UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~June 30, 20178

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33033

~~PORTER~~LIMESTONE BANCORP, INC.

(Exact name of registrant as specified in itsits charter)

Kentucky
~~Kentucky~~	61-1142247
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2500 Eastpoint Parkway, Louisville, Kentucky		40223
(Address of principal executive offices)		(Zip Code)

(502) 499-4800

(~~Registrant~~’sRegistrant’s telephone number, including area code)

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the ~~issuer~~’sissuer’s classes of common stock, as of the latest practicable date.

4,~~668,264~~6,235,243 Common Shares and ~~1,591,600~~1,220,000 Non-Voting Common Shares, no par value, were outstanding at ~~October~~July 31, ~~2017.~~2018.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following consolidated financial statements of ~~Porter~~Limestone Bancorp,, Inc. and subsidiary, ~~PBI~~Limestone Bank, Inc. are submitted:

Unaudited Consolidated Balance Sheets for ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017

Unaudited Consolidated Statements of Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Unaudited Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Unaudited Consolidated Statement of Changes in ~~Stockholders~~’Stockholders’ Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018

Unaudited Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Notes to Unaudited Consolidated Financial Statements

Table of Contents

~~PORTER~~LIMESTONE BANCORP, INC.

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)

September 30,
2017

December 31,
2016

Assets

Cash and due from banks
$ 9,557 $ 9,449
Interest bearing deposits in banks
37,812 56,867
Cash and cash equivalents
47,369 66,316
Securities available for sale
149,797 152,790
Securities held to maturity (fair value of $43,397 and $43,072, respectively)
41,424 41,818
Loans, net of allowance of $8,977 and $8,967, respectively
673,534 630,269
Premises and equipment, net
16,975 17,848
Other real estate owned
6,330 6,821
Federal Home Loan Bank stock
7,323 7,323
Bank owned life insurance
15,131 14,838
Accrued interest receivable and other assets
5,082 7,154
Total assets
$ 962,965 $ 945,177

Liabilities and Stockholders’ Equity

Deposits

Non-interest bearing
$ 133,896 $ 124,395
Interest bearing
732,951 725,530
Total deposits
866,847 849,925
Federal Home Loan Bank advances
16,847 22,458
Accrued interest payable and other liabilities
5,728 15,911
Subordinated capital note
2,475 3,150
Junior subordinated debentures
21,000 21,000
Senior debt
10,000 —
Total liabilities
922,897 912,444
Stockholders’ equity

Preferred stock, no par

Series E - 6,198 issued and outstanding; Liquidation preference of $6.2 million
1,644 1,644
Series F - 4,304 issued and outstanding; Liquidation preference of $4.3 million
1,127 1,127
Total preferred stockholders’ equity
2,771 2,771
Common stock, no par, 86,000,000 shares authorized, 4,668,264 and 4,632,933 voting, and 34,380,437 non-voting shares authorized, 1,591,600 and 1,591,600 non-voting issued and outstanding, respectively
125,729 125,729
Additional paid-in capital
24,368 24,097
Retained deficit
(108,378
)
(113,561
)
Accumulated other comprehensive loss
(4,422
)
(6,303
)
Total common stockholders’ equity
37,297 29,962
Total stockholders' equity
40,068 32,733
Total liabilities and stockholders’ equity
$ 962,965 $ 945,177

~~See accompanying~~ ~~notes to unaudited consolidated financial statements.~~

	June 30, 2018			December 31, 2017
Assets
Cash and due from banks	$	7,013		$	8,137
Interest bearing deposits in banks		33,534			25,966
Cash and cash equivalents		40,547			34,103
Securities available for sale		178,896			152,720
Loans held for sale		—			70
Loans, net of allowance of $8,580 and $8,202, respectively		740,654			703,913
Premises and equipment, net		16,813			16,789
Other real estate owned		4,510			4,409
Federal Home Loan Bank stock		7,323			7,323
Bank owned life insurance		15,456			15,229
Deferred taxes, net		30,623			31,313
Accrued interest receivable and other assets		5,699			4,932
Total assets	$	1,040,521		$	970,801

Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	136,553		$	137,386
Interest bearing		709,677			709,638
Total deposits		846,230			847,024
Federal Home Loan Bank advances		71,630			11,797
Accrued interest payable and other liabilities		5,262			6,057
Subordinated capital note		—			2,250
Junior subordinated debentures		21,000			21,000
Senior debt		10,000			10,000
Total liabilities		954,122			898,128
Commitments and contingent liabilities (Note 13)		—			—
Stockholders’ equity
Preferred stock, no par
Series E - none and 6,198 issued and outstanding, respectively; Liquidation preference of $6.2 million		—			1,644
Series F - none and 4,304 issued and outstanding, respectively; Liquidation preference of $4.3 million		—			1,127
Total preferred stockholders’ equity		—			2,771
Common stock, no par, 39,000,000 shares authorized, 6,234,993 and 6,039,864 voting, and 1,220,000 and 220,000 non-voting issued and outstanding, respectively		140,639			125,729
Additional paid-in capital		23,926			24,497
Retained deficit		(71,078	)		(75,108	)
Accumulated other comprehensive loss		(7,088	)		(5,216	)
Total common stockholders’ equity		86,399			69,902
Total stockholders' equity		86,399			72,673
Total liabilities and stockholders’ equity	$	1,040,521		$	970,801

~~PORTER BANCORP, INC.~~

~~Unaudited Consolidated Statements of~~ ~~Income~~

~~(dollars in thousands, except per share data)~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Interest income

Loans, including fees
$ 8,021 $ 7,699 $ 23,493 $ 23,036
Taxable securities
1,088 956 3,370 2,895
Tax exempt securities
143 153 432 475
Federal funds sold and other
194 123 510 415
9,446 8,931 27,805 26,821
Interest expense

Deposits
1,324 1,262 3,877 3,850
Federal Home Loan Bank advances
13 17 64 54
Subordinated capital note
32 35 98 112
Senior Debt
97 — 97
Junior subordinated debentures
193 159 553 500
1,659 1,473 4,689 4,516
Net interest income
7,787 7,458 23,116 22,305
Negative provision for loan losses
— (750
)
— (1,900
)
Net interest income after negative provision for loan losses
7,787 8,208 23,116 24,205

Non-interest income

Service charges on deposit accounts
568 520 1,617 1,422
Bank card interchange fees
245 214 713 637
Other real estate owned rental income
— 46 — 451
Income from bank owned life insurance
103 101 309 316
Net gain (loss) on sales and calls of investment securities
— (16
)
(5
)
187
Other
266 240 723 635
1,182 1,105 3,357 3,648
Non-interest expense

Salaries and employee benefits
3,683 3,945 11,433 11,624
Occupancy and equipment
836 842 2,501 2,504
Professional fees
232 374 776 1,251
Marketing expense
364 289 880 706
FDIC Insurance
356 442 1,055 1,458
Data processing expense
321 295 931 887
State franchise and deposit tax
225 255 675 765
Other real estate owned expense
111 322 92 1,284
Litigation and loan collection expense
78 222 121 575
Other
969 934 2,826 2,893
7,175 7,920 21,290 23,947
Income before income taxes
1,794 1,393 5,183 3,906
Income tax expense
— — — 21
Net income
1,794 1,393 5,183 3,885
Less:

Earnings allocated to participating securities
45 46 133 129
Net income available to common shareholders
$ 1,749 $ 1,347 $ 5,050 $ 3,756
Basic and diluted income per common share
$ 0.29 $ 0.22 $ 0.83 $ 0.66

See accompanying notes to unaudited consolidated financial statements.

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~~PORTER~~LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of ~~Comprehensive~~ Income

(dollars in ~~thousands)~~thousands, except per share data)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Net income
$ 1,794 $ 1,393 $ 5,183 $ 3,885
Other comprehensive income:

Unrealized gain (loss) on securities:

Unrealized gain (loss) arising during the period
(280
)
597 1,783 2,465
Amortization during the period of net unrealized loss transferred to held to maturity
32 32 98 96
Reclassification adjustment for (gains) losses included in net income
— 16 — (187
)
Net unrealized gain recognized in comprehensive income
(248
)
645 1,881 2,374
Tax effect
— — — —
Other comprehensive income (loss)
(248
)
645 1,881 2,374

Comprehensive income
$ 1,546 $ 2,038 $ 7,064 $ 6,259

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Interest income
Loans, including fees	$	9,094		$	7,643		$	17,884		$	15,472
Taxable securities		1,198			1,168			2,141			2,282
Tax exempt securities		96			144			192			289
Federal funds sold and other		197			179			383			316
		10,585			9,134			20,600			18,359
Interest expense
Deposits		1,649			1,309			2,993			2,553
Federal Home Loan Bank advances		216			20			372			51
Senior debt		98			—			194			—
Junior subordinated debentures		236			185			447			360
Subordinated capital note		12			32			39			66
		2,211			1,546			4,045			3,030
Net interest income		8,374			7,588			16,555			15,329
Provision (negative) for loan losses		(150	)		—			(150	)		—
Net interest income after provision for loan losses		8,524			7,588			16,705			15,329

Non-interest income
Service charges on deposit accounts		591			548			1,159			1,049
Bank card interchange fees		446			394			847			731
Income from bank owned life insurance		138			104			237			206
Net gain (loss) on sales and calls of investment securities		(6	)		(5	)		(6	)		(5	)
Other		178			205			361			457
		1,347			1,246			2,598			2,438
Non-interest expense
Salaries and employee benefits		3,885			3,803			7,673			7,750
Occupancy and equipment		880			844			1,775			1,665
Professional fees		222			241			427			544
Marketing expense		308			262			608			516
FDIC Insurance		139			357			321			699
Data processing expense		307			318			631			610
State franchise and deposit tax		282			225			564			450
Deposit account related expense		221			219			440			424
Other real estate owned expense		237			(3	)		319			(19	)
Litigation and loan collection expense		48			40			101			43
Other		876			819			1,715			1,696
		7,405			7,125			14,574			14,378
Income before income taxes		2,466			1,709			4,729			3,389
Income tax expense		483			—			812			—
Net income		1,983			1,709			3,917			3,389
Less:
Earnings allocated to participating securities		27			42			66			88
Net income available to common shareholders	$	1,956		$	1,667		$	3,851		$	3,301
Basic and diluted income per common share	$	0.27		$	0.27		$	0.57		$	0.54

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

~~PORTER~~LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Net income	$	1,983		$	1,709	$	3,917		$	3,389
Other comprehensive income (loss):
Unrealized gain (loss) on securities:
Unrealized gain (loss) arising during the period		(517	)		1,058		(2,228	)		2,063
Amortization during the period of net unrealized loss transferred to held to maturity		—			33		—			66
Net unrealized gain (loss) recognized in comprehensive income		(517	)		1,091		(2,228	)		2,129
Tax effect		109			—		469			—
Other comprehensive income (loss)		(408	)		1,091		(1,759	)		2,129

Comprehensive income	$	1,575		$	2,800	$	2,158		$	5,518

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

For ~~Nine~~Six Months Ended ~~September~~June 30, 20178

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

Shares Amount
Common Preferred
Preferred
Common

Common

Non-Voting
Common

Total
Common

Series E

Series F

Common and
Non-Voting Common

Series E

Series F

Additional
Paid-In
Capital

Retained
Deficit

Accumulated
Other
Compre-
hensive
Income
(Loss)

Total

Balances, January 1, 2017
4,632,933 1,591,600 6,224,533 6,198 4,304 $ 125,729 $ 1,644 $ 1,127 $ 24,097 $ (113,561 ) $ (6,303 ) $ 32,733
Issuance of unvested stock
37,865 — 37,865 — — — — — — — — —
Forfeited unvested stock
(1,316 ) — (1,316 ) — — — — — — — — —
Reverse stock split rounding shares
(1,218 ) — (1,218 ) — — — — — — — — —
Stock-based compensation expense
— — — — — — — — 271 — — 271
Net income
— — — — — — — — — 5,183 — 5,183
Net change in accumulated other
comprehensive income, net of taxes
— — — — — — — — — — 1,881 1,881
Balances, September 30, 2017
4,668,264 1,591,600 6,259,864 6,198 4,304 $ 125,729 $ 1,644 $ 1,127 $ 24,368 $ (108,378 ) $ (4,422 ) $ 40,068

~~See accompanying notes~~ ~~to unaudited consolidated financial statements.~~

	Shares												Amount
	Preferred						Common						Preferred						Common
	Series E			Series F			Common		Non-Voting Common		Total Common		Series E			Series F			Common and Non-Voting Common		Additional Paid-In Capital			Retained Deficit			Accumulated Other Comprehensive Income (Loss)			Total

Balances, January 1, 2018		6,198			4,304			6,039,864		220,000		6,259,864	$	1,644		$	1,127		$	125,729	$	24,497		$	(75,108	)	$	(5,216	)	$	72,673
Issuance of unvested stock		—			—			45,129		—		45,129		—			—			—		—			—			—			—
Issuance of stock		—			—			150,000		1,000,000		1,150,000		—			—			14,910		—			—			—			14,910
Redemption and retirement of preferred shares		(6,198	)		(4,304	)		—		—		—		(1,644	)		(1,127	)		—		(734	)		—			—			(3,505	)
Stock-based compensation expense		—			—			—		—		—		—			—			—		163			—			—			163
Net income		—			—			—		—		—		—			—			—		—			3,917			—			3,917
Reclassification of disproportionate tax effect due to change in federal tax rate		—			—			—		—		—		—			—			—		—			113			(113	)		—
Net change in accumulated other comprehensive income, net of taxes		—			—			—		—		—		—			—			—		—			—			(1,759	)		(1,759	)
Balances, June 30, 2018		—			—			6,234,993		1,220,000		7,454,993	$	—		$	—		$	140,639	$	23,926		$	(71,078	)	$	(7,088	)	$	86,399

~~PORTER BANCORP, INC.~~

~~Unaudited Consolidated Statements of Cash Flows~~

~~For~~ ~~Nine~~ ~~Months Ended~~ ~~September~~ 30~~, 201~~7 ~~and 201~~6

~~(dollars in thousands)~~

2017

2016

Cash flows from operating activities

Net income
$ 5,183 $ 3,885
Adjustments to reconcile net loss to net cash from operating activities

Depreciation and amortization
896 1,141
Negative provision for loan losses
— (1,900
)
Net amortization on securities
931 965
Stock-based compensation expense
271 315
Net gain on sales of loans held for sale
(39
)
(61
)
Origination of loans for sale
(2,179
)
(3,830
)
Proceeds from sales of loans held for sale
2,218 3,943
Net gain on sales of other real estate owned
(75
)
(221
)
Write-down of other real estate owned
98 970
Net realized (gain) loss on sales and calls of investment securities
5 (187
)
Increase in cash surrender value of owned life insurance, net of premium expense
(293
)
(300
)
Net change in accrued interest receivable and other assets
1,929 (701
)
Net change in accrued interest payable and other liabilities
(10,183
)
(57
)
Net cash from operating activities
(1,238
)
3,962

Cash flows from investing activities

Purchases of available for sale securities
(15,340
)
(18,868
)
Proceeds from sales and calls of available for sale securities
2,000 6,276
Proceeds from maturities and prepayments of available for sale securities
17,480 16,925
Proceeds from calls of held to maturity securities
47 —
Proceeds from maturities of held to maturity securities
145 —
Proceeds from sale of other real estate owned
738 12,340
Loan originations and payments, net
(43,590
)
(4,781
)
Sales (purchases) of premises and equipment, net
175 (386
)
Purchase of bank owned life insurance
— (5,000
)
Net cash from investing activities
(38,345
)
6,506

Cash flows from financing activities

Net change in deposits
16,922 (41,053
)
Payments of Federal Home Loan Bank advances
(30,611
)
(462
)
Advances from Federal Home Loan Bank
25,000 —
Payments of subordinated capital note
(675
)
(675
)
Proceeds from senior debt
10,000 —
Proceeds from issuance of common stock
— 2,231
Net cash from financing activities
20,636 (39,959
)
Net change in cash and cash equivalents
(18,947
)
(29,491
)
Beginning cash and cash equivalents
66,316 93,335
Ending cash and cash equivalents
$ 47,369 $ 63,844

Supplemental cash flow information:

Interest paid
$ 4,140 $ 3,933
Income taxes paid (refunded)
— 21
Supplemental non-cash disclosure:

Proceeds from common stock issuance directed by investors for junior subordinated debenture interest
$ — $ 2,799
Transfer from loans to other real estate
270 1,243
Financed sales of other real estate owned
— 270

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

LIMESTONE BANCORP, INC.

Unaudited Consolidated Statements of Cash Flows

For Six Months Ended June 30, 2018 and 2017

(dollars in thousands)

	2018			2017
Cash flows from operating activities
Net income	$	3,917		$	3,389
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization		477			640
Provision (negative provision) for loan losses		(150	)		—
Net amortization on securities		444			586
Stock-based compensation expense		163			142
Deferred taxes, net		1,158			—
Net gain on sales of loans held for sale		(1	)		(15	)
Origination of loans held for sale		—			(810	)
Proceeds from sales of loans held for sale		71			825
Net gain on sales of other real estate owned		(50	)		(65	)
Net write-down of other real estate owned		325			—
Net realized gain on sales and calls of investment securities		6			5
Earnings on bank owned life insurance, net of premium expense		(227	)		(195	)
Net change in accrued interest receivable and other assets		(767	)		1,783
Net change in accrued interest payable and other liabilities		(795	)		(10,523	)
Net cash from operating activities		4,571			(4,238	)

Cash flows from investing activities
Purchases of available for sale securities		(41,911	)		(10,188	)
Proceeds from sales and calls of available for sale securities		6,054			—
Proceeds from maturities and prepayments of available for sale securities		7,003			9,659
Proceeds from calls of held to maturity securities		—			47
Proceeds from sale of other real estate owned		354			708
Loan originations and payments, net		(37,372	)		(15,967	)
Sales (purchases) of premises and equipment, net		(449	)		230
Net cash from investing activities		(66,321	)		(15,511	)

Cash flows from financing activities
Net change in deposits		(794	)		24,893
Payments of Federal Home Loan Bank advances		(40,167	)		(30,300	)
Advances from Federal Home Loan Bank		100,000			10,000
Payments of subordinated capital note		(2,250	)		(450	)
Proceeds from senior debt		—			10,000
Proceeds from issuance of common stock		14,910			—
Redemption of preferred stock		(3,505	)		—
Net cash from financing activities		68,194			14,143
Net change in cash and cash equivalents		6,444			(5,606	)
Beginning cash and cash equivalents		34,103			66,316
Ending cash and cash equivalents	$	40,547		$	60,710

Supplemental cash flow information:
Interest paid	$	4,973		$	2,685
Supplemental non-cash disclosure:
Transfer from loans to other real estate		730			140

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

~~PORTER~~LIMESTONE BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation – The consolidated financial statements include ~~Porter~~Limestone Bancorp, Inc. (Company) and its subsidiary, ~~PBI~~Limestone Bank (Bank). The Company owns a 100% interest in the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q andand Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the entire year. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, ~~2016~~2017 included in the Company’s Annual Report on Form 10-K.

Use of Estimates – To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ.

Reclassifications – Some items in the prior year financial statements were reclassified to conform to the current presentation. The reclassifications did not impact net income or stockholders’ equity.

New Accounting Standards – In ~~August 2015,~~May 2014, FASB issued ASU ~~2015-14,~~2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). ~~This ASU is an update to ASU 2014-09, and delays the effective date of ASU 2014-09.~~ The ASU provides guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The majority of the Company’s revenues come from interest income and other sources, including loans and securities that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented in non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include service charges on deposit accounts, bank card interchange income, and the sale of OREO. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance isbecame effective for ~~annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Early adoption is not permitted.~~the Company on January 1, 2018. The ~~Company’s revenue is comprised~~impact of net interest income on financial assets and liabilities, which is explicitly excluded from the scope of this guidance, and non-interest income. Based on the evaluation of the Company’s non-interest income revenue streams, adoption ofadopting this new guidance ~~will~~did not have a material impact on the consolidated financial ~~statements.~~statements, but did result in additional disclosures, which have been incorporated into “Note 14 – Revenue from Contracts with Customers.”

In January 2016, the FASB issued an update ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update impact public business entities as follows: 1) Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. 3) Eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. 4) Require entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 5) Require an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. 6) Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. 7) Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this update ~~become~~became effective for ~~annual periods and interim periods within those annual periods beginning after December 15, 2017.~~the Company on January 1, 2018. The impact of adopting the new guidance did not have a material impact on the consolidated financial statements, ~~is not expected to~~but did require additional disclosures. The additional disclosures have ~~a material impact. The Company currently does not have any equity investments.~~been incorporated into “Note 8 – Fair Value Measurements.”

In February 2016, the FASB issued an update ASU No.No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting in largely unchanged. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. ~~The~~Based on the Company's current lease agreements, the impact of adopting the new guidance on the consolidated financial statements will not have a material ~~impact.~~impact on the consolidated financial statements.

Table of Contents

In J~~une~~June 2016, the FASB issued ASU No. 2016-13, ~~Financial~~–Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The final standard will change estimates for credit losses related to financial assets measured at amortized cost such as loans, held-to-maturity debt securities, and certain other contracts. For estimating credit losses, the FASB is replacing the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. Under the CECL model, certain financial assets that are carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, are required to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The change could materially affect how the allowance for loan losses is determined. The standard is effective for public companies for fiscal years beginning after December 15, 2019. ~~We are currently gathering~~Management has formed a cross functional committee that has overseen the enhancement of existing technology required to source and model data for the purpose of meeting this standard. The committee has selected a vendor to assist in generating loan level ~~data,~~cash flows and ~~assessing our data and system needs.~~disclosures. The impact of CECL model implementation is being evaluated, but it is expected that a one-time cumulative-effect adjustment to the allowance for loan losses will be recognized in retained earnings on the consolidated balance sheet as of the beginning of the first reporting period in which the new standard is effective, as is consistent with regulatory expectations set forth in interagency guidance. The magnitude of any adjustment or the overall impact of the new standard on financial condition or results of operation cannot yet be determined.

In March 2017, the FASB issued ASU No. 2017-08, ~~Receivables~~–Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities. The final standard will shorten the amortization period for premiums on callable debt securities by requiring that premiums be amortized to the first (or earliest) call date instead of as an adjustment to the yield over the contractual life. The standard is effective for public companies for fiscal years beginning after December 15, 2018. ~~We are currently evaluating the impact~~Adoption of ~~adopting the~~this new guidance will not have a material impact on the consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, –Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Other Comprehensive Income. The final standard allows institutions to elect to reclassify the stranded tax effects from AOCI to retained earnings, limited to amounts in AOCI that are affected by the tax reform law. This includes remeasuring deferred tax assets and liabilities related to items presented in AOCI at the newly enacted tax rate and on other income tax effects of items remaining in AOCI. The standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods during 2018. Early adoption is permitted. The Company adopted the standard on January 1, 2018 and adoption did not have a material impact on the consolidated financial statements as it resulted in a $113,000 entry between AOCI and retained deficit.

Note 2 – Securities

Securities are classified ~~into~~as available for sale (AFS) ~~and held to maturity (HTM) categories.~~. AFS securities ~~are those that~~ may be sold if needed for liquidity, asset liability management, or other reasons. AFS securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. ~~HTM securities are those that we have the intent and ability to hold to maturity and are reported at amortized cost.~~

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

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

(in thousands)

September 30, 2017

Available for sale

U.S. Government and federal agency
$ 29,954 $ 106 $ (352
)
$ 29,708
Agency mortgage-backed: residential
91,546 808 (619
)
91,735
Collateralized loan obligations
23,444 82 — 23,526
State and municipal
1,648 13 — 1,661
Corporate bonds
3,079 88 — 3,167
Total available for sale
$ 149,671 $ 1,097 $ (971
)
$ 149,797

Amortized
Cost

Gross Unrecognized
Gains

Gross Unrecognized
Losses

Fair Value

Held to maturity

State and municipal
$ 41,424 $ 1,973 $ — $ 43,397
Total held to maturity
$ 41,424 $ 1,973 $ — $ 43,397

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
June 30, 2018
Available for sale
U.S. Government and federal agency	$	24,896	$	—	$	(810	)	$	24,086
Agency mortgage-backed: residential		85,176		102		(2,375	)		82,903
Collateralized loan obligations		29,923		15		(33	)		29,905
State and municipal		33,068		274		(271	)		33,071
Corporate bonds		8,865		71		(5	)		8,931
Total available for sale	$	181,928	$	462	$	(3,494	)	$	178,896

Table of Contents

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

(in thousands)
December 31, 2016

Available for sale

U.S. Government and federal agency
$ 34,757 $ 50 $ (708
)
$ 34,099
Agency mortgage-backed: residential
103,390 455 (1,492
)
102,353
Collateralized loan obligations
11,203 — — 11,203
State and municipal
2,028 25 (8
)
2,045
Corporate bonds
3,069 24 (3
)
3,090
Total available for sale
$ 154,447 $ 554 $ (2,211
)
$ 152,790

Amortized
Cost

Gross Unrecognized
Gains

Gross Unrecognized
Losses

Fair Value

Held to maturity

State and municipal
$ 41,818 $ 1,272 $ (18
)
$ 43,072
Total held to maturity
$ 41,818 $ 1,272 $ (18
)
$ 43,072

December 31, 2017	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
U.S. Government and federal agency	$	22,105	$	2	$	(483	)	$	21,624
Agency mortgage-backed: residential		65,935		117		(1,087	)		64,965
Collateralized loan obligations		25,343		182		(20	)		25,505
State and municipal		33,303		508		(101	)		33,710
Corporate bonds		6,838		78		—			6,916
Total available for sale	$	153,524	$	887	$	(1,691	)	$	152,720

Sales and calls of securities were as follows:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

(in thousands)
(in thousands)
Proceeds
$ 2,000 $ 2,555 $ 2,047 $ 6,276
Gross gains
— 13 — 216
Gross losses
— 29 5 29

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
	(in thousands) (in thousands)
Proceeds	$	6,054	$	47	$	6,054	$	47
Gross gains		—		—		—		—
Gross losses		6		5		6		5

The amortized cost and fair value of ~~the~~our debt ~~investment~~ securities ~~portfolio~~ are shown by ~~contractual~~contractual maturity. ~~Contractual~~Expected maturities may differ from actual maturities ~~if issuers~~when borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities not due at a single maturity date are ~~detailed~~shown separately.

	September 30, 2017				June 30, 2018
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(in thousands)				(in thousands)
Maturity
Available for sale
Within one year	$	7,340	$	7,432	$	24,696	$	24,752
One to five years		15,019		15,102		45,674		45,450
Five to ten years		32,715		32,464		26,382		25,791
Beyond ten years		3,051		3,064
Agency mortgage-backed: residential		91,546		91,735		85,176		82,903
Total	$	149,671	$	149,797	$	181,928	$	178,896

Held to maturity
Within one year	$	646	$	646
One to five years		27,619		28,729
Five to ten years		13,159		14,022
Total	$	41,424	$	43,397

Securities pledged at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 had carrying values of approximately ~~$85.3~~$56.6 million and ~~$61.2~~$76.8 million, respectively, and were pledged to secure public deposits.

At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016, we~~2017, the Bank held securities issued by the Commonwealth of Kentucky or Kentucky municipalities having a book value of ~~$15.8 million and $16.4 million, respectively. Additionally, at September~~$16.0 million. At June 30, ~~2017~~2018 and December 31, ~~2016, we held securities issued by the State of Texas or Texas municipalities having a book value of $4.3 million at each period end. At September 30,~~ 2017, ~~and December 31, 2016,~~ there were no other holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

The Company evaluates securities for ~~other than temporary~~other-than-temporary impairment ~~(OTTI)~~ on a quarterly basis,, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition ~~credit quality,~~ and near-term prospects of the issuer, underlying credit quality of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the sector or industry trends and cycles affecting the issuer, and the results of reviews of the issuer’s financial condition. As of ~~September~~June 30, ~~2017,~~2018, management does not believe any securities in ~~our~~the portfolio with unrealized losses should be classified as other than temporarily impaired.

Table of Contents

Securities with unrealized losses at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, are as follows:

Less than 12 Months

12 Months or More

Total

Description of Securities

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

(in thousands)

September 30, 2017

Available for sale

U.S. Government and federal Agency
$ 19,543 $ (324
)
$ 1,125 $ (28
)
$ 20,668 $ (352
)
Agency mortgage-backed: residential
29,928 (489
)
7,261 (130
)
37,189 (619
)
Total temporarily impaired
$ 49,471 $ (813
)
$ 8,386 $ (158
)
$ 57,857 $ (971
)

December 31, 2016

Available for sale

U.S. Government and federal agency
$ 27,738 $ (708
)
$ — $ — $ 27,738 $ (708
)
Agency mortgage-backed: residential
63,460 (1,449
)
2,745 (43
)
66,205 (1,492
)
State and municipal
465 (8
)
— — 465 (8
)
Corporate bonds
— — 1,566 (3
)
1,566 (3
)
Total temporarily impaired
$ 91,663 $ (2,165
)
$ 4,311 $ (46
)
$ 95,974 $ (2,211
)

Held to maturity

State and municipal
$ 1,540 $ (18
)
$ — $ — $ 1,540 $ (18
)
Total
$ 1,540 $ (18
)
$ — $ — $ 1,540 $ (18
)

~~There were~~ ~~no held to maturity securities in an unrecognized loss position at September 30, 2017.~~

	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
June 30, 2018
Available for sale
U.S. Government and federal agency	$	7,104	$	(195	)	$	14,977	$	(615	)	$	22,081	$	(810	)
Agency mortgage-backed: residential		47,685		(1,000	)		24,587		(1,375	)		72,272		(2,375	)
Collateralized loan obligations		17,803		(33	)		—		—			17,803		(33	)
State and municipal		16,903		(271	)		—		—			16,903		(271	)
Corporate bonds		1,995		(5	)		—		—			1,995		(5	)
Total temporarily impaired	$	91,490	$	(1,504	)	$	39,564	$	(1,990	)	$	131,054	$	(3,494	)


December 31, 2017
Available for sale
U.S. Government and federal agency	$	5,788	$	(97	)	$	14,121	$	(386	)	$	19,909	$	(483	)
Agency mortgage-backed: residential		21,104		(172	)		27,158		(915	)		48,262		(1,087	)
Collateralized loan obligations		6,038		(20	)		—		—			6,038		(20	)
State and municipal		7,492		(101	)		—		—			7,492		(101	)
Total temporarily impaired	$	40,422	$	(390	)	$	41,279	$	(1,301	)	$	81,701	$	(1,691	)

Note 3 – Loans

Loans net of unearned income, deferred loan origination costs, and net premiums on acquired loans by class were as follows:

	September 30,			December 31,			June 30,			December 31,
	2017			2016			2018			2017
	(in thousands)						(in thousands)
Commercial	$	107,616		$	97,761		$	124,139		$	113,771
Commercial Real Estate:
Construction		44,956			36,330			79,608			57,342
Farmland		88,370			71,507			84,972			88,320
Nonfarm nonresidential		157,956			149,546			161,395			156,724
Residential Real Estate:
Multi-family		55,684			48,197			50,541			56,588
1-4 Family		173,213			188,092			178,320			179,222
Consumer		8,474			9,818			30,711			18,439
Agriculture		45,675			37,508			38,960			41,154
Other		567			477			588			555
Subtotal		682,511			639,236			749,234			712,115
Less: Allowance for loan losses		(8,977	)		(8,967	)		(8,580	)		(8,202	)
Loans, net	$	673,534		$	630,269		$	740,654		$	703,913

Table of Contents

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

Commercial

Commercial
Real Estate

Residential
Real Estate

Consumer

Agriculture

Other

Total

(in thousands)

September 30, 2017:

Beginning balance
$ 956 $ 4,223 $ 3,317 $ 53 $ 335 $ 1 $ 8,885
Provision (negative provision)
(41
)
206 (147
)
(31
)
15 (2
)
–
Loans charged off
(5
)
– (57
)
(5
)
– – (67
)
Recoveries
3 9 103 25 16 3 159
Ending balance
$ 913 $ 4,438 $ 3,216 $ 42 $ 366 $ 2 $ 8,977

September 30, 2016:

Beginning balance
$ 730 $ 5,429 $ 3,778 $ 47 $ 119 $ 1 $ 10,104
Provision (negative provision)
(195
)
(436
)
(142
)
(26
)
79 (30
)
(750
)
Loans charged off
(15
)
(232
)
(131
)
(21
)
(5
)
(1
)
(405
)
Recoveries
102 354 27 23 1 33 540
Ending balance
$ 622 $ 5,115 $ 3,532 $ 23 $ 194 $ 3 $ 9,489

	Commercial		Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)
June 30, 2018:
Beginning balance	$	1,077	$	4,112		$	2,833		$	84		$	419		$	1		$	8,526
Provision (negative provision)		51		(83	)		(48	)		(27	)		(40	)		(3	)		(150	)
Loans charged off		–		(197	)		(69	)		(7	)		(12	)		(8	)		(293	)
Recoveries		5		402			62			16			–			12			497
Ending balance	$	1,133	$	4,234		$	2,778		$	66		$	367		$	2		$	8,580


June 30, 2017:
Beginning balance	$	814	$	4,242		$	3,569		$	32		$	307		$	2		$	8,966
Provision (negative provision)		106		(131	)		(113	)		22			121			(5	)		–
Loans charged off		–		(31	)		(161	)		(20	)		(95	)		–			(307	)
Recoveries		36		143			22			19			2			4			226
Ending balance	$	956	$	4,223		$	3,317		$	53		$	335		$	1		$	8,885

The following table presents the activity in the allowance for loan losses by p~~ortfolio~~portfolio segment for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~ 2017:

	Commercial			Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total			Commercial			Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)																					(in thousands)
September 30, 2017:
June 30, 2018:
Beginning balance	$	475		$	4,894		$	3,426		$	8		$	162		$	2		$	8,967		$	892		$	4,032		$	2,900		$	64		$	313		$	1		$	8,202
Provision (negative provision)		399			(791	)		134			(5	)		274			(11	)		–
Provision (negative provision)																							(4	)		(20	)		(164	)		(14	)		55			(3	)		(150	)
Loans charged off		(5	)		(58	)		(512	)		(30	)		(95	)		–			(700	)		–			(198	)		(88	)		(34	)		(12	)		(8	)		(340	)
Recoveries		44			393			168			69			25			11			710			245			420			130			50			11			12			868
Ending balance	$	913		$	4,438		$	3,216		$	42		$	366		$	2		$	8,977		$	1,133		$	4,234		$	2,778		$	66		$	367		$	2		$	8,580


September 30, 2016:
June 30, 2017:
Beginning balance	$	818		$	6,993		$	3,984		$	122		$	122		$	2		$	12,041		$	475		$	4,894		$	3,426		$	8		$	162		$	2		$	8,967
Provision (negative provision)		(89	)		(2,024	)		458			(259	)		(1	)		15			(1,900	)		440			(997	)		281			26			259			(9	)		–
Loans charged off		(276	)		(477	)		(1,181	)		(56	)		(13	)		(79	)		(2,082	)		–			(58	)		(455	)		(25	)		(95	)		–			(633	)
Recoveries		169			623			271			216			86			65			1,430			41			384			65			44			9			8			551
Ending balance	$	622		$	5,115		$	3,532		$	23		$	194		$	3		$	9,489		$	956		$	4,223		$	3,317		$	53		$	335		$	1		$	8,885

Table of Contents

TheThe following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of ~~September~~June 30, ~~2017:~~2018:

Commercial

Commercial
Real Estate

Residential
Real Estate

Consumer

Agriculture

Other

Total

(in thousands)

Allowance for loan losses:

Ending allowance balance attributable to loans:

Individually evaluated for impairment
$ 13 $ 26 $ 386 $ – $ – $ – $ 425
Collectively evaluated for impairment
900 4,412 2,830 42 366 2 8,552
Total ending allowance balance
$ 913 $ 4,438 $ 3,216 $ 42 $ 366 $ 2 $ 8,977

Loans:

Loans individually evaluated for impairment
$ 608 $ 2,749 $ 4,092 $ – $ 60 $ – $ 7,509
Loans collectively evaluated for impairment
107,008 288,533 224,805 8,474 45,615 567 675,002
Total ending loans balance
$ 107,616 $ 291,282 $ 228,897 $ 8,474 $ 45,675 $ 567 $ 682,511

	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Agriculture		Other		Total
	(in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	13	$	48	$	258	$	–	$	–	$	–	$	319
Collectively evaluated for impairment		1,120		4,186		2,520		66		367		2		8,261
Total ending allowance balance	$	1,133	$	4,234	$	2,778	$	66	$	367	$	2	$	8,580

Loans:
Loans individually evaluated for impairment	$	109	$	1,433	$	3,015	$	–	$	–	$	–	$	4,557
Loans collectively evaluated for impairment		124,030		324,542		225,846		30,711		38,960		588		744,677
Total ending loans balance	$	124,139	$	325,975	$	228,861	$	30,711	$	38,960	$	588	$	749,234

The following t~~able~~table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of December 31, ~~2016:~~2017:

	Commercial		Commercial Real Estate		Residential Real Estate		Consumer		Agriculture		Other		Total
	(in thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	13	$	–	$	206	$	–	$	–	$	–	$	219
Collectively evaluated for impairment		879		4,032		2,694		64		313		1		7,983
Total ending allowance balance	$	892	$	4,032	$	2,900	$	64	$	313	$	1	$	8,202


Loans:
Loans individually evaluated for impairment	$	587	$	2,635	$	3,950	$	1	$	–	$	–	$	7,173
Loans collectively evaluated for impairment		113,184		299,751		231,860		18,438		41,154		555		704,942
Total ending loans balance	$	113,771	$	302,386	$	235,810	$	18,439	$	41,154	$	555	$	712,115

Commercial

Commercial
Real Estate

Residential
Real Estate

Consumer

Agriculture

Other

Total

(in thousands)

Allowance for loan losses:

Ending allowance balance attributable to loans:

Individually evaluated for impairment
$ 13 $ 35 $ 350 $ – $ 1 $ – $ 399
Collectively evaluated for impairment
462 4,859 3,076 8 161 2 8,568
Total ending allowance balance
$ 475 $ 4,894 $ 3,426 $ 8 $ 162 $ 2 $ 8,967

Loans:

Loans individually evaluated for impairment
$ 595 $ 5,854 $ 8,621 $ 1 $ 60 $ – $ 15,131
Loans collectively evaluated for impairment
97,166 251,529 227,668 9,817 37,448 477 624,105
Total ending loans balance
$ 97,761 $ 257,383 $ 236,289 $ 9,818 $ 37,508 $ 477 $ 639,236

Table of Contents

Impaired Loans

Impaired loans include restructured loans and loans on nonaccrual or classified as doubtful, whereby collection of the total amount is improbable, or loss, whereby all or a portion of the loan has been written off or a specific allowance for loss has been provided.

The following ~~table~~stables present information related to loans individually evaluated for impairment by class of loans as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 and for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

							Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017				As of June 30, 2018						Three Months Ended June 30, 2018				Six Months Ended June 30, 2018
	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)														(in thousands)
With No Related Allowance Recorded:
Commercial	$	724	$	508	$	—	$	499	$	—	$	497	$	—	$	25	$	9	$	—	$	14	$	1	$	172	$	1
Commercial real estate:
Construction		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Farmland		3,783		2,155		—		2,336		—		2,800		209		2,798		997		—		1,340		83		1,580		281
Nonfarm nonresidential		773		301		—		311		1		752		53		725		264		—		271		3		373		8
Residential real estate:
Multi-family		—		—		—		—		—		1,025		—		—		—		—		—		—		—		—
1-4 Family		3,858		2,470		—		2,879		22		2,909		50		2,754		1,563		—		1,894		27		2,191		35
Consumer		8		—		—		—		2		2		2		8		—		—		1		—		1		—
Agriculture		130		60		—		60		1		30		1		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Subtotal		9,276		5,494		—		6,085		26		8,015		315		6,310		2,833		—		3,520		114		4,317		325
With A Related Allowance Recorded:
With An Allowance Recorded:
Commercial		100		100		13		100		1		100		5		100		100		13		100		2		100		4
Commercial real estate:
Construction		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Farmland		—		—		—		—		—		294		—		172		172		48		86		—		57		—
Nonfarm nonresidential		293		293		26		294		5		298		14		—		—		—		—		—		—		—
Residential real estate:
Multi-family		—		—		—		—		—		—		—		—		—		—		—		—		—		—
1-4 Family		1,183		1,622		386		1,412		17		1,465		51		1,549		1,452		258		1,460		16		1,361		32
Consumer		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Agriculture		—		—		—		—		—		30		—		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Subtotal		1,576		2,015		425		1,806		23		2,187		70		1,821		1,724		319		1,646		18		1,518		36
Total	$	10,852	$	7,509	$	425	$	7,891	$	49	$	10,202	$	385	$	8,131	$	4,557	$	319	$	5,166	$	132	$	5,835	$	361

Table of Contents

	As of December 31, 2016						Three Months Ended September 30, 2016				Nine Months Ended September 30, 2016				As of December 31, 2017						Three Months Ended June 30, 2017				Six Months Ended June 30, 2017
	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(in thousands)														(in thousands)
With No Related Allowance Recorded:
Commercial	$	707	$	495	$	—	$	659	$	—	$	824	$	1	$	703	$	487	$	—	$	492	$	—	$	493	$	—
Commercial real estate:
Construction		—		—		—		129		3		195		9		—		—		—		—		—		—		—
Farmland		5,566		3,742		—		4,404		79		4,299		87		3,687		2,059		—		2,651		3		3,015		209
Nonfarm nonresidential		4,502		1,219		—		4,023		2		5,569		308		1,047		576		—		743		20		902		52
Residential real estate:
Multi-family		4,100		4,100		—		3,254		179		2,235		237		—		—		—		—		—		1,367		—
1-4 Family		4,663		2,910		—		3,523		14		6,159		85		4,293		2,787		—		3,127		20		3,055		28
Consumer		41		1		—		4		—		8		8		9		1		—		4		—		3		—
Agriculture		—		—		—		69		—		92		—		—		—		—		30		—		20		—
Other		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Subtotal		19,579		12,467		—		16,065		277		19,381		735		9,739		5,910		—		7,047		43		8,855		289
With A Related Allowance Recorded:
With An Allowance Recorded:
Commercial		100		100		13		—		—		—		—		100		100		13		100		2		100		4
Commercial real estate:
Construction		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Farmland		614		590		5		600		—		300		—		—		—		—		293		—		392		—
Nonfarm nonresidential		303		303		30		405		6		421		18		—		—		—		298		5		300		9
Residential real estate:
Multi-family		—		—		—		2,080		—		3,133		101		—		—		—		—		—		—		—
1-4 Family		1,676		1,611		350		1,656		20		1,671		74		1,163		1,163		206		1,314		17		1,413		34
Consumer		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Agriculture		78		60		1		68		—		34		—		—		—		—		30		—		40		—
Other		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Subtotal		2,771		2,664		399		4,809		26		5,559		193		1,263		1,263		219		2,035		24		2,245		47
Total	$	22,350	$	15,131	$	399	$	20,874	$	303	$	24,940	$	928	$	11,002	$	7,173	$	219	$	9,082	$	67	$	11,100	$	336

Cash basis income recognized for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was ~~$24,000~~$111,000 and ~~$309,000,~~$317,000, respectively, compared to ~~$87,000~~$41,000 and ~~$377,000~~$285,000 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively.

Troubled Debt Restructuring

A troubled debt restructuring (TDR) occurs when the Bank has agreed to a loan modification in the form of a concession for a borrower who is experiencing financial difficulty. The Bank’s TDRs typically involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired and the Bank ~~allocates~~has allocated reserves for these loans to reflect the present value of the concessionary terms granted to the borrower.

The following table presents the types of TDR loan modifications by ~~portfolio~~portfolio segment outstanding as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs		TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)						(in thousands)
September 30, 2017
Commercial
Rate reduction	$	—	$	33	$	33
Principal deferral		—		434		434
June 30, 2018
Commercial Real Estate:
Farmland
Principal deferral		—		1,465		1,465		—		700		700
Nonfarm nonresidential
Rate reduction		489		—		489		189		—		189
Residential Real Estate:
1-4 Family
Rate reduction		737		—		737		727		—		727
Total TDRs	$	1,226	$	1,932	$	3,158	$	916	$	700	$	1,616

Table of Contents

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs		TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)						(in thousands)
December 31, 2016
December 31, 2017
Commercial
Rate reduction	$	—	$	33	$	33	$	—	$	33	$	33
Principal deferral		—		434		434		—		434		434
Commercial Real Estate:
Farmland
Principal deferral		—		2,300		2,300		—		1,362		1,362
Nonfarm nonresidential
Rate reduction		507		—		507		483		—		483
Principal deferral		—		607		607
Residential Real Estate:
Multi-family
Rate reduction		4,100		—		4,100
1-4 Family
Rate reduction		743		—		743		734		—		734
Total TDRs	$	5,350	$	3,374	$	8,724	$	1,217	$	1,829	$	3,046

At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016, 39%~~2017, 57% and ~~61%~~40%, respectively, of the Company’s TDRs were performing according to their modified terms. The Company allocated ~~$141,000~~$107,000 and ~~$197,000~~$122,000 in reserves to borrowers whose loan terms have been modified in TDRs as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, respectively. The Company has committed to lend no additional amounts as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 to borrowers with outstanding loans classified as TDRs.

Management periodically reviews renewals and modifications of previously identified TDRs, for which there was no principal forgiveness, to consider if it is appropriate to remove the TDR classification. If the borrower is no longer experiencing financial difficulty and the renewal/modification did not contain a concessionary interest rate or other concessionary terms, management considers the potential removal of the TDR classification. If deemed appropriate based upon current underwriting, the TDR classification is removed as the borrower has complied with the terms of the loan at the date of renewal/modification and there was a reasonable expectation that the borrower ~~will~~would continue to comply with the terms of the loan ~~after~~subsequent to the date of the renewal/modification. In this instance, the TDR was originally considered a restructuring in a prior year as a result of a modification with an interest rate that was not commensurate with the risk of the underlying loan. Additionally, TDR classification can be removed in circumstances in which the Company performs a non-concessionary re-modification of the loan at terms that were considered to be at market for loans with comparable ~~risk and management~~risk. Management expects the borrower will continue to perform under the re-modified terms based on the borrower’s past history of performance. In March 2017, the TDR classification was removed from two loans that met the requirements as discussed above. These loans totaled $4.1 million at December 31, 2016. These loans are no longer evaluated individually for impairment.

No TDR loan ~~modification~~smodifications occurred during the three ~~or nine~~and six months ended ~~September~~June 30, ~~2017~~2018 or ~~September~~June 30, ~~2016.~~2017. During the first ~~nine~~six months of ~~2017~~2018 and ~~2016,~~2017, no TDRs defaulted on their restructured loan within the ~~twelve-month~~12 month period following the loan modification. A default is considered to have occurred once the TDR is past due 90 days or more or it has been placed on nonaccrual.

Non-performing Loans

~~Non-performing~~Non-performing loans include impaired loans and smaller balance homogeneous loans, such as residential mortgage and consumer loans, that are collectively evaluated for impairment. The following table presents the recorded investment in nonaccrual and loans past due 90 days and still on accrual by class of loan as of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016:~~ 2017:

	Nonaccrual				Loans Past Due 90 Days And Over Still Accruing				Nonaccrual				Loans Past Due 90 Days And Over Still Accruing
	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
	(in thousands)								(in thousands)

Commercial	$	508	$	495	$	—	$	—	$	9	$	487	$	—	$	—
Commercial Real Estate:
Construction		—		—		—		—		—		—		—		—
Farmland		2,155		4,332		—		—		1,169		2,059		—		—
Nonfarm nonresidential		105		1,016		—		—		75		93		—		—
Residential Real Estate:
Multi-family		—		—		—		—		—		—		—		—
1-4 Family		2,941		3,312		—		—		1,916		2,817		—		—
Consumer		—		1		—		—		1		1		—		1
Agriculture		60		60		—		—		—		—		—		—
Other		—		—		—		—		—		—		—		—
Total	$	5,769	$	9,216	$	—	$	—	$	3,170	$	5,457	$	—	$	1

Table of Contents

The following table presents the aging of the recorded investment in past due loans as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual		30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)										(in thousands)
September 30, 2017
June 30, 2018
Commercial	$	2	$	—	$	—	$	508	$	510	$	—	$	—	$	—	$	9	$	9
Commercial Real Estate:
Construction		—		—		—		—		—		—		—		—		—		—
Farmland		281		19		—		2,155		2,455		11		52		—		1,169		1,232
Nonfarm nonresidential		239		—		—		105		344		125		—		—		75		200
Residential Real Estate:
Residential Real Estate:
Multi-family		—		—		—		—		—		—		—		—		—		—
1-4 Family		300		593		—		2,941		3,834		970		239		—		1,916		3,125
Consumer		50		—		—		—		50		28		—		—		1		29
Agriculture		—		—		—		60		60		—		247		—		—		247
Other		—		—		—		—		—		—		—		—		—		—
Total	$	872	$	612	$	—	$	5,769	$	7,253	$	1,134	$	538	$	—	$	3,170	$	4,842

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual		30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)										(in thousands)
December 31, 2016
December 31, 2017
Commercial	$	—	$	—	$	—	$	495	$	495	$	—	$	—	$	—	$	487	$	487
Commercial Real Estate:
Construction		—		—		—		—		—		—		—		—		—		—
Farmland		626		—		—		4,332		4,958		593		—		—		2,059		2,652
Nonfarm nonresidential		—		59		—		1,016		1,075		—		—		—		93		93
Residential Real Estate:
Multi-family		—		—		—		—		—		—		—		—		—		—
1-4 Family		1,454		256		—		3,312		5,022		850		126		—		2,817		3,793
Consumer		19		—		—		1		20		30		45		—		1		76
Agriculture		203		—		—		60		263		5		—		1		—		6
Other		—		—		—		—		—		—		—		—		—		—
Total	$	2,302	$	315	$	—	$	9,216	$	11,833	$	1,478	$	171	$	1	$	5,457	$	7,107

Credit Quality Indicators

~~We categorize~~Management categorizes all loans into risk categories at origination based upon original underwriting. Thereafter, ~~we categorize~~management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends. ~~Loans~~Additionally, loans are ~~also~~ analyzed through ~~our~~ internal and external loan review processes. Borrower relationships in excess of $500,000 are routinely analyzed through ~~our~~the credit administration processes which classify the loans as to credit risk. The following definitions are used for risk ratings:

Wa~~tch~~Watch – Loans classified as watch are those loans which have or may experience a potentially adverse development which necessitates increased monitoring.

Special Mention – Loans classified as special mention do not have all of the characteristics of substandard or doubtful loans. They have one or more deficiencies which warrant special attention and which corrective action, such as accelerated collection practices, may remedy.

Substandard – Loans classified as substandard are those loans with clear and defined weaknesses such as a highly leveraged position, unfavorable financial ratios, uncertain repayment sources or poor financial condition which may jeopardize the repayment of the debt as contractually agreed. They are characterized by the distinct possibility that wethe Bank will sustain some losses if the deficiencies are not corrected.

Table of Contents

Doubtful – Loans classified as doubtful are those loans which have characteristics similar to substandard loans but with an increased risk that collection or liquidation in full is highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are ~~considered~~considered to be “Pass” rated loans. As of ~~September~~June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	Pass		Watch		Special Mention		Substandard		Doubtful		Total		Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)												(in thousands)
September 30, 2017
June 30, 2018
Commercial	$	106,645	$	228	$	—	$	743	$	—	$	107,616	$	123,814	$	138	$	—	$	187	$	—	$	124,139
Commercial Real Estate:
Construction		44,956		—		—		—		—		44,956		79,608		—		—		—		—		79,608
Farmland		78,156		5,935		—		4,279		—		88,370		76,397		5,044		—		3,531		—		84,972
Nonfarm nonresidential		153,026		2,948		432		1,550		—		157,956		158,169		2,554		—		672		—		161,395
Residential Real Estate:
Multi-family		46,100		9,584		—		—		—		55,684		41,856		8,685		—		—		—		50,541
1-4 Family		162,476		4,473		166		6,098		—		173,213		170,837		2,583		115		4,785		—		178,320
Consumer		8,062		323		—		89		—		8,474		30,366		6		—		339		—		30,711
Agriculture		33,215		11,676		—		784		—		45,675		38,811		81		—		68		—		38,960
Other		567		—		—		—		—		567		588		—		—		—		—		588
Total	$	633,203	$	35,167	$	598	$	13,543	$	—	$	682,511	$	720,446	$	19,091	$	115	$	9,582	$	—	$	749,234

	Pass		Watch		Special Mention		Substandard		Doubtful		Total		Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)												(in thousands)
December 31, 2016
December 31, 2017
Commercial	$	96,402	$	294	$	—	$	1,065	$	—	$	97,761	$	112,978	$	84	$	—	$	709	$	—	$	113,771
Commercial Real Estate:
Construction		35,823		507		—		—		—		36,330		57,342		—		—		—		—		57,342
Farmland		63,323		1,521		—		6,663		—		71,507		76,563		7,607		—		4,150		—		88,320
Nonfarm nonresidential		142,222		5,217		445		1,662		—		149,546		152,004		2,906		—		1,814		—		156,724
Residential Real Estate:
Multi-family		38,281		6,080		—		3,836		—		48,197		47,121		9,467		—		—		—		56,588
1-4 Family		173,565		6,909		52		7,566		—		188,092		169,774		3,535		164		5,749		—		179,222
Consumer		9,397		348		—		73		—		9,818		18,042		306		—		91		—		18,439
Agriculture		26,940		9,555		—		1,013		—		37,508		38,654		1,810		—		690		—		41,154
Other		477		—		—		—		—		477		555		—		—		—		—		555
Total	$	586,430	$	30,431	$	497	$	21,878	$	—	$	639,236	$	673,033	$	25,715	$	164	$	13,203	$	—	$	712,115

Note 4 – Other Real Estate Owned

Other real estate owned (OREO) is real estate acquired as a result of foreclosure or by deed in lieu of foreclosure. It is classified as real estate owned until such time as it is sold. When property is acquired as a result of foreclosure or by deed in lieulieu of foreclosure, it is recorded at its fair market value less ~~expected~~ cost to sell. Any write-down of the property at the time of acquisition is charged to the allowance for loan losses.

Fair value of OREO is determined on an individual property ~~basis~~.basis. When foreclosed properties are acquired, ~~we obtain~~management obtains a new appraisal of the subject property or ~~have~~has staff from ~~our~~the Bank’s special assets group evaluate the latest in-file appraisal in connection with the transfer to OREO. WeUpdated appraisals are typically ~~obtain updated appraisals~~obtained within five quarters of the anniversary date of ownership unless a sale is imminent. Subsequent reductions in fair value are recorded as non-interest expense when a new appraisal indicates a decline in value or in cases where a ~~listing~~marketing price is lowered below the appraised amount.

The following table presents the major categories of OREO at the period-ends indicated:

	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in thousands)				(in thousands)
Commercial Real Estate:
Construction, land development, and other land	$	6,200	$	6,571	$	4,010	$	4,335
Farmland		74		—		500		74
Residential Real Estate:
1-4 Family		56		250
	$	6,330	$	6,821	$	4,510	$	4,409

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R~~esidential~~Residential loans secured by 1-4 family residential properties in the process of foreclosure totaled ~~$643,000~~$94,000 and ~~$932,000~~$616,000 at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

Activity relating to OREO during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 is as follows:

For the Nine
Months Ended
September 30,

2017

2016

(in thousands)

OREO Activity

OREO as of January 1
$ 6,821 $ 19,214
Real estate acquired
270 1,243
Valuation adjustment write-downs
(98
)
(970
)
Net gain on sales
75 221
Proceeds from sales of properties
(738
)
(12,610
)
OREO as of September 30
$ 6,330 $ 7,098

~~We recognized~~ ~~no OREO rental income for the three and nine months ended September 30, 2017, respectively, and $46,000 and $451,000 for the three and nine months ended September 30, 2016, respectively.~~

	For the Six Months Ended June 30,
	2018			2017
	(in thousands)
OREO Activity
OREO as of January 1	$	4,409		$	6,821
Real estate acquired		730			140
Valuation adjustment write-downs		(325	)		—
Net gain on sales		50			65
Proceeds from sales of properties		(354	)		(708	)
OREO as of June 30	$	4,510		$	6,318

Expenses related to other real estate owned include:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	(in thousands)						(in thousands)						(in thousands) (in thousands)
Net gain on sales	$	(10	)	$	(52	)	$	(75	)	$	(221	)	$	(54	)	$	(27	)	$	(50	)	$	(65	)
Valuation adjustment write-downs		98			320			98			970			265			—			325			—
Operating expense		23			54			69			535			26			24			44			46
Total	$	111		$	322		$	92		$	1,284		$	237		$	(3	)	$	319		$	(19	)

Note 5 – Deposits

The following table ~~shows~~ ~~ending deposit balances~~details deposits by ~~category as of:~~category:

September 30,
2017

December 31,
2016

(in thousands)

Non-interest bearing
$ 133,896 $ 124,395
Interest checking
94,523 103,876
Money market
156,905 142,497
Savings
35,946 34,518
Certificates of deposit
445,577 444,639
Total
$ 866,847 $ 849,925

	June 30, 2018		December 31, 2017
	(in thousands)
Non-interest bearing	$	136,553	$	137,386
Interest checking		88,955		99,383
Money market		150,048		151,388
Savings		35,220		34,632
Certificates of deposit		435,454		424,235
Total	$	846,230	$	847,024

Time deposits of $~~250,000~~$250,000 or more were ~~$33.1~~$28.6 million and ~~$29.1~~$31.7 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

Scheduled maturities of ~~all~~total time deposits at ~~September~~June 30, ~~2017 were~~2018 for each of the next five years are as follows (in thousands):

Year 1	$	221,600	$	246,092
Year 2		174,906		158,562
Year 3		35,418		13,752
Year 4		6,626		4,828
Year 5		7,027		12,220
	$	445,577	$	435,454

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Note 6 – Advances from the Federal Home Loan Bank

Advances from the Federal Home Loan Bank ~~(FHLB)~~ were as follows:

September 30,

December 31,

2017

2016

(in thousands)

Advances with fixed rates from 0.00% to 5.24% and maturities ranging from 2017 through 2033, averaging 1.24% at September 30, 2017 and 0.85% at December 31, 2016
$ 16,847 $ 22,458

	June 30,		December 31,
	2018		2017
	(in thousands)
Short term advances (fixed rates 1.93% to 2.05%) maturing July 2018 to August 2018	$	70,000	$	10,000
Long term advances (fixed rates 0.00% to 5.24%) maturing April 2020 to August 2033		1,630		1,797
Total advances from the Federal Home Loan Bank	$	71,630	$	11,797

~~Scheduled principal payments on~~ FHLB advances ~~during the next five years~~had weighted-average rates of 1.98% at June 30, 2018 and ~~thereafter (in thousands):~~

Advances

Year 1
$ 15,203
Year 2
182
Year 3
492
Year 4
739
Year 5
108
Thereafter
123
$ 16,847

1.48% at December 31, 2017. Each advance is payable ~~based upon the~~per terms ofon agreement, with a prepayment penalty. No prepayment penalties were incurred during ~~2017~~2018 or ~~2016.~~2017. The advances ~~are~~were collateralized by approximately $131.4 million and $130.9 million of first mortgage ~~residential loans. In September~~loans, under a blanket lien arrangement at June 30, 2018 and December 31, 2017, the FHLB notified the Bank of an upgrade to its collateral reporting status from physical delivery status to blanket summary status whereby the FHLB determines borrowing capacity from the eligible book value of qualifying residential loans pledged rather than the discounted market value of loans delivered to physical custody.respectively. At ~~September~~June 30, ~~2017,~~2018, our additional borrowing capacity with the FHLB was ~~$74.8~~$19.4 million.

Scheduled principal payments on the above during the next five years and thereafter (in thousands):

Advances
Year 1
$ 70,173
Year 2
481
Year 3
738
Year 4
99
Year 5
93
Thereafter
46
$ 71,630

Note 7 – Senior Debt

~~On June 30, 2017, the~~The Company ~~entered into~~has a $10.0 million senior secured loan agreement with a commercial bank. The loan matures on June 30,30, 2022. Interest is payable quarterly at a rate of three-month LIBOR plus 250 basis points through June 30, 2020, at which time quarterly principal payments of $250,000 plus interest will commence. The loan is secured by a first priority pledge of 100% of the issued and outstanding stock of the Bank. The Company may prepay any amount due under the promissory note at any time without premium or penalty.

The ~~Company contributed $9.0 million~~ lender retained a portion of the ~~borrowing~~ proceeds ~~to the Bank as common equity Tier 1 capital. The remaining $1.0 million of the borrowing proceeds were retained by the lender~~ in escrow to service quarterly interest payments. At ~~September~~June 30, ~~2017,~~2018, the escrow account had a balance of ~~$903,000.~~$612,000.

The loan agreement contains customary ~~representation~~s,representations, warranties, covenants and events of default, including the following financial covenants: (i) the Company must maintain minimum cash on hand of not less than $750,000 through June 30, 2018, and not less than $2,500,000 thereafter, (ii) the Company must maintain a total risk based capital ratio at least equal to 9% of risk-weighted assets to June 30, 2018, and 10% thereafter, (iii) the Bank must maintain a total risk based capital ratio at least equal to 10% of risk-weighted assets to June 30, 2018, and 11% thereafter, and (iv) non-performing assets of the Bank may not exceed 2.5% of the Bank’s total assets. Both the Company and Bank were in compliance with the covenants as of ~~September~~June 30, ~~2017.~~2018.

Note 8 – Fair Values Measurement

Fair value is the ~~exchange~~exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ~~We use various~~Various valuation techniques are used to determine fair value, including market, income and cost approaches. There are three levels of inputs that may be used to measure fair values:

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

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

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

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In certain cases, the inputs used to measure fair value may fall into different ~~leve~~lslevels of the fair value hierarchy. When that occurs, ~~we classify~~ the fair value hierarchy is classified on the lowest level of input that is significant to the fair value measurement. ~~We used the~~The following methods and significant assumptions are used to estimate fair value.

Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges, if available. This valuation method is classified as Level 1 in the fair value hierarchy. For securities where quoted prices are not available, fair values are calculated on market prices of similar securities, or matrix pricing, which is a mathematical technique used widely 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. Matrix pricing relies on the securities’ relationship to similarly traded securities, benchmark curves, and the benchmarking of like securities. Matrix pricing utilizes observable market inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. In instances where broker quotes are used, these quotes are obtained from market makers or broker-dealers recognized to be market participants. This valuation method is classified as Level 2 in the fair value hierarchy. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators. This valuation method is classified as Level 3 in the fair value hierarchy. Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Impaired Loans: An impaired loan is evaluated at the time the loan is identified as impaired and is recorded at fair value less costs to sell. Fair value is measured based on the value of the collateral securing the loan and is classified as Level 3 in the fair value hierarchy. Fair value is determined using several methods. Generally, the fair value of real estate is determined based on appraisals by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.

Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. These routine adjustments are made to adjust the value of a specific property ~~relative~~relative to comparable properties for variations in qualities such as location, size, and income production capacity relative to the subject property of the appraisal. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

WeManagement routinely apply an internal discount to the value of appraisals used in the fair value evaluation of our impaired loans. The deductions to the appraisal take into account changing business factors and market conditions, as well as potential value impairment in cases where our appraisal date predates a likely change in market conditions. These deductions range from 10% for routine real estate collateral to 25% for real estate that is determined (1) to have a thin trading market or (2) to be specialized collateral. This is in addition to estimated discounts for cost to sell of six to ten percent.

WeManagement also apply discounts to the expected fair value of collateral for impaired loans where the likely resolution involves ~~litigati~~onlitigation or foreclosure. Resolution of this nature generally results in receiving lower values for real estate collateral in a more aggressive sales environment. ~~We have utilized discounts~~Discounts ranging from 10% to 33% have been utilized in our impairment evaluations when applicable.

Im~~paired~~Impaired loans are evaluated quarterly for additional impairment. ~~We obtain~~Management obtains updated appraisals on properties securing our loans when circumstances are warranted such as at the time of renewal or when market conditions have significantly changed. This determination is made on a property-by-property basis in light of circumstances in the broader economic climate and ~~our~~the assessment of deterioration of real estate values in the market in which the property is located. The first stage of ~~our~~management’s assessment involves management’s inspection of the property in question. Management also engages in conversations with local real estate professionals, investors, and market participants to determine the likely marketing time and value range for the property. The second stage involves an assessment of current trends in the regional market. After thorough consideration of these factors, management will either internally evaluate fair value or order a new appraisal.

Other Real Estate Owned (OREO): OREO is evaluated at the time of acquisition and recorded at fair value as determined by independent appraisal or internal evaluation less cost to sell. ~~Our quarterly~~Quarterly evaluations of OREO for impairment are driven by property type. For smaller dollar single family homes, ~~we consult~~management consults with staff from ~~our~~the Bank’s special assets group as well as external realtors and appraisers. Based on these consultations, ~~we determine~~management determines asking prices for OREO properties ~~we are marketing~~being marketed for sale. If the internally evaluated fair value or asking price is below ~~our~~the recorded investment in the property, appropriate write-downs are taken.

For larger dollar commercial real estate properties, ~~we obtain~~management obtains a new appraisal of the subject property or ~~have~~has staff in ~~our~~the special assets group evaluate the latest in-file appraisal in connection ~~wit~~hwith the transfer to ~~other real estate owned. We~~OREO. Management generally ~~obtain~~obtains updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent. When an asking price is lowered below the most recent appraised value, appropriate write-downs are taken.

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Management routinely ~~apply~~applies an internal discount to the value of appraisals used in the fair value evaluation of ~~our~~ OREO. The deductions to the appraisal take into account changing business factors and market conditions, as well as potential value impairment in cases where our appraisal date predates a likely change in market conditions. These deductions range from 10% for routine real estate collateral to 25% for real estate that is determined (1) to have a thin trading market or (2) to be specialized collateral. This is in addition to estimated discounts for cost to sell of six to ten percent.

Financial assets measured at fair value on a recurring basis at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 are summarized below:

			Fair Value Measurements at September 30, 2017 Using								Fair Value Measurements at June 30, 2018 Using
			(in thousands)								(in thousands)
			Quoted Prices In				Significant				Quoted Prices In				Significant
			Active Markets for		Significant Other		Unobservable				Active Markets for		Significant Other		Unobservable
	Carrying		Identical Assets		Observable Inputs		Inputs		Carrying		Identical Assets		Observable Inputs		Inputs
Description	Value		(Level 1)		(Level 2)		(Level 3)		Value		(Level 1)		(Level 2)		(Level 3)
Available for sale securities
Available for sale securities
U.S. Government and federal agency	$	29,708	$	—	$	29,708	$	—	$	24,086	$	—	$	24,086	$	—
Agency mortgage-backed: residential		91,735		—		91,735		—		82,903		—		82,903		—
Collateralized loan obligations		23,526		—		23,526		—		29,905		—		29,905		—
State and municipal		1,661		—		1,661		—		33,071		—		33,071		—
Corporate bonds		3,167		—		3,167		—		8,931		—		8,931		—
Total	$	149,797	$	—	$	149,797	$	—	$	178,896	$	—	$	178,896	$	—

Fair Value Measurements at December 31, 2016 Using

(in thousands)

Description

Carrying
Value

Quoted Prices In
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Available for sale securities

U.S. Government and federal agency
$ 34,099 $ — $ 34,099 $ —
Agency mortgage-backed: residential
102,353 — 102,353 —
Collateralized loan obligations
11,203 — 11,203 —
State and municipal
2,045 — 2,045 —
Corporate bonds
3,090 — 3,090 —
Total
$ 152,790 $ — $ 152,790 $ —

			Fair Value Measurements at December 31, 2017 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. Government and federal agency	$	21,624	$	—	$	21,624	$	—
Agency mortgage-backed: residential		64,965		—		64,965		—
Collateralized loan obligations		25,505		—		25,505		—
State and municipal		33,710		—		33,710		—
Corporate bonds		6,916		—		6,916		—
Total	$	152,720	$	—	$	152,720	$	—

There were no transfers between Level 1 and Level 2 during ~~2017~~2018 or ~~2016.~~2017.

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Financial assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements at September 30, 2017 Using
			(in thousands)
	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
											Fair Value Measurements at June 30, 2018 Using
											(in thousands)
Description										Carrying Value	Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans:
Commercial	$	87	$	—	$	—	$	87	$	87	$	—	$	—	$	87
Commercial real estate:
Construction		—		—		—		—		—		—		—		—
Farmland		—		—		—		—		124		—		—		124
Nonfarm nonresidential		—		—		—		—		—		—		—		—
Residential real estate:
Multi-family		—		—		—		—		—		—		—		—
1-4 Family		1,236		—		—		1,236		1,194		—		—		1,194
Consumer		—		—		—		—		—		—		—		—
Agriculture		—		—		—		—		—		—		—		—
Other		—		—		—		—		—		—		—		—
Other real estate owned:
Commercial real estate:
Construction, land development, and other land		6,200		—		—		6,200
Construction, land development, and other land										4,010		—		—		4,010
Farmland		74		—		—		74		—		—		—		—
Nonfarm nonresidential		—		—		—		—		—		—		—		—
Residential real estate:
Multi-family		—		—		—		—		—		—		—		—
1-4 Family		56		—		—		56		500		—		—		500

Fair Value Measurements at December 31, 2016 Using

(in thousands)

Carrying
Value

Quoted Prices In
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Description

Impaired loans:

Commercial
$ 87 $ — $ — $ 87
Commercial real estate:

Construction
— — — —
Farmland
585 — — 585
Nonfarm nonresidential
— — — —
Residential real estate:

Multi-family
— — — —
1-4 Family
1,261 — — 1,261
Consumer
— — — —
Agriculture
59 — — 59
Other
— — — —
Other real estate owned:

Commercial real estate:

Construction, land development, and other land
6,571 — — 6,571
Farmland
— — — —
Nonfarm nonresidential
— — — —
Residential real estate:

Multi-family
— — — —
1-4 Family
250 — — 250

			Fair Value Measurements at December 31, 2017 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans:
Commercial	$	87	$	—	$	—	$	87
Commercial real estate:
Construction		—		—		—		—
Farmland		—		—		—		—
Nonfarm nonresidential		—		—		—		—
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		957		—		—		957
Consumer		—		—		—		—
Agriculture		—		—		—		—
Other		—		—		—		—
Other real estate owned, net:
Commercial real estate:
Construction		4,335		—		—		4,335
Farmland		74		—		—		74
Nonfarm nonresidential		—		—		—		—
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		—		—		—		—

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $1.7 million at ~~September~~June 30, ~~2017~~2018 with a valuation allowance of ~~$399,000,~~$319,000, resulting ~~in $171,000 and $29,000~~ in additional provision for loan losses of $37,000 and $91,000, respectively, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively.~~2018. Impaired loans had a carrying amount of ~~$2.5~~$1.3 million with a valuation allowance of ~~$309,000,~~$228,000, resulting in ~~$220,000 and~~ no additional provision for loan losses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. At December 31, ~~2016,~~2017, impaired loans had a carrying amount of ~~$2.4~~$1.3 million, with a valuation allowance of ~~$370,000.~~$219,000.

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OREO,, which is measured at the lower of carrying or fair value less costs to sell, had a net carrying amount of ~~$6.3~~$4.5 million as of ~~September~~June 30, 2018, compared with $6.3 million at June 30, 2017 ~~compared with $6.8~~and $4.4 million at December 31, ~~2016.~~2017. Write-downs of ~~$98,000~~$265,000 and $325,000, respectively, were recorded on OREO for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to no write-downs ~~of $761,000 and $1.6 million~~ for the ~~three and nine~~six months ended ~~September~~June 30, ~~2016, respectively.~~2017.

The ~~followi~~ngfollowing table presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at ~~September~~June 30, ~~2017:~~2018:

Fair Value

Valuation
Technique(s)

Unobservable Input(s)

Range (Weighted
Average)

(in thousands)

Impaired loans – Residential real estate
$ 1,236
Sales comparison approach

Adjustment for differences between the comparable sales
0% - 34% (11%)

Other real estate owned – Commercial real estate
$ 6,274
Sales comparison approach

Adjustment for differences between the comparable sales
0% - 11% (5%)

Income approach Discount or capitalization rate 18% (18%)

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)

Impaired loans – Residential real estate	$	1,194	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	26%	(9%)

Other real estate owned – Commercial real estate	$	4,010	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	35%	(18%)

			Income approach	Discount or capitalization rate		25%		(25%)

The ~~following~~following table presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, ~~2016:~~2017:

Fair Value

Valuation
Technique(s)

Unobservable Input(s)

Range (Weighted
Average)

(in thousands)

Impaired loans – Residential real estate
$ 1,261
Sales comparison approach

Adjustment for differences between the comparable sales
0% - 22% (9%)

Other real estate owned – Commercial real estate
$ 6,571
Sales comparison approach

Adjustment for differences between the comparable sales
0% - 20% (9%)

Income approach Discount or capitalization rate 18% - 20% (19%)

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)

Impaired loans – Residential real estate	$	957	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	26%	(9%)

Other real estate owned – Commercial real estate	$	4,409	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	35%	(18%)

			Income approach	Discount or capitalization rate		25%		(25%)

Carrying amount and estimated fair values of financial instruments were as follows for the periods indicated:

			Fair Value Measurements at September 30, 2017 Using										Fair Value Measurements at June 30, 2018 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total		Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)										(in thousands)
Financial assets
Cash and cash equivalents	$	47,369	$	27,815	$	19,554	$	—	$	47,369	$	40,547	$	7,013	$	33,534	$	—	$	40,547
Securities available for sale		149,797		—		149,797		—		149,797		178,896		—		178,896		—		178,896
Securities held to maturity		41,424		—		43,397		—		43,397
Federal Home Loan Bank stock		7,323		N/A		N/A		N/A		N/A		7,323		N/A		N/A		N/A		N/A
Loans, net		673,534		—		—		673,616		673,616		740,654		—		—		727,191		727,191
Accrued interest receivable		3,285		—		1,137		2,148		3,285		3,200		—		1,100		2,100		3,200
Financial liabilities
Deposits	$	866,847	$	133,896	$	719,827	$	—	$	853,723	$	846,230	$	136,553	$	709,201	$	—	$	845,754
Federal Home Loan Bank advances		16,847		—		16,865		—		16,865		71,630		—		71,586		—		71,586
Subordinated capital note		2,475		—		—		2,458		2,458
Junior subordinated debentures		21,000		—		—		19,087		19,087		21,000		—		—		15,271		15,271
Senior debt		10,000		—		—		10,000		10,000		10,000		—		—		9,788		9,788
Accrued interest payable		1,284		—		366		918		1,284		547		—		493		54		547

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			Fair Value Measurements at December 31, 2016 Using										Fair Value Measurements at December 31, 2017 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total		Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)										(in thousands)
Financial assets
Cash and cash equivalents	$	66,316	$	31,091	$	35,225	$	—	$	66,316	$	34,103	$	8,137	$	25,966	$	—	$	34,103
Securities available for sale		152,790		—		152,790		—		152,790		152,720		—		152,720		—		152,720
Securities held to maturity		41,818		—		43,072		—		43,072
Federal Home Loan Bank stock		7,323		N/A		N/A		N/A		N/A		7,323		N/A		N/A		N/A		N/A
Loans held for sale												70		—		70		—		70
Loans, net		630,269		—		—		632,528		632,528		703,913		—		—		703,263		703,263
Accrued interest receivable		3,137		—		1,203		1,934		3,137		3,136		—		925		2,211		3,136
Financial liabilities
Deposits	$	849,925	$	124,395	$	712,458	$	—	$	836,853	$	847,024	$	137,386	$	693,320	$	—	$	830,706
Federal Home Loan Bank advances		22,458		—		22,475		—		22,475		11,797		—		11,799		—		11,799
Subordinated capital note		3,150		—		—		3,091		3,091
Subordinated capital notes												2,250		—		—		2,246		2,246
Junior subordinated debentures		21,000		—		—		13,263		13,263		21,000		—		—		19,090		19,090
Senior Debt												10,000		—		—		10,000		10,000
Accrued interest payable		734		—		369		365		734		1,475		—		357		1,118		1,475

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

~~(a)~~(a) Cash and Cash Equivalents

The carrying ~~amounts~~amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2. ~~Non-interest~~Noninterest bearing deposits are Level 1 whereas interest bearing due from bank accounts and fed funds sold are Level 2.

(b) FHLB Stock

It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

~~Fair~~At June 30, 2018, fair values of loans, excluding loans held for sale, are determined using an estimated exit price. Contractual cash flow estimates are projected using a loan’s balance, interest rate, repricing characteristics, maturity and payment amounts. Loans are grouped into homogenous pools for valuation purposes based on type and credit risk metrics. Contractual cash flows are adjusted for potential prepayment estimates, as well as potential defaults over the expected life of each pool. A discount rate is determined based upon current financial conditions and the nature of the cash flow forecast. The resulting exit price for the portfolio is a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously.

At December 31, 2017, fair values of loans, excluding loans held for sale, was estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values ~~are~~were based on carrying values resulting in a Level 3 classification. Fair values for other loans ~~are~~were estimated using discounted cash flow analyses, using interest rates ~~currently~~ being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans dodid not necessarily represent an exit price.

(d)(d) Loans Held for Sale

The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

(e) Deposits

The fair values ~~disclosed~~ for non-interest bearing non-maturity deposits are, by definition, equal to the amount payable on demand at the reporting date resulting in a Level 1 classification. The carrying amounts of ~~variable rat~~e interest bearing non-maturity deposits approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for ~~fixed rate~~ interest bearing time deposits are estimated using a discounted cash ~~flows calculation~~flow calculations that ~~applies interest~~utilize the contract rate of the deposits discounted at current market rates ~~currently being offered on certificates to a schedule of aggregated expected monthly~~for like maturities ~~on time deposits~~ resulting in a Level 2 classification.

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(e)(f) Other Borrowings

~~The~~At June 30, 2018, fair values of ~~the Company~~’s FHLB advances are determined using an estimated exit price. Contractual cash flow estimates are projected for each advance utilizing contractual interest rates, repricing characteristics, maturities and payment amounts. Contractual cash flows are adjusted for potential prepayment estimates. A discount rate is determined based upon current market conditions and the nature of the cash flow forecast. The resulting exit price for FHLB advances is a Level 2 classification. At December 31, 2017, the fair values of FHLB advances were estimated using discounted cash flow analyses based on the current borrowing rates resulting in a Level 2 classification.

~~The~~At June 30, 2018, fair values of junior subordinated debentures and senior debt are determined using an estimated exit price. Contractual cash flow estimates are projected for each instrument utilizing contractual interest rates, repricing characteristics, maturities and payment amounts. Contractual cash flows are adjusted for potential prepayment estimates and credit risk. A discount rate is determined based upon current market conditions and the ~~Company~~’snature of the cash flow forecast. The resulting exit price is a Level 3 classification. At December 31, 2017, the fair values of subordinated capital notes, junior subordinated debentures, and senior debt ~~are~~were estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

(f)(g) Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 c~~lassification~~classification based on the level of the asset or liability with which the accrual is associated.

Note 9 – Income Taxes

Deferred tax assets and liabilities were due to the following as of:

	September 30,			December 31,			June 30,		December 31,
	2017			2016			2018		2017
	(in thousands)						(in thousands)
Deferred tax assets:
Net operating loss carry-forward	$	43,515		$	42,094		$	24,795	$	25,645
Allowance for loan losses		3,142			3,139			1,802		1,723
Other real estate owned write-down		3,401			3,366
OREO write-down								2,500		2,432
Alternative minimum tax credit carry-forward		692			692			346		692
Net assets from acquisitions		617			674			324		358
Net unrealized loss on securities		209			867			637		169
New market tax credit carry-forward		208			208			208		208
Nonaccrual loan interest		477			481			265		271
Accrued expenses		193			3,860
Accrued expenses								138		172
Deferred compensation		463			465			272		277
Other		394			360			203		241
		53,311			56,206			31,490		32,188

Deferred tax liabilities:
FHLB stock dividends		928			928			557		557
Fixed assets		70			89			67		68
Deferred loan costs		266			274			144		152
Other		145			866			99		98
		1,409			2,157			867		875
Net deferred tax assets before valuation allowance		51,902			54,049
Valuation allowance		(51,902	)		(54,049	)
Net deferred tax asset	$	—		$	—		$	30,623	$	31,313

~~Our estimate~~At June 30, 2018, the Company had net operating loss carryforwards (“NOLs”) of ~~our ability~~$118.1 million, which will begin to ~~realize the deferred~~expire in 2031. As of June 30, 2018, a total of $346,000 in alternative minimum tax asset depends on our estimate of projected future levels of taxable income. In analyzing future taxable income levels, we considered all evidence currently available, both positive and negative. Based on our analysis, we established a valuation allowance for all deferred taxcredit carry-forward was reclassified to other assets as ~~of December 31, 2011. The valuation allowance remains in effect as of September 30, 2017.~~it is currently refundable for the 2018 tax year.

The Company does not have any beginning and ending unrecognized tax benefits. The Co~~mpany~~Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months. There were no interest and penalties recorded in the income statement or accrued for the three or ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 or ~~September~~June 30, ~~2016~~2017 related to unrecognized tax benefits.

Under Section 382 of the Internal Revenue Code, as amended (“Section 382”), the Company’s ~~its~~ net operating loss carryforwards ~~(“NOLs”)~~ and other deferred tax assets can generally be used to offset future taxable income and therefore reduce federal income tax obligations. However, the Company's ability to use its NOLs would be limited if there was an “ownership change” as defined by Section 382. This would occur if shareholders owning (or deemed to own under the tax rules) 5% or more of the Company's voting and non-voting common shares increase their aggregate ownership of the Company by more than 50 percentage points over a defined period of time.

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In 2015, the Company took two measures to preserve the value of its NOLs. First, wethe Company adopted a tax benefits preservation plan designed to reduce the likelihood of an “ownership change” occurring as a result of purchases and sales of the Company's common shares. Upon adoption of this plan, the Company declared a dividend of one preferred stock purchase right for each common share outstanding as of the close of business on July 10, 2015. Any shareholder or group that acquires beneficial ownership of 5% or more of the Company (an “acquiring person”) could be subject to significant dilution in its holdings if the Company's Board of Directors does not approve such acquisition. Existing shareholders holding 5% or more of the Company will not be considered acquiring persons unless they acquire additional shares, subject to certain exceptions described in the plan. In addition, the Board of Directors has the discretion to exempt certain transactions and certain persons whose acquisition of securities is determined by the Board not to jeopardize the Company's deferred tax assets. The rights ~~will~~plan was extended in May 2018 to expire upon the earlier of (i) June ~~29, 2018,~~30, 2021, (ii) the beginning of a taxable year with respect to which the Board of Directors determines that no tax benefits may be carried forward, (iii) the repeal or amendment of Section 382 or any successor statute, if the Board of Directors determines that the plan is no longer needed to preserve the tax benefits, and (iv) certain other events as described in the plan.

On September 23, 2015, ~~our~~ the Company’s shareholders approved an amendment to ~~the Company’s~~its articles of incorporation to further help protect the long-term value of the Company’s NOLs. The amendment provides a means to block transfers of our common shares that could result in an ownership change under Section 382. The transfer restrictions were extended in May 2018 by shareholder vote and will expire on the earlier of (i) ~~September~~May 23, ~~2018,~~2021, (ii) the beginning of a taxable year with respect to which the Board of Directors determines that no tax benefit may be carried forward, (iii) the repeal of Section 382 or any successor statute if our Board determines that the transfer restrictions are no longer needed to preserve the tax benefits of our NOLs, or (iv) such date as the Board otherwise determines that the transfer restrictions are no longer necessary.

The Company and its ~~subsidiaries~~subsidiaries are subject to U.S. federal income tax and the Company is subject to income tax in the Commonwealth of Kentucky. The Company is no longer subject to examination by taxing authorities for years before 2014.

Note 10 – Stock Plans and Stock Based Compensation

S~~hares~~Shares available for issuance under the ~~2016~~2018 Omnibus Equity Compensation Plan (“~~2016~~2018 Plan”) total ~~25,000.~~329,871. Shares issued to employees under the plan vest annually on the anniversary date of the grant ~~generally~~ over three ~~to four~~ years.

~~The Company~~ also maintains the Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan (“2006 Director Plan”) pursuant to which 2,834 shares remain available for issuance as annual awards of restricted stock to the Company’s non-employee directors. Shares issued annually to non-employee directors have a fair market value of $25,000 and vest on December 31 in the year of grant.

The fair value of t~~he 2017~~the 2018 unvested shares issued was ~~$365,000,~~$629,000, or ~~$9.64~~$13.93 per weighted-average share. The Company recorded ~~$129,000~~$99,000 and ~~$271,000~~$163,000 of stock-based compensation to salaries ~~and employee benefits~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and ~~$148,000~~$88,000 and ~~$315,000~~$142,000 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively. ~~We expect~~Management expects substantially all of the unvested shares outstanding at the end of the period to vest according to the vesting schedule. NoA deferred tax benefit of $21,000 and $34,000 was recognized related to this expense ~~for either period.~~during the three and six months ended June 30, 2018, respectively, and no deferred tax benefit during the three and six months ended June 30, 2017.

The following table summarizes unvested ~~shar~~eshare activity as of and for the periods indicated for the Stock ~~Incentive~~Compensation Plan:

Nine Months Ended

Twelve Months Ended

September 30, 2017

December 31, 2016

Weighted

Weighted

Average

Average

Grant

Grant

Shares

Price

Shares

Price

Outstanding, beginning
179,513 $ 4.89 184,482 $ 4.81
Granted
37,865 9.64 35,465 9.10
Vested
(58,650
)
4.67 (38,462
)
8.32
Forfeited
(1,316
)
9.35 (1,972
)
6.16
Outstanding, ending
157,412 $ 6.08 179,513 $ 4.89

	Six Months Ended					Twelve Months Ended
	June 30, 2018					December 31, 2017
				Weighted					Weighted
				Average					Average
				Grant					Grant
	Shares			Price		Shares			Price
Outstanding, beginning		142,334		$	5.67		179,513		$	4.89
Granted		45,129			13.93		37,865			9.64
Vested		(66,164	)		5.39		(73,728	)		5.75
Forfeited		—			—		(1,316	)		9.35
Outstanding, ending		121,299		$	8.89		142,334		$	5.67

Unrecognized stock based compensation expense related to unvested shares for the remainder of ~~201~~72018 and beyond is estimated as follows (in thousands):

October 2017 – December 2017
$ 129
2018
258
2019
99
2020 & thereafter
25

July 2018 – December 2018	$	338
2019		258
2020		184
2021		66

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Note 11 – Earnings per Share

The factors used in the basic and diluted earnings per share computations follow:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in thousands, except share and per share data)								(in thousands, except share and per share data)

Net income	$	1,794	$	1,393	$	5,183	$	3,885	$	1,983	$	1,709	$	3,917	$	3,389
Less:
Earnings allocated to unvested shares		45		46		133		129		27		42		66		88
Net income available to common shareholders, basic and diluted	$	1,749	$	1,347	$	5,050	$	3,756
Net income available to common shareholders, basic and diluted									$	1,956	$	1,667	$	3,851	$	3,301

Basic
Weighted average common shares including unvested common shares outstanding		6,259,864		6,223,045		6,245,418		5,897,617		7,424,742		6,250,169		6,858,228		6,238,075
Less:
Weighted average unvested common shares		157,412		206,829		160,825		195,412		101,505		153,188		115,115		161,963
Weighted average common shares outstanding		6,102,452		6,016,216		6,084,593		5,702,205		7,323,237		6,096,981		6,743,113		6,076,112
Basic income per common share	$	0.29	$	0.22	$	0.83	$	0.66	$	0.27	$	0.27	$	0.57	$	0.54

Diluted
Add: Dilutive effects of assumed exercises of common stock warrants		—		—		—		—		—		—		—		—
Weighted average common shares and potential common shares		6,102,452		6,016,216		6,084,593		5,702,205		7,323,237		6,096,981		6,743,113		6,076,112
Diluted income per common share	$	0.29	$	0.22	$	0.83	$	0.66	$	0.27	$	0.27	$	0.57	$	0.54

The Company had no outstanding stock options at ~~September~~June 30, ~~2017~~2018 or ~~2016.~~2017. A warrant for the purchase of 66,113 shares of the Company’s common stock at an exercise price of $79.41 was outstanding at ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, but was not included in the diluted EPS computation as inclusion would have been anti-dilutive. The warrant is exercisable at the holder’s option through November 21, 2018.

Note 12 – Regulatory Capital ~~Requirements and Restrictions on Retained Earnings~~Matters

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can ~~initiate~~result in regulatory action.

The final rules implementing Basel Committee on Banking ~~Supervision~~’sSupervision’s capital guidelines for U.S. Banks (Basel III rules) became effective for the Company and Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule through January 1, 2019. The final rules allowed banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and the Bank opted out of this requirement. The rules also establish a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital ratios. Once the capital conservation buffer is fully phased in, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0%, a Tier 1 risk-based capital ratio of 8.5%, and a total risk-based capital ratio of 10.5%. The ~~phase-in of the~~ capital conservation buffer ~~requirement began in January 2016 at 0.625% of risk-weighted assets with increases to~~for 2018 is 1.875% and 1.25% ~~in 2017, 1.875% in 2018, and 2.5% in 2019.~~for 2017. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum levels plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

~~The Bank is no longer subject to a consent order with the Federal Deposit Insurance Corporation and Kentucky Department of Financial Institutions. We were notified that the Bank’s prior consent order was terminated, effective October 31, 2017.~~

On September 21, 2011, we entered into a Written Agreement with the Federal Reserve Bank of St. Louis. In the Agreement, we made formal commitments to use our financial and management resources to serve as a source of strength for the Bank, to assist the Bank in addressing weaknesses identified in a consent order with the FDIC and KDFI (which has since been terminated), to pay no dividends without prior written approval, to pay no interest or principal on trust preferred securities without prior written approval, and to submit an acceptable plan to maintain sufficient capital.

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The following tables show the ratios (excluding capital conservation buffer) and amounts of common equity Tier 1, Tier 1 capital, and total capital to risk-adjusted assets and the leverage ratios for the Company and the Bank at the dates ~~indicated. Regulatory minimums for capital adequacy purposes are prompt corrective action standards. Dollars are~~indicated (dollars in ~~thousands:~~thousands):

	Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2017:
Total risk-based capital (to risk-weighted assets)
As of June 30, 2018:
Total risk-based capital (to risk- weighted assets)
Consolidated																$	97,321		11.76	%	$	66,220		8.00	%		N/A		N/A
Bank																	101,397		12.26			66,143		8.00		$	82,679		10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	$	76,402		10.05	%	$	60,833		8.00	%		N/A		N/A			86,201		10.41			49,665		6.00			N/A		N/A
Bank		84,299		11.10			60,761		8.00		$	75,951		10.00	%		92,817		11.23			49,608		6.00			66,143		8.00
Total common equity Tier 1 risk-based capital (to risk-weighted assets)
Consolidated		41,719		5.49			34,219		4.50			N/A		N/A			73,838		8.92			37,249		4.50			N/A		N/A
Bank		73,387		9.66			34,178		4.50			49,368		6.50			92,817		11.23			37,206		4.50			53,742		6.50
Tier 1 capital (to risk-weighted assets)
Consolidated		55,613		7.31			45,625		6.00			N/A		N/A
Bank		73,387		9.66			45,571		6.00			60,761		8.00
Tier 1 capital (to average assets)
Consolidated		55,613		5.85			38,056		4.00			N/A		N/A			86,201		8.70			39,612		4.00			N/A		N/A
Bank		73,387		7.73			37,986		4.00			47,482		5.00			92,817		9.37			39,604		4.00			49,505		5.00

	Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Minimum Requirement for Capital Adequacy Purposes					Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2016:
Total risk-based capital (to risk-weighted assets)
As of December 31, 2017:
Total risk-based capital (to risk- weighted assets)
Consolidated																$	83,072		10.55	%	$	63,014		8.00	%		N/A		N/A
Bank																	91,305		11.61			62,938		8.00		$	78,672		10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	$	71,109		10.21	%	$	55,714		8.00	%		N/A		N/A			66,487		8.44			47,260		6.00			N/A		N/A
Bank		68,773		9.88			55,663		8.00		$	69,579		10.00	%		81,393		10.35			47,203		6.00			62,938		8.00
Total common equity Tier 1 risk-based capital (to risk-weighted assets)
Consolidated		36,199		5.20			31,339		4.50			N/A		N/A			54,535		6.92			35,445		4.50			N/A		N/A
Bank		57,642		8.28			31,311		4.50			45,226		6.50			81,393		10.35			35,403		4.50			51,137		6.50
Tier 1 capital (to risk-weighted assets)
Consolidated		48,713		6.99			41,786		6.00			N/A		N/A
Bank		57,642		8.28			41,747		6.00			55,663		8.00
Tier 1 capital (to average assets)
Consolidated		48,713		5.27			36,975		4.00			N/A		N/A			66,487		7.11			37,392		4.00			N/A		N/A
Bank		57,642		6.24			36,949		4.00			46,186		5.00			81,393		8.70			37,421		4.00			46,777		5.00

N/A: Not applicable. Regulatory framework does not define well capitalized for holding companies.

Kentucky banking laws limit the amount of dividends that may be paid to a holding company by its subsidiary banks without prior approval. ~~The~~These laws limit the amount of dividends that may be paid in any calendar year to current ~~year~~’syear’s net income, as defined in the laws, combined with the retained net income of the preceding two years, less any dividends declared during those periods. In addition, a bank must have positive retained earnings.

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Note 13 – Off Balance Sheet Risks, Commitments, and Contingent Liabilities

The Company, in the normal course of business, is party to financial ~~instrumen~~tsinstruments with off balance sheet risk. The financial instruments include commitments to extend credit and standby letters of credit. The contract or notional amounts of these instruments reflect the potential future obligations of the Company pursuant to those financial instruments. Creditworthiness for all instruments is evaluated on a case-by-case basis in accordance with the Company’s credit policies. Collateral from the client may be required based on the Company’s credit evaluation of the client and may include business assets of commercial clients, as well as personal property and real estate of individual clients or guarantors.

An approved but unfunded loan commitment represents a potential credit risk and a liquidity risk, since the ~~Company~~’sCompany’s client(s) may demand immediate cash that would require funding. In addition, unfunded loan commitments represent interest rate risk as market interest rates may rise above the rate committed to the Company’s client. Since a portion of these loan commitments normally expire unused, the total amount of outstanding commitments at any point in time may not require future funding. Commitments to make loans are generally made for periods of one year or less.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. The terms andand risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending credit. In addition to credit risk, the Company also has liquidity risk associated with standby letters of credit because funding for these obligations could be required immediately. The Company does not deem this risk to be material. No liability is currently established for standby letters of credit.

The following table presents the contractual amounts of financial ~~instruments~~instruments with off-balance sheet risk for each period ended:

	September 30, 2017				December 31, 2016				June 30, 2018				December 31, 2017
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate		Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
	(in thousands)								(in thousands)
Commitments to make loans	$	32,645	$	30,764	$	19,445	$	18,347	$	10,036	$	17,075	$	27,349	$	31,412
Unused lines of credit		7,252		58,107		7,935		51,407		8,193		55,967		11,034		57,727
Standby letters of credit		527		372		582		360		527		1,748		2,216		373

Commitments to make loans are generally made for periods of one year or less.

In connection with the purchase of t~~hree~~ loan participations, the Bank entered into ~~three~~ risk participation agreements, which had notional amounts totaling $19.8 million at ~~September~~June 30, ~~2017~~2018 and ~~$14.6 million at~~ December 31, ~~2016.~~2017.

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. Litigation is subject to inherent uncertainties and unfavorable rulings could occur. The Company records contingent liabilities resulting from claims against it when a loss is assessed to be probable and the amount of the loss is reasonably estimable. Accruals are not made in cases where liability is not probable or the amount cannot be reasonably estimated. Assessing probability of loss and estimating probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third party claimants and courts. Recorded contingent liabilities are based on the best information available and actual losses in any future period are inherently uncertain. Based upon current knowledge and after consultation with counsel, the Company believes pending legal proceedings or claims should not have a material impact on its financial position or results of operations. However, in light of the uncertainties involved in such proceedings, the outcome of a particular matter may be material to the financial position or results of operations for a particular reporting period in the future.

On October 17, 2014, the United ~~States Department~~States Attorney’s Office for the Eastern District of ~~Justice~~Virginia (the “DOJ”) notified the Bank that it was the subject of an investigation into possible violations of federal laws, including, among other things, possible violations related to false bank entries, bank fraud and securities fraud. The investigation ~~concerns~~concerned allegations that Bank personnel engaged in practices intended to delay or avoid disclosure of the Bank’s asset quality at the time of and following the United States Treasury’s purchase of preferred shares from the Company in November 2008. The Bank ~~has~~ cooperated with all requests for information from DOJ and was informed during the ~~DOJ. At this time,~~second quarter of 2018 that it is no longer the ~~DOJ has not indicated whether it intends to pursue any action in the matter.~~subject of investigation.

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Note 14 – Revenue from Contracts with Customers

The Company adopted ASC 606 using the full retrospective method. The adoption of ASC 606 for in-scope revenue streams did not result in a cumulative effect adjustment. Bank card interchange income and expenses were previously reported net in non-interest income. The income statement impact of adopting ASC 606 resulted in a reclassification adjustment of $139,000 and $263,000 related to the three and six months ended June 30, 2017, respectively, between bank card interchange income and deposit account related expense in order to report debit card interchange income gross and provide a comparable disclosure for 2018 and 2017 results. This reclassification adjustment had no impact on previously reported net income for the three or six months ended June 30, 2017.

All of the Company’s revenue from customers in the scope of ASC 606 is recognized within non-interest income. A description of the Company’s revenue streams accounted for under ASC 606 follows:

Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges are withdrawn from the customer’s account balance.

Bank Card Interchange Income: The Company earns interchange fees from bank cardholder transactions conducted through the Shazam payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Prior to adopting ASC 606, the Company reported bank card interchange fees net of expenses. Under ASC 606, bank card interchange fees are reported gross.

Gains/Losses on Sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assess whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. The Company did not finance any OREO sale during 2018 or 2017. Gains and losses on sales of OREO are netted with OREO expense and reported in non-interest expense.

Other Non-interest Income: Other non-interest income includes revenue from several sources that are within the scope of ASC 606, including title insurance commissions, income from secondary market loan sales, and other transaction-based revenue that is individually immaterial. Other non-interest income included approximately $115,000 and $154,000 of revenue for the three and six months ended June 30, 2018, respectively, within the scope of ASC 606. Other non-interest income included approximately $245,000 and $336,000 of revenue for the three and six months ended June 30, 2017, respectively, within the scope of ASC 606. The remaining other non-interest income for the three and six months is excluded from the scope of ASC 606.

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

This item analyzes ~~our~~the Company’s financial condition, change in financial condition and results of operations. It should be read in conjunction with the unaudited consolidated financial statements and accompanying notes presented in Part I, Item 1 of this report.

~~Cautionary~~Preliminary Note ~~Regarding~~Concerning Forward-Looking Statements

This ~~repo~~rtreport contains statements about the future expectations, ~~actions~~activities and events that constitute forward-looking statements. Forward-looking statements express our beliefs, assumptions and expectations ~~about~~of our future financial and operating performance and growth plans, taking into account information currently available to us. These statements are not statements of historical fact. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “seek,” “plan,” “strive” or similar words, or the negatives of these words, identify forward-looking statements.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include the assumptions or bases underlying the forward-looking statement. Management has made assumptions and bases in good faith and believe they are reasonable. However, that estimates based on such assumptions or bases frequently differ from actual results, and the differences can be material. The forward-looking statements included in this report speak only as of the date of the report. Management does not intend to update these statements unless required by applicable laws.

Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we expressed or implied in any forward-looking statements. These risks and uncertainties can be difficult to predict and may be out of ~~our~~management’s control. Factors that could contribute to differences in ~~our~~ results include, but are not limited to the following:

●

~~A significant percentage of our loan portfolio is comprised of non-owner occupied commercial real estate loans, real estate construction~~Changes in fiscal, monetary, regulatory and ~~development loans, and multi-family residential real estate loans, all of which carry a higher degree of risk.~~tax policies;

●

~~We continue to hold other real estate owned (“OREO”) properties, which could increase operating expenses~~Changes in political and ~~result in future losses.~~economic conditions;

●

~~Our decisions regarding credit risk may not be accurate,~~The magnitude and ~~our allowance for loan losses may not be sufficient~~frequency of changes to ~~cover actual losses.~~the Federal Funds Target Rate implemented by the Federal Open Market Committee of the Federal Reserve Bank;

●
Long-term and short-term interest rate fluctuations as well as the overall steepness of the yield curve;

●
~~Our ability to pay cash dividends on our common~~Competitive product and preferred shares and pay interest on the junior subordinated debentures that relate to our trust preferred securities is currently restricted. Our inability to resume paying interest on our trust preferred securities could adversely affect our common and preferred shareholders.pricing pressures;

~~We also refer you to Part II, Item 1A~~ ~~– Risk Factors in this report and to the risks identified and the cautionary statements discussed in greater detail in our December 31, 2016 Annual Report on Form 10-K.~~
●
Equity and fixed income market fluctuations;
●
Client bankruptcies and loan defaults;
●
Inflation;
●
Recession;
●
Natural disasters impacting Company operations;
●
Future acquisitions;
●
Integrations of acquired businesses;
●
Changes in technology and regulations or the interpretation and enforcement thereof;
●
Changes in accounting standards;
●
Changes to the Company’s overall internal control environment;
●
Success in gaining regulatory approvals when required;
●
Information security breaches or cyber security attacks involving either the Company or one of the Company’s third-party service providers; and
●
Other risks and uncertainties reported from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including Part 1 Item 1A “RiskFactors” of the Company’s December 31, 2017 Annual Report on Form 10-K for the year ended December 31, 2017.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include ~~a statement of~~ the assumptions or bases underlying the forward-looking ~~statement. The Company believes it~~statement. Management has ~~chosen these~~made assumptions and bases in good faith and believe they are reasonable. ~~We caution you however, forward looking statements relying upon~~However, that estimates based on such assumptions or bases ~~almost always vary~~frequently differ from actual results, and the differences ~~between those statements and actual results~~ can be material. The forward-looking statements included in this report speak only as of the date of the report. ~~We have no duty, and do~~Management does not intend to update these statements unless required by applicable ~~laws require us to do so.~~laws.

Overview

~~Porter Bancorp, Inc. (the “Company”)~~The Company is a bank holding company headquartered in Louisville, Kentucky. ~~We operate PBI~~The Company’s common stock is traded on Nasdaq’s Capital Market under the symbol LMST. The Company operates Limestone Bank ~~(“the Bank”)~~(the Bank), our wholly owned subsidiary and the ~~fourteenth~~thirteenth largest bank domiciled in the Commonwealth of Kentucky based on total assets. ~~We operate~~The Bank operates banking offices in twelve counties in Kentucky. ~~Our~~The Bank’s markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt. ~~We serve~~The Bank serves south central Kentucky and southern Kentucky from banking offices in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio, and Daviess Counties. WeThe Bank also ~~have~~has an office in Lexington, the second largest city in Kentucky. The Bank is a community bank with a wide range of commercial and personal banking products. As of ~~September~~June 30, ~~2017, we~~2018, the Company had total assets of ~~$963.0 million,~~$1.04 billion, total loans of ~~$682.5~~$749.2 million, total deposits of ~~$866.8~~$846.2 million and stockholders’ equity of ~~$40.1~~$86.4 million.

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The Company reported net income of $~~1.8 million and $5.2 million for the three and nine months ended September 30, 2017, compared with net income of $1.4~~$2.0 million and $3.9 million for the three and six months ended June 30, 2018, compared with net income of $1.7 million and $3.4 million for the same periods of ~~2016.~~2017. After ~~deductions for~~allocating earnings ~~allocated~~ to participating securities, net income available to common shareholders was ~~$1.7~~$2.0 million and ~~$5.1~~$3.9 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared with net income available to common shareholders of ~~$1.3~~$1.7 million and ~~$3.8~~$3.3 million for the three and ~~nine~~six months ended ~~September 30, 2016, respectively.~~

~~Basic and diluted net income per common share were $0.29 and $0.83 for the three and nine months ended September~~June 30, 2017, ~~respectively, compared with basic and diluted net income per common share of $0.22 and $0.66 for the three and nine months ended September 30, 2016,~~ respectively.

~~We note the~~ ~~following significant items~~Highlights for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2018 are as follows:

●

The Bank is no longer subject to a consent order with the Federal Deposit Insurance Corporation and Kentucky Department of Financial Institutions. We were notified that the Bank’s prior consent order was terminated, effective October 31, 2017.

●

Loan growth outpaced paydowns during the period. Average loans receivable increased approximately ~~$36.2~~$77.4 million or ~~5.8%~~11.9% to ~~$658.0~~$729.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared with ~~$621.8~~$652.1 million for the first ~~nine~~six months of ~~2016.~~2017. This resulted in an increase in interest revenue volume of approximately ~~$1.3~~$1.9 million ~~which was offset by rate decreases of $852,000~~ for the ~~nine~~six months ~~September~~June 30, ~~2017,~~2018 compared with the ~~nine~~six months of ~~2016.~~2017.

●

Net interest margin ~~decreased three~~increased 11 basis points to ~~3.44%~~3.60% in the ~~third quarter~~first six months of ~~2017~~2018 compared ~~to 3.47%~~with 3.49% in the ~~third quarter~~first six months of ~~2016.~~2017. The cost of interest bearing liabilities increased seven basis points to 0.85% in the third quarter of 2017 compared to 0.78% in the third quarter of 2016. Net interest margin increased two basis points to 3.47% in the first nine months of 2017 compared with 3.45% in the first nine months of 2016. The cost of interest bearing liabilities increased two basis points to 0.81% in the first nine months of 2017 compared withfrom 0.79% in the first ~~nine~~six months of ~~2016.~~2017 to 1.05% in the first six months of 2018 as a result of increases in short-term interest rates during 2017 and 2018.

●

During the period, our improving trends in non-performing loans ~~past due loans,~~ and loan risk categories continued. WeThe Company recorded negative provision for loan losses expense of $150,000 during the first six months of 2018, compared to no provision for loan losses expense ~~during the first nine months of 2017, compared to negative provisions for loan losses expense of $1.9 million~~ for the first ~~nine~~six months of ~~2016 and $750,000 for the third quarter of 2016. Both were~~2017. The negative provision was attributable to declining historical loss rates, improvements in asset quality, and management’s assessment of risk in the loan portfolio. Net loan recoveries were ~~$10,000~~$528,000 for the first ~~nine~~six months of ~~2017,~~2018, compared to ~~net~~ loan charge-offs of ~~$652,000~~$82,000 for the first ~~nine~~six months of ~~2016.~~2017.

●

Non-performing loans decreased ~~by $3.4~~$2.3 million to ~~$5.8~~$3.2 million at ~~September~~June 30, ~~2017,~~2018, compared with ~~$9.2~~$5.5 million at December 31, ~~2016.~~2017. The decrease in non-performing loans was primarily due to ~~$4.5~~$1.7 million in paydowns and ~~$528,000~~$730,000 in ~~charge-offs~~loans moved to OREO which were partially offset by ~~$2.0 million~~$307,000 in loans placed on nonaccrual.

●

Loans past due 30-59 days decreased from ~~$2.3~~$1.5 million at December 31, ~~2016~~2017 to ~~$872,000~~$1.1 million at ~~September~~June 30, ~~2017,~~2018, and loans past due 60-89 days increased from ~~$315,000~~$171,000 at December 31, ~~2016~~2017 to ~~$612,000~~$538,000 at ~~September~~June 30, ~~2017.~~2018. Total loans past due and nonaccrual loans decreased to ~~$7.3~~$4.8 million at ~~September~~June 30, ~~2017,~~2018, from ~~$11.8~~$7.1 million at December 31, ~~2016.~~

●

Pass loans represent 92.8% of the portfolio at September 30, 2017, compared to 91.7% at December 31, 2016. During the nine months ended September 30, 2017, the pass category increased approximately $46.8 million, the watch category increased approximately $4.7 million, the special mention category increased approximately $101,000, and the substandard category declined approximately $8.3 million. The $8.3 million decrease in loans classified as substandard was primarily driven by $5.8 million in principal payments received , $4.5 million in loans upgraded from substandard, $623,000 in charge-offs, and $270,000 in loans moved to OREO, offset by $2.8 million in loans moved to substandard during the period.2017.

●

Foreclosed properties were ~~$6.3~~$4.5 million at ~~September~~June 30, ~~2017,~~2018, compared with ~~$6.8~~$4.4 million at December 31, ~~2016,~~2017, and ~~$7.1~~$6.3 million at ~~September~~June 30, ~~2016.~~2017. During the first ~~nine~~six months of ~~2017,~~2018, the Company acquired ~~$270,000~~$730,000 and sold ~~$738,000~~$354,000 of OREO. Operating expenses, ~~and~~ fair value write downs, ~~net of~~and a net gain on sales totaled ~~$1.3 million~~$319,000 for the first ~~nine~~six months of ~~2016~~2018 compared to ~~$92,000~~a net gain on sales, net of expenses, of $19,000 for the first ~~nine~~six months of 2017.

●

~~Our~~The ratio of non-performing assets to total assets ~~including accruing TDRs,~~ decreased to ~~1.38%~~0.74% at ~~September~~June 30, ~~2017,~~2018, compared with ~~2.26%~~1.02% at December 31, ~~2016,~~2017, and ~~2.55%~~1.47% at ~~September~~June 30, ~~2016.~~

●

Non-interest income decreased $291,000 to $3.4 million for the first nine months of 2017, compared with $3.6 million for the first nine months of 2016. The decrease was driven primarily by reductions in OREO income of $451,000, partially offset by a $195,000 increase in service charges on deposits.

●

Non-interest expense decreased $2.7 million to $21.3 million for the first nine months of 2017 compared with $23.9 million for the first nine months of 2016, primarily due to a reduction in OREO expenses of approximately $1.2 million, a reduction of professional fees of $475,000, a reduction of litigation and loan collection expense of $454,000, and a reduction of FDIC insurance expense of $403,000.2017.

●

Deposits ~~increased 2.0% to $866.8~~were $846.2 million at ~~September~~June 30, ~~2017,~~2018, compared with ~~$849.9~~$847.0 million at December 31, ~~2016. Noninterest-bearing demand deposits increased 7.6% from $124.4 million at December 31, 206 to $133.9 million at September 30,~~ 2017. Certificate of deposit balances increased ~~$938,000~~$11.2 million during the first ~~nine~~six months of ~~2017~~2018 to ~~$446.6~~$435.5 million at ~~September~~June 30, ~~2017,~~2018, from ~~$444.6~~$424.2 million at December 31, ~~2016. Money market deposits increased 10.1% at September 30, 2017~~2017. Interest checking accounts decreased $10.4 million during the first six months of 2018 compared with December 31, ~~2016.~~2017.

●

During the second quarter of 2018, the Company paid all deferred interest payments on the junior subordinated debentures totaling $1.5 million, bringing interest current through the second quarter of 2018.

●

The Company completed a private placement of common stock on March 30, 2018. In the transaction, the Company issued 150,000 common shares and 1.0 million non-voting common shares to Patriot Financial Partners III, L.P. at $13.00 per share resulting in net proceeds of $14.9 million of which $5.0 million was contributed as capital to the Bank. The balance of the proceeds will be used for general corporate purposes and to support the growth of the Bank.

●

On June ~~30, 2017,~~26, 2018, the Company ~~entered into a $10.0 million senior secured loan agreement with a commercial bank. The loan matures on June 30, 2022. Interest is payable quarterly at a rate~~completed the purchase and retirement of ~~three-month LIBOR plus 250 basis points through June 30, 2020, at which time quarterly principal payments~~all of ~~$250,000 plus interest will commence. The loan is secured by a first priority pledge of 100% of the~~its issued and outstanding ~~stock~~Series E and Series F Non-Voting Perpetual Preferred Shares for an aggregate price of ~~the Bank.~~$3.5 million paid in cash. The ~~Company may prepay any amount due under the promissory note at any time without premium or penalty. The Company contributed $9.0 million~~Series E and Series F Shares had an aggregate liquidation preference of the borrowing proceeds to the Bank as common equity Tier 1 capital. The remaining $1.0 million of the borrowing proceeds was retained by the lender in escrow to service quarterly interest payments. At September 30, 2017, the escrow account had a balance of $903,000.$10.5 million.

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Application of Critical Accounting Policies

WeManagement continually ~~review our~~reviews accounting policies and financial information disclosures. ~~Our~~The Company’s more significant accounting policies that require the use of estimates and judgments in preparing the financial statements are summarized in “Application of Critical Accounting Policies” in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation of our Annual Report on Form 10-K for the calendar year ended December 31, ~~2016.~~2017. Management has discussed the development, selection, and application of our critical accounting policies with our Audit Committee. During the first ~~nine~~six months of ~~2017,~~2018, there were no material changes in the critical accounting policies and assumptions.

Results of Operations

The following table summarizes components of income and expense and the change in those ~~components~~components for the three months ended ~~September~~June 30, ~~2017,~~2018, compared with the same period of ~~2016:~~2017:

	For the Three Months					Change from						For the Three Months					Change from
	Ended September 30,					Prior Period						Ended June 30,					Prior Period
	2017		2016			Amount			Percent			2018			2017		Amount			Percent
	(dollars in thousands)											(dollars in thousands)

Gross interest income	$	9,446	$	8,931		$	515			5.8	%	$	10,585		$	9,134	$	1,451			15.9	%
Gross interest expense		1,659		1,473			186			12.6			2,211			1,546		665			43.0
Net interest income		7,787		7,458			329			4.4			8,374			7,588		786			10.4
Provision (negative provision) for loan losses		—		(750	)		750			100.0			(150	)		—		(150	)		100.0
Non-interest income		1,182		1,105			77			7.0			1,347			1,246		101			8.1
Non-interest expense		7,175		7,920			(745	)		(9.4	)		7,405			7,125		280			3.9
Net income before taxes		1,794		1,393			401			28.8			2,466			1,709		757			44.3
Income tax expense		—		—			—			—			483			—		483			100.0
Net income		1,794		1,393			401			28.8			1,983			1,709		274			16.1

Net income for the three months ended ~~September~~June 30, ~~2017~~2018 totaled ~~$1.8~~$2.0 million, compared with ~~$1.4~~$1.7 million for the comparable period of ~~2016.~~2017. Net interest income increased ~~$329,000~~$786,000 from the ~~2016 third~~2017 second quarter as a result of an increase in earning ~~assets. Average earning~~ assets and an improvement in net interest margin. Net interest margin increased ~~from $864.3 million for~~15 basis points to 3.57% in the ~~third~~second quarter of ~~2016 to $907.7 for~~2018 compared with 3.42% in the ~~third~~second quarter of 2017. ~~While net interest income increased, net interest margin decreased three basis points to 3.44% in the third quarter of 2017 compared with 3.47% for the comparable period of 2016.~~ The ~~decrease~~increase in margin between periods was due in part to an increase in the ~~cost~~yield of interest ~~bearing liabilities~~earning assets from ~~0.78%~~4.11% in the ~~third~~second quarter of ~~2016~~2017 to ~~0.85%~~4.51% in the ~~third~~second quarter of ~~2017.~~

~~The third~~2018. Average earning assets increased from $899.4 million for the second quarter of ~~2016 benefited from a $750,000 negative loan loss provision. There was no loan loss provisioning in~~2017 to $943.0 for the ~~third~~second quarter of 20~~17.~~2018. Non-interest income increased by ~~$77,000~~$101,000 to ~~$1.2~~$1.347 million from ~~$1.1~~$1.246 million in the ~~third~~second quarter of ~~2016~~2017 primarily due to an increase in bankcard interchange fees of $52,000 and an increase in service ~~charges in~~charge on deposit accounts of ~~$48,000.~~$43,000. Non-interest expense ~~decreased~~increased from ~~$7.9~~$7.1 million in the ~~third~~second quarter of ~~2016~~2017 to ~~$7.2~~$7.4 million in the ~~third~~second quarter of ~~2017~~2018 primarily due to ~~decreased salaries and employee benefits~~increased OREO expense of ~~$262,000,~~$240,000 which was attributable to a ~~$211,000 decline~~reduction in ~~OREO expense, a $144,000 decline in loan collection and litigation expense, and a $142,000 decline in professional fees.~~marketing prices.

Tax expense was $483,000 for the three months ended June 30, 2018 compared to no tax expense for the comparable period 2017. The Company previously had a full valuation against its deferred tax asset and therefore, the effective tax rate was 0% for the three months ended June 30, 2017.

The following table summarizes components of income and expense and the change in those ~~component~~scomponents for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared with the same period of ~~2016:~~2017:

	For the Nine Months					Change from						For the Six Months					Change from
	Ended September 30,					Prior Period						Ended June 30,					Prior Period
	2017		2016			Amount			Percent			2018			2017		Amount			Percent
	(dollars in thousands)											(dollars in thousands)

Gross interest income	$	27,805	$	26,821		$	984			3.7	%	$	20,600		$	18,359	$	2,241			12.2	%
Gross interest expense		4,689		4,516			173			3.8			4,045			3,030		1,015			33.5
Net interest income		23,116		22,305			811			3.6			16,555			15,329		1,226			8.0
Provision (negative provision) for loan losses		—		(1,900	)		1,900			100.0			(150	)		—		(150	)		100.0
Non-interest income		3,357		3,648			(291	)		(8.0	)		2,598			2,438		160			6.6
Non-interest expense		21,290		23,947			(2,657	)		(11.1	)		14,574			14,378		196			1.4
Net income before taxes		5,183		3,906			1,277			32.7			4,729			3,389		1,340			39.5
Income tax expense		—		21			(21	)		(100.0	)		812			—		812			100.0
Net income		5,183		3,885			1,298			33.4			3,917			3,389		528			15.6

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Net ~~income~~income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 totaled ~~$5.2~~$3.9 million, compared with net income of ~~$3.9~~$3.4 million for the comparable period of ~~2016.~~2017. Net interest income increased ~~$811,000~~$1.2 million from the first ~~nine~~six months of ~~2016~~2017 as a result of an increase in earning assets and an improvement in net interest margin. Net interest margin increased ~~two~~11 basis points to ~~3.47%~~3.60% in the first ~~nine~~six months of ~~2017~~2018 compared with ~~3.45%~~3.49% in the first ~~nine~~six months of ~~2016.~~2017. The increase in margin between periods was due to an increase in the yield on earning assets from ~~4.14% for the first nine months of 2016 to~~ 4.17% for the first ~~nine~~six months of 2017 ~~partially offset by an increase in~~to 4.48% for the first six months of 2018. The cost of interest bearing liabilities increased from 0.79% for the first ~~nine~~six months of ~~2016~~2017 to ~~0.81%~~1.05% for the first ~~nine~~six months of ~~2017.~~2018. Average earning assets increased from ~~$874.2~~$895.9 million for the first ~~nine~~six months of ~~2016~~2017 to ~~$899.9 million~~$929.5 for the first ~~nine~~six months of ~~2017.~~

~~The nine months ended September 30, 2016 benefited from a $1.9 million negative loan loss provision. There was no loan loss provisioning in the first nine months of 2017.~~ 2018. Non-interest income ~~decreased~~increased by ~~$291,000~~$160,000 to ~~$3.4~~$2.6 million from ~~$3.6~~$2.4 million in the first ~~nine~~six months of ~~2016~~2017 primarily due to ~~a decrease~~an increase in ~~OREO income~~bankcard interchange fees of ~~$451,000~~$116,000 and ~~a $192,000 decrease in gains on sales of securities. This was partially offset by~~ an increase in service charges on deposit accounts of ~~$195,000~~$110,000. Non-interest expense increased from $14.4 million in the first six months of 2017 to $14.6 million in the first six months of 2018 primarily due to an increase in OREO expense of $338,000 attributable to a reduction in marketing prices, a $114,000 increase in state franchise tax attributable to increasing capital, and an increase in bank card interchange fees of $76,000. Non-interest expense decreased from $23.9 million in the first nine months of 2016 to $21.3 million in the first nine months of 2017 primarily due to a decrease in OREOoccupancy expense of ~~$1.2 million,~~$110,000, partially offset by a ~~$475,000 decline in professional fees, a $454,000 decline in litigation and loan collection expense, and a $403,000~~ decline in FDIC ~~insurance.~~insurance of $378,000 reflecting the Bank’s lower risk profile.

Tax expense was $812,000 for the six months ended June 30, 2018 compared to no tax expense for the comparable period 2017. The Company previously had a full valuation against its deferred tax asset and therefore, the effective tax rate was 0% for the six months ended June 30, 2017.

Net Interest Income – Net interest income was ~~$7.8~~$8.4 million for the three months ended ~~September~~June 30, ~~2017,~~2018, an increase of ~~$329,000,~~$786,000, or ~~4.4%~~10.4%, compared with ~~$7.5~~$7.6 million for the same period in ~~2016.~~2017. Net interest spread and margin were ~~3.31%~~3.38% and ~~3.44%~~3.57%, respectively, for the ~~third~~second quarter of ~~2017,~~2018, compared with ~~3.37%~~3.31% and ~~3.47%~~3.42%, respectively, for the ~~third~~second quarter of ~~2016.~~2017. Net average non-accrual loans were ~~$6.2~~$3.9 million and ~~$11.0~~$7.5 million for the ~~third~~second quarters of 2018 and 2017, ~~and 2016,~~ respectively.

Average loans receivable increased approximately ~~$43.5~~$79.9 million for the ~~third~~second quarter of ~~2017~~2018 compared with the ~~third~~second quarter of ~~2016.~~2017. This resulted in an increase in interest revenue ~~volume~~ of approximately ~~$525,000 which was offset by a decrease in~~$970,000 attributable to volume and an increase of $481,000 attributable to increasing interest ~~income driven by interest rate decreases aggregating $203,000~~rates for the quarter ended ~~September~~June 30, ~~2017,~~2018, compared with the ~~third~~second quarter of ~~2016.~~2017. Interest foregone on non-accrual loans totaled ~~$105,000~~$74,000 for the ~~third~~second quarter of ~~2017,~~2018, compared with ~~$180,000~~$124,000 for the ~~third~~second quarter of ~~2016.~~2017.

Net interest margin ~~decreased three~~increased 15 basis points from ~~our margin of 3.47%~~3.42% in the prior year ~~third~~second quarter to ~~3.44%~~3.57% for the ~~third~~second quarter of ~~2017.~~2018. The yield on earning assets increased ~~one~~40 basis ~~point~~points and rates paid on interest-bearing liabilities increased ~~seven~~33 basis ~~point~~points from the ~~third~~second quarter of ~~2016.~~2017. Both the yield on earning assets and cost of interest-bearing liabilities were impacted by increases in short-term interest rates during 2017 and 2018.

Net interest income was ~~$23.1~~$16.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, an increase of ~~$811,000,~~$1.2 million, or ~~3.6%~~8.0%, compared with ~~$22.3~~$15.3 million for the same period in ~~2016.~~2017. Net interest spread and margin were ~~3.36%~~3.43% and ~~3.47%~~3.60%, respectively, for the first ~~nine~~six months of ~~2017,~~2018, compared with ~~3.35%~~3.38% and ~~3.45%~~3.49%, respectively, for the first ~~nine~~six months of ~~2016.~~2017. Net average non-accrual loans were ~~$7.5~~$4.4 million and ~~$12.0~~$8.1 million for the first ~~nine~~six months of 2018 and 2017, ~~and 2016,~~ respectively. ~~Cost of interest-bearing liabilities was 0.81% for the first nine months of 2017 compared to 0.79% for the first nine months of 2016.~~

Average loans receivable increased approximately ~~$36.2~~$77.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared with the first ~~nine~~six months of ~~2016.~~2017. This resulted in an increase in interest revenue ~~volume~~ of approximately ~~$1.3~~$1.9 million ~~which was offset by a decrease~~attributable to volume and an increase of $527,000 attributable to increasing in interest ~~income driven by interest rate decreases aggregating $852,000~~rates for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared with the prior year period. Interest foregone on non-accrual loans totaled ~~$368,000~~$162,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared with ~~$576,000~~$262,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Net interest margin increased ~~two~~11 basis points to ~~3.47%~~3.60% for the first ~~nine~~six months of ~~2017~~2018 from ~~our margin of 3.45%~~3.49% in the first ~~nine~~six months of ~~2016.~~2017. The yield on earning assets increased ~~three~~31 basis points for the first ~~nine~~six months of 2018 from the first six months of 2017, ~~from the first nine months of 2016,~~ compared with an increase ~~of two basis points~~ in rates paid on interest-bearing ~~liabilities.~~liabilities of 26 basis points between the two periods. Both the yield on earning assets and cost of interest-bearing liabilities were impacted by increases in short-term interest rates during 2017 and 2018.

Table of Contents

Average Balance Sheets

The following table presents the average balance sheets for the three month periods ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.

	Three Months Ended September 30,																Three Months Ended June 30,
	2017								2016								2018								2017
	Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost
	(dollars in thousands)																(dollars in thousands)

ASSETS
Interest-earning assets:
Loan receivables (1)(2)	$	669,592		$	8,021		4.75	%	$	626,095		$	7,699		4.89	%	$	734,709		$	9,094		4.96	%	$	654,801		$	7,643		4.68	%
Securities
Taxable		174,776			1,088		2.47			160,130			956		2.38			161,232			1,198		2.98			176,640			1,168		2.65
Tax-exempt (3)		19,547			143		4.47			20,779			153		4.51			14,183			96		3.44			19,884			144		4.47
FHLB stock		7,323			95		5.15			7,323			72		3.91			7,323			104		5.70			7,323			86		4.71
Federal funds sold and other		36,485			99		1.08			49,980			51		0.41			25,576			93		1.46			40,745			93		0.92
Total interest-earning assets		907,723			9,446		4.16	%		864,307			8,931		4.15	%		943,023			10,585		4.51	%		899,393			9,134		4.11	%
Less: Allowance for loan losses		(8,964	)							(10,135	)							(8,886	)							(8,944	)
Non-interest earning assets		52,928								63,453								78,871								51,533
Total assets	$	951,687							$	917,625							$	1,013,008							$	941,982

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	451,948		$	1,059		0.93	%	$	455,840		$	1,009		0.88	%	$	429,123		$	1,308		1.22	%	$	465,149		$	1,071		0.92	%
NOW and money market deposits		253,699			250		0.39			231,601			238		0.41			241,826			327		0.54			242,275			223		0.37
Savings accounts		35,904			15		0.17			33,874			15		0.18			35,965			14		0.16			36,118			15		0.17
FHLB advances		2,350			13		2.19			2,672			17		2.53			44,252			216		1.96			5,728			20		1.40
Junior subordinated debentures		23,696			225		3.77			24,598			194		3.14			21,957			248		4.53			23,921			217		3.64
Senior debt		10,000			97		3.85			—			—		—			10,000			98		3.93			—			—		—
Total interest-bearing liabilities		777,597			1,659		0.85	%		748,585			1,473		0.78	%
Total interest-bearing liabilities																		783,123			2,211		1.13	%		773,191			1,546		0.80	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		129,072								118,611								135,843								126,596
Other liabilities		5,859								8,259								5,341								5,177
Total liabilities		912,528								875,455								924,307								904,964
Stockholders’ equity		39,159								42,170
Total liabilities and stockholders’ equity	$	951,687							$	917,625
Stockholders’ equity																		88,701								37,018
Total liabilities and stockholders’ equity																	$	1,013,008							$	941,982

Net interest income				$	7,787							$	7,458							$	8,374							$	7,588

Net interest spread							3.31	%							3.37	%							3.38	%							3.31	%
Net interest margin							3.44	%							3.47	%							3.57	%							3.42	%

(1)	Includes loan fees in both interest income and the calculation of yield on loans.

(2)	Calculations include non-accruing loans averaging ~~$6.2~~$3.9 million and ~~$11.0~~$7.5 million, respectively, in average loan amounts outstanding.

(3)	Taxable equivalent yields are calculated assuming a ~~35%~~ federal income tax ~~rate.~~rate of 21% and 35% for 2018 and 2017, respectively.

Table of Contents

The following table presents the av~~erage~~average balance sheets for the ~~nine~~six month periods ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.

	Nine Months Ended September 30,																Six Months Ended June 30,
	2017								2016								2018								2017
	Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost
	(dollars in thousands)																(dollars in thousands)
ASSETS
Interest-earning assets:
Loan receivables (1)(2)	$	657,980		$	23,493		4.77	%	$	621,824		$	23,036		4.95	%	$	729,485		$	17,884		4.94	%	$	652,078		$	15,472		4.78	%
Securities
Taxable		175,838			3,370		2.56			161,232			2,895		2.40			152,585			2,141		2.83			176,378			2,282		2.61
Tax-exempt (3)		19,805			432		4.49			21,355			475		4.57			14,203			192		3.45			19,936			289		4.50
FHLB stock		7,323			264		4.82			7,323			219		3.99			7,323			210		5.78			7,323			169		4.65
Federal funds sold and other		38,913			246		0.85			62,451			196		0.42			25,872			173		1.35			40,147			147		0.74
Total interest-earning assets		899,859			27,805		4.17	%		874,185			26,821		4.14	%		929,468			20,600		4.48	%		895,862			18,359		4.17	%
Less: Allowance for loan losses		(8,950	)							(11,138	)							(8,611	)							(8,943	)
Non-interest earning assets		52,904								67,241								79,413								52,892
Total assets	$	943,813							$	930,288							$	1,000,270							$	939,811

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	458,732		$	3,149		0.92	%	$	471,530		$	3,108		0.88	%	$	425,703		$	2,370		1.12	%	$	462,180		$	2,090		0.91	%
NOW and money market deposits		244,521			683		0.37			231,213			696		0.40			243,857			595		0.49			239,856			433		0.36
Savings accounts		35,650			45		0.17			34,460			46		0.18			35,446			28		0.16			35,521			30		0.17
FHLB advances		6,594			64		1.30			2,827			54		2.55			42,547			372		1.76			8,751			51		1.18
Junior subordinated debentures		23,920			651		3.64			24,822			612		3.29			22,595			486		4.34			24,034			426		3.57
Senior debt		3,407			97		3.81			—			—		—
Senior debt																		10,000			194		3.91			—			—		—
Total interest-bearing liabilities		772,824			4,689		0.81	%		764,852			4,516		0.79	%		780,148			4,045		1.05	%		770,342			3,030		0.79	%
																	��
Non-interest-bearing liabilities:
Non-interest-bearing deposits		125,932								117,377								133,742								124,336
Other liabilities		8,401								9,735								5,384								9,749
Total liabilities		907,157								891,964								919,274								904,427
Stockholders’ equity		36,656								38,324
Total liabilities and stockholders’ equity	$	943,813							$	930,288
Stockholders’ equity																		80,996								35,384
Total liabilities and stockholders’ equity																	$	1,000,270							$	939,811

Net interest income				$	23,116							$	22,305							$	16,555							$	15,329

Net interest spread							3.36	%							3.35	%							3.43	%							3.38	%

Net interest margin							3.47	%							3.45	%							3.60	%							3.49	%

(1)	Includes loan fees in both interest income and the calculation of yield on loans.

(2)	Calculations include non-accruing loans averaging ~~$7.5~~$4.4 million and ~~$12.0~~$8.1 million, respectively, in average loan amounts outstanding.

(3)	Taxable equivalent yields are calculated assuming a ~~35%~~ federal income tax ~~rate.~~rate of 21% and 35% for 2018 and 2017, respectively.

Table of Contents

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each ~~categor~~ycategory of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (changes in rate multiplied by old volume); (2) changes in volume (changes in volume multiplied by old rate); and (3) changes in rate-volume (change in rate multiplied by change in volume). Changes in rate-volume are proportionately allocated between rate and volume variance.

Three Months Ended September 30,
2017 vs. 2016

Nine Months Ended September 30,
2017 vs. 2016

Increase (decrease)
due to change in

Increase (decrease)
due to change in

Rate

Volume

Net
Change

Rate

Volume

Net
Change

(in thousands)

Interest-earning assets:

Loan receivables
$ (203
)
$ 525 $ 322 $ (852
)
$ 1,309 $ 457
Securities
38 84 122 184 248 432
FHLB stock
23 — 23 45 — 45
Federal funds sold and other
65 (17
)
48 144 (94
)
50
Total increase (decrease) in interest income
(77
)
592 515 (479
)
1,463 984

Interest-bearing liabilities:

Certificates of deposit and other time deposits
59 (9
)
50 127 (86
)
41
NOW and money market accounts
(10
)
22 12 (52
)
39 (13
)
Savings accounts
(1
)
1 — (3
)
2 (1
)
FHLB advances
(2
)
(2
)
(4
)
(37
)
47 10
Junior subordinated debentures
38 (7
)
31 62 (23
)
39
Senior debt
— 97 97 — 97 97
Total increase (decrease) in interest expense
84 102 186 97 76 173
Increase (decrease) in net interest income
$ (161
)
$ 490 $ 329 $ (576
)
$ 1,387 $ 811

	Three Months Ended June 30, 2018 vs. 2017									Six Months Ended June 30, 2018 vs. 2017
	Increase (decrease) due to change in									Increase (decrease) due to change in
	Rate			Volume			Net Change			Rate			Volume			Net Change
	(in thousands)
Interest-earning assets:
Loan receivables	$	481		$	970		$	1,451		$	527		$	1,885		$	2,412
Securities		131			(149	)		(18	)		167			(405	)		(238	)
FHLB stock		18			—			18			41			—			41
Federal funds sold and other		43			(43	)		—			91			(65	)		26
Total increase (decrease) in interest income		673			778			1,451			826			1,415			2,241

Interest-bearing liabilities:
Certificates of deposit and other time deposits		325			(88	)		237			455			(175	)		280
NOW and money market accounts		104			—			104			155			7			162
Savings accounts		(1	)		—			(1	)		(2	)		—			(2	)
FHLB advances		11			185			196			37			284			321
Junior subordinated debentures		50			(19	)		31			87			(27	)		60
Senior debt		—			98			98			—			194			194
Total increase (decrease) in interest expense		489			176			665			732			283			1,015
Increase (decrease) in net interest income	$	184		$	602		$	786		$	94		$	1,132		$	1,226

Non-Interest Income – The following table presents the major categories of non-interest income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

	For the Three Months					For the Nine Months					For the Three Months						For the Six Months
	Ended September 30,					Ended September 30,					Ended June 30,						Ended June 30,
	2017		2016			2017			2016		2018			2017			2018			2017
	(dollars in thousands)										(dollars in thousands)

Service charges on deposit accounts	$	568	$	520		$	1,617		$	1,422	$	591		$	548		$	1,159		$	1,049
Bank card interchange fees		245		214			713			637		446			394			847			731
Other real estate owned rental income		—		46			—			451
Bank owned life insurance income		103		101			309			316
Income from bank owned life insurance												138			104			237			206
Net gain (loss) on sales and calls of securities		—		(16	)		(5	)		187		(6	)		(5	)		(6	)		(5	)
Other		266		240			723			635		178			205			361			457
Total non-interest income	$	1,182	$	1,105		$	3,357		$	3,648	$	1,347		$	1,246		$	2,598		$	2,438

Non-interest income for the ~~third~~second quarter of ~~2017~~2018 increased by ~~$77,000,~~$101,000, or ~~7.0%~~8.1%, compared with the ~~third~~second quarter of ~~2016.~~2017. The increase in non-interest income for the second quarter of 2018 compared to the second quarter of 2017 was primarily driven by an increase in bankcard interchange fees of $52,000 due to an increase in transaction volume, as well as an increase in service charges on deposit accounts of ~~$48,000 as well as an increase in bank card interchange fees of $31,000.~~$43,000. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, non-interest income ~~decreased~~increased by ~~$291,000,~~$160,000, or ~~8.0%~~6.6% to ~~$3.4~~$2.6 million compared with ~~$3.6~~$2.4 million for the same period of ~~2016.~~2017. The ~~decrease~~increase in non-interest income between the ~~nine-month~~six month comparative periods was primarily due to a ~~$451,000 decrease in OREO rental income and a $192,000 decrease in gains on sales of securities. This was partially offset by an~~$116,000 increase in ~~service charges on deposit accounts of $195,000 and bank card~~bankcard interchange ~~fees of $76,000.~~fees.

Table of Contents

Non-interest Expense – The following table presents the major categories of non-interest expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

	For the Three Months				For the Nine Months				For the Three Months					For the Six Months
	Ended September 30,				Ended September 30,				Ended June 30,					Ended June 30,
	2017		2016		2017		2016		2018		2017			2018		2017
	(dollars in thousands)								(dollars in thousands)

Salary and employee benefits	$	3,683	$	3,945	$	11,433	$	11,624	$	3,885	$	3,803		$	7,673	$	7,750
Occupancy and equipment		836		842		2,501		2,504		880		844			1,775		1,665
Professional fees		232		374		776		1,251		222		241			427		544
Marketing expense		364		289		880		706		308		262			608		516
FDIC insurance		356		442		1,055		1,458		139		357			321		699
Data processing expense		321		295		931		887		307		318			631		610
State franchise and deposit tax		225		255		675		765		282		225			564		450
Deposit account related expenses										221		219			440		424
Other real estate owned expense		111		322		92		1,284		237		(3	)		319		(19	)
Litigation and loan collection expense		78		222		121		575		48		40			101		43
Other		969		934		2,826		2,893		876		819			1,715		1,696
Total non-interest expense	$	7,175	$	7,920	$	21,290	$	23,947	$	7,405	$	7,125		$	14,574	$	14,378

Non-interest expense for the ~~third~~second quarter ended ~~September~~June 30, ~~2017 decreased $745,000,~~2018 increased $280,000, or ~~9.4%~~3.9%, compared with the ~~third~~second quarter of ~~2016.~~2017. This ~~decrease~~increase was primarily due to ~~a decrease in salary and employee benefits expense of $262,000, a $211,000 decrease~~an increase in OREO expense ~~as the OREO portfolio was significantly reduced,~~of $240,000 due to a ~~$144,000 decline~~reduction in ~~loan collection and litigation expenses, and a $142,000 decline in professional fees.~~marketing prices. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, non-interest expense ~~decreased $2.7 million,~~increased $196,000, or ~~11.1%~~1.4% to ~~$21.3~~$14.6 million compared with ~~$23.9~~$14.4 million for the first ~~nine~~six months of ~~2016.~~2017. The ~~decreases~~increase in non-interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017 were~~2018 was primarily attributable to ~~decreased~~increases in OREO expenses of ~~$1.2 million~~$338,000 due ~~to the smaller OREO portfolio. The improvement was also attributable~~ to a reduction in ~~professional fees~~marketing prices, state franchise tax of ~~$475,000,~~$114,000 attributable to increasing capital, and occupancy and equipment of $110,000, partially offset by a decrease ~~of $454,000 in litigation and loan collection expense, and a reduction~~ in FDIC insurance of ~~$403,000.~~

$378,000 reflecting the Bank’s lower risk profile.

Income Tax Expense – Effective tax rates differ from the federal statutory rate of 21% for 2018 and 35% for 2017 applied to income before income taxes due to the following:

	For the Three Months						For the Nine Months						For the Three Months						For the Six Months
	Ended September 30,						Ended September 30,						Ended June 30,						Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	(dollars in thousands)												(dollars in thousands)

Federal statutory rate times financial statement income	$	628		$	487		$	1,814		$	1,367		$	518		$	598		$	993		$	1,186
Effect of:
Valuation allowance		(551	)		(465	)		(1,488	)		(1,197	)		—			(518	)		—			(937	)
Tax-exempt income		(50	)		(52	)		(147	)		(161	)		(20	)		(48	)		(40	)		(97	)
Non-taxable life insurance income		(36	)		(35	)		(108	)		(110	)		(29	)		(36	)		(50	)		(72	)
Restricted stock vesting		—			—			(98	)		—			(5	)		(6	)		(116	)		(98	)
Other, net		9			65			27			122			19			10			25			18
Total	$	—		$	—		$	—		$	21
Total													$	483		$	—		$	812		$	—

~~Analysis of Financial Condition~~

~~Total assets~~ increased $17.8 million, or 1.9%, to $963.0 million at September 30, 2017, from $945.2 million at December 31, 2016. This increase was primarily attributable to an increase in net loans of $43.3 million offset by a decrease in interest bearing deposits in banks of $19.1 million and a decrease in available for sale securities of $3.0 million.

~~Deferred Tax Asset Valuation Allowance~~ –The Company ~~has~~previously had a full valuation allowance against its net deferred tax asset ~~of $51.9 million subject to a full valuation allowance at September~~and therefore, the effective tax rate was 0% for the six months ended June 30, 2017. ~~Our ability to utilize deferred tax assets depends upon generating sufficient future levels~~During the fourth quarter of taxable income. The determination to restore a deferred tax asset and eliminate a valuation allowance depends upon the evaluation of both positive and negative evidence regarding the likelihood of achieving sufficient future taxable income levels. A key element of the evaluation is the achievement of pre-tax net income rather than pre-tax net loss on a cumulative basis for the trailing three-year period. At September 30, 2017, our trailing three-year cumulative pre-tax net loss had declined to $762,000. We continue to monitor and evaluate the positive and negative evidence and will reverse the valuation allowance when we determinemanagement concluded it iswas more-likely-than-not the asset ~~will~~would be utilized to reduce future taxes payable related to the future taxable income of the ~~Company.~~Company, and as such, reversed the valuation allowance and recorded an income tax benefit.

Analysis of Financial Condition

Total assets increased $69.7 million, or 7.2%, to $1.04 billion at June 30, 2018, from $970.8 million at December 31, 2017. This increase was primarily attributable to an increase in net loans of $36.7 million as well as an increase in securities available for sale of $26.2 million.

Loans Receivable – Loans receivable increased ~~$43.3~~$37.1 million, or ~~6.8%~~5.2%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 to ~~$682.5~~$749.2 million as loan growth outpaced paydowns. Our commercial and commercial real estate portfolios increased by an aggregate of ~~$43.8~~$34.0 million, or ~~12.3%~~8.2% during the first ~~nine~~six months of ~~2017~~2018 and comprised ~~58.4%~~60.1% of the loan portfolio at ~~September~~June 30, ~~2017.~~2018.

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Loan Portfolio Composition – The following table presents a summary of the loan portfolio at the dates indicated, net of deferred loan fees, by type.

As of September 30,

As of December 31,

2017

2016

Amount

Percent

Amount

Percent

(dollars in thousands)

Commercial
$ 107,616 15.77
%
$ 97,761 15.29
%
Commercial Real Estate

Construction
44,956 6.59 36,330 5.68
Farmland
88,370 12.95 71,507 11.19
Nonfarm nonresidential
157,956 23.14 149,546 23.39
Residential Real Estate

Multi-family
55,684 8.16 48,197 7.54
1-4 Family
173,213 25.38 188,092 29.42
Consumer
8,474 1.24 9,818 1.54
Agriculture
45,675 6.69 37,508 5.87
Other
567 0.08 477 0.08
Total loans
$ 682,511 100.00
%
$ 639,236 100.00
%

There are no foreign loans in our ~~portfolio. Except for commercial real estate, 1-4 family residential real estate,~~portfolio and ~~loans for retail facilities (included in nonfarm nonresidential commercial real estate below),~~other than the categories noted, there is no concentration of loans in any industry exceeding 10% of total loans.

	As of June 30,					As of December 31,
	2018					2017
	Amount		Percent			Amount		Percent
			(dollars in thousands)

Commercial	$	124,139		16.57	%	$	113,771		15.98	%
Commercial Real Estate
Construction		79,608		10.63			57,342		8.05
Farmland		84,972		11.34			88,320		12.40
Nonfarm nonresidential		161,395		21.54			156,724		22.01
Residential Real Estate
Multi-family		50,541		6.74			56,588		7.94
1-4 Family		178,320		23.80			179,222		25.17
Consumer		30,711		4.10			18,439		2.59
Agriculture		38,960		5.20			41,154		5.78
Other		588		0.08			555		0.08
Total loans	$	749,234		100.00	%	$	712,115		100.00	%

Loan Portfolio by Risk Category – The following table presents a summary of the loan portfolio at the dates indicated, by risk category.

	September 30, 2017					December 31, 2016					June 30, 2018					December 31, 2017
	Loans		% to Total			Loans		% to Total			Loans		% Total			Loans		% to Total
	(dollars in thousands)										(dollars in thousands)

Pass	$	633,203		92.8	%	$	586,430		91.7	%	$	720,446		96.2	%	$	673,033		94.5	%
Watch		35,167		5.1			30,431		4.8			19,091		2.5			25,715		3.6
Special Mention		598		0.1			497		0.1			115		0.0			164		0.0
Substandard		13,543		2.0			21,878		3.4			9,582		1.3			13,203		1.9
Doubtful		—		—			—		—			—		—			—		—
Total	$	682,511		100.0	%	$	639,236		100.0	%	$	749,234		100.0	%	$	712,115		100.00	%

~~Our~~ ~~loans~~Loans receivable ~~have~~ increased ~~$43.3~~$37.1 million, or ~~6.8%~~5.2%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017. The~~2018. Since December 31, 2017, the pass ~~loan~~ category increased approximately ~~$46.8~~$47.4 million, the watch category ~~increased~~decreased approximately ~~$4.7~~$6.6 million, the special mention category ~~increased~~decreased approximately ~~$101,000,~~$49,000, and the substandard category declined approximately ~~$8.3~~$3.6 million. The ~~$8.3~~$3.6 million decrease in loans classified as substandard was primarily driven by ~~$5.8~~$8.6 million in principal payments received, ~~$4.5 million~~$730,000 in loans ~~upgraded from substandard, $623,000~~transferred to OREO, and $269,000 in charge-offs, ~~and $270,000 in loans moved to OREO,~~ offset by ~~$2.8~~$6.0 million in loans moved to substandard during the first ~~nine~~six months of ~~2017.~~2018.

Loan Delinquency – The following table presents a summary of loan delinquencies at the dates indicated.

	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in thousands)				(in thousands)
Past Due Loans:
30-59 Days	$	872	$	2,302	$	1,134	$	1,478
60-89 Days		612		315		538		171
90 Days and Over		—		—		—		1
Total Loans Past Due 30-90+ Days		1,484		2,617		1,672		1,650

Nonaccrual Loans		5,769		9,216		3,170		5,457
Total Past Due and Nonaccrual Loans	$	7,253	$	11,833	$	4,842	$	7,107

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, nonaccrual loans decreased by ~~$3.4~~$2.3 million to ~~$5.8~~$3.2 million. This decrease was due primarily to ~~$4.5~~$1.7 million in paydowns, $730,000 in loans transferred to OREO, and ~~$528,000~~$210,000 in charge-offs, offset by ~~$2.0 million~~$307,000 in loans placed on nonaccrual status. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, loans past due 30-59 days decreased from ~~$2.3~~$1.5 million at December 31, ~~2016~~2017 to ~~$872,000~~$1.1 million at ~~September~~June 30, ~~2017.~~2018. Loans past due 60-89 days increased from ~~$315,000~~$171,000 at December 31, ~~2016~~2017 to ~~$612,000~~$538,000 at ~~September~~June 30, ~~2017.~~2018. This represents a ~~$1.1 million decrease~~$23,000 increase from December 31, ~~2016~~2017 to ~~September~~June 30, ~~2017,~~2018 in loans past due 30-89 days. ~~We considered this~~This trend in delinquency levels is considered during the evaluation of qualitative trends in the portfolio when establishing the general component of our allowance for loan losses.

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Non-Performing Assets – Non-performing assets consist of certain restructured loans for which interest rate or other terms have been renegotiated, loans past due 90 days or more still on accrual, loans on which interest is no longer accrued, real estate acquired through foreclosure and repossessed assets. The following table sets forth information with respect to non-performing assets as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(dollars in thousands)						(dollars in thousands)

Loans past due 90 days or more still on accrual	$	—		$	—		$	—		$	1
Loans on nonaccrual status		5,769			9,216
Loans on nonaccrual status								3,170			5,457
Total non-performing loans		5,769			9,216			3,170			5,458
Real estate acquired through foreclosure		6,330			6,821			4,510			4,409
Other repossessed assets		—			—			—			—
Total non-performing assets	$	12,099		$	16,037		$	7,680		$	9,867

Non-performing loans to total loans		0.85	%		1.44	%		0.42	%		0.77	%
Non-performing assets to total assets		1.26	%		1.70	%
Non-performing assets to total assets								0.74	%		1.02	%
Allowance for non-performing loans	$	288		$	241		$	210		$	108
Allowance for non-performing loans to non-performing loans		4.99	%		2.62	%		6.62	%		1.98	%

Nonperforming loans at ~~September~~June 30, ~~2017,~~2018, were ~~$5.8~~$3.2 million, or ~~0.85%~~0.42% of total loans, compared with ~~$9.2~~$5.5 million, or ~~1.44%~~0.77% of total loans at December 31, ~~2016,~~2017, and ~~$10.1~~$6.5 million, or ~~1.62%~~0.99% of total loans at ~~September~~June 30, ~~2016. Net loan recoveries for the first nine months of 2017 totaled $10,000 compared to net charge-offs of $652,000 for the first nine months of 2016.~~2017.

Troubled Debt Restructuring - A troubled debt restructuring (TDR) occurs when the Bank has agreed to a loan modification in the form of a concession to a borrower who is experiencing financial difficulty. The Bank’s TDRs typically involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired, and the Bank ~~allocates~~has allocated reserves for these loans to reflect the present value of the concessionary terms granted to the borrower. If the loan is considered collateral dependent, it is reported net of allocated reserves, at the fair value of the collateral less cost to sell.

~~We do~~The Bank does not have a formal loan modification program. If a borrower is unable to make ~~contractual~~contractual payments, ~~we review~~management reviews the particular circumstances of that borrower’s situation and determine whether or not to negotiate a revised payment stream. ~~Our~~The goal when restructuring a credit is to afford the borrower a reasonable period of time to remedy the issue causing cash flow constraints ~~within their business~~ so that they may return to performing status over time.

~~Our loan~~Loan modifications have taken the form of a reduction in interest rate and/or curtailment of scheduled principal payments for a short-term ~~period,~~period, usually three to six months, but in some cases until maturity of the loan. In some circumstances wemanagement may restructure real estate secured loans in a bifurcated fashion whereby ~~we have~~there is a fully amortizing “A” loan at a market interest rate and an interest-only “B” loan at a reduced interest rate. The majority of ~~our~~ restructured loans are collateral secured loans. If a borrower fails to perform under the modified terms, ~~we place~~ the loan(s) are placed on nonaccrual status and ~~initiate~~ collection ~~actions.~~actions are intiated.

~~We consider~~ Management considers any loan that is restructured for a borrower experiencing financial difficulties due to a borrower’s potential inability to pay in accordance with contractual terms of the loan to be a troubled debt restructuring. Specifically, wemanagement consider a concession involving a modification of the loan terms, such as (i) a reduction of the stated interest rate, (ii) a reduction or deferral of principal, or (iii) a reduction or deferral of accrued interest at a stated interest rate lower than the current market rate for new debt with similar risk all to be troubled debt restructurings. When a modification of terms is made for a competitive reason, ~~we do~~management does not consider it to be a troubled debt restructuring. A primary example of a competitive modification would be an interest rate reduction for a performing customer’s loan to a market rate as the result of a market decline in rates.

Management periodically reviews renewals and modifications of previously identified TDRs for which there was no principal forgiveness, to consider if it is appropriate to remove the TDR classification. If the borrower is no longer experiencing financial difficulty and the renewal/modification did not contain a concessionary interest rate or other concessionary terms, management considers the potential removal of the TDR classification. If deemed appropriate based upon current underwriting, the TDR classification is removed as the borrower has complied with the terms of the loan at the date of renewal/modification and there was a reasonable expectation that the borrower ~~will~~would continue to comply with the terms of the loan after the date of the renewal/modification. Additionally, the TDR classification ~~can~~may be removed in circumstances in which the Company performs a non-concessionary re-modification of the loan at terms that were considered to be at market for loans with comparable ~~risk, and management~~risk. Management expects the borrower will continue to perform under the re-modified terms based on the borrower’s past history of performance.

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If the borrower fails to perform,~~, we place~~ management places the loan on nonaccrual status and ~~seek~~seeks to liquidate the underlying collateral. ~~Our~~The nonaccrual policy for restructured loans is identical to ~~our~~the nonaccrual policy for all loans. ~~Our~~The policy calls for a loan to be reported as nonaccrual if it is maintained on a cash basis because of deterioration in the financial condition of the borrower, payment in full of principal and interest is not expected, or principal or interest is past due 90 days or more unless the assets are both well secured and in the process of collection. Changes in value for impairment, including the amount attributed to the passage of time, are recorded entirely within the provision for loan losses. Upon determination that a loan is collateral dependent, the loan is charged down to the fair value of collateral less estimated costs to sell.

At ~~September~~June 30, ~~2017, we~~2018, the Bank had ~~six~~three restructured loans totaling ~~$3.2~~$1.6 million with borrowers who experienced deterioration in financial condition compared with ~~nine~~six loans totaling ~~$8.7~~$3.0 million at December 31, ~~2016.~~2017. In general, these loans were granted interest rate reductions to provide cash flow relief to borrowers experiencing cash flow difficulties. ~~Two of these loans~~At June 30, 2018, one loan totaling approximately ~~$1.9 million~~$700,000 had been granted principal payment deferrals until maturity. There were no concessions made to forgive principal relative to these loans, although we have recorded partial charge-offs for certain restructured loans. In general, these loans are secured by first liens on 1-4 residential or commercial real estate properties, or farmland. ~~Restructured loans also include $467,000~~At June 30, 2018, $916,000 of ~~commercial loans. At September 30, 2017, $1.2 million of our restructured loans~~TDRs were ~~accruing and $1.9 million were on nonaccrual compared with $5.4 million and $3.3 million, respectively, at December 31, 2016.~~performing according to their modified terms.

There were no ~~new TDRs~~modifications granted during the first ~~nine~~six months of 2018 or during all of 2017 ~~or 2016.~~that resulted in loans being identified as TDRs. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, TDRs were reduced as a result of ~~$1.5 million~~$768,000 in ~~payments. In addition, the TDR classification was removed in the first quarter~~payments and $500,000 due to a transfer of ~~2017 from two loans that met the requirements as discussed above. These loans totaled $4.1 million at December 31, 2016. These loans are no longer evaluated individually for impairment.~~a loan to OREO. See “Note 3 - Loans,” of the notes to the financial statements for additional disclosure related to troubled debt restructuring.

The following table sets forth information with respect to TDRs, non-performing loans, real estate acquired through foreclosure, and other repossessed assets.

	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(dollars in thousands)						(dollars in thousands)

Total non-performing loans	$	5,769		$	9,216		$	3,170		$	5,458
TDRs on accrual		1,226			5,350			916			1,217
Total non-performing loans and TDRs on accrual	$	6,995		$	14,566		$	4,086		$	6,675
Real estate acquired through foreclosure		6,330			6,821			4,510			4,409
Other repossessed assets		—			—			—			—
Total non-performing assets and TDRs on accrual	$	13,325		$	21,387		$	8,596		$	11,084

Total non-performing loans and TDRs on accrual to total loans		1.02	%		2.28	%
Total non-performing loans and TDRs on accrual to total loans								0.55	%		0.94	%
Total non-performing assets and TDRs on accrual to total assets		1.38	%		2.26	%		0.83	%		1.14	%

See “Note 3 - Loans,” of the notes to the financial statements for additional disclosure related to troubled debt restructuring.

Allowance for Loan Losses – The allowance for loan losses is based on management’s continuing review and evaluation of individual loans, loss experience, current economic conditions, risk characteristics of various categories of loans and such other factors that, in management’s judgment, require current recognition in estimating loan losses.

Management has established loan grading procedures that re~~sult~~result in specific allowance allocations for any estimated inherent risk of loss. For loans not individually evaluated, a general allowance allocation is computed using factors developed over time based on actual loss experience. Prior to June 30, 2017, the look-back period for historical losses was 12 quarters, weighted 40% for the most recent eight quarters and 20% for previous four-quarter period. Effective June 30, 2017, the Company extended the look-back period to 16 quarters on a prospective basis, weighted 40% to the most recent four quarters, and then declining one-tenth for each of the remaining annual periods. Management determined the four-year look-back period was appropriate as the four-year period more appropriately correlates to the period in which the current portfolio was underwritten and originated. The specific and general allocations plus consideration of qualitative factors represent management’s estimate of probable losses contained in the loan portfolio at the evaluation date. Although the allowance for loan losses is comprised of specific and general allocations, the entire allowance is available to absorb any credit losses.

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An analysis of changes in the allowance for loan losses and selected ratios for the three and ~~nine-month~~six month periods ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, and for the year ended December 31, ~~2016~~2017 follows:

																												Year Ended
	Three Months Ended September 30,						Nine Months Ended September 30,						Year Ended December 31,			Three Months Ended June 30,						Six Months Ended June 30,						December 31,
	2017			2016			2017			2016			2016			2018			2017			2018			2017			2017
	(in thousands)															(in thousands)
Balance at beginning of period	$	8,885		$	10,104		$	8,967		$	12,041		$	12,041		$	8,526		$	8,966		$	8,202		$	8,967		$	8,967

Loans charged-off:
Real estate		57			363			570			1,658			2,157			266			192			286			513			750
Commercial		5			15			5			276			276			—			—			—			—			5
Consumer		5			21			30			56			178			7			20			34			25			51
Agriculture		—			5			95			13			18			12			95			12			95			95
Other		—			1			—			79			—			8			—			8			—			—
Total charge-offs		67			405			700			2,082			2,629			293			307			340			633			901

Recoveries
Real estate		112			381			561			894			1,189			464			165			550			449			714
Commercial		3			102			44			169			334			5			36			245			41			59
Consumer		25			23			69			216			368			16			19			50			44			115
Agriculture		16			1			25			86			114			—			2			11			9			33
Other		3			33			11			65			—			12			4			12			8			15
Total recoveries		159			540			710			1,430			2,005			497			226			868			551			936
Net charge-offs (recoveries)		(92	)		(135	)		(10	)		652			624
Net charge-offs (recoveries)																	(204	)		81			(528	)		82			(35	)
Provision (negative provision) for loan losses		—			(750	)		—			(1,900	)		(2,450	)		(150	)		—			(150	)		—			(800	)
Balance at end of period	$	8,977		$	9,489		$	8,977		$	9,489		$	8,967		$	8,580		$	8,885		$	8,580		$	8,885		$	8,202

Allowance for loan losses to period-end loans		1.32	%		1.53	%		1.32	%		1.53	%		1.40	%		1.15	%		1.36	%		1.15	%		1.36	%		1.15	%
Net charge-offs (recoveries) to average loans		(0.05	)%		(0.09	)%		0.00	%		0.14	%		0.10	%		(0.11	%)		0.05	%		(0.16	%)		0.03	%		(0.01	%)
Allowance for loan losses to non-performing loans		155.61	%		93.96	%		155.61	%		93.96	%		97.30	%		270.66	%		136.50	%		270.66	%		136.50	%		150.27	%

Allowance for loan losses for loans individually evaluated for impairment	$	425		$	339		$	425		$	339		$	399		$	319		$	254		$	319		$	254		$	219
Loans individually evaluated for impairment		7,509			16,214			7,509			16,214			15,131			4,557			8,273			4,557			8,273			7,173
Allowance for loan losses to loans individually evaluated for impairment		5.66	%		2.09	%		5.66	%		2.09	%		2.64	%		7.00	%		3.07	%		7.00	%		3.07	%		3.05	%

Allowance for loan losses for loans collectively evaluated for impairment	$	8,552		$	9,150		$	8,552		$	9,150		$	8,568		$	8,261		$	8,631		$	8,261		$	8,631		$	7,983
Loans collectively evaluated for impairment		675,002			605,483			675,002			605,483			624,105			744,677			646,665			744,677			646,665			704,942
Allowance for loan losses to loans collectively evaluated for impairment		1.27	%		1.51	%		1.27	%		1.51	%		1.37	%
Allowance for loan losses to loans collectively evaluated for impairment																	1.11	%		1.33	%		1.11	%		1.33	%		1.13	%

~~Our~~The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The allowance for loan losses is comprised of general reserves and specific reserves. The loan loss reserve, as a percentage of total loans at ~~September~~June 30, ~~2017, decreased to 1.32% from 1.40% at~~2018, remained consistent with December 31, ~~2016~~2017 at 1.15% and changed from ~~1.53%~~1.36% at ~~September~~June 30, ~~2016.~~2017. The change in ~~our~~ loan loss reserve as a percentage of total loans between periods is attributable to growth in the portfolio driven by new loans underwritten with lower loss expectations, improving historical loss experience, ~~qualitative factors, fewer loans migrating downward~~improvement in risk grade ~~classifications~~classification metrics, and improved charge-off levels. ~~Our~~The allowance for loan losses to non-performing loans was ~~155.61%~~270.66% at ~~September~~June 30, ~~2017,~~2018, compared with ~~97.30%~~150.27% at December 31, ~~2016,~~2017, and ~~93.96%~~136.50% at ~~September~~June 30, ~~2016.~~2017. Net recoveries ~~for~~in the first ~~nine~~six months of ~~2017~~2018 totaled ~~$10,000~~$528,000 compared to net loan charge-offs of ~~$652,000 for~~$82,000 in the first ~~nine~~six months of ~~2016.~~ 2017.

~~The following table sets forth the net charge-offs (recoveries) for the periods indicated:~~

Nine Months
Ended
September 30,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(in thousands)

Commercial
$ (39
)
$ (58
)
$ (27
)
Commercial Real Estate
(335
)
(339
)
1,225
Residential Real Estate
344 1,307 1,487
Consumer
(39
)
(200
)
37
Agriculture
70 (96
)
110
Other
(11
)
10 (9
)
Total net charge-offs (recoveries)
$ (10
)
$ 624 $ 2,823

The majority of ~~our~~ nonperforming loans are secured by real estate collateral,, and the underlying collateral coverage for nonperforming loans supports the likelihood of collection of our principal. ~~We have~~Management has assessed these loans for collectability and considered, among other things, the borrower’s ability to repay, the value of the underlying collateral, and other market conditions to ensure the allowance for loan losses is adequate to absorb probable incurred losses. ~~Our~~The allowance for non-performing loans to non-performing loans was ~~4.99%~~6.62% at ~~September~~June 30, ~~2017~~2018 compared with ~~2.62%~~1.98% at December 31, ~~2016,~~2017, and ~~2.88%~~2.00% at ~~September~~June 30, ~~2016.~~2017. The increase in this ratio from December 31, ~~2016~~2017 to ~~September~~June 30, ~~2017~~2018 was primarily attributable to ~~an allocated allowance for an individually evaluated loan.~~the improving non-performing loan trends during the period.

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The following table presents the unpaid principal balance, recorded investment and allocated allowance related to loans individually evaluated for impairment in the commercial real estate and residential real estate portfolios as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

	September 30, 2017						December 31, 2016						June 30, 2018						December 31, 2017
	Commercial Real Estate			Residential Real Estate			Commercial Real Estate			Residential Real Estate			Commercial Real Estate			Residential Real Estate			Commercial Real Estate			Residential Real Estate
	(in thousands)												(in thousands)
Unpaid principal balance	$	4,849		$	5,041		$	10,985		$	10,439		$	3,695		$	4,303		$	4,734		$	5,456
Prior charge-offs		(2,100	)		(949	)		(5,131	)		(1,818	)
Prior charge-offs														(2,262	)		(1,288	)		(2,099	)		(1,506	)

Recorded investment		2,749			4,092			5,854			8,621			1,433			3,015			2,635			3,950
Allocated allowance		(26	)		(386	)		(35	)		(350	)
Allocated allowance														(48	)		(258	)		—			(206	)

Recorded investment, less allocated allowance	$	2,723		$	3,706		$	5,819		$	8,271		$	1,385		$	2,757		$	2,635		$	3,744

Recorded investment, less allocated allowance/ Unpaid principal balance		56.16	%		73.52	%		52.97	%		79.23	%		37.48	%		64.07	%		55.66	%		68.62	%

Based on prior charge-offs, ~~our~~the current recorded investment in loans individually evaluated for impairment in the commercial real estate and residential real estate segments isof the portfolio are significantly below the unpaid principal balance for these loans. The recorded investment net of the allocated allowance was ~~56.16%~~37.48% and ~~73.52%~~64.07% of the unpaid principal balance in the commercial real estate and residential real estate segments of the portfolio, respectively, at ~~September~~June 30, ~~2017.~~

~~The following table illustrates recent trends in loans collectively evaluated for impairment and the related allowance for loan losses by portfolio segment (dollars in thousands):~~

September 30, 2017

December 31, 2016

Loans

Allowance

% to
Total

Loans

Allowance

% to
Total

Commercial
$ 107,008 $ 900 0.84
%
$ 97,166 $ 462 0.48
%
Commercial real estate
288,533 4,412 1.53 251,529 4,859 1.93
Residential real estate
224,805 2,830 1.26 227,668 3,076 1.35
Consumer
8,474 42 0.50 9,817 8 0.08
Agriculture
45,615 366 0.80 37,448 161 0.43
Other
567 2 0.35 477 2 0.42
Total
$ 675,002 $ 8,552 1.27
%
$ 624,105 $ 8,568 1.37
%

~~Our allowance for loan losses for loans collectively~~ evaluated for impairment declined to 1.27% at September 30, 2017 from 1.51% at September 30, 2016 and 1.37% at December 31, 2016. This decline was driven primarily by declining historical loss trends and an improving loan risk category classification mix and volume which are key factors for estimating general reserves. Other factors include the consideration of growth, composition and diversification of our loan portfolio, current delinquency levels, the results of recent regulatory communications and general economic conditions.2018.

Provision for Loan Losses – ~~No provision for loan losses was recorded for the first nine months of 2017, compared to a~~A negative provision for loan losses of ~~$1.9 million for the first nine months of 2016. No provision expense~~$150,000 was recorded for the second quarter and first ~~nine~~six months of ~~2017 due to~~2018 and no provision was recorded for the same periods in 2017. This was a result of declining historical loss rates, net recoveries for the six-month period, improvements in asset quality, ~~growth~~changes in the composition of the portfolio, and management’s assessment of risk within the portfolio. ~~Since December 31, 2016, the~~The pass category increased approximately ~~$46.8~~$47.4 million, the watch category ~~increased~~decreased approximately ~~$4.7~~$6.6 million, the special mention category ~~increased~~decreased approximately ~~$101,000,~~$49,000, and the substandard category declined approximately ~~$8.3~~$3.6 million. Net recoveries were ~~$10,000~~$528,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared with net charge-offs of ~~$652,000~~$82,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2016. We consider~~2017. Management considers the size and volume of our portfolio as well as the credit quality of ~~our~~the loan portfolio based upon risk category classification when determining the loan loss provision for each period and the allowance for loan losses at period end.

~~Foreclos~~edForeclosed Properties – Foreclosed properties at ~~September~~June 30, ~~2017~~2018 were ~~$6.3~~$4.5 million compared with ~~$6.8~~$6.3 million at June 30, 2017 and $4.4 million at December 31, ~~2016.~~2017. See ~~“Note~~Note 4 ~~- Other~~– “Other Real Estate Owned,” ~~of the notes~~ to the financial statements. During the first ~~nine~~six months of ~~2017, we~~2018, the Bank acquired ~~$270,000~~$730,000 of OREO properties, and sold properties totaling approximately ~~$738,000. We value~~$354,000. Management values foreclosed properties at fair value less estimated costs to sell when acquired and ~~expect~~expects to liquidate these properties to recover our investment in the due course of business.

OREO is recorded at fair market value less estimated cost to sell at time of acquisition. Any write-down of the property at the time of acquisition is charged to the allowance forfor loan losses. ~~Subsequent reductions in fair value~~When foreclosed properties are ~~recorded as non-interest expense. When OREO is~~ acquired, ~~we obtain~~management obtains a new appraisal ofor has staff from the ~~subject property or have staff in our~~Bank’s special assets group evaluate the latest in-file ~~appraisal. We~~appraisal in connection with the transfer to OREO. Management typically ~~obtain~~obtains updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent. Subsequent reductions in fair value are recorded as non-interest expense when a new appraisal indicates a decline in value or in cases where a listing price is lowered below the appraisal amount.

Net gain (loss) on sales, write-downs, and operating expenses for OREO totaled ~~$92,000~~$319,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~net~~income of $19,000 after considering gains on sales and operating expenses ~~of $1.3 million in~~for the ~~same period of 2016.~~six months ending June 30, 2017. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, fair value write-downs of ~~$98,000~~$325,000 were recorded to reflect declines in fair value driven by reductions in ~~listing~~marketing prices ~~and new appraisals~~ compared with ~~$970,000~~no write-downs for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

Liabilities – Total liabilities at ~~September~~June 30, ~~2017~~2018 were ~~$922.9~~$954.1 million compared with ~~$912.4~~$898.1 million at December 31, ~~2016,~~2017, an increase of ~~$10.5~~$56.0 million, or ~~1.1%~~6.2%. This increase was primarily attributable to an increase in ~~total deposits~~FHLB advances of ~~$16.9~~$59.8 million, ~~and the issuance of $10.0 million in senior debt,~~ offset by a decrease in ~~FHLB advances~~junior subordinated debentures of ~~$5.6 million and a decrease in accrued interest payable and other liabilities of $10.2 million due to payment of a litigation settlement.~~$2.3 million.

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Deposits are our primary source of funds. The following table sets forth the average daily balances and weighted average rates paid for our deposits for the periods indicated:

	For the Nine Months					For the Year					For the Six Months					For the Year
	Ended September 30,					Ended December 31,					Ended June 30,					Ended December 31,
	2017					2016					2018					2017
	Average		Average			Average		Average			Average		Average			Average		Average
	Balance		Rate			Balance		Rate			Balance		Rate			Balance		Rate
	(dollars in thousands)										(dollars in thousands)
Demand	$	125,932				$	119,736				$	133,742				$	129,088
Interest checking		102,744		0.13	%		96,294		0.13	%		92,565		0.13	%		101,980		0.13	%
Money market		141,777		0.55			136,423		0.58			151,292		0.71			145,281		0.55
Savings		35,650		0.17			34,257		0.18			35,446		0.16			35,486		0.17
Certificates of deposit		458,732		0.92			466,007		0.88			425,703		1.12			452,443		0.93
Total deposits	$	864,835		0.60	%	$	852,717		0.60	%	$	838,748		0.72	%	$	864,278		0.60	%

The following table sets forth the average daily balances and weighted average rates paid for our certificates of deposit for the periods indicated:

	For the Nine Months					For the Year					For the Six Months					For the Year
	Ended September 30,					Ended December 31,					Ended June 30,					Ended December 31,
	2017					2016					2018					2017
	Average		Average			Average		Average			Average		Average			Average		Average
	Balance		Rate			Balance		Rate			Balance		Rate			Balance		Rate
	(dollars in thousands)										(dollars in thousands)
Less than $250,000	$	425,828		0.91	%	$	437,955		0.88	%
$250,000 or more		32,904		0.99	%		28,052		0.97	%
Less than $250,000											$	396,691		1.11	%	$	419,816		0.92	%
$250,000 or more												29,012		1.25	%		32,627		1.01	%
Total	$	458,732		0.92	%	$	466,007		0.88	%	$	425,703		1.12	%	$	452,443		0.93	%

The following table shows at ~~September~~June 30, ~~2017~~2018 the amount of our time deposits of $250,000 or more by time remaining until maturity (in thousands):

Maturity Period	Maturity Period			Maturity Period

Three months or less		$	5,227		$	1,558
Three months through six months			5,264			2,704
Six months through twelve months			3,026			10,059
Over twelve months			19,567			14,244
Total		$	33,084		$	28,565

Liquidity

Liquidity risk arises from the possibility we the Company may not be able to satisfy current or future financial commitments, or may become unduly reliant on alternative funding sources. The objective of liquidity risk management is to ensure that we meet the cash flow requirements of depositors and borrowers, as well as ~~our~~ operating cash needs, taking into account all on- and off-balance sheet funding demands. Liquidity risk management also involves ensuring that ~~we meet our~~ cash flow needs are met at a reasonable cost. ~~We maintain~~Management maintains an investment and funds management policy, which identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. ~~Our~~The Asset Liability Committee regularly monitors and reviews ~~our~~the liquidity position.

Funds are available to the Bank from ~~several~~a number of sources, including the sale of securities in the available for sale investment portfolio, principal pay-downs on loans and mortgage-backed securities, customer deposit inflows, and other wholesale funding.

WeThe Bank also ~~borrow~~borrows from the FHLB to supplement ~~our~~ funding requirements. At ~~September~~June 30, ~~2017, we~~2018, the Bank had an unused borrowing capacity with the FHLB of ~~$74.8~~$19.4 million. Advances are collateralized by first mortgage residential loans and borrowing capacity is based on the underlying book value of eligible pledged loans.

WeThe Bank also ~~have~~has available on ~~an un~~a secured basis federal funds borrowing lines from a correspondent bank totaling $5.0 million. Management believes ~~our~~the sources of liquidity are adequate to meet expected cash needs for the foreseeable future. ~~However,~~Historically, the ~~availability of these lines could be affected by our financial position.~~

~~Historically, we have~~Bank has also utilized brokered ~~and wholesale~~ deposits to supplement ~~our~~it’s funding strategy. At ~~September~~June 30, ~~2017, we~~2018, the Bank had no brokered deposits.

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The Company uses cash on hand to service senior debt, service junior subordinated debentures, and to provide for operating cash flow needs. The Company also may issue common equity, preferred equity and debt to support cash flow needs and liquidity requirements. At June 30, 2018, cash on hand totaled $6.3 million, of which, $612,000 is held in escrow by the Company’s senior debt holder to service interest payments.

Capital

~~Stockholders’~~Stockholders’ equity increased ~~$7.3~~$13.7 million to ~~$40.1~~$86.4 million at ~~September~~June 30, ~~2017,~~2018, compared with ~~$32.7~~$72.7 million at December 31, ~~2016~~2017 primarily due to the $14.9 million private placement of common stock completed during the first quarter of 2018, as well as current year net income of ~~$5.1~~$3.9 million, offset by the $3.5 million repurchase of the Company’s series E and F preferred shares and the other comprehensive loss for the first six months of 2018 of $1.8 million.

On June 26, 2018, the Company completed the purchase and retirement of all of its issued and outstanding Series E and Series F Non-Voting Perpetual Preferred Shares for an ~~increase~~aggregate price of $3.5 million paid in ~~the fair value~~cash. The Series E and Series F Shares had an aggregate liquidation preference of ~~our available for sale securities portfolio of $1.9~~$10.5 million.

The following table shows the ratios of Tier 1 capital, common equity Tier 1 capital, and total capital to risk-adjusted assets and the leverage ratios (excluding the capital conservation buffer) for the Bank at the dates ~~indicated. Regulatory minimums and well-capitalized minimums are prompt corrective action standards.~~indicated:

Regulatory Minimums

Well-Capitalized
Minimums

September 30, 2017

December 31, 2016

Tier 1 Capital
6.0 % 8.0 % 9.66 % 8.28 %
Common equity Tier 1 capital
4.5 6.5 9.66 8.28
Total risk-based capital
8.0 10.0 11.10 9.88
Tier 1 leverage ratio
4.0 5.0 7.73 6.24

	Regulatory Minimums			Well-Capitalized Minimums			June 30, 2018			December 31, 2017

Tier 1 Capital		6.0	%		8.0	%		11.23	%		10.35	%
Common equity Tier 1 capital		4.5			6.5			11.23			10.35
Total risk-based capital		8.0			10.0			12.26			11.61
Tier 1 leverage ratio		4.0			5.0			9.37			8.70

Failure to meet minimum capital requirements could result in ~~additional~~ discretionary actions by regulators that, if taken, could have a materially adverse effect on our financial condition.

Each of the federal bank regulatory agencies has established risk-based capital requirements for banking organizations. The Basel III regulatory capital reforms became effective for the Company and Bank on January 1, 2015, and include new minimum risk-based capital and leverage ratios. These rules refine the definition of what constitutes “capital” for purposes of calculating those ratios, including the definitions of Tier 1 capital and Tier 2 capital. The final rules allow banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and the Bank opted out of this requirement. The rules also establish a “capital conservation buffer” of 2.5%, to be phased in over three years, above the regulatory minimum risk-based capital ratios. Once the capital conservation buffer is fully phased in, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0%, a Tier 1 risk-based capital ratio of 8.5%, and a total capital to total risk-weighted assets (“total risk-based capital ratio”) of 10.5%. The ~~phase-in of the~~ capital conservation buffer ~~requirement began in January 2016 at 0.625% of risk-weighted assets~~for 2018 is 1.875% and ~~increases to~~ 1.25% ~~in 2017, 1.875% in 2018, and 2.5% in 2019.~~for 2017. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum levels plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Given an instantaneous 100 basis point increase in interest rates, ~~sustained for one year, our~~the base net interest income would increase by an estimated ~~0.11%~~0.9% at ~~September~~both June 30, ~~2017, compared with a decrease of 2.5% at~~2018 and December 31, ~~2016, and is within the risk tolerance parameters of our risk management policy.~~2017. Given a 200 basis point increase in interest rates, ~~sustained for one year,~~ base net interest income would increase by an estimated ~~0.10%~~1.6% at ~~September~~June 30, ~~2017,~~2018, compared with ~~a decrease~~an increase of ~~5.1%~~1.7% at December 31, ~~2016, and is within the risk tolerance parameters of our risk management policy.~~2017.

The following table indicates the estimated impact on net interest income under various interest rate scenarios for the twelve months following ~~September~~ June 30, ~~2017,~~2018, as calculated using the static shock model approach:

	Change in Future Net Interest Income						Change in Future Net Interest Income
	Dollar Change			Percentage Change			Dollar Change			Percentage Change
	(dollars in thousands)						(dollars in thousands)
+ 200 basis points	$	30			0.10	%	$	520			1.57	%
+ 100 basis points		35			0.11			287			0.87
- 100 basis points		(1,290	)		(4.16	)
- 200 basis points		(2,184	)		(7.03	)
- 100 basis points								(487	)		(1.47	)
- 200 basis points								(1,235	)		(3.73	)

Item 4. Controls and Procedures

As of the end of the quarterly period covered by this report, an evaluation was carried out under the supervision and with the participation of the ~~Company~~’sCompany’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were, to the best of their knowledge, effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms as of such date.

There was no change in the ~~Company~~’sCompany’s internal control over financial reporting that occurred during the Company’s fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

WeThe Company and Bank are subject to claims and lawsuits that arise primarily in the ordinary course of business. Litigation is subject to inherent uncertainties and unfavorable outcomes could occur. See ~~Footnote~~Note 13, “Off Balance Sheet Risks, Commitments, and Contingent Liabilities” into the ~~Notes to our~~ consolidated financial statements for additional detail regarding ~~our~~ involvement in legal proceedings.

Item 1A. Risk Factors

We ~~refer you~~Refer to the detailed cautionary statements and discussion of risks that affect ~~our~~the Company and its business in “Item 1A – Risk Factors” of ~~our~~the Annual Report on Form 10-K, for the year ended December 31, ~~2016.~~2017. There have been no material changes from the risk factors previously discussed in those reports.

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

Not applicable.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable

Item 6. Exhibits

(a) Exhibits

The following exhibits are filed or furnished as part of this report:

Exhibit Number		Description of Exhibit

3.1	Articles of Incorporation of the Company, restated to reflect all amendments to date.

3.2	Amended and Restated Bylaws of the Company dated June 18, 2018, incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K dated June 18, 2018.

4.1	Tax Benefits Preservation Plan, dated as of June 25, 2015, between the Company and American Stock Transfer Company, as Rights Agent. Exhibit 3.1 to Form 8-K filed June 29, 2015 is incorporated by reference.

4.2	Amendment No. 1 to the Tax Benefits Preservation Plan, dated August 4, 2015. Exhibit 4.2 to the Quarterly Report on 10-Q filed August 5, 2015 is incorporated by reference.

4.3	Amendment No. 2 to the Tax Benefits Preservation Plan dated May 23, 2018, incorporated by reference to Exhibit 4 of the Current Report on Form 8-K dated May 23, 2018.

10.1	Limestone Bancorp, Inc. 2018 Omnibus Equity Compensation Plan, Appendix B to Schedule 14A Proxy Statement (DEF 14A) filed April 13, 2018 is incorporated by reference.

10.2	Offer to Purchase Issued and Outstanding Series E Preferred Shares and Series F Preferred Shares dated June 25, 2018, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K dated June 25, 2018.

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a - 14(a).

31.2		Certification of Principal Financial Officer, pursuant to Rule 13a - 14(a).

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		~~Certification~~Certification of Principal 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 ~~Company~~’sCompany’s Quarterly Report on Form 10Q for the quarter ended ~~September~~June 30, ~~2017,~~2018, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.

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SIGNATURES

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

	~~PORTER~~LIMESTONE BANCORP, INC.
	(Registrant)

~~November~~August 2,~~, 2017~~ 2018	By:	/s/ John T. Taylor
		John T. Taylor
		Chief Executive Officer

~~November~~August 2,~~, 2017~~ 2018	By:	/s/ Phillip W. Barnhouse
		Phillip W. Barnhouse
		Chief Financial Officer

52 50

		Page
PART I –	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	~~MANAGEMENT~~’SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS~~OPERATIONS	34 33
ITEM 3.	QUANTITATIVE AND QUALITATIVE ~~DISCLOSURES~~DISCLOSURES ABOUT MARKET RISK	5048
ITEM 4.	CONTROLS AND PROCEDURES	50 48

PART II –	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	~~LEGAL PROCEEDINGS~~	5149
ITEM 1A.	RISK FACTORS	5149
ITEM 2.	~~UNREGISTERED~~UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS	5149
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5149
ITEM 4.	MINE SAFETY DISCLOSURES	5149
ITEM 5.	OTHER INFORMATION	5149
ITEM 6.	EXHIBITS	5149

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Held to maturity
State and municipal	$	41,424	$	1,973	$	—	$	43,397
Total held to maturity	$	41,424	$	1,973	$	—	$	43,397

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
December 31, 2016
Available for sale
U.S. Government and federal agency	$	34,757	$	50	$	(708	)	$	34,099
Agency mortgage-backed: residential		103,390		455		(1,492	)		102,353
Collateralized loan obligations		11,203		—		—			11,203
State and municipal		2,028		25		(8	)		2,045
Corporate bonds		3,069		24		(3	)		3,090
Total available for sale	$	154,447	$	554	$	(2,211	)	$	152,790

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
Held to maturity
State and municipal	$	41,818	$	1,272	$	(18	)	$	43,072
Total held to maturity	$	41,818	$	1,272	$	(18	)	$	43,072

	September 30,		December 31,
	2017		2016
	(in thousands)
Advances with fixed rates from 0.00% to 5.24% and maturities ranging from 2017 through 2033, averaging 1.24% at September 30, 2017 and 0.85% at December 31, 2016	$	16,847	$	22,458

	Advances
Year 1	$	15,203
Year 2		182
Year 3		492
Year 4		739
Year 5		108
Thereafter		123
	$	16,847

	Advances
Year 1	$	70,173
Year 2		481
Year 3		738
Year 4		99
Year 5		93
Thereafter		46
	$	71,630

October 2017 – December 2017	$	129
2018		258
2019		99
2020 & thereafter		25

	As of September 30,					As of December 31,
	2017					2016
	Amount		Percent			Amount		Percent
			(dollars in thousands)

Commercial	$	107,616		15.77	%	$	97,761		15.29	%
Commercial Real Estate
Construction		44,956		6.59			36,330		5.68
Farmland		88,370		12.95			71,507		11.19
Nonfarm nonresidential		157,956		23.14			149,546		23.39
Residential Real Estate
Multi-family		55,684		8.16			48,197		7.54
1-4 Family		173,213		25.38			188,092		29.42
Consumer		8,474		1.24			9,818		1.54
Agriculture		45,675		6.69			37,508		5.87
Other		567		0.08			477		0.08
Total loans	$	682,511		100.00	%	$	639,236		100.00	%

	Nine Months Ended September 30, 2017			Year Ended December 31, 2016			Year Ended December 31, 2015
	(in thousands)
Commercial	$	(39	)	$	(58	)	$	(27	)
Commercial Real Estate		(335	)		(339	)		1,225
Residential Real Estate		344			1,307			1,487
Consumer		(39	)		(200	)		37
Agriculture		70			(96	)		110
Other		(11	)		10			(9	)
Total net charge-offs (recoveries)	$	(10	)	$	624		$	2,823

	September 30, 2017							December 31, 2016
	Loans		Allowance		% to Total			Loans		Allowance		% to Total

Commercial	$	107,008	$	900		0.84	%	$	97,166	$	462		0.48	%
Commercial real estate		288,533		4,412		1.53			251,529		4,859		1.93
Residential real estate		224,805		2,830		1.26			227,668		3,076		1.35
Consumer		8,474		42		0.50			9,817		8		0.08
Agriculture		45,615		366		0.80			37,448		161		0.43
Other		567		2		0.35			477		2		0.42
Total	$	675,002	$	8,552		1.27	%	$	624,105	$	8,568		1.37	%

	Regulatory Minimums			Well-Capitalized Minimums			September 30, 2017			December 31, 2016

Tier 1 Capital		6.0	%		8.0	%		9.66	%		8.28	%
Common equity Tier 1 capital		4.5			6.5			9.66			8.28
Total risk-based capital		8.0			10.0			11.10			9.88
Tier 1 leverage ratio		4.0			5.0			7.73			6.24