance consists of specific and general components. The specific component relates to loans that are classified as impaired. When a real estate secured loan becomes impaired, a decision is made as to whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value (“LTV”) ratio based on the original appraisal and the condition of the property. Appraised values are discounted, if appropriate, to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property. For loans secured by collateral other than real estate, such as accounts receivable, inventory, and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging, or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

For such loans that are classified as impaired, an Allowance is established when the current fair value of the underlying collateral less its estimated disposal costs has not been finalized, but management determines that it is likely that the value is lower than the carrying value of that loan. Once the ~~net~~fair collateral value has been determined, a charge off is taken for the difference between the ~~net collateral~~fair value and the carrying value of the loan. For loans that are not solely collateral dependent, an Allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of that loan.

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The general component relates to loans that are classified as doubtful, substandard, or special mention that are not considered impaired, as well as nonclassified loans. The general reserve is based on historical loss experience adjusted for qualitative factors. These qualitative factors include, but are not limited to:

~~Table of Contents~~

Levels and trends in delinquencies and nonaccruals;

Inherent risk in the loan portfolio;

Trends in volume and terms of the loan;

Effects of any change in lending policies and procedures;

Experience, ability, and depth of management;

National and local economic trends and conditions;

Effect of any changes in concentration of credit; and

Industry conditions.

A loan is considered impaired if it meets any of the following three criteria:

Loans that are 90 days or more in arrears (nonaccrual loans);

Loans where, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement; or

Loans that are modified and qualify as troubled debt restructured loans (“TDR” or “TDRs”).

Loans that experience insignificant payment delays and payment shortfalls may not be classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

We assign risk ratings to the loans in our portfolio. These credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the Allowance. Loans not classified are rated pass.

Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Real Estate Acquired Through Foreclosure

Real estate acquired through or in the process of foreclosure is recorded at fair value less estimated disposal costs. Management periodically evaluates the recoverability of the carrying value of the real estate acquired through foreclosure using estimates as described under “Allowance for Loan Losses” above. In the event of a subsequent change in fair value, the carrying amount is adjusted to the lesser of the new fair value, less disposal costs, or the carrying value recorded at acquisition. The amount of the change is charged or credited to noninterest expense. Expenses on real estate acquired through foreclosure incurred prior to the disposition of the property, such as maintenance, insurance and taxes, and physical security, are charged to expense. Material expenses that improve the property to its best use are capitalized to the property. If a foreclosed property is sold for more or less than the carrying value, a gain or ~~losses~~loss is recognized upon the sale of the property.

Deferred Income Taxes

Deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled. Deferred tax assets are recognized only to the extent that it is more likely than not that such amount will be realized based on consideration of available evidence.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that current available evidence about the future raises doubt about the likelihood of a deferred tax asset being realized, a valuation allowance is established. We recognizes a tax position as a benefit only if it “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The judgment about the level of future taxable income is inherently subjective and is reviewed on a continual basis as regulatory and business factors change.

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Results of Operations

Net Income

Three months ended ~~June~~September 30

Net income ~~decreased~~increased by ~~$11.5 million,~~$204,000, or ~~92.1%~~19.3%, to ~~$982,000 for the three months ended June 30, 2017, compared to $12.5~~$1.3 million for the three months ended ~~June~~September 30, 2017, compared to $1.1 million for the three months ended September 30, 2016. Basic and diluted income per share were ~~$0.07~~$0.09 for the three months ended ~~June~~September 30, 2017 compared to ~~$1.02~~$0.04 for the three months ended June 30, 2016. During the second quarter of 2016, we recorded a one-time reversal of the valuation allowance held against net deferred tax assets. Income before taxes amounted to $1.6 million for the three months ended June 30, 2017, compared to $1.3 million for the three months ended JuneSeptember 30, 2016. The increase in ~~pre-tax~~net income reflected improved net interest income, decreased noninterest expenses, and a reduced loan loss provision, partially offset by decreased noninterest income.

~~Six~~Nine months ended ~~June~~September 30

Net income decreased by ~~$11.5~~$11.3 million, or ~~85.7%~~78.1%, to ~~$1.9~~$3.2 million for the ~~six~~nine months ended ~~June~~September 30, 2017, compared to ~~$13.4~~$14.4 million for the ~~six~~nine months ended ~~June~~September 30, 2016. Basic and diluted income per share were ~~$0.13~~$0.23 and $0.22, respectively, for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$1.13~~$1.14 (basic) and ~~$1.12~~$1.13 (diluted) for the ~~first half~~nine months ended September 30, 2016. During 2016, we recorded a one-time reversal of ~~2016. The~~the valuation allowance held against the net deferred tax ~~valuation allowance reversal was~~asset in the ~~primary reason for the decrease.~~amount of $11.2 million. Income before taxes amounted to ~~$3.1~~$5.3 million for the ~~six~~nine months ended ~~June~~September 30, 2017, compared to ~~$2.2~~$3.6 million for the ~~six~~nine months ended ~~June~~September 30, 2016. The increase in pre-tax income reflected improved net interest income, a ~~reduced~~reversal of loan loss provision, and decreased noninterest expense, partially offset by decreased noninterest income.

Net Interest Income

Three months ended ~~June~~September 30

Net interest income, which is interest earned net of interest expense, increased by ~~$466,000,~~$614,000, or ~~8.4%~~10.7%, to ~~$6.0~~$6.3 million for the three months ended ~~June~~September 30, 2017, compared to ~~$5.5~~$5.7 million for the three months ended ~~June~~September 30, 2016. Our net interest margin increased from ~~3.15%~~3.19% for the ~~second~~third quarter of 2016 to ~~3.26%~~3.38% for the ~~second~~third quarter of ~~2017~~.2017. Our net interest spread increased from ~~3.01%~~3.04% for the ~~second~~third quarter of 2016 to ~~3.05%~~3.16% for the ~~second~~third quarter of 2017.

Interest Income

Interest income increased by ~~$254,000,~~$397,000, or ~~3.3%~~5.1%, to ~~$7.9~~$8.2 million for the three months ended ~~June~~September 30, 2017, compared to ~~$7.6~~$7.8 million for the three months ended ~~June~~September 30, 2016. Average interest-earning assets increased from ~~$708.1~~$713.4 million for the ~~second~~third quarter of 2016 to ~~$738.7~~$743.9 million for the ~~second~~third quarter of 2017. Average loans outstanding increased by ~~$8.1~~$12.1 million due to increased originations. The average yield on loans increased from 4.80% for the three months ended September 30, 2016 to 4.92% for the three months ended September 30, 2017 as a result of a slightly increased rate environment. Average HTM securities decreased by ~~$15.1~~$11.6 million due to security ~~in the second quarter of~~ maturities and repayments from mortgage-backed securities. The proceeds were used to fund the purchase of AFS securities and, along with other available funds, the purchase of certificates of deposit from other banks, which contributed to the increase in average other interest-earning assets.

Interest Expense

Interest expense decreased by ~~$212,000,~~$217,000, or ~~10.1%~~10.2%, to $1.9 million for the three months ended ~~June~~September 30, 2017, compared to $2.1 million for the three months ended ~~June~~September 30, 2016. The decrease was primarily due to a decrease in the average rate paid on ~~certificates of deposit~~transaction accounts from ~~1.51%~~0.23% for the ~~second~~third quarter of 2016 to ~~1.16%~~0.12% for the ~~second~~third quarter of 2017, due to a change in the ~~maturities of~~mix from higher ~~rate certificates of deposit.~~costing time deposits to lower costing transaction accounts. Additionally, average ~~borrowings~~interest-bearing liabilities decreased ~~$26.2~~by $19.0 million ~~from~~to $615.3 million for the ~~second quarter~~three months ended September 30, 2017 compared to $634.3 million for the same period of ~~2016 to the second quarter of 2017. We paid off $3.5 million of 8.0% subordinated debentures in the later part of 2016 as well as $20.0 million in FHLB advances in 2017.~~2016.

~~Six~~Nine months ended ~~June~~September 30

Net interest income increased by ~~$817,000,~~$1.4 million, or ~~7.6%~~8.7%, to ~~$11.6~~$17.9 million for the ~~six~~nine months ended ~~June~~September 30, 2017, compared to ~~$10.8~~$16.5 million for the ~~six~~nine months ended ~~June~~September 30, 2016. Our net interest margin increased from ~~3.01%~~3.07% for the ~~first half of~~nine months ended September 30, 2016 to ~~3.18%~~3.25% for the ~~first half of 2017~~.nine months ended September 30, 2017. Our net interest spread increased from ~~2.88%~~2.94% for the ~~first half of~~nine months ended September 30, 2016 to ~~2.97%~~3.04% for the ~~first half~~nine months ended September 30, 2017.

Table of ~~2017.~~Contents

Interest Income

Interest income increased by ~~$307,000,~~$704,000, or ~~2.0%~~3.1%, to ~~$15.5~~$23.7 million for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$15.1~~$23.0 million for the ~~first half~~comparable period of 2016. Average interest-earning assets increased from ~~$720.3~~$718.0 million infor the nine months ended September 30, 2016 to ~~$735.6~~$738.4 million infor the nine months ended September 30, 2017. Average loans outstanding increased by ~~$4.0~~$6.7 million due to increased originations. The average yield on loans increased from 4.74% for the nine months ended September 30, 2016 to 4.81% for the nine months ended September 30, 2017. Average HTM securities decreased by ~~$8.5~~$9.5 million due to security maturities and repayments from mortgage-backed securities. As mentioned above, the purchase of AFS securities and certificates of deposit from other banks contributed to the increase in average other interest-earning assets.

~~Table of Contents~~

Interest Expense

Interest expense decreased by ~~$510,000,~~$727,000, or ~~11.7%~~11.2%, to ~~$3.9~~$5.8 million for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$4.4~~$6.5 million for the ~~first half~~comparable period of 2016. The decrease was primarily due to the decreased average rate of our borrowings. Average borrowings decreased ~~$13.1~~$18.0 million and the average rate paid on borrowings decreased from ~~3.66%~~3.47% for the ~~first half of~~nine months ended September 30, 2016 to ~~3.33%~~3.26% for the ~~first half~~nine months ended September 30, 2017. Additionally, average interest-bearing liabilities decreased by $30.7 million to $614.7 million for the nine months ended September 30, 2017 compared to $645.4 million for the same period of ~~2017.~~2016.

The following table sets forth, for the periods indicated, information regarding the average balances of interest-earning assets and interest-bearing liabilities and the resulting yields on average interest-earning assets and average rates paid on average interest-bearing liabilities. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

		Three Months Ended June 30,																	Three Months Ended September 30,
		2017								2016									2017								2016
		Average Balance (1)			Interest (2)		Yield/ Rate (4)			Average Balance (1)			Interest (2)		Yield/ Rate (4)				Average Balance (1)			Interest (2)		Yield/ Rate (4)			Average Balance (1)			Interest (2)		Yield/ Rate (4)
ASSETS		(dollars in thousands)																	(dollars in thousands)
Loans		$	611,906		$	7,352		4.82	%	$	603,827		$	7,195		4.79	%		$	621,177		$	7,702		4.92	%	$	609,096		$	7,346		4.80	%
Loans held for sale ("LHFS")			3,535			42		4.76	%		7,910			66		3.36	%
Loans held for sale (“LHFS”)																				3,117			40		5.09	%		10,384			133		5.10	%
AFS securities			7,161			30		1.68	%		-			-		-				5,853			26		1.76	%		-			-		-
HTM securities			60,371			298		1.98	%		75,453			299		1.59	%			62,249			304		1.94	%		73,872			280		1.51	%
Other interest-earning assets (3)			50,938			114		0.90	%		15,006			14		0.38	%			46,825			106		0.90	%		14,134			16		0.45	%
Restricted stock investments, at cost			4,742			60		5.07	%		5,881			68		4.65	%			4,676			61		5.18	%		5,885			67		4.53	%
Total interest-earning assets			738,653			7,896		4.29	%		708,077			7,642		4.34	%			743,897			8,239		4.39	%		713,371			7,842		4.37	%
Allowance for loan losses			(8,678	)							(8,763	)
Allowance																				(8,383	)							(8,808	)
Cash and other noninterest-earning assets			62,929								69,376									56,589								71,805
Total assets		$	792,904			7,896				$	768,690			7,642					$	792,103			8,239				$	776,368			7,842

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY																		LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
Checking and savings		$	282,149			314		0.45	%	$	271,883			172		0.25	%		$	287,299			89		0.12	%	$	271,003			154		0.23	%
Certificates of deposit			214,760			624		1.16	%		221,778			832		1.51	%			214,282			922		1.71	%		221,778			865		1.55	%
Total interest-bearing deposits			496,909			938		0.76	%		493,661			1,004		0.82	%			501,581			1,011		0.80	%		492,781			1,019		0.82	%
Borrowings			115,334			951		3.31	%		141,537			1,097		3.12	%			113,719			897		3.13	%		141,537			1,106		3.11	%
Total interest-bearing liabilities			612,243			1,889		1.24	%		635,198			2,101		1.33	%			615,300			1,908		1.23	%		634,318			2,125		1.33	%
Noninterest-bearing deposits			89,777								38,019									86,437								39,685
Other noninterest-bearing liabilities			2,493								6,434									2,665								4,530
Stockholders' equity			88,391								89,039
Total liabilities and stockholders' equity		$	792,904			1,889				$	768,690			2,101
Stockholders’ equity																				87,701								97,835
Total liabilities and stockholders’ equity																			$	792,103			1,908				$	776,368			2,125
Net interest income/net interest spread	Net interest income/net interest spread				$	6,007		3.05	%				$	5,541		3.01	%	Net interest income/net interest spread				$	6,331		3.16	%				$	5,717		3.04	%
Net interest margin								3.26	%							3.15	%								3.38	%							3.19	%

(1)	Nonaccrual loans are included in average loans.

(2)	There are no tax equivalency adjustments.

(3)	Other interest-earning assets include interest-earning deposits and federal funds sold

(4)	Annualized

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		Six Months Ended June 30,																	Nine Months Ended September 30,
		2017								2016									2017								2016
		Average Balance (1)			Interest (2)		Yield/ Rate (4)			Average Balance (1)			Interest (2)		Yield/ Rate (4)				Average Balance (1)			Interest (2)		Yield/ Rate (4)			Average Balance (1)			Interest (2)		Yield/ Rate (4)
ASSETS		(dollars in thousands)																	(dollars in thousands)
Loans		$	610,162		$	14,433		4.77	%	$	606,122		$	14,215		4.72	%		$	613,833		$	22,105		4.81	%	$	607,113		$	21,561		4.74	%
LHFS			3,976			92		4.67	%		6,163			153		4.99	%			3,690			162		5.87	%		7,570			286		5.05	%
AFS securities			4,549			45		1.99	%		-			-		-				4,984			71		1.90	%		-			-		-
HTM securities			61,433			552		1.81	%		69,942			610		1.75	%			61,705			856		1.85	%		71,253			890		1.67	%
Other interest-earning assets (3)			50,618			211		0.84	%		32,652			34		0.21	%			49,353			317		0.86	%		26,479			50		0.25	%
Restricted stock investments, at cost			4,848			120		4.99	%		5,418			134		4.97	%			4,791			181		5.05	%		5,573			201		4.82	%
Total interest-earning assets			735,586			15,453		4.24	%		720,297			15,146		4.23	%			738,356			23,692		4.29	%		717,988			22,988		4.28	%
Allowance for loan losses			(8,839	)							(8,881	)
Allowance																				(8,687	)							(8,857	)
Cash and other noninterest-earning assets			64,343								67,566									61,758								69,151
Total assets		$	791,090			15,453				$	778,982			15,146					$	791,427			23,692				$	778,282			22,988

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY																		LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
Checking and savings		$	280,324			529		0.38	%	$	299,896			327		0.22	%		$	282,649			618		0.29	%	$	290,518			481		0.22	%
Certificates of deposit			216,108			1,384		1.29	%		219,617			1,656		1.52	%			215,499			2,306		1.43	%		220,337			2,521		1.53	%
Total interest-bearing deposits			496,432			1,913		0.78	%		519,513			1,983		0.77	%			498,148			2,924		0.78	%		510,855			3,002		0.78	%
Borrowings			117,949			1,947		3.33	%		131,050			2,387		3.66	%			116,539			2,844		3.26	%		134,546			3,493		3.47	%
Total interest-bearing liabilities			614,381			3,860		1.27	%		650,563			4,370		1.35	%			614,687			5,768		1.25	%		645,401			6,495		1.34	%
Noninterest-bearing deposits			85,673								35,089									85,928								36,725
Other noninterest-bearing liabilities			2,605								4,575									2,624								4,559
Stockholders' equity			88,431								88,755
Total liabilities and stockholders' equity		$	791,090			3,860				$	778,982			4,370
Stockholders’ equity																				88,188								91,597
Total liabilities and stockholders’ equity																			$	791,427			5,768				$	778,282			6,495
Net interest income/net interest spread	Net interest income/net interest spread				$	11,593		2.97	%				$	10,776		2.88	%	Net interest income/net interest spread				$	17,924		3.04	%				$	16,493		2.94	%
Net interest margin								3.18	%							3.01	%								3.25	%							3.07	%

(1)	Nonaccrual loans are included in average loans.

(2)	There are no tax equivalency adjustments.

(3)	Other interest-earning assets include interest-earning deposits and federal funds sold

(4)	Annualized

The “Rate/Volume Analysis” below indicates the changes in our net interest income as a result of changes in volume and rates. We maintain an asset and liability management policy designed to provide a proper balance between rate-sensitive assets and rate-sensitive liabilities to attempt to optimize interest margins while providing adequate liquidity for our anticipated needs. Changes in interest income and interest expense that result from variances in both volume and rates have been allocated to rate and volume changes in proportion to the absolute dollar amounts of the change in each.

	Three Months Ended June 30, 2017 vs. 2016									Six Months Ended June 30, 2017 vs. 2016									Three Months Ended September 30, 2017 vs. 2016									Nine Months Ended September 30, 2017 vs. 2016
	Due to Variances in									Due to Variances in									Due to Variances in									Due to Variances in
	Rate			Volume			Total			Rate			Volume			Total			Rate			Volume			Total			Rate			Volume			Total
Interest earned on:	(dollars in thousands)																		(dollars in thousands)
Loans	$	47		$	110		$	157		$	138		$	80		$	218		$	169		$	187		$	356		$	312		$	232		$	544
LHFS		116			(140	)		(24	)		(9	)		(52	)		(61	)		-			(93	)		(93	)		65			(189	)		(124	)
AFS securities		-			30			30			-			45			45			-			26			26			-			71			71
HTM Securities		232			(233	)		(1	)		14			(72	)		(58	)		240			(216	)		24			109			(143	)		(34	)
Other interest-earning assets		35			65			100			148			29			177			28			62			90			196			71			267
Restricted stock investments, at cost		31			(39	)		(8	)		1			(15	)		(14	)		39			(45	)		(6	)		14			(34	)		(20	)
Total interest income		461			(207	)		254			292			15			307			476			(79	)		397			696			8			704

Interest paid on:
Interest-bearing deposits:
Checking and savings		138			4			142			265			(63	)		202			(123	)		58			(65	)		158			(21	)		137
Certificates of deposit		(181	)		(27	)		(208	)		(246	)		(26	)		(272	)		217			(160	)		57			(160	)		(55	)		(215	)
Total interest-bearing deposits		(43	)		(23	)		(66	)		19			(89	)		(70	)		94			(102	)		(8	)		(2	)		(76	)		(78	)
Borrowings		365			(511	)		(146	)		(210	)		(230	)		(440	)		53			(262	)		(209	)		(199	)		(450	)		(649	)
Total interest expense		322			(534	)		(212	)		(191	)		(319	)		(510	)		147			(364	)		(217	)		(201	)		(526	)		(727	)
Net interest income	$	139		$	327		$	466		$	483		$	334		$	817		$	329		$	285		$	614		$	897		$	534		$	1,431

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Provision for Loan Losses

~~The Company’s~~Our loan portfolio is subject to varying degrees of credit risk and an ~~allowance for loan losses~~Allowance is maintained to absorb losses inherent in ~~its~~our loan portfolio. Credit risk includes, but is not limited to, the potential for borrower default and the failure of collateral to be worth what ~~the Company~~we determined it was worth at the time of the granting of the loan. We monitor loan delinquencies at least monthly. All loans that are delinquent and all loans within the various categories of our portfolio as a group are evaluated. Management, with the advice and recommendation of the Company’s Board of Directors, estimates an Allowance to be set aside for loan losses. Included in determining the calculation are such factors as historical losses for each loan portfolio, current market value of the loan’s underlying collateral, inherent risk contained within the portfolio after considering the state of the general economy, economic trends, consideration of particular risks inherent in different kinds of lending and consideration of known information that may affect loan collectability. As a result of our Allowance analysis, during the ~~three and six~~nine months ended ~~June~~September 30, 2017, we determined that a provision ~~reversals~~reversal of ~~$375,000 and~~ $650,000 ~~respectively, were~~was appropriate.

See additional information about the provision for loan losses under “Credit Risk Management and the Allowance” later in this Item.

Noninterest Income

Three months ended ~~June~~September 30

Total noninterest income decreased by ~~$1.1 million,~~$497,000, or ~~51.9%~~26.2%, to ~~$1.0~~$1.4 million for the three months ended ~~June~~September 30, 2017, compared to ~~$2.1~~$1.9 million for the three months ended ~~June~~September 30, 2016, primarily due to decreased mortgage-banking revenue. Mortgage-banking revenue decreased $708,000, or 67.9%, due to a decreased volume of loans originated through our Internet mortgage platform (“E-Home Finance”) in the third quarter of 2017 compared to the third quarter of 2016. In 2017, the decision was made to move away from the E-Home Finance purchased lead model and instead focus on internally generated leads. We have experienced a temporary reduction in volume during this transition. Deposit service charges increased $158,000 due primarily to onboarding fees received on a new deposit product during the three months ended September 30, 2017. Other noninterest income includes $48,000 in revenue generated by the Title Company after the acquisition on September 1, 2017.

Nine months ended September 30

Total noninterest income decreased by $1.8 million, or 32.6%, to $3.8 million for the nine months ended September 30, 2017, compared to $5.6 million for the comparable period in 2016, primarily due to decreased real estate commissions and mortgage-banking revenue. Real estate commissions by Hyatt Commercial decreased by ~~$405,000,~~$287,000, or ~~60.2%~~23.0%, to ~~$268,000~~$959,000 for the ~~three~~nine months ended ~~June~~September 30, 2017, compared to $673,000 for the three months ended June 30, 2016. The decrease was due to a decrease in commercial sales activity during the three months ended June 30, 2017, compared to the same period in 2016. Mortgage-banking revenue decreased $649,000, or 69.8%, due to a decreased volume of loans originated through our Internet mortgage platform (“E-Home Finance”) in the second quarter of 2017 compared to the second quarter of 2016.

~~Six months ended June 30~~

~~Total noninterest income decreased by $978,000, or 29.3%, to $2.4~~$1.2 million for the first half of 2017, compared to $3.3 million for the first half of 2016, primarily due to decreased real estate commissions and mortgage-banking revenue. Real estate commissions by Hyatt Commercial decreased by $143,000, or 18.1%, to $648,000 for the first half of 2017, compared to $791,000 for the first halfsame period of 2016. The decrease was due to a decreased volume of commercial sales in the ~~first half of~~nine months ended September 30, 2017 compared to the same period in 2016. Mortgage-banking revenue decreased ~~$835,000,~~$1.5 million, or ~~50.6%~~57.3%, to ~~$816,000~~$1.2 million for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$1.7~~$2.7 million for the ~~first half~~comparable period of 2016. This decrease in activity was the result of a decrease in the volume of loans originated through E-Home Finance in the ~~first half of~~nine months ended September 30, 2017 compared to the ~~first half of 2016.~~nine months ended September 30, 2016 due to the transition from the E-Home Finance purchased lead model to internally generated leads. Deposit service charges increased $160,000 due primarily to onboarding fees received on a new deposit product during the nine months ended September 30, 2017. Other noninterest income includes $48,000 in revenue generated by the Title Company after the acquisition on September 1, 2017.

Noninterest Expense

Three months ended ~~June~~September 30

Total noninterest expenses decreased ~~$427,000,~~$609,000, or ~~6.8%~~9.9%, to ~~$5.8~~$5.5 million for the three months ended ~~June~~September 30, 2017, compared to ~~$6.3~~$6.1 million for the three months ended ~~June~~September 30, 2016, primarily due to decreases in compensation and related expenses, Federal Deposit Insurance Corporation (“FDIC”) assessments, ~~occupancy,~~mortgage leads purchased, and professional ~~fees, and write-downs and costs related to real estate acquired through foreclosure.~~fees. Compensation and related expenses decreased by ~~$140,000,~~$640,000, or ~~3.7%~~16.3%, to ~~$3.7~~$3.3 million for the three months ended ~~June~~September 30, 2017, compared to ~~$3.8~~$3.9 million for the three months ended ~~June~~September 30, 2016. This decrease was primarily due to staff reductions. Net occupancy costs decreased by $124,000, or 27.6%, to $325,000 for the three months ended June 30, 2017, compared to $449,000 for the three months ended June 30, 2016, primarily due to lower maintenance and utility expenses. Our FDIC insurance premiums decreased during the ~~second~~third quarter of 2017 as a result of the termination of the formal agreements with the Office of the Comptroller of the Currency (“OCC”) and the Federal Reserve Board (“FRB”) in 2016. Professional fees decreased by ~~$117,000,~~$65,000, or ~~49.8%~~34.4%, to ~~$118,000~~$124,000 for the three months ended ~~June~~September 30, 2017, compared to ~~$235,000~~$189,000 for the three months ended ~~June~~September 30, 2016, primarily due to decreased fees incurred for consulting. WeMortgage leads purchased decreased $157,000 due to the transition away from the E-Home Finance purchased lead model. Partially offsetting the decreases in noninterest expense, on-line charges increased $120,000, credit reports and appraisal fees increased $55,000, and we recorded increased write-downs and incurred ~~less~~increased costs ~~as well as fewer write downs related to our~~on real estate acquired through foreclosure induring the ~~second quarter of~~three months ended September 30, 2017 compared to the ~~second quarter of~~same period in 2016.

~~Six~~Nine months ended ~~June~~September 30

Total noninterest expenses decreased ~~$330,000,~~$1.3 million, or ~~2.8%~~7.0%, to ~~$11.5~~$17.0 million for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$11.8~~$18.3 million for the ~~first half of~~nine months ended September 30, 2016, ~~primarily due to~~with decreases in ~~occupancy~~the majority of expense ~~FDIC premiums, professional fees, online charges,~~categories. Compensation and ~~write-downs and costs~~ related ~~to real estate acquired through foreclosure. Net occupancy costs~~expenses decreased by ~~$240,000,~~$499,000, or ~~26.6%~~4.4%, to ~~$661,000~~$10.7 million for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$901,000~~$11.2 million for the ~~first half of~~nine months ended September 30, 2016 ~~primarily~~ due to ~~lower maintenance and utility expenses.~~staff reductions. During the ~~first half of~~nine months ended September 30, 2017, we reversed an over accrual of FDIC assessment expense due to a lower ~~first half~~ 2017 rate assessment that arose from the termination of the OCC and FRB ~~agreements.~~agreements in 2016. Professional fees decreased by ~~$154,000,~~$151,000, or ~~37.8%~~28.6%, to ~~$253,000~~$377,000 for the ~~first half of~~nine months ended September 30, 2017, compared to ~~$407,000~~$528,000 for the ~~first half~~same period of 2016, primarily due to a decrease in fees incurred for consulting. During the first half of 2017, we received a refund of certain fees that were overbilled in late 2016. This refund caused online charges to decrease by $76,000, or 15.2%. We incurred less costs as well as fewer write downs related to our real estate acquired through foreclosure in the first half of 2017 comparedMortgage leads purchased decreased $325,000 due to the ~~first half of 2016.~~transition away from the E-Home Finance purchased lead model.

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Income Tax Provision

We recorded ~~$581,000~~$950,000 and ~~$1.2~~$2.2 million in income tax provisions during the three and ~~six~~nine months ended ~~June~~September 30, 2017, respectively, compared to ~~an $11.2~~a tax provision of $378,000 for the three months ended September 30, 2016 and a $10.8 million income tax benefit for ~~both~~ the ~~three and six~~nine months ended ~~June~~September 30, ~~2016, as we~~2016. We fully released our net deferred tax asset valuation allowance in the first half of 2016.

Financial Condition

Total assets ~~decreased $12.0~~increased $13.8 million to ~~$775.4~~$801.3 million at ~~June~~September 30, 2017, compared to $787.5 million at December 31, 2016. LHFS decreased ~~$6.8~~$5.4 million, or ~~66.1%~~52.7%, to ~~$3.5~~$4.9 million at ~~June~~September 30, 2017, compared to $10.3 million at December 31, 2016. This decrease was due to a lower volume of loan originations, and to a lesser extent, the timing of loans pending sale. Loans increased ~~$21.2~~$40.7 million, or ~~3.5%~~6.7%, to ~~$631.4~~$651.0 million at ~~June~~September 30, 2017 from $610.3 million at December 31, 2016 due to increased residential mortgage and commercial real estate originations during 2017. Total deposits increased ~~$7.7~~$21.5 million, or ~~1.3%~~3.8%, to ~~$579.6~~$593.5 million at ~~June~~September 30, 2017 compared to $571.9 million at December 31, 2016. Total borrowings decreased by ~~$20.0~~$10.1 million, or ~~19.3%~~9.7%, to ~~$83.5~~$93.5 million at ~~June~~September 30, 2017 compared to $103.5 million at December 31, 2016. ~~These~~The borrowings held at December 31, 2016 began to mature in February of 2017. To facilitate the funding of the loan growth and the repayment of FHLB advances, cash and cash equivalents decreased by ~~$33.1~~$25.5 million, or ~~49.3%~~38.0%, to ~~$34.0~~$41.6 million at ~~June~~September 30, 2017, compared to $67.1 million at December 31, 2016.

Securities

We utilize the securities portfolio as part of our overall asset/liability management practices to enhance interest revenue while providing necessary liquidity for the funding of loan growth or deposit withdrawals. We continually monitor the credit risk associated with investments and diversify the risk in the securities portfolios. We held ~~$7.2~~$3.1 million in securities classified as AFS as of ~~June~~September 30, 2017. We held ~~$64.4~~$58.8 million and $62.8 million, respectively, in securities classified as HTM as of ~~June~~September 30, 2017 and December 31, 2016.

Changes in current market conditions, such as interest rates and the economic uncertainties in the mortgage, housing, and banking industries impact the securities market. Quarterly, we review each security in our portfolio to determine the nature of any decline in value and evaluate if any impairment should be classified as OTTI. For the three and ~~six~~nine months ended ~~June~~September 30, 2017, we determined that no OTTI charges were required.

All of the AFS and HTM securities that are impaired as of ~~June~~September 30, 2017 are so due to declines in fair values resulting from changes in interest rates or decreased credit/liquidity spreads compared to the time they were purchased. We have the intent to hold these securities to maturity (including those designated as AFS) ~~to maturity~~ and it is more likely than not that we will not be required to sell the securities before recovery of value. As such, management considers the impairments to be temporary.

Our AFS securities portfolio consists of United States of America (“U.S.”) government agency notes in the amount of ~~$7.2~~$3.1 million at ~~June~~September 30, 2017, all of which were purchased in 2017.

Our HTM securities portfolio composition is as follows:

	June 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
	(dollars in thousands)				(dollars in thousands)
U.S. Treasury securities	$	10,996	$	12,998	$	7,996	$	12,998
U.S. government agency notes		20,015		20,027		19,008		20,027
Mortgage-backed securities		33,431		29,732		31,760		29,732
	$	64,442	$	62,757	$	58,764	$	62,757

LHFS

We originate residential mortgage loans for sale on the secondary market. At ~~June~~September 30, 2017, such LHFS, which are carried at fair value, amounted to ~~$3.5~~$4.9 million, the majority of which are subject to purchase commitments from investors. The LHFS balance at December 31, 2016 was $10.3 million and was recorded at lower-of-cost or market value (“LCM”). LHFS decreased by ~~$6.8~~$5.4 million, or ~~66.1%~~52.7%, compared to December 31, 2016. This decrease was primarily due to a lower origination volume and the timing of loans pending sale on the secondary market.

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Loans

Our loan portfolio is expected to produce higher yields than investment securities and other interest-earning assets; the absolute volume and mix of loans and the volume and mix of loans as a percentage of total ~~earning~~interest-earning assets is an important determinant of our net interest margin.

The following table sets forth the composition of our loan portfolio:

	June 30, 2017					December 31, 2016					September 30, 2017					December 31, 2016
	Amount		Percent of Total			Amount		Percent of Total			Amount		Percent of Total			Amount		Percent of Total
	(dollars in thousands)										(dollars in thousands)
Residential Mortgage	$	285,907		45.3	%	$	257,659		42.2	%	$	289,169		44.4	%	$	257,659		42.2	%
Commercial		25,811		4.1	%		46,468		7.6	%		37,485		5.8	%		46,468		7.6	%
Commercial real estate		216,388		34.2	%		195,710		32.1	%		223,167		34.3	%		195,710		32.1	%
Construction, land acquisition, and development ("ADC")		85,898		13.6	%		90,102		14.8	%
Construction, land acquisition, and development (“ADC”)												84,164		12.9	%		90,102		14.8	%
Home equity/2nds		16,336		2.6	%		19,129		3.1	%		15,861		2.4	%		19,129		3.1	%
Consumer		1,104		0.2	%		1,210		0.2	%		1,118		0.2	%		1,210		0.2	%
	$	631,444		100.0	%	$	610,278		100.0	%	$	650,964		100.0	%	$	610,278		100.0	%

Loans increased by ~~$21.2~~$40.7 million, or ~~3.5%~~6.7%, to ~~$631.4~~$651.0 million at ~~June~~September 30, 2017, compared to $610.3 million at December 31, 2016. This increase was ~~primarily~~ due to increased demand and originations of residential ~~mortgage~~mortgages and commercial real estate ~~loan demand.~~

~~Construction Loans~~

Construction loans are funded, at the request of the borrower, typically not more than once per month, based on the extent of work completed, and are monitored, throughout the life of the project, by independent professional construction inspectors and the Company’s commercial real estate lending department. Interest is advanced to the borrower, upon request, based upon the progress of the project toward completion. The amount of interest advanced is added to the total outstanding principal under the loan commitment. Should the project not progress as scheduled, the adequacy of the interest reserve necessary to carry the project through to completion is subject to close monitoring by management. Should the interest reserve be deemed to be inadequate, the borrower is required to fund the deficiency. Similarly, once a loan is fully funded, the borrower is required to fund all interest payments.

Construction loans are reviewed for extensions upon expiration of the loan term. Provided the loan is performing in accordance with contractual terms, extensions may be granted to allow for the completion of the project, marketing or sales of completed units, or to provide for permanent financing. Extension terms generally do not exceed 12 to 18 months.

In general, our construction loans are used to finance improvements to commercial, industrial, or residential property. Repayment is typically derived from the sale of the property as a whole, the sale of smaller individual units, or by a take-out from a permanent mortgage. The term of the construction period generally does not exceed two years. Loan commitments are based on established construction budgets which represent an estimate of total costs to complete the proposed project including both hard (direct) costs (building materials, labor, etc.) and soft (indirect) costs (legal and architectural fees, etc.). In addition, project costs may include an appropriate level of interest reserves to carry the project through to completion. If established, such interest reserves are determined based on (i) a percentage of the committed loan amount, (ii) the loan term, and (iii) the applicable interest rate. Regardless of whether a loan contains an interest reserve, the total project cost statement serves as the basis for underwriting and determining which items will be funded by the loan and which items will be funded through borrower equity. The Company has not advanced additional interest reserves to keep a loan from becoming nonperforming.

~~Extensions and Guarantees~~

We have experienced extension requests for commercial real estate and construction loans, some of which have related repayment guarantees. An extension may be granted to allow for the completion of the project, marketing, or sales of completed units, or to provide for permanent financing, and is based on a re-underwriting of the loan and management’s assessment of the borrower’s ability to perform according to the agreed-upon terms. Typically, at the time of an extension, borrowers are performing in accordance with contractual loan terms. Extension terms generally do not exceed 12 to 18 months and typically require the borrower to provide additional economic support in the form of partial repayment, additional collateral, or guarantees. In cases where the fair value of the collateral or the financial resources of the borrower are deemed insufficient to repay the loan, reliance may be placed on the support of a guarantee, if applicable. However, such guarantees are not relied on when evaluating a loan for impairment and never considered the sole source of repayment.

~~Table of Contents~~

We evaluate the financial condition of guarantors based on the most current financial information available. Most often, such information takes the form of (i) personal financial statements of net worth, cash flow statements, and tax returns (for individual guarantors) and (ii) financial and operating statements, tax returns, and financial projections (for legal entity guarantors). Our evaluation is primarily focused on various key financial metrics, including net worth, leverage ratios, and liquidity. It is our policy to update such information annually, or more frequently as warranted, over the life of the loan.

While we do not specifically track the frequency with which we have pursued guarantor performance under a guarantee, our underwriting process, both at origination and upon extension, as applicable, includes an assessment of the guarantor’s reputation, creditworthiness, and willingness to perform. Historically, when we have found it necessary to seek performance under a guarantee, we have been able to effectively mitigate our losses. When a loan becomes impaired, repayment is sought from both the underlying collateral and the guarantor (as applicable). In the event that the guarantor is unwilling or unable to perform, a legal remedy is pursued.loans.

Credit Risk Management and the Allowance

Credit risk is the risk of loss arising from the inability of a borrower to meet his or her obligations and entails both general risks, which are inherent in the process of lending, and risks specific to individual borrowers. Our credit risk is mitigated through portfolio diversification, which limits exposure to any single customer, industry, or collateral type.

We manage credit risk by evaluating the risk profile of the borrower, repayment sources, the nature of the underlying collateral, and other support given current events, conditions, and expectations. We attempt to manage the risk characteristics of our loan portfolio through various control processes, such as credit evaluation of borrowers, establishment of lending limits, and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, we seek to rely primarily on the cash flow of our borrowers as the principal source of repayment. Although credit policies and evaluation processes are designed to minimize our risk, management recognizes that loan losses will occur and the amount of these losses will fluctuate depending on the risk characteristics of our loan portfolio, as well as general and regional economic conditions.

Management has an established methodology to determine the adequacy of the Allowance that assesses the risks and losses inherent in the loan portfolio. Our Allowance methodology employs management’s assessment as to the level of future losses on existing loans based on our internal review of the loan portfolio, including an analysis of the borrowers’ current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and/or lines of business. In determining our ability to collect certain loans, we also consider the fair value of any underlying collateral. In addition, we evaluate credit risk concentrations, including trends in large dollar exposures to related borrowers, industry and geographic concentrations, and economic and environmental factors. Our risk management practices are designed to ensure timely identification of changes in loan risk profiles; however, undetected losses may inherently exist within the loan portfolio. The assessment aspects involved in analyzing the quality of individual loans and assessing collateral values can also contribute to undetected, but probable, losses. For more detailed information about our Allowance methodology and risk rating system, see Note 3 to the Consolidated Financial Statements.

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The following table summarizes the activity in our Allowance by portfolio segment:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
	(dollars in thousands)												(dollars in thousands)
Allowance, beginning of period	$	8,332		$	8,633		$	8,969		$	8,758		$	7,718		$	8,804		$	8,969		$	8,758
Charge-offs:
Residential mortgage		(208	)		(11	)		(707	)		(151	)		-			-			(707	)		(151	)
Commercial		(27	)		-			-			(17	)		-			-			-			(17	)
Commercial real estate		-			(131	)		-			(178	)		-			-			-			(178	)
ADC		-			-			-			-			-			(72	)		-			(72	)
Home equity/2nds		(98	)		-			(98	)		(28	)		-			-			(98	)		(28	)
Consumer		-			-			-			-			-			-			-			-
Total charge-offs		(333	)		(142	)		(805	)		(374	)		-			(72	)		(805	)		(446	)
Recoveries:
Residential mortgage		32			103			139			185			156			137			295			322
Commercial		-			9			-			33			-			10			-			43
Commercial real estate		60			-			60			-			40			4			100			4
ADC		-			100			-			100			-			-			-			100
Home equity/2nds		2			1			5			2			22			2			27			4
Consumer		-			-			-			-			-			50			-			50
Total recoveries		94			213			204			320			218			203			422			523
Net (charge offs) recoveries		(239	)		71			(601	)		(54	)
(Reversal of) provision for loan losses		(375	)		100			(650	)		100
Net recoveries (charge offs)														218			131			(383	)		77
Provision for (reversal of) loan losses														-			50			(650	)		150
Allowance, end of period	$	7,718		$	8,804		$	7,718		$	8,804		$	7,936		$	8,985		$	7,936		$	8,985
Loans:
Period-end balance	$	631,444		$	617,900		$	631,444		$	617,900		$	650,964		$	612,458		$	650,964		$	612,458
Average balance during period		611,906			603,827			610,162			606,122			621,177			609,096			613,833			607,113
Allowance as a percentage of period-end loan balance		1.22	%		1.42	%		1.22	%		1.42	%		1.22	%		1.47	%		1.22	%		1.47	%
Percent of average loans (annualized) :
(Reversal of) provision for loan losses		(0.25	)%		0.07	%		(0.21	)%		0.03	%
Net (charge offs) recoveries		(0.16	)%		0.05	%		(0.20	)%		(0.02	)%
Percent of average loans (annualized):
Provision for (reversal of) loan losses														-			0.03	%		(0.14	)%		0.03	%
Net recoveries (charge offs)														0.14	%		0.09	%		(0.08	)%		0.02	%

The following table summarizes our allocation of the Allowance by loan segment:

	June 30, 2017								December 31, 2016								September 30, 2017								December 31, 2016
	Amount		Percent of Total			Percent of Loans to Total Loans			Amount		Percent of Total			Percent of Loans to Total Loans			Amount		Percent of Total			Percent of Loans to Total Loans			Amount		Percent of Total			Percent of Loans to Total Loans
	(dollars in thousands)																(dollars in thousands)
Residential mortgage	$	3,403		44.1	%		45.3	%	$	3,833		42.7	%		42.2	%	$	3,422		43.1	%		44.4	%	$	3,833		42.7	%		42.2	%
Commercial		389		5.0	%		4.1	%		478		5.3	%		7.6	%		442		5.6	%		5.8	%		478		5.3	%		7.6	%
Commercial real estate		2,571		33.3	%		34.2	%		2,535		28.3	%		32.1	%		2,567		32.3	%		34.3	%		2,535		28.3	%		32.1	%
ADC		984		12.7	%		13.6	%		1,390		15.5	%		14.8	%		1,142		14.4	%		12.9	%		1,390		15.5	%		14.8	%
Home equity/2nds		367		4.8	%		2.6	%		728		8.1	%		3.1	%		361		4.6	%		2.4	%		728		8.1	%		3.1	%
Consumer		4		0.1	%		0.2	%		5		0.1	%		0.2	%		2		-			0.2	%		5		0.1	%		0.2	%
Total	$	7,718		100.0	%		100.0	%	$	8,969		100.0	%		100.0	%	$	7,936		100.0	%		100.0	%	$	8,969		100.0	%		100.0	%

Based upon management’s evaluation, provisions are made to maintain the Allowance as a best estimate of inherent losses within the portfolio. The Allowance totaled ~~$7.7~~$7.9 million at ~~June~~September 30, 2017 and $9.0 million at December 31, 2016. Any changes in the Allowance from period to period reflect management’s ongoing application of its methodologies to establish the Allowance, which, for the ~~six~~nine months ended ~~June~~September 30, 2017, resulted in decreased allocated Allowances for ~~all~~most loan ~~segments except~~segments. The allocated Allowance for commercial real estate ~~loans.~~increased over the December 31, 2016 level. The changes in the Allowances for the respective loan segments were a function of the changes in the corresponding loan balances and asset quality.

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As a result of our Allowance analysis, and overall improved asset quality, we released ~~$375,000 and~~ $650,000 ~~respectively,~~ from the Allowance during the ~~three and six~~nine months ended ~~June~~September 30, 2017. We did not record a provision, nor did we release any Allowance during the three months ended September 30, 2017. We recorded ~~$100,000~~$50,000 and $150,000, respectively, in provision for losses for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2016. We recorded net recoveries of $218,000 and net charge-offs ~~of $239,000 and $601,000,~~$383,000, respectively, during the three and ~~six~~nine months ended ~~June~~September 30, 2017 compared to net recoveries of ~~$71,000~~$131,000 and $77,000, respectively, during the three months ~~ended June 30, 2016~~ and ~~net charge-offs of $54,000 during the six~~nine months ended ~~June~~September 30, 2016. During the ~~first six~~nine months ofended September 30, 2017, annualized net ~~charge-offs~~(charge-offs) recoveries as compared to average loans outstanding amounted to ~~0.20%~~(0.08)%, compared to 0.02% during the first ~~six~~nine months of 2016. The Allowance as a percentage of outstanding loans decreased from 1.47% as of December 31, 2016 to 1.22% as of ~~June~~September 30, 2017, reflecting the improvement in our overall asset quality.

Although management uses available information to establish the appropriate level of the Allowance, future additions or reductions to the Allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions, and other factors. As a result, our Allowance may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our Allowance and related methodology. Such agencies may require us to recognize adjustments to the Allowance based on their judgments about information available to them at the time of their examination. Management believes the Allowance is adequate as of ~~June~~September 30, 2017 and is sufficient to address the credit losses inherent in the current loan portfolio.

Nonperforming Assets (“NPAs”)

Given the volatility of the real estate market, it is very important for us to have current appraisals on our NPAs. Generally, we obtain appraisals on NPAs annually. In addition, as part of our asset monitoring activities, we maintain a Loss Mitigation Committee that meets ~~once a month.~~monthly. During these Loss Mitigation Committee meetings, all NPAs and loan delinquencies are reviewed. We also produce an NPA report which is distributed monthly to senior management and is also discussed and reviewed at the Loss Mitigation Committee meetings. This report contains all relevant data on the NPAs, including the latest appraised value and valuation date. Accordingly, these reports identify which assets will require an updated appraisal. As a result, we have not experienced any internal delays in identifying which loans/credits require appraisals. With respect to the ordering process of the appraisals, we have not experienced any delays in turnaround time nor has this been an issue over the past three years. Furthermore, we have not had any delays in turnaround time or variances thereof in our specific loan operating markets.

NPAs, expressed as a percentage of total assets, totaled ~~0.78%~~0.93% at ~~June~~September 30, 2017 and 1.37% at December 31, 2016. The ratio of the Allowance to nonperforming loans was ~~153.1%~~124.4% at ~~June~~September 30, 2017 and 91.0% at December 31, 2016. The increase in this ratio from December 31, 2016 to ~~June~~September 30, 2017 was a reflection of the decrease in nonperforming ~~loans.~~loans, as well as an increase in total assets.

The distribution of our NPAs is illustrated in the following table. We did not have any loans greater than 90 days past due and still accruing at ~~June~~September 30, 2017 and December 31, 2016.

	June 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Nonaccrual Loans:	(dollars in thousands)				(dollars in thousands)
Residential mortgage	$	3,388	$	3,580	$	4,531	$	3,580
Commercial		90		151		84		151
Commercial real estate		164		2,938		160		2,938
ADC		90		269		318		269
Home equity/2nds		1,310		2,914		1,284		2,914
Consumer		-		-		-		-
		5,042		9,852		6,377		9,852

Real Estate Acquired Through Foreclosure:
Residential mortgage		99		393		287		393
Commercial		-		-		-		-
Commercial real estate		700		341		601		341
ADC		216		239		216		239
Home equity/2nds		-		-		-		-
Consumer		-		-		-		-
		1,015		973		1,104		973
Total Nonperforming Assets	$	6,057	$	10,825	$	7,481	$	10,825

Nonaccrual loans amounted to ~~$5.0~~$6.4 million, or ~~.80%~~1.0% of total loans, at ~~June~~September 30, 2017 and $9.9 million, or ~~1.61%~~1.6% of total loans, at December 31, 2016. We added ~~three~~six loans in the amount of ~~$418,000~~$2.6 million to nonaccrual status during 2017. Of the balance of nonaccrual loans at December 31, 2016, $2.6 million were returned to accrual status, $422,000 were charged off, $515,000 were transferred to real estate acquired through foreclosure, and $1.7 million were paid off.

Table of Contents

Real estate acquired through foreclosure increased ~~$42,000~~$131,000 compared to December ~~31.~~31, 2016. The increase in commercial real estate was primarily from one foreclosure in the amount of $515,000.

~~Table of Contents~~

The activity in our real estate acquired through foreclosure was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016			2017			2016
	(dollars in thousands)												(dollars in thousands)
Balance at beginning of period	$	1,243		$	1,737		$	973		$	1,744		$	1,015		$	1,112		$	973		$	1,744
Real estate acquired in satisfaction of loans		-			493			515			1,077			188			293			703			1,370
Write-downs and losses		-			(74	)		(40	)		(87	)		(99	)		(62	)		(139	)		(149	)
Proceeds from sales		(228	)		(1,044	)		(433	)		(1,622	)		-			-			(433	)		(1,622	)
Balance at end of period	$	1,015		$	1,112		$	1,015		$	1,112		$	1,104		$	1,343		$	1,104		$	1,343

TDRs

The composition of our TDRs is illustrated in the following table:

	June 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Residential mortgage:	(dollars in thousands)				(dollars in thousands)
Nonaccrual	$	2,287	$	2,137	$	2,285	$	2,137
<90 days past due/current		13,490		15,886		13,086		15,886
Commercial real estate:
Nonaccrual		90		249		84		249
<90 days past due/current		1,886		1,914		1,875		1,914
ADC:
Nonaccrual		6		6		6		6
<90 days past due/current		166		170		138		170
Home equity/2nds:
Nonaccrual		-		-		-		-
<90 days past due/current		232		-		230		-
Consumer
Nonaccrual		-		-		-		-
<90 days past due/current		90		96		87		96
Totals
Nonaccrual		2,383		2,392		2,375		2,392
<90 days past due/current		15,864		18,066		15,416		18,066
	$	18,247	$	20,458	$	17,791	$	20,458

See additional information on TDRs in Note 3 to the Consolidated Financial Statements.

Deposits

Deposits were ~~$579.6~~$593.5 million at ~~June~~September 30, 2017 and $571.9 million at December 31, 2016. During the ~~six~~nine months ended ~~June~~September 30, 2017, we obtained significant new noninterest-bearing deposits and interest-bearing checking accounts through a campaign designed to attract deposits in certain local emerging markets. The decrease in certificates of deposit ~~("CDs"~~(“CDs”) was due to the payoff of regularly maturing CDs.

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The deposit breakdown is as follows:

	June 30, 2017					December 31, 2016					September 30, 2017					December 31, 2016
	Balance		Percent of Total			Balance		Percent of Total			Balance		Percent of Total			Balance		Percent of Total
	(dollars in thousands)										(dollars in thousands)
Checking and savings	$	236,969		40.88	%	$	239,985		41.96	%	$	261,581		44.1	%	$	239,985		41.9	%
Certificates of deposit		250,052		43.14	%		273,816		47.87	%		260,396		43.9	%		273,816		47.9	%
Total interest-bearing deposits		487,021		84.02	%		513,801		89.83	%		521,977		88.0	%		513,801		89.8	%
Noninterest-bearing deposits		92,605		15.98	%		58,145		10.17	%		71,515		12.0	%		58,145		10.2	%
Total deposits	$	579,626		100.00	%	$	571,946		100.00	%	$	593,492		100.0	%	$	571,946		100.0	%

Borrowings

Our borrowings consist of advances from the FHLB and a term loan from a commercial bank.

The FHLB advances are available under a specific collateral pledge and security agreement, which requires that we maintain collateral for all of our borrowings equal to 30% of total assets. Our advances from the FHLB may be in the form of short-term or long-term obligations. Short-term advances have maturities for one year or less and may contain prepayment penalties. Long-term borrowings through the FHLB have original maturities up to 15 years and generally contain prepayment penalties.

At ~~June~~September 30, 2017, our total credit line with the FHLB was ~~$238.9~~$231.7 million. The Bank, from time to time, utilizes the line of credit when interest rates are more favorable than obtaining deposits from the public. Our outstanding FHLB advance balance at ~~June~~September 30, 2017 and December 31, 2016 was ~~$80.0~~$90.0 million and $100.0 million, respectively.

On September 30, 2016, we entered into a loan agreement with a commercial bank whereby we borrowed $3,500,000 for a term of 8 years. The unsecured note bears interest at a fixed rate of 4.25% for the first 36 months then, at the option of the Company, converts to either (1) floating rate of the Wall Street Journal Prime plus 50 basis points or (2) fixed rate at two hundred seventy five (275) basis points over the five year amortizing FHLB rate for the remaining five years. Repayment terms are monthly interest only payments for the first 36 months, then quarterly principal payments of $175,000 plus interest. The loan is subject to a prepayment penalty of 1% of the principal amount prepaid during the first 36 months. If we elect the 5 year fixed rate of 275 basis points over the FHLB rate (“FHLB Rate Period”), the loan will be subject to a prepayment penalty of 2% during the first and second years of the FHLB Rate Period and 1% of the principal repaid during the third, fourth, and fifth years of the FHLB Rate Period. We may make additional principal payments from internally generated funds of up to $875,000 per year during any fixed rate period without penalty. There is no prepayment penalty during any floating rate period.

The following table sets forth information concerning the interest rates and maturity dates of the advances from the FHLB as of ~~June~~September 30, 2017:

Principal
Amount (in thousands)		Rate	Maturity
Principal Amount (in thousands)				Principal Amount (in thousands)	Rate	Maturity
$	50,000	3.06% to 4.05%	2017	24,950	1.21% to 4.05%	2017
	15,000	2.58% to 3.43%	2018	15,000	2.58% to 3.43%	2018
	15,000	4.00%	2019	35,000	1.55% to 4.00%	2019
				15,000	1.75%	2020
$	80,000			89,950

Subordinated Debentures

As of ~~June~~both September 30, 2017 and December 31, 2016, the Company had outstanding $20.6 million in principal amount of Junior Subordinated Debt Securities, due in 2035 (the “2035 Debentures”). The 2035 Debentures were issued pursuant to an Indenture dated as of December 17, 2004 (the “2035 Indenture”) between the Company and Wells Fargo Bank, National Association as Trustee. The 2035 Debentures pay interest quarterly at a floating rate of interest of 3-month LIBOR plus 200 basis points, and mature on January 7, 2035. Payments of principal, interest, premium and other amounts under the 2035 Debentures are subordinated and junior in right of payment to the prior payment in full of all senior indebtedness of the Company, as defined in the 2035 Indenture. The 2035 Debentures became redeemable, in whole or in part, by the Company on January 7, 2010.

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The 2035 Debentures were issued and sold to Severn Capital Trust I (the “Trust”), of which 100% of the common equity is owned by the Company. The Trust was formed for the purpose of issuing corporation-obligated mandatorily redeemable Capital Securities (“Capital Securities”) to third-party investors and using the proceeds from the sale of such Capital Securities to purchase the 2035 Debentures. The 2035 Debentures held by the Trust are the sole assets of the Trust. Distributions on the Capital Securities issued by the Trust are payable quarterly at a rate per annum equal to the interest rate being earned by the Trust on the 2035 Debentures. The Capital Securities are subject to mandatory redemption, in whole or in part, upon repayment of the 2035 Debentures. We have entered into an agreement which, taken collectively, fully and unconditionally guarantees the Capital Securities subject to the terms of the guarantee.

Under the terms of the 2035 Debenture, we are permitted to defer the payment of interest on the 2035 Debentures for up to 20 consecutive quarterly periods, provided that no event of default has occurred and is continuing. As of December 31, 2015, we had deferred the payment of fifteen quarters of interest and the cumulative amount of interest in arrears not paid, including interest on unpaid interest, was $1,863,000. During the ~~second~~third quarter of 2016, we paid all of the deferred interest and as of ~~June~~September 30, 2017, we were current on all interest due on the 2035 Debenture.

Capital Resources

Total stockholders’ equity increased ~~$1.9~~$4.1 million to ~~$89.8~~$92.0 million at ~~June~~September 30, 2017 compared to $87.9 million as of December 31, 2016. The increase was principally the result of 2017 net ~~income.~~income and stock issuance related to the purchase of the Title Company.

Series A Preferred Stock

On November 15, 2008, the Company completed a private placement offering consisting of a total of 70 units, at an offering price of $100,000 per unit, for gross proceeds of $7,000,000. Each unit consists of 6,250 shares of the Company’s Series A 8.0% Non-Cumulative Convertible Preferred Stock. Dividends will not be paid on our common stock in any quarter until the dividend on the Series A Preferred Stock has been paid for such quarter; however, there is no requirement that our Board of Directors declare any dividends on the Series A Preferred Stock and any unpaid dividends are not cumulative.

Series B Preferred Stock

On November 21, 2008, we entered into an agreement with the United States Department of the Treasury (“Treasury”), pursuant to which we issued and sold (i) shares of our Series B Fixed Rate Cumulative Perpetual Preferred Stock (“Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 556,976 shares of the Company’s common stock, par value $0.01 per share. As of December 31, 2016, the Company had redeemed all outstanding shares of the Preferred Stock. At ~~June~~September 30, 2017 the Treasury continues to hold the Warrant.

The Warrant has a 10-year term and is immediately exercisable at an exercise price of $6.30 per share of Common Stock. The exercise price and number of shares subject to the Warrant are both subject to anti-dilution adjustments. Pursuant to the Purchase Agreement, Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant. The warrant expires November 11, 2018.

Capital Adequacy

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. As of ~~June~~September 30, 2017 and December 31, 2016, the Bank exceeded all capital adequacy requirements to which it is subject and meets the qualifications to be considered “well capitalized.” See details of our capital ratios in Note 4 of the Consolidated Financial Statements.

Liquidity

Liquidity describes our ability to meet financial obligations, including lending commitments and contingencies, which arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers, to fund the operations of our mortgage-banking business, as well as to meet current and planned expenditures. These cash requirements are met on a daily basis through the inflow of deposit funds, the maintenance of short-term overnight investments, maturities and calls in our securities portfolio, and available lines of credit with the FHLB, which requires pledged collateral. Fluctuations in deposit and short-term borrowing balances may be influenced by the interest rates paid, general consumer confidence, and the overall economic environment. There can be no assurances that deposit withdrawals and loan fundings will not exceed all available sources of liquidity on a short-term basis. Such a situation would have an adverse effect on our ability to originate new loans and maintain reasonable loan and deposit interest rates, which would negatively impact earnings.

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Our principal sources of liquidity are loan repayments, maturing investments, deposits, borrowed funds, and proceeds from loans sold on the secondary market. The levels of such sources are dependent on the Bank’s operating, financing, and investing activities at any given time. We consider core deposits stable funding sources and include all deposits, except time deposits of $100,000 or more. The Bank’s experience has been that a substantial portion of certificates of deposit renew at time of maturity and remain on deposit with the Bank. Additionally, loan payments, maturities, deposit growth, and earnings contribute to our flow of funds.

In addition to our ability to generate deposits, we have external sources of funds, which may be drawn upon when desired. The primary source of external liquidity is an available line of credit with the FHLB. The Bank’s total credit availability under the FHLB’s credit availability program was ~~$238.9~~$231.7 million at ~~June~~September 30, 2017, of which ~~$80.0~~$90.0 million was outstanding.

The borrowing requirements of customers include commitments to extend credit and the unused portion of lines of credit (collectively “commitments”), which totaled ~~$96.6~~$101.4 million at ~~June~~September 30, 2017. Historically, many of the commitments expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. As of ~~June~~September 30, 2017, we had ~~$1.1 million outstanding in mortgage loan commitments and $70.1~~$72.0 million in unadvanced construction commitments, which we expect to fund from the sources of liquidity described above. These amounts do not include undisbursed lines of credit, home equity lines of credit, and standby letters of credit, in the aggregate amount of ~~$29.7~~$29.2 million at ~~June~~September 30, 2017, which we anticipate we will be able to fund, if required, from these liquidity sources in the regular course of business.

Customer withdrawals are also a principal use of liquidity, but are generally mitigated by growth in customer funding sources, such as deposits and short-term borrowings.

In addition to the foregoing, the payment of dividends is a use of cash, but is not expected to have a material effect on liquidity. As of ~~June~~September 30, 2017, we had no material commitments for capital expenditures.

Our ability to acquire deposits or borrow could be impaired by factors that are not specific to us, such as a severe disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole. At ~~June~~September 30, 2017, management considered the Company’s liquidity level to be sufficient for the purposes of meeting our cash flow requirements. We are not aware of any undisclosed known trends, demands, commitments, or uncertainties that are reasonably likely to result in material changes in our liquidity.

We anticipate that our primary sources of liquidity over the next twelve months will be from loan repayments, maturing investments, deposit growth, and borrowed funds. We believe that these sources of liquidity will be sufficient for us to meet our liquidity needs over the next twelve months.

Off-Balance Sheet Arrangements and Derivatives

We enter into off-balance sheet arrangements in the normal course of business. These arrangements consist primarily of commitments to extend credit, lines of credit, and letters of credit. In addition, we have certain operating lease obligations.

Credit Commitments

Credit commitments are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

Our exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. We are not aware of any accounting loss we would incur by funding our commitments.

See detailed information on credit commitments above under “Liquidity.”

Derivatives

We maintain and account for derivatives, in the form of interest-rate lock commitments (“IRLCs”) , mandatory forward contracts, and best effort forward contracts, in accordance with the Financial Accounting Standards Board guidance on accounting for derivative instruments and hedging activities. We recognize gains and losses on IRLCs, mandatory forward contracts, and best effort forward contracts on the loan pipeline through mortgage-banking revenue in the Consolidated Statements of Operations.

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IRLCs on mortgage loans that we intend to sell in the secondary market are considered derivatives. We are exposed to price risk from the time a mortgage loan closes until the time the loan is sold. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 14 days to 60 days. For these IRLCs, we attempt to protect the Bank from changes in interest rates through the use of best efforts and mandatory forward contracts.

Information pertaining to the carrying amounts of our derivative financial instruments follows:

	June 30, 2017				December 31, 2016				September 30, 2017				December 31, 2016
	Notional Amount		Estimated Fair Value		Notional Amount		Estimated Fair Value		Notional Amount		Estimated Fair Value		Notional Amount		Estimated Fair Value
	(dollars in thousands)								(dollars in thousands)
Asset - IRLCs	$	1,304	$	23	$	9,725	$	162	$	2,329	$	42	$	9,725	$	162
Asset - Mandatory forward contracts		3,384		8		10,302		153		4,731		7		10,302		153
Asset - Best effort forward contracts		1,304		4		-		-		2,329		6		-		-

Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with accounting principles generally accepted in the U.S. and practices within the banking industry which require the measurement of financial condition and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. As a financial institution, virtually all of our assets and liabilities are monetary in nature and interest rates have a more significant impact on our performance than the effects of general levels of inflation. A prolonged period of inflation could cause interest rates, wages, and other costs to increase and could adversely affect our results of operations unless mitigated by a corresponding increase in our revenues. However, we believe that the impact of inflation on our operations was not material in 2017 or 2016.

~~Subsequent Event~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The principal objective of the Company’s interest rate risk management is to evaluate the interest rate risk included in balance sheet accounts, determine the level of risks appropriate given our business strategy, operating environment, capital and liquidity requirements, and performance objectives, and manage the risk consistent with our interest rate risk management policy. Through this management, we seek to reduce the vulnerability of our operations to changes in interest rates. The Board of Directors of the Company is responsible for reviewing our asset/liability policy and interest rate risk position. The Board of Directors reviews the interest rate risk position on a quarterly basis and, in connection with this review, evaluates the Company’s business activities and strategies, the effect of those strategies on the Company’s net interest margin and the effect that changes in interest rates will have on the loan portfolio. While continuous movement of interest rates is certain, the extent and timing of these movements is not always predictable. Any movement in interest rates has an effect on our profitability. We face the risk that rising interest rates could cause the cost of interest-bearing liabilities, such as deposits and borrowings, to rise faster than the yield on interest-earning assets, such as loans and investments. Our interest rate spread and interest rate margin also may be negatively impacted in a declining interest rate environment even though we generally borrow at short-term interest rates and lend at longer-term interest rates. This is because loans and other interest-earning assets may be prepaid and replaced with lower yielding assets before the supporting interest-bearing liabilities reprice downward. Our interest rate margin may also be negatively impacted in a flat or inverse-yield curve environment. Mortgage origination activity tends to increase when interest rates trend lower and decrease when interest rates rise.

Our primary strategy to control interest rate risk is to strive to balance our loan origination activities with the interest rate market. We attempt to maintain a substantial portion of our loan portfolio in short-term loans such as construction loans. This has proven to be an effective hedge against rapid increases in interest rates as the construction loan portfolio reprices rapidly.

~~Table of Contents~~

The matching of maturity or repricing of interest-earning assets and interest-bearing liabilities may be analyzed by examining the extent to which these assets and liabilities are interest rate sensitive and by monitoring the Bank’s interest rate sensitivity gap. An interest-earning asset or interest-bearing liability is interest rate sensitive within a specific time period if it will mature or reprice within that time period. The difference between rate sensitive assets and rate sensitive liabilities represents the Bank’s interest sensitivity gap. At ~~June~~September 30, 2017, we had a one-year cumulative negative gap of approximately ~~$221.9~~$159.2 million.

Table of Contents

Exposure to interest rate risk is actively monitored by management. The objective is to maintain a consistent level of profitability within acceptable risk tolerances across a broad range of potential interest rate environments. We use the PROFITstar® model to monitor our exposure to interest rate risk, which calculates changes in the economic value of equity (“EVE”).

The following table represents our EVE as of ~~June~~September 30, 2017:

Change in Rates Amount $ Change % Change
(dollars in thousands)
+400 bp $ 142,159 $ (21,685 ) -13.24 %
+300 bp 148,992 (14,852 ) -9.06 %
+200 bp 154,921 (8,923 ) -5.45 %
+100 bp 159,872 (3,972 ) -2.42 %
0 bp 163,844
-100 bp 164,564 720 0.44 %
-200 bp 159,507 (4,337 ) -2.65 %

Change in Rates		Amount		$ Change			% Change
		(dollars in thousands)
+400	bp	$	160,130	$	(16,836	)		-9.51	%
+300	bp		166,030		(10,936	)		-6.18	%
+200	bp		170,894		(6,072	)		-3.43	%
+100	bp		174,580		(2,386	)		-1.35	%
0	bp		176,966
-100	bp		176,569		(397	)		-0.22	%
-200	bp		169,398		(7,568	)		-4.28	%

The preceding income simulation analysis does not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

Item 4.

~~Item 4.~~

Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15 under the Securities Act of 1934) during the three months ended ~~June~~September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

In the normal course of business, we are party to litigation arising from the banking, financial, and other activities we conduct. Management, after consultation with legal counsel, does not anticipate that the ultimate liability, if any, arising from these matters will have a material effect on the Company’s financial condition, operating results, or liquidity as of ~~June~~September 30, 2017.

Item 1A.

Risk Factors

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Annual Report on Form 10-K of Severn Bancorp for the year ended December 31, 2016. There has been no material change in our risk factors since the filing of our December 31, 2016 Annual Report on Form 10-K.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

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Item 4.5.

~~Mine Safety Disclosures~~

Other Information

~~Not applicable.~~

~~Item 5.~~

~~Other Information~~

None.

Item 6.

Exhibits

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10-Q as of ~~June~~September 30, 2017 and for the three and ~~six~~nine months ended ~~June~~September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Accumulated Comprehensive Income; (iv) the Consolidated Statements of ~~Stockholder’s~~Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

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EXHIBIT INDEX

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10-Q as of September 30, 2017 and for the three and nine months ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Accumulated Comprehensive Income; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

Table of Contents

SIGNATURES

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

	SEVERN BANCORP, INC.

~~August~~November 14, 2017	/s/ Alan J. Hyatt
	Alan J. Hyatt, Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)

~~August~~November 14, 2017	/s/ Paul B. Susie
	Paul B. Susie,
	Executive Vice President, Chief Financial Officer
	(Principal Financial and Accounting Officer)

4645

~~Table of Contents~~

~~EXHIBIT INDEX~~

~~Exhibit No.~~	~~Description~~

~~31.1~~	~~Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002~~

~~31.2~~	~~Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002~~

32	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101~~	The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10-Q as of June 30, 2017 and for the three and six months ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Accumulated Comprehensive Income; (iv) the Consolidated Statements of Stockholder’s Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

Maryland		52-1726127
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

200 Westgate Circle, Suite 200 Annapolis, Maryland		21401
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ☐	Accelerated filer ☐

Non- accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☑

	Six Months Ended June 30, 2017 (unaudited)																		Nine Months Ended September 30, 2017 (unaudited)
	Number of Shares of Preferred Stock		Number of Shares of Common Stock		Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Comprehensive Income		Total Stockholders' Equity			Number of Shares of Preferred Stock		Number of Shares of Common Stock		Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Comprehensive Loss			Total Stockholders’ Equity
Balance at January 1, 2017		437,500		12,123,179	$	4	$	121	$	63,960	$	23,845		$	-	$	87,930			437,500		12,123,179	$	4	$	121	$	63,960	$	23,845		$	-		$	87,930
Net income		-		-		-		-		-		1,907			-		1,907			-		-		-		-		-		3,166			-			3,166
Stock-based compensation		-		-		-		-		102		-			-		102			-		-		-		-		146		-			-			146
Stock issued in acquisition																				-		108,084		-		1		774		-			-			775
Stock issued, net of expense		-		2,161		-		-		17		-			-		17			-		14,162		-		-		207		-			-			207
Dividend declared on Series A preferred stock		-		-		-		-		-		(140	)		-		(140	)		-		-		-		-		-		(210	)		-			(210	)
Amortization of discount on Series B preferred stock		-		-		-		-		135		(135	)		-		-			-		-		-		-		203		(203	)		-			-
Other comprehensive income		-		-		-		-		-		-			6		6
Balance at June 30, 2017		437,500		12,125,340	$	4	$	121	$	64,214	$	25,477		$	6	$	89,822
Other comprehensive loss																				-		-		-		-		-		-			(4	)		(4	)
Balance at September 30, 2017																				437,500		12,245,425	$	4	$	122	$	65,290	$	26,598		$	(4	)	$	92,010

	Six Months Ended June 30, 2016 (unaudited)																				Nine Months Ended September 30, 2016 (unaudited)
	Number of Shares of Preferred Stock			Number of Shares of Common Stock		Preferred Stock		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Comprehensive Income		Total Stockholders' Equity			Number of Shares of Preferred Stock			Number of Shares of Common Stock		Preferred Stock		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Comprehensive Income		Total Stockholders’ Equity
Balance at January 1, 2016		460,893			10,088,879	$	4	$	101	$	76,335		$	10,016		$	-	$	86,456			460,893			10,088,879	$	4	$	101	$	76,335		$	10,016		$	-	$	86,456
Net income		-			-		-		-		-			13,382			-		13,382			-			-		-		-		-			14,437			-		14,437
Stock-based compensation		-			-		-		-		95			-			-		95			-			-		-		-		143			-			-		143
Stock issued, net of expense		-			2,015,500		-		20		10,490			-			-		10,510			-			2,015,500		-		20		10,490			-			-		10,510
Stock redemption on Series B preferred stock		(10,000	)		-		-		-		(10,000	)		-			-		(10,000	)		(23,393	)		-		-		-		(23,393	)		-			-		(23,393	)
Dividend declared on Series A preferred stock		-			-		-		-		-			(70	)		-		(70	)		-			-		-		-		-			(140	)		-		(140	)
Dividend declared on Series B preferred stock		-			-		-		-		-			(852	)		-		(852	)		-			-		-		-		-			(1,230	)		-		(1,230	)
Amortization of discount on Series B preferred stock		-			-		-		-		135			(135	)		-		-			-			-		-		-		203			(203	)		-		-
Balance at June 30, 2016		450,893			12,104,379	$	4	$	121	$	77,055		$	22,341		$	-	$	99,521
Balance at September 30, 2016																						437,500			12,104,379	$	4	$	121	$	63,778		$	22,880		$	-	$	86,783

PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of ~~June~~September 30, 2017 (unaudited) and December 31, 2016	1

	Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016 (unaudited)	3

	Consolidated Statements of Changes in Stockholders’ Equity for the ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016 (unaudited)	4

	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2726

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43 41

Item 4.	Controls and Procedures	44 42

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4442

Item 1A.	Risk Factors	4442

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4442

Item 3.	Defaults Upon Senior Securities	4442

Item 4.	Mine Safety Disclosures	4542

Item 5.	Other Information	4543

Item 6.	Exhibits	4543

~~SIGNATURES~~		46

EXHIBIT INDEX		4744

SIGNATURES		45

	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
	(dollars in thousands)
U.S. government agency notes	$	7,160	$	13	$	2	$	7,171

	June 30, 2017												September 30, 2017
	Less than 12 months				12 months or more				Total				Less than 12 months				12 months or more				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(dollars in thousands)												(dollars in thousands)
U.S. Treasury securities	$	2,000	$	-	$	2,998	$	1	$	4,998	$	1
U.S. government agency notes		1,000		-		8,014		37		9,014		37	$	4,000	$	2	$	7,005	$	41	$	11,005	$	43
Mortgage-backed securities		9,265		15		7,938		50		17,203		65		11,687		39		7,501		63		19,188		102
	$	12,265	$	15	$	18,950	$	88	$	31,215	$	103	$	15,687	$	41	$	14,506	$	104	$	30,193	$	145

	Three Months Ended June 30, 2016
	Residential Mortgage			Commercial			Commercial Real Estate			Construction, Acquisition, and Development			Home Equity/ 2nds			Consumer		Total
	(dollars in thousands)
Beginning Balance	$	4,223		$	390		$	2,348		$	1,019		$	650		$	3	$	8,633
Charge-offs		(11	)		-			(131	)		-			-			-		(142	)
Recoveries		103			9			-			100			1			-		213
Net recoveries (charge-offs)		92			9			(131	)		100			1			-		71
(Reversal of) provision for loan losses		(423	)		353			360			(136	)		(58	)		4		100
Ending Balance	$	3,892		$	752		$	2,577		$	983		$	593		$	7	$	8,804

	Six Months Ended June 30, 2016
	(dollars in thousands)
Beginning Balance	$	4,188		$	291		$	2,792		$	956		$	528		$	3	$	8,758
Charge-offs		(151	)		(17	)		(178	)		-			(28	)		-		(374	)
Recoveries		185			33			-			100			2			-		320
Net recoveries (charge-offs)		34			16			(178	)		100			(26	)		-		(54	)
(Reversal of) provision for loan losses		(330	)		445			(37	)		(73	)		91			4		100
Ending Balance	$	3,892		$	752		$	2,577		$	983		$	593		$	7	$	8,804

Ending balance - individually evaluated for impairment	$	1,663		$	15		$	203		$	60		$	2		$	5	$	1,948
Ending balance - collectively evaluated for impairment		2,229			737			2,374			923			591			2		6,856
	$	3,892		$	752		$	2,577		$	983		$	593		$	7	$	8,804

Ending loan balance - individually evaluated for impairment	$	23,078		$	279		$	5,949		$	1,676		$	1,928		$	105	$	33,015
Ending loan balance - collectively evaluated for impairment		251,250			42,168			196,535			72,922			20,469			1,541		584,885
	$	274,328		$	42,447		$	202,484		$	74,598		$	22,397		$	1,646	$	617,900

	Three Months			Six Months
	(dollars in thousands)
Balance at beginning of period	$	(15	)	$	-
Other comprehensive income before reclassification		21			6
Amounts reclassified from accumulated other comprehensive income (loss)		-			-
Net other comprehensive income during period		21			6
Balance at end of period	$	6		$	6