Limestone Bancorp (LMST) 10-Q 2014 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2014

Or

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

For the transition period from                    to                    

Commission file number: 001-33033

PORTER BANCORP, INC.

(Exact name of registrant as specified in its charter)

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’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  x    No  ¨

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

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

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

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

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

12,894,717 shares of Common Stock, no par value, were outstanding at April 30, 2014.

INDEX

		Page
PART I –	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS		3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		34
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		50
ITEM 4.	CONTROLS AND PROCEDURES		50
PART II –	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		51
ITEM 1A.	RISK FACTORS		51
ITEM 2.	UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS		51
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		51
ITEM 4.	MINE SAFETY DISCLOSURES		51
ITEM 5.	OTHER INFORMATION		51
ITEM 6.	EXHIBITS		51

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

Unaudited Consolidated Balance Sheets for March 31, 2014 and December 31, 2013

Unaudited Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013

Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2014 and 2013

Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2014

Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013

Notes to Unaudited Consolidated Financial Statements

3

PORTER BANCORP, INC.

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)

	March 31, 2014			December 31, 2013
Assets
Cash and due from financial institutions	$	105,241		$	109,407
Federal funds sold		1,494			1,727
Cash and cash equivalents		106,735			111,134
Securities available for sale		166,442			163,344
Securities held to maturity (fair value of $43,946 and $42,947, respectively)		43,550			43,612
Mortgage loans held for sale		—			149
Loans, net of allowance of $25,415 and $28,124, respectively		657,176			681,202
Premises and equipment		19,821			19,983
Other real estate owned		45,918			30,892
Federal Home Loan Bank stock		7,323			10,072
Bank owned life insurance		8,981			8,911
Accrued interest receivable and other assets		7,584			6,822
Total assets	$	1,063,530		$	1,076,121
Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	110,507		$	107,486
Interest bearing		864,366			880,219
Total deposits		974,873			987,705
Repurchase agreements		2,240			2,470
Federal Home Loan Bank advances		4,345			4,492
Accrued interest payable and other liabilities		15,110			14,673
Subordinated capital note		5,625			5,850
Junior subordinated debentures		25,000			25,000
Total liabilities		1,027,193			1,040,190
Stockholders’ equity
Preferred stock, no par, 1,000,000 shares authorized,
Series A – 35,000 issued and outstanding;
Liquidation preference of $35.0 million at March 31, 2014 and December 31, 2013		35,000			35,000
Series C – 317,042 issued and outstanding;
Liquidation preference of $3.6 million at March 31, 2014 and December 31, 2013		3,283			3,283
Total preferred stockholders’ equity		38,283			38,283
Common stock, no par, 86,000,000 shares authorized, 12,894,741 and 12,840,999 shares issued and outstanding, respectively		112,236			112,236
Additional paid-in capital		21,020			20,887
Retained deficit		(131,255	)		(130,182	)
Accumulated other comprehensive loss		(3,947	)		(5,293	)
Total common stockholders’ equity (deficit)		(1,946	)		(2,352	)
Total stockholders’ equity		36,337			35,931
Total liabilities and stockholders’ equity	$	1,063,530		$	1,076,121

See accompanying notes to unaudited consolidated financial statements.

4

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Operations

(dollars in thousands, except per share data)

	Three Months Ended March 31,
	2014			2013
Interest income
Loans, including fees	$	8,321		$	10,033
Taxable securities		1,173			867
Tax exempt securities		241			221
Federal funds sold and other		162			137
		9,897			11,258
Interest expense
Deposits		2,361			2,704
Junior subordinated debentures		152			154
Subordinated capital note		50			58
Federal Home Loan Bank advances		33			43
Federal funds purchased and other		1			1
		2,597			2,960
Net interest income		7,300			8,298
Provision for loan losses		—			450
Net interest income after provision for loan losses		7,300			7,848
Non-interest income
Service charges on deposit accounts		468			493
Income from fiduciary activities		—			517
Bank card interchange fees		161			172
Other real estate owned rental income		7			112
Net gain on sales of securities		44			—
Income from bank owned life insurance		76			79
Other		159			274
		915			1,647
Non-interest expense
Salaries and employee benefits		3,741			4,139
Occupancy and equipment		892			931
Loan collection expense		539			1,035
Other real estate owned expense		662			791
FDIC insurance		540			639
State franchise tax		425			537
Professional fees		558			406
Communications		235			175
Insurance expense		149			151
Postage and delivery		110			113
Other		651			647
		8,502			9,564
Loss before income taxes		(287	)		(69	)
Income tax expense		—			—
Net loss		(287	)		(69	)
Less:
Dividends on preferred stock		786			438
Accretion on Series A preferred stock		—			45
Earnings allocated to participating securities		(97	)		(28	)
Net loss attributable to common shareholders	$	(976	)	$	(524	)
Basic and diluted loss per common share	$	(0.08	)	$	(0.04	)

See accompanying notes to unaudited consolidated financial statements.

5

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended March 31,
	2014			2013
Net loss	$	(287	)	$	(69	)
Other comprehensive income (loss):
Unrealized gain (loss) on securities:
Unrealized gain (loss) arising during the period		1,589			(48	)
Reclassification of amount realized through sales		44			—
Other comprehensive income (loss)		1,633			(48	)
Comprehensive income (loss)	$	1,346		$	(117	)

See accompanying notes to unaudited consolidated financial statements.

6

PORTER BANCORP, INC.

Unaudited Consolidated Statement of Changes in Stockholders’ Equity

For Three Months Ended March 31, 2014

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

	Shares							Amount						Additional Paid-In Capital					Accumulated Other Comprehensive Loss
	Common			Series A Preferred		Series C Preferred		Common		Series A Preferred		Series C Preferred				Retained Deficit						Total
Balances, January 1, 2014		12,840,999			35,000		317,042	$	112,236	$	35,000	$	3,283	$	20,887	$	(130,182	)	$	(5,293	)	$	35,931
Issuance of unvested stock		54,220			—		—		—		—		—		—		—			—			—
Forfeited unvested stock		(478	)		—		—		—		—		—		—		—			—			—
Stock-based compensation expense		—			—		—		—		—		—		133		—			—			133
Net loss		—			—		—		—		—		—		—		(287	)		—			(287	)
Net change in accumulated other comprehensive loss, net of taxes		—			—		—		—		—		—		—		—			1,346			1,346
Dividends on Series A preferred stock		—			—		—		—		—		—		—		(786	)		—			(786	)
Balances, March 31, 2014		12,894,741			35,000		317,042	$	112,236	$	35,000	$	3,283	$	21,020	$	(131,255	)	$	(3,947	)	$	36,337

See accompanying notes to unaudited consolidated financial statements.

7

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Cash Flows

For Three Months Ended March 31, 2014 and 2013

(dollars in thousands)

	2014			2013
Cash flows from operating activities
Net loss	$	(287	)	$	(69	)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization		418			548
Provision for loan losses		—			450
Net amortization on securities		400			610
Stock-based compensation expense		133			103
Net gain on loans originated for sale		(24	)		(58	)
Loans originated for sale		(872	)		(1,190	)
Proceeds from sales of loans originated for sale		1,045			1,744
Net gain on sales of investment securities		(44	)		—
Net loss on sales of other real estate owned		—			197
Net write-down of other real estate owned		250			307
Earnings on bank owned life insurance, net of premium expense		(70	)		(74	)
Net change in accrued interest receivable and other assets		(879	)		762
Net change in accrued interest payable and other liabilities		(349	)		(537	)
Net cash from operating activities		(279	)		2,793
Cash flows from investing activities
Purchases of available for sale securities		(6,183	)		(15,294	)
Sales and calls of available for sale securities		329			—
Maturities and prepayments of available for sale securities		3,808			9,864
Proceeds from sale of other real estate owned		2,075			2,640
Proceeds from redemption of Federal Home Loan Bank stock		2,749			—
Loan originations and payments, net		6,608			50,983
Purchases of premises and equipment, net		(72	)		(160	)
Net cash from investing activities		9,314			48,033
Cash flows from financing activities
Net change in deposits		(12,832	)		(28,699	)
Net change in repurchase agreements		(230	)		219
Advances from Federal Home Loan Bank		25			—
Repayment of Federal Home Loan Bank advances		(172	)		(280	)
Repayment of subordinated capital note		(225	)		(450	)
Net cash from financing activities		(13,434	)		(29,210	)
Net change in cash and cash equivalents		(4,399	)		21,616
Beginning cash and cash equivalents		111,134			49,572
Ending cash and cash equivalents	$	106,735		$	71,188
Supplemental cash flow information:
Interest paid	$	2,491		$	4,992
Income taxes paid (refunded)		—			—
Supplemental non-cash disclosure:
Transfer from loans to other real estate	$	17,351		$	3,680
Financed sales of other real estate owned		—			15

See accompanying notes to unaudited consolidated financial statements.

8

PORTER 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 Bancorp, Inc. (Company or PBI) and its subsidiary, PBI 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 and 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 three months ended March 31, 2014 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, 2013 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. The allowance for loan losses, fair values of financial instruments, stock compensation, deferred tax assets, other intangibles, and fair values of other real estate owned are particularly subject to change.

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

Note 2 – Going Concern Considerations and Future Plans

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. However, the events and circumstances described in this Note create substantial doubt about the Company’s ability to continue as a going concern.

During the first three months of 2014, we reported net loss attributable to common shareholders of $976,000, compared with net loss attributable to common shareholders of $524,000 for the first three months of 2013. The increase in net loss in 2014 compared to 2013 is primarily attributable to declining interest income driven by the sizeable reduction in our loan portfolio and the absence of income from fiduciary activities in the current quarter compared to $517,000 in the first quarter of 2013 as we curtailed providing trust services early in 2013.

At March 31, 2014, we continued to be involved in various legal proceedings in which we dispute the material factual allegations. After conferring with our legal advisors, we believe we have meritorious grounds on which to prevail. If we do not prevail, the ultimate outcome of any one of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. These matters are more fully described in Note 13 – “Contingencies”.

For the year ended December 31, 2013, we reported a net loss to common shareholders of $3.4 million, compared to a net loss to common shareholders of $33.4 million for the year ended December 31, 2012. This loss coupled with the comprehensive loss for the year reduced shareholders equity to $35.9 million, from $47.2 million at the end of 2012. This reduction was attributable primarily to OREO expense of $4.5 million resulting from fair value write-downs driven by new appraisals and reduced marketing prices, net loss on sales, and ongoing operating expense, along with $4.7 million in loan collection expenses. The reduction was also attributable to a reduction in the fair value of securities of $8.4 million, net, as well as the accrual of dividends and accretion to preferred shareholders of $2.1 million. We also had lower net interest margin due to lower average loans outstanding, loans re-pricing at lower rates, and the level of non-performing loans in our portfolio.

In the fourth quarter of 2011 we began deferring interest payments on our junior subordinated notes, which resulted in a deferral of distributions on our trust preferred securities. If we cannot pay all unpaid deferred distributions on our trust preferred securities for more than twenty consecutive quarters, we will be in default, and the holders of our trust preferred securities would become entitled to payment of the full amount of outstanding principal plus accrued and unpaid interest. At March 31, 2014, cumulative accrued and unpaid interest on our junior subordinated notes totaled $1.7 million. Future cash dividends on our common stock are subject to the prior payment of all deferred distributions on our trust preferred securities.

In June 2011, the Bank agreed to a Consent Order with the FDIC and KDFI in which the Bank agreed, among other things, to improve asset quality, reduce loan concentrations, and maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. The Consent Order was included in our Current Report on 8-K filed on June 30, 2011. In October 2012, the Bank entered into a new Consent Order with the FDIC and KDFI again agreeing to maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. The Bank also agreed that if it should be unable to reach the required capital levels, and if directed in writing by the FDIC, then the Bank would within 30 days develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution or otherwise immediately obtain a sufficient capital investment into the Bank to fully meet the capital requirements.

9

We expect to continue to work with our regulators toward capital ratio compliance as outlined in the written capital plan previously submitted by the Bank. The new Consent Order also requires the Bank to continue to adhere to the plans implemented in response to the June 2011 Consent Order, and includes the substantive provisions of the June 2011 Consent Order. The new Consent Order was included in our Current Report on 8-K filed on September 19, 2012. As of March 31, 2014, the capital ratios required by the Consent Order were not met.

In order to meet these capital requirements, the Board of Directors and management are continuing to evaluate strategies to achieve the following objectives:

• Increasing capital through a possible public offering or private placement of common stock to new and existing shareholders. We have engaged a financial advisor to assist our Board in evaluating our options for increasing capital and redeeming our Series A Preferred Stock.

• Continuing to operate the Company and Bank in a safe and sound manner. This strategy may require us to reduce our lending concentrations, remediate non-performing loans, and reduce other noninterest expense through the disposition of OREO.

• Management succession and adding resources to the management team. John T. Taylor succeeded Maria Bouvette as CEO for PBI Bank in 2012 and CEO of the Company in 2013. In addition, we appointed new executives to lead key functions of our banking operations. John R. Davis became Chief Credit Officer of PBI Bank in 2012, with responsibility for establishing and executing credit quality policies and overseeing credit administration for the organization. We have also augmented our staffing in the commercial lending area, now led by Joe C. Seiler.

• Evaluating our internal processes and procedures, distribution of labor, and work-flow to ensure we have adequately and appropriately deployed resources in an efficient manner in the current environment.

• Executing on our commitment to improve credit quality and reduce loan concentrations and balance sheet risk.

^¡  We have reduced the size of our loan portfolio significantly from $1.3 billion at December 31, 2010 to $682.6 million at March 31, 2014.

^¡  Our Consent Order calls for us to reduce our construction and development loans to not more than 75% of total risk-based capital. We have now been in compliance for eight quarters. Construction and development loans totaled $41.8 million, or 50% of total risk-based capital, at March 31, 2014, down from $43.3 million, or 52% of total risk-based capital, at December 31, 2013.

^¡  Our Consent Order also requires us to reduce non-owner occupied commercial real estate loans, construction and development loans, and multi-family residential real estate loans as a group, to not more than 250% of total risk-based capital. While we have made significant progress, we were not in compliance with this concentration limit at March 31, 2014. These loans totaled $226.9 million, or 273% of total risk-based capital, at March 31, 2014 and $237.0 million, or 284% of total risk-based capital, at December 31, 2013.

^¡  We have reduced the construction loan portfolio from $199.5 million at December 31, 2010 to $41.8 million at March 31, 2014. Our non-owner occupied commercial real estate loans declined from $293.3 million at December 31, 2010 to $146.4 million at March 31, 2014.

• Executing on our commitment to sell other real estate owned and reinvest in quality income producing assets.

^¡  The remediation process for loans secured by real estate has led the Bank to acquire significant levels of OREO since 2010. The Bank acquired $20.6 million, $33.5 million, $41.9 million, and $90.8 million during 2013, 2012, 2011, and 2010, respectively. For the three months ended March 31, 2014, we acquired $17.4 million of OREO.

^¡  We have incurred significant losses in disposing of this real estate. We incurred losses totaling $2.6 million, $9.3 million, $42.8 million, and $13.9 million in 2013, 2012, 2011, and 2010, respectively, from sales at less than carrying values and fair value write-downs attributable to declines in appraisal valuations and changes in our pricing strategies. During the three months ended March 31, 2014, we incurred OREO losses totaling $250,000 from declining values as evidenced by new appraisals and reduced marketing prices in connection with our sales strategies.

10

^¡  To ensure we maximize the value we receive upon the sale of OREO, we continually evaluate sales opportunities. Proceeds from the sale of OREO totaled $2.1 million during the three months ended March 31, 2014 and $30.8 million, $22.5 million, $26.0 million and $25.0 million during the years ended December 31, 2013, 2012, 2011, and 2010, respectively.

^¡  At December 31, 2013, the OREO portfolio consisted of 62% construction, development, and land assets. At March 31, 2014, this concentration decreased to 42%; however, the balance increased from $19.2 million to $19.4 million. Commercial real estate represents 16% of the OREO portfolio at March 31, 2014 compared with 19% at December 31, 2013. 1-4 family residential properties represent 25% of the OREO portfolio at March 31, 2014 compared with 16% at December 31, 2013, and multi-family properties represent 15% of the OREO portfolio at March 31, 2014, compared to 1% at December 31, 2013.

Bank regulatory agencies can exercise discretion when an institution does not meet the terms of a consent order. Based on individual circumstances, the agencies may issue mandatory directives, impose monetary penalties, initiate changes in management, or take more serious adverse actions.

Note 3 – Securities

The fair value of available for sale 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)
March 31, 2014
Available for sale
U.S. Government and federal agency	$	30,460	$	278	$	(1,333	)	$	29,405
Agency mortgage-backed: residential		105,344		788		(1,289	)		104,843
State and municipal		12,521		625		(19	)		13,127
Corporate bonds		18,024		765		(366	)		18,423
Other debt securities		572		72		—			644
Total available for sale	$	166,921	$	2,528	$	(3,007	)	$	166,442
Held to maturity
State and municipal	$	43,550	$	440	$	(44	)	$	43,946
Total held to maturity	$	43,550	$	440	$	(44	)	$	43,946
December 31, 2013
Available for sale
U.S. Government and federal agency	$	31,026	$	284	$	(1,444	)	$	29,866
Agency mortgage-backed: residential		102,435		458		(1,950	)		100,943
State and municipal		12,965		608		(28	)		13,545
Corporate bonds		18,002		769		(610	)		18,161
Other debt securities		572		60		—			632
Total debt securities		165,000		2,179		(4,032	)		163,147
Equity		135		62		—			197
Total available for sale	$	165,135	$	2,241	$	(4,032	)	$	163,344
Held to maturity
State and municipal	$	43,612	$	3	$	(668	)	$	42,947
Total held to maturity	$	43,612	$	3	$	(668	)	$	42,947

11

Sales and calls of available for sale securities were as follows:

	Three Months Ended March 31,
	(in thousands)
	2014		2013
Proceeds	$	329	$	—
Gross gains		44		—
Gross losses		—		—

The amortized cost and fair value of the debt investment securities portfolio are shown by contractual maturity. Contractual maturities may differ from actual maturities if issuers 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 separately.

	March 31, 2014
	Amortized Cost		Fair Value
	(in thousands)
Maturity
Available for sale
Within one year	$	15,645	$	15,337
One to five years		13,576		14,606
Five to ten years		31,784		31,012
Beyond ten years		572		644
Agency mortgage-backed: residential		105,344		104,843
Total	$	166,921	$	166,442
Held to maturity
One to five years	$	2,998	$	2,998
Five to ten years		36,143		36,491
Beyond ten years		4,409		4,457
Total	$	43,550	$	43,946

Securities pledged at March 31, 2014 and December 31, 2013 had carrying values of approximately $66.9 million and $84.2 million, respectively, and were pledged to secure public deposits and repurchase agreements.

12

Securities with unrealized losses at March 31, 2014 and December 31, 2013, 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)
March 31, 2014
Available for sale
U.S. Government and federal agency	$	22,005	$	(1,191	)	$	1,694	$	(142	)	$	23,699	$	(1,333	)
Agency mortgage-backed:     residential		28,191		(584	)		19,241		(705	)		47,432		(1,289	)
State and municipal		466		(19	)		—		—			466		(19	)
Corporate bonds		9,031		(366	)		—		—			9,031		(366	)
Total temporarily impaired	$	59,693	$	(2,160	)	$	20,935	$	(847	)	$	80,628	$	(3,007	)
Held to maturity
State and municipal		12,342		(44	)		—		—			12,342		(44	)
Total temporarily impaired	$	12,342	$	(44	)	$	—	$	—		$	12,342	$	(44	)
December 31, 2013
Available for sale
U.S. Government and federal agency	$	24,129	$	(1,444	)	$	—	$	—		$	24,129	$	(1,444	)
Agency mortgage-backed:     residential		58,257		(1,672	)		10,344		(278	)		68,601		(1,950	)
State and municipal		458		(28	)		—		—			458		(28	)
Corporate bonds		11,313		(610	)		—		—			11,313		(610	)
Total temporarily impaired	$	94,157	$	(3,754	)	$	10,344	$	(278	)	$	104,501	$	(4,032	)
Held to maturity
State and municipal		39,743		(654	)		1,031		(14	)		40,774		(668	)
Total temporarily impaired	$	39,743	$	(654	)	$	1,031	$	(14	)	$	40,774	$	(668	)

The Company evaluates securities for other than temporary impairment (OTTI) on at least 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 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. Management currently intends to hold all securities with unrealized losses until recovery, which for fixed income securities may be at maturity. As of March 31, 2014, management does not believe securities within our portfolio with unrealized losses should be classified as other than temporarily impaired.

Note 4 – Loans

Loans were as follows:	March 31, 2014			December 31, 2013
	(in thousands)
Commercial	$	61,688		$	52,878
Commercial Real Estate:
Construction		41,772			43,326
Farmland		66,403			71,189
Nonfarm nonresidential		222,896			232,026
Residential Real Estate:
Multi-family		38,721			46,858
1-4 Family		210,721			228,505
Consumer		13,631			14,365
Agriculture		26,348			19,199
Other		411			980
Subtotal		682,591			709,326
Less: Allowance for loan losses		(25,415	)		(28,124	)
Loans, net	$	657,176		$	681,202

13

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2014 and 2013:

	Commercial			Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)
March 31, 2014:
Beginning balance	$	3,221		$	16,414		$	7,762		$	416		$	305		$	6		$	28,124
Provision for loan losses		445			(1,127	)		534			19			113			16			—
Loans charged off		(146	)		(1,474	)		(1,308	)		(128	)		(9	)		(17	)		(3,082	)
Recoveries		88			116			83			76			6			4			373
Ending balance	$	3,608		$	13,929		$	7,071		$	383		$	415		$	9		$	25,415
March 31, 2013:
Beginning balance	$	4,402		$	34,768		$	16,235		$	857		$	403		$	15		$	56,680
Provision for loan losses		1,438			(445	)		(450	)		86			(178	)		(1	)		450
Loans charged off		(976	)		(12,312	)		(4,339	)		(318	)		(17	)		—			(17,962	)
Recoveries		126			158			94			91			202			—			671
Ending balance	$	4,990		$	22,169		$	11,540		$	716		$	410		$	14		$	39,839

The 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 March 31, 2014:

	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	$	452	$	1,546	$	451	$	4	$	—	$	—	$	2,453
Collectively evaluated for impairment		3,156		12,383		6,620		379		415		9		22,962
Total ending allowance balance	$	3,608	$	13,929	$	7,071	$	383	$	415	$	9	$	25,415
Loans:
Loans individually evaluated for impairment	$	4,799	$	86,843	$	29,986	$	46	$	299	$	185	$	122,158
Loans collectively evaluated for impairment		56,889		244,228		219,456		13,585		26,049		226		560,433
Total ending loans balance	$	61,688	$	331,071	$	249,442	$	13,631	$	26,348	$	411	$	682,591

The 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 December 31, 2013:

	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	$	290	$	2,345	$	827	$	9	$	—	$	—	$	3,471
Collectively evaluated for impairment		2,931		14,069		6,935		407		305		6		24,653
Total ending allowance balance	$	3,221	$	16,414	$	7,762	$	416	$	305	$	6	$	28,124
Loans:
Loans individually evaluated for impairment	$	4,995	$	94,330	$	49,512	$	93	$	322	$	631	$	149,883
Loans collectively evaluated for impairment		47,883		252,211		225,851		14,272		18,877		349		559,443
Total ending loans balance	$	52,878	$	346,541	$	275,363	$	14,365	$	19,199	$	980	$	709,326

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.

14

The following table presents information related to loans individually evaluated for impairment by class of loans as of and for the three months ended March 31, 2014:

	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Cash Basis Income Recognized
	(in thousands)
With No Related Allowance Recorded:
Commercial	$	2,047	$	1,473	$	—	$	1,503	$	1	$	1
Commercial real estate:
Construction		74		—		—		19		—		—
Farmland		3,320		3,024		—		3,461		17		17
Nonfarm nonresidential		4,526		1,171		—		1,287		—		—
Residential real estate:
Multi-family		92		92		—		242		—		—
1-4 Family		12,152		8,382		—		9,233		169		169
Consumer		—		—		—		4		—		—
Agriculture		377		299		—		310		3		3
Other		79		79		—		46		7		7
With An Allowance Recorded:
Commercial		3,586		3,326		452		3,394		18		—
Commercial real estate:
Construction		8,652		7,798		154		8,531		9		—
Farmland		5,629		3,731		—		3,985		—		—
Nonfarm nonresidential		86,595		71,119		1,392		73,304		291		—
Residential real estate:
Multi-family		5,174		4,789		260		8,453		37		—
1-4 Family		18,526		16,723		191		21,821		136		—
Consumer		45		46		4		65		1		—
Agriculture		—		—		—		—		—		—
Other		351		106		—		362		—		—
Total	$	151,225	$	122,158	$	2,453	$	136,020	$	689	$	197

The following table presents loans individually evaluated for impairment by class of loan as of December 31, 2013:

	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated		Average Recorded Investment		Interest Income Recognized		Cash Basis Income Recognized
	(in thousands)
With No Related Allowance Recorded:
Commercial	$	2,131	$	1,533	$	—	$	1,622	$	30	$	30
Commercial real estate:
Construction		64		38		—		467		164		164
Farmland		4,074		3,898		—		4,259		268		268
Other		1,568		1,404		—		1,724		367		366
Residential real estate:
Multi-family		444		392		—		541		3		3
1-4 Family		11,011		10,083		—		11,533		115		116
Consumer		9		9		—		21		—		—
Agriculture		401		322		—		213		—		—
Other		14		13		—		10		11		11
With An Allowance Recorded:
Commercial		3,734		3,462		290		3,905		99		—
Commercial real estate:
Construction		10,409		9,264		218		20,173		88		—
Farmland		6,117		4,238		65		5,579		37		—
Other		94,508		75,488		2,062		77,726		1,324		—
Residential real estate:
Multi-family		13,883		12,117		393		13,121		208		—
1-4 Family		31,327		26,920		434		27,755		557		—
Consumer		84		84		9		134		3		—
Agriculture		—		—		—		2		—		—
Other		861		618		—		539		17		—
Total	$	180,639	$	149,883	$	3,471	$	169,324	$	3,291	$	958

15

Troubled Debt Restructuring

A troubled debt restructuring (TDR) occurs when the Company has agreed to a loan modification in the form of a concession for a borrower who is experiencing financial difficulty. The majority of the Company’s TDRs 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 Company 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 segment outstanding as of March 31, 2014 and December 31, 2013:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
March 31, 2014
Commercial
Rate reduction	$	1,905	$	—	$	1,905
Principal deferral		—		869		869
Commercial Real Estate:
Construction
Rate reduction		274		6,204		6,478
Principal deferral		354		—		354
Farmland
Principal deferral		—		2,365		2,365
Nonfarm nonresidential
Rate reduction		21,567		18,925		40,492
Principal deferral		685		—		685
Interest only payments		2,427		1,489		3,916
Residential Real Estate:
Multi-family
Rate reduction		4,323		—		4,323
1-4 Family
Rate reduction		10,233		788		11,021
Consumer
Rate reduction		45		—		45
Total TDRs	$	41,813	$	30,640	$	72,453

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
December 31, 2013
Commercial
Rate reduction	$	1,933	$	—	$	1,933
Principal deferral		—		869		869
Commercial Real Estate:
Construction
Rate reduction		275		6,345		6,620
Principal deferral		499		—		499
Farmland
Rate reduction		150		—		150
Principal deferral		—		2,365		2,365
Other
Rate reduction		22,457		21,235		43,692
Principal deferral		691		—		691
Interest only payments		2,439		1,489		3,928
Residential Real Estate:
Multi-family
Rate reduction		4,354		6,655		11,009
Interest only payments		641		—		641
1-4 Family
Rate reduction		10,312		7,958		18,270
Consumer
Rate reduction		84		—		84
Other
Rate reduction		511		—		511
Total TDRs	$	44,346	$	46,916	$	91,262

16

At March 31, 2014 and December 31, 2013, 58% and 49%, respectively, of the Company’s TDRs were performing according to their modified terms. The Company allocated $2.2 million and $2.9 million in reserves to borrowers whose loan terms have been modified in TDRs as of March 31, 2014, and December 31, 2013, respectively. The Company has committed to lend additional amounts totaling $262,000 and $261,000 as of March 31, 2014 and December 31, 2013, respectively, to borrowers with outstanding loans classified as TDRs.

No TDR loan modifications occurred during the three months ended March 31, 2014. The following tables present a summary of the types of TDR loan modifications by portfolio type that occurred during the three months ended March 31, 2013:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
March 31, 2013
Commercial:
Rate reduction	$	47	$	—	$	47
Commercial Real Estate:
Construction
Rate reduction		—		1,291		1,291
Other
Rate reduction		1,428		—		1,428
Residential Real Estate:
1-4 Family
Rate reduction		819		—		819
Consumer:
Rate reduction		40		86		126
Total TDRs	$	2,334	$	1,377	$	3,711

No TDR loan modifications occurred during the three months ended March 31, 2014. As of March 31, 2013, 63% of the Company’s TDRs that occurred during the three months ended March 31, 2013 were performing according to their modified terms. The Company allocated $203,000 in reserves to borrowers whose loan terms have been modified during the three months ended March 31, 2013. For modifications occurring during the three month period ended March 31, 2013, the post-modification balances approximate the pre-modification balances.

During the first three months of 2014, no TDRs defaulted on their restructured loan within the 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. During the first three months of 2013, approximately $1.6 million TDRs defaulted on their restructured loan within the 12 month period following the loan modification. These defaults consisted of $1.5 million in commercial real estate loans and $86,000 in consumer loans.

17

Nonperforming Loans

Nonperforming loans include impaired loans not on accrual 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 March 31, 2014, and December 31, 2013:

	Nonaccrual				Loans Past Due 90 Days And Over Still Accruing
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
	(in thousands)
Commercial	$	2,735	$	2,886	$	—	$	—
Commercial Real Estate:
Construction		7,169		8,528		—		—
Farmland		6,755		7,844		—		—
Nonfarm nonresidential		44,771		48,447		—		—
Residential Real Estate:
Multi-family		558		7,513		—		—
1-4 Family		14,872		26,098		—		230
Consumer		—		9		—		2
Agriculture		299		322		—		—
Other		185		120		—		—
Total	$	77,344	$	101,767	$	—	$	232

The following table presents the aging of the recorded investment in past due loans as of March 31, 2014 and December 31, 2013:

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)
March 31, 2014
Commercial	$	320	$	49	$	—	$	2,735	$	3,104
Commercial Real Estate:
Construction		—		—		—		7,169		7,169
Farmland		347		208		—		6,755		7,310
Other		2,217		347		—		44,771		47,335
Residential Real Estate:
Multi-family		—		—		—		558		558
1-4 Family		2,523		505		—		14,872		17,900
Consumer		142		52		—		—		194
Agriculture		118		71		—		299		488
Other		—		—		—		185		185
Total	$	5,667	$	1,232	$	—	$	77,344	$	84,243

18

	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days And Over Past Due		Nonaccrual		Total Past Due And Nonaccrual
	(in thousands)
December 31, 2013
Commercial	$	156	$	123	$	—	$	2,886	$	3,165
Commercial Real Estate:
Construction		261		—		—		8,528		8,789
Farmland		484		41		—		7,844		8,369
Other		4,375		—		—		48,447		52,822
Residential Real Estate:
Multi-family		1,181		—		—		7,513		8,694
1-4 Family		4,059		577		230		26,098		30,964
Consumer		145		34		2		9		190
Agriculture		35		—		—		322		357
Other		—		—		—		120		120
Total	$	10,696	$	775	$	232	$	101,767	$	113,470

Credit Quality Indicators

We categorize loans into risk categories at origination based upon original underwriting. Thereafter, we categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Loans are analyzed individually by classifying the loans as to credit risk. This analysis includes loans with an outstanding balance greater than $500,000 and non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. We have no non-rated loans. The following definitions are used for risk ratings:

Watch –Loans classified as watch are those loans which have experienced 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 we will sustain some losses if the deficiencies are not corrected.

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.

19

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be “Pass” rated loans. As of March 31, 2014, and December 31, 2013, 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
	(in thousands)
March 31, 2014
Commercial	$	47,562	$	5,231	$	—	$	8,895	$	—	$	61,688
Commercial Real Estate:
Construction		17,449		12,229		—		12,094		—		41,772
Farmland		46,222		8,037		1,515		10,629		—		66,403
Nonfarm nonresidential		108,047		35,572		762		78,515		—		222,896
Residential Real Estate:
Multi-family		23,374		9,304		—		6,043		—		38,721
1-4 Family		135,175		32,219		1,790		41,537		—		210,721
Consumer		12,402		643		2		584		—		13,631
Agriculture		24,688		935		—		725		—		26,348
Other		225		1		—		185		—		411
Total	$	415,144	$	104,171	$	4,069	$	159,207	$	—	$	682,591

	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
December 31, 2013
Commercial	$	35,438	$	8,517	$	329	$	8,594	$	—	$	52,878
Commercial Real Estate:
Construction		16,706		10,771		2,277		13,572		—		43,326
Farmland		46,909		9,121		1,735		13,424		—		71,189
Other		93,327		51,522		734		86,443		—		232,026
Residential Real Estate:
Multi-family		16,506		17,320		—		13,032		—		46,858
1-4 Family		130,833		43,785		784		53,103		—		228,505
Consumer		12,718		968		6		673		—		14,365
Agriculture		16,742		1,802		—		655		—		19,199
Other		350		510		—		120		—		980
Total	$	369,529	$	144,316	$	5,865	$	189,616	$	—	$	709,326

During the first quarter of 2014, management instituted a new risk category within its pass classification. The purpose was to better identify certain loans where the borrower’s sustained satisfactory repayment history was deemed a more relevant predictor of future loss than certain underwriting criteria at origination. The establishment of this new pass risk category helps to ensure the watch risk category remains transitory and event driven in nature. A total of $24.2 million in commercial, $8.5 million in residential, and $2.2 million in agriculture loans were reclassified from watch to the new pass risk category during the quarter.

Note 5 – 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 lieu of foreclosure, it is recorded at its fair market value less cost to sell. Any write-down of the property at the time of acquisition is charged to the allowance for loan losses. Subsequent reductions in fair value are recorded as non-interest expense.

To determine the fair value of OREO for smaller dollar single family homes, we consult with internal real estate sales staff and external realtors, investors, and appraisers. If the internally evaluated market price is below our underlying investment in the property, appropriate write-downs are taken. For larger dollar residential and commercial real estate properties, we obtain a new appraisal of the subject property in connection with the transfer to other real estate owned. We typically obtain updated appraisals each year on the anniversary date of ownership unless a sale is imminent.

20

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

	March 31, 2014			December 31, 2013
	(in thousands)
Commercial Real Estate:
Construction, land development, and other land	$	19,408		$	19,199
Farmland		950			695
Other		7,258			6,064
Residential Real Estate:
Multi-family		6,852			248
1-4 Family		11,658			4,916
		46,126			31,122
Valuation allowance		(208	)		(230	)
	$	45,918		$	30,892

	For the Three Months Ended March 31,
	2014			2013
	(in thousands)
OREO Valuation Allowance Activity:
Beginning balance	$	230		$	1,154
Provision to allowance		250			307
Write-downs		(272	)		(533	)
Ending balance	$	208		$	928

Net activity relating to other real estate owned during the three months ended March 31, 2014 and 2013 is as follows:

	2014			2013
	(in thousands)
OREO Activity
OREO as of January 1	$	30,892		$	43,671
Real estate acquired		17,351			3,680
Valuation adjustments for declining market values		(250	)		(307	)
Loss on sale		—			(197	)
Proceeds from sale of properties		(2,075	)		(2,655	)
OREO as of March 31	$	45,918		$	44,192

Expenses related to other real estate owned include:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Net loss on sales	$	—	$	197
Provision to allowance		250		307
Operating expense		412		287
Total	$	662	$	791

21

Note 6 – Deposits

The following table shows deposits by category:

	March 31, 2014		December 31, 2013
	(in thousands)
Non-interest bearing	$	110,507	$	107,486
Interest checking		79,689		84,626
Money market		89,678		79,349
Savings		38,524		36,292
Certificates of deposit		656,475		679,952
Total	$	974,873	$	987,705

Time deposits of $100,000 or more were $287.1 million and $295.0 million at March 31, 2014 and December 31, 2013, respectively.

Scheduled maturities of total time deposits at March 31, 2014 are as follows (in thousands):

Year 1	$	463,908
Year 2		158,580
Year 3		9,959
Year 4		9,703
Year 5		14,286
Thereafter		39
	$	656,475

Note 7 – Advances from the Federal Home Loan Bank

Advances from the Federal Home Loan Bank were as follows:

	March 31, 2014		December 31, 2013
	(in thousands)
Monthly amortizing advances with fixed rates from 0.00% to 5.25% and maturities ranging from 2014 through 2033, averaging 3.02% for 2014	$	4,345	$	4,492

Each advance is payable per terms on agreement, with a prepayment penalty. The advances are collateralized by first mortgage loans. The borrowing capacity is based on the market value of the underlying pledged loans rather than the unpaid principal balance of the pledged loans. At March 31, 2014, our additional borrowing capacity with the FHLB was $21.8 million. The availability of our borrowing capacity could be affected by our financial condition and the FHLB could require additional collateral or, among other things, exercise its right to deny a funding request, at its discretion. Additionally, any new advances are limited to a one year maturity or less.

Note 8 – Fair Values Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use various valuation techniques 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 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 levels of the fair value hierarchy. When that occurs, we classify the fair value hierarchy on the lowest level of input that is significant to the fair value measurement. We used the following methods and significant assumptions 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 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.

We 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.

We also apply discounts to the expected fair value of collateral for impaired loans where the likely resolution involves litigation 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 ranging from 10% to 33% in our impairment evaluations when applicable.

Impaired loans are evaluated quarterly for additional impairment. We obtain 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 assessment of deterioration of real estate values in the market in which the property is located. The first stage of our assessment involves management’s inspection of the property in question. Management also engages in conversations with local real estate professionals, investors, and market makers 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 market evaluation less cost to sell. Our quarterly evaluations of OREO for impairment are driven by property type. For smaller dollar single family homes, we consult with internal real estate sales staff and external realtors, investors, and appraisers. Based on these consultations, we determine asking prices for OREO properties we are marketing for sale. If the internally evaluated fair value is below our recorded investment in the property, appropriate write-downs are taken.

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For larger dollar commercial real estate properties, we obtain a new appraisal of the subject property in connection with the transfer to other real estate owned. In some of these circumstances, an appraisal is in process at quarter end, and we must make our best estimate of the fair value of the underlying collateral based on our internal evaluation of the property, review of the most recent appraisal, and discussions with the currently engaged appraiser. We obtain updated appraisals on the anniversary date of ownership unless a sale is imminent.

We routinely apply 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 March 31, 2014 and December 31, 2013 are summarized below:

			Fair Value Measurements at March 31, 2014 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	$	29,405	$	—	$	29,405	$	—
Agency mortgage-backed: residential		104,843		—		104,843		—
State and municipal		13,127		—		13,127		—
Corporate bonds		18,423		—		18,423		—
Other debt securities		644		—		—		644
Total	$	166,442	$	—	$	165,798	$	644

			Fair Value Measurements at December 31, 2013 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	$	29,866	$	—	$	29,866	$	—
Agency mortgage-backed: residential		100,943		—		100,943		—
State and municipal		13,545		—		13,545		—
Corporate bonds		18,161		—		18,161		—
Other debt securities		632		—		—		632
Equity securities		197		197		—		—
Total	$	163,344	$	197	$	162,515	$	632

There were no transfers between Level 1 and Level 2 during 2014 or 2013.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods ended March 31, 2014 and 2013:

	Other Debt Securities
	2014		2013
	(in thousands)
Balances of recurring Level 3 assets at January 1	$	632	$	618
Total gain (loss) for the period:
Included in other comprehensive income (loss)		12		25
Balance of recurring Level 3 assets at March 31	$	644	$	643

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Our other debt security valuation is determined internally by calculating discounted cash flows using the security’s coupon rate of 6.5% and an estimated current market rate of 8.5% based upon the current yield curve plus spreads that adjust for volatility, credit risk, and optionality. We also consider the issuer’s publicly filed financial information as well as assumptions regarding the likelihood of deferrals and defaults.

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

			Fair Value Measurements at March 31, 2014 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	$	2,874	$	—	$	—	$	2,874
Commercial real estate:
Construction		7,644		—		—		7,644
Farmland		3,731		—		—		3,731
Other		69,727		—		—		69,727
Residential real estate:
Multi-family		4,529		—		—		4,529
1-4 Family		16,532		—		—		16,532
Consumer		42		—		—		42
Other		106		—		—		106
Other real estate owned, net:
Commercial real estate:
Construction		19,321		—		—		19,321
Farmland		946		—		—		946
Other		7,225		—		—		7,225
Residential real estate:
Multi-family		6,821		—		—		6,821
1-4 Family		11,605		—		—		11,605

			Fair Value Measurements at December 31, 2013 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	$	3,172	$	—	$	—	$	3,172
Commercial real estate:
Construction		9,046		—		—		9,046
Farmland		4,173		—		—		4,173
Other		73,426		—		—		73,426
Residential real estate:
Multi-family		11,724		—		—		11,724
1-4 Family		26,486		—		—		26,486
Consumer		75		—		—		75
Agriculture		—		—		—		—
Other		618		—		—		618
Other real estate owned, net:
Commercial real estate:
Construction		19,057		—		—		19,057
Farmland		690		—		—		690
Other		6,019		—		—		6,019
Residential real estate:
Multi-family		246		—		—		246
1-4 Family		4,880		—		—		4,880

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $107.6 million at March 31, 2014 with a valuation allowance of $2.5 million. This resulted in no additional provision for loan losses for the three months ended March 31, 2014. At December 31, 2013, impaired loans had a carrying amount of $132.2 million, with a valuation allowance of $3.5 million.

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Other real estate owned, which is measured at the lower of carrying or fair value less estimated costs to sell, had a net carrying amount of $45.9 million as of March 31, 2014, compared with $30.9 million at December 31, 2013. Fair value write-downs of $250,000 were recorded on other real estate owned for the three months ended March 31, 2014.

The following table presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2014:

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)
Impaired loans – Commercial	$	2,874	Market value approach	Adjustment for receivables and inventory discounts		16%-32%(24%)
Impaired loans – Commercial real estate	$	81,102	Sales comparison approach	Adjustment for differences between the comparable sales		0%-62%(20%)
Impaired loans – Residential real estate	$	21,061	Sales comparison approach	Adjustment for differences between the comparable sales		0%-68%(17%)
Other real estate owned – Commercial real estate	$	27,492	Sales comparison approach Income approach	Adjustment for differences between the comparable sales Discount or capitalization rate		3%-18%(17%) 8%-16%(15%)
Other real estate owned – Residential real estate	$	18,426	Sales comparison approach	Adjustment for differences between the comparable sales		2%-54%(11%)

The 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, 2013:

	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	(in thousands)
Impaired loans – Commercial	$	3,172	Market value approach	Adjustment for receivables and inventory discounts		16%-32%(24%)
Impaired loans – Commercial real estate	$	86,645	Sales comparison approach	Adjustment for differences between the comparable sales		0%-69%(20%)
Impaired loans – Residential real estate	$	38,210	Sales comparison approach	Adjustment for differences between the comparable sales		0%-68%(15%)
Other real estate owned – Commercial real estate	$	25,766	Sales comparison approach Income approach	Adjustment for differences between the comparable sales Discount or capitalization rate		3%-51%(22%) 7%-16%(11%)
Other real estate owned – Residential real estate	$	5,126	Sales comparison approach	Adjustment for differences between the comparable sales		2%-54%(11%)

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

			Fair Value Measurements at March 31, 2014 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	106,735	$	92,944	$	13,791	$	—	$	106,735
Securities available for sale		166,442		—		165,798		644		166,442
Securities held to maturity		43,550		—		43,946		—		43,946
Federal Home Loan Bank stock		7,323		N/A		N/A		N/A		N/A
Mortgage loans held for sale		—		—		—		—		—
Loans, net		657,176		—		—		672,235		672,235
Accrued interest receivable		3,545		—		1,257		2,288		3,545
Financial liabilities
Deposits	$	974,873	$	110,507	$	863,003	$	—	$	973,510
Securities sold under agreements to repurchase		2,240		—		2,240		—		2,240
Federal Home Loan Bank advances		4,345		—		4,351		—		4,351
Subordinated capital notes		5,625		—		—		5,382		5,382
Junior subordinated debentures		25,000		—		—		13,679		13,679
Accrued interest payable		2,641		—		996		1,645		2,641

			Fair Value Measurements at December 31, 2013 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	111,134	$	106,885	$	4,249	$	—	$	111,134
Securities available for sale		163,344		197		162,515		632		163,344
Securities held to maturity		43,612		—		42,947		—		42,947
Federal Home Loan Bank stock		10,072		N/A		N/A		N/A		N/A
Mortgage loans held for sale		149		—		149		—		149
Loans, net		681,202		—		—		695,999		695,999
Accrued interest receivable		3,891		—		1,343		2,548		3,891
Financial liabilities
Deposits	$	987,705	$	107,486	$	879,707	$	—	$	987,193
Securities sold under agreements to repurchase		2,470		—		2,470		—		2,470
Federal Home Loan Bank advances		4,492		—		4,495		—		4,495
Subordinated capital notes		5,850		—		—		5,586		5,586
Junior subordinated debentures		25,000		—		—		13,526		13,526
Accrued interest payable		2,535		—		1,042		1,493		2,535

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

(a) Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2. Non-interest 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.

(c) Loans, Net

Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are 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 do not necessarily represent an exit price.

(d) Mortgage 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.

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(e) Deposits

The fair values disclosed for non-interest bearing 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 rate interest bearing deposits approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for fixed rate interest bearing deposits are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(f) Securities Sold Under Agreements to Repurchase

The carrying amounts of borrowings under repurchase agreements approximate their fair values resulting in a Level 2 classification.

(g) Other Borrowings

The fair values of the Company’s FHLB advances are estimated using discounted cash flow analyses based on the current borrowing rates resulting in a Level 2 classification.

The fair values of the Company’s subordinated capital notes and junior subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

(h) Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 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:

	March 31, 2014			December 31, 2013
	(in thousands)
Deferred tax assets:
Net operating loss carry-forward	$	25,719		$	25,460
Allowance for loan losses		8,895			9,843
Other real estate owned write-down		9,658			9,478
Alternative minimum tax credit carry-forward		692			692
Net assets from acquisitions		650			644
Other than temporary impairment on securities		46			89
Net unrealized loss on securities		597			1,067
New market tax credit carry-forward		208			208
Nonaccrual loan interest		879			911
Amortization of non-compete agreements		16			16
Other		1,643			1,640
		49,003			50,048
Deferred tax liabilities:
FHLB stock dividends		928			1,276
Fixed assets		309			333
Originated mortgage servicing rights		69			75
Other		555			570
		1,861			2,254
Net deferred tax assets before valuation allowance		47,142			47,794
Valuation allowance		(47,142	)		(47,794	)
Net deferred tax asset	$	—		$	—

Our estimate of the realizability of the deferred tax asset depends on our estimate of projected future levels of taxable income as all carryback ability was fully absorbed by our tax loss of approximately $40.1 million for 2011. In analyzing future taxable income levels, we considered all evidence currently available, both positive and negative. Based on our analysis, we continue to maintain a valuation allowance for all deferred tax assets as of March 31, 2014. Our deferred tax assets and the related valuation allowance are analyzed and adjusted on a quarterly basis.

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The Company does not have any beginning and ending unrecognized tax benefits. The 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 months ended March 31, 2014 or the year ended December 31, 2013 related to unrecognized tax benefits.

The Company and its 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 2010.

Note 10 – Stock Plans and Stock Based Compensation

The Company has two stock incentive plans. On February 23, 2006, the Company adopted the Porter Bancorp, Inc. 2006 Stock Incentive Plan. In May 2013, shareholders approved an amendment to the plan to increase the number of shares authorized for issuance by 800,000 shares. The 2006 Plan now permits the issuance of up to 1,263,050 shares of the Company’s common stock upon the exercise of stock options or upon the grant of stock awards. As of March 31, 2014, the Company had granted 831,163 unvested shares net of forfeitures and vesting under the stock incentive plan. Shares issued under the plan vest annually on the anniversary date of the grant over three to ten years. The Company has 295,763 shares remaining available for issue under the plan.

On May 15, 2006, the Board of Directors approved the Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan, which was approved by holders of the Company’s voting common stock on June 8, 2006. On May 16, 2012, holders of the Company’s voting common stock voted to further amend the 2006 Non-Employee Directors Stock Ownership Incentive Plan to award restricted shares having a fair market value of $25,000 annually to each non-employee director, and to increase the number of shares issuable under the Directors’ Plan from 100,000 shares to 400,000 shares. Unvested shares are granted automatically under the plan at fair market value on the date of grant and vest on December 31 in the year of grant.

To date, the Company has issued 47,428 unvested shares, net of forfeitures and vesting, to non-employee directors. At March 31, 2014, 113,362 shares remain available for issuance under this plan.

The fair value of the 2014 unvested shares issued to employees was $52,000, or $0.96 per weighted-average share. The Company recorded $133,000 and $103,000 of stock-based compensation during the first three months of 2014 and 2013, respectively, to salaries and employee benefits. There was no significant impact on compensation expense resulting from forfeited or expiring shares. We expect substantially all of the unvested shares outstanding at the end of the period will vest according to the vesting schedule. No deferred tax benefit was recognized related to this expense for either period.

The following table summarizes unvested share activity as of and for the periods indicated for the Stock Incentive Plan:

	Three Months Ended March 31, 2014					Twelve Months Ended December 31, 2013
	Shares			Weighted Average Grant Price		Shares			Weighted Average Grant Price
Outstanding, beginning		787,426		$	1.56		153,316		$	5.92
Granted		54,220			0.96		693,214			1.18
Vested		(10,005	)		12.59		(22,113	)		12.19
Forfeited		(478	)		20.99		(36,991	)		6.22
Outstanding, ending		831,163		$	1.38		787,426		$	1.56

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The following table summarizes unvested share activity as of and for the periods indicated for the Non-Employee Directors Stock Ownership Incentive Plan:

	Three Months Ended March 31, 2014				Twelve Months Ended December 31, 2013
	Shares		Weighted Average Grant Price		Shares			Weighted Average Grant Price
Outstanding, beginning		47,428	$	1.69		80,078		$	1.77
Granted		—		—		182,355			0.85
Vested		—		—		(215,005	)		1.01
Forfeited		—		—		—			—
Outstanding, ending		47,428	$	1.69		47,428		$	1.69

Unrecognized stock based compensation expense related to unvested shares for the remainder of 2014 and beyond is estimated as follows (in thousands):

April 2014 – December 2014	$	400
2015		411
2016		255
2017		42
2018 & thereafter		—

Note 11 – Earnings (Loss) per Share

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

	Three Months Ended March 31,
	2014			2013
	(in thousands, except share and per share data)
Net loss	$	(287	)	$	(69	)
Less:
Preferred stock dividends		786			438
Accretion of Series A preferred stock discount		—			45
Loss allocated to unvested shares		(70	)		(13	)
Loss allocated to Series C preferred		(27	)		(15	)
Net loss allocated to common shareholders, basic and diluted	$	(976	)	$	(524	)
Basic
Weighted average common shares including unvested common shares outstanding		13,210,930			12,474,476
Less: Weighted average unvested common shares		856,723			293,675
Less: Weighted average Series C preferred		332,894			332,894
Weighted average common shares outstanding		12,021,313			11,847,907
Basic loss per common share	$	(0.08	)	$	(0.04	)
Diluted
Add: Dilutive effects of assumed exercises of common and Preferred Series C stock warrants		—			—
Weighted average common shares and potential common shares		12,021,313			11,847,907
Diluted loss per common share	$	(0.08	)	$	(0.04	)

The Company had no outstanding stock options at March 31, 2014 or 2013. A warrant for the purchase of 330,561 shares of the Company’s common stock at an exercise price of $15.88 was outstanding at March 31, 2014 and 2013 but was not included in the diluted EPS computation as inclusion would have been anti-dilutive. Additionally, warrants for the purchase of 1,449,459 shares of non-voting common stock at an exercise price of $10.95 per share were outstanding at March 31, 2014 and 2013, but were not included in the diluted EPS computation as inclusion would have been anti-dilutive.

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Note 12 – Capital Requirements and Restrictions on Retained Earnings

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 regulatory action.

On June 24, 2011, PBI Bank entered into a Consent Order with the FDIC and the Kentucky Department of Financial Institutions. The consent order requires the Bank to complete a management study, to maintain Tier 1 capital as a percentage of total assets of at least 9% and a total risk based capital ratio of at least 12%, to develop a plan to reduce our risk position in each substandard asset in excess of $1 million, to complete board review of the adequacy of the allowance for loan losses prior to quarterly Call Report submissions, to adopt procedures which strengthen the loan review function and ensure timely and accurate grading of credit relationships, to charge-off all assets classified as loss, to develop a plan to reduce concentrations of construction and development loans to not more than 75% of total risk based capital and non-owner occupied commercial real estate loans to not more than 250% of total risk based capital, to limit asset growth to no more than 5% in any quarter or 10% annually, to not extend additional credit to any borrower classified substandard unless the board of directors adopts prior to the extension a detailed statement giving reasons why the extension is in the best interest of the bank, and to not declare or pay any dividend without the prior consent of our regulators. We are also restricted from accepting, renewing, or rolling-over brokered deposits without the prior receipt of a waiver on a case-by-case basis from our regulators.

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

In October 2012, the Bank entered into a new Consent Order with the FDIC and KDFI again agreeing to maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. The Bank cannot be considered well-capitalized while under the Consent Order. The Bank also agreed that if it should be unable to reach the required capital levels, and if directed in writing by the FDIC, then the Bank would within 30 days develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution or otherwise immediately obtain a sufficient capital investment into the Bank to fully meet the capital requirements. We have not been directed by the FDIC to implement such a plan.

The new Consent Order also requires the Bank to continue to adhere to the plans implemented in response to the June 2011 Consent Order, and includes the substantive provisions of the June 2011 Consent Order. As of March 31, 2014, the capital ratios required by the Consent Order were not met.

The following table shows the ratios and amounts of Tier 1 capital and total capital to risk-adjusted assets and the leverage ratios for Porter Bancorp, Inc. and PBI Bank at the dates indicated (dollars in thousands):

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
As of March 31, 2014:
Total risk-based capital (to risk-weighted assets)
Consolidated	$	79,055		10.93	%	$	57,857		8.00	%
Bank		83,033		11.50			57,754		8.00
Tier I capital (to risk-weighted assets)
Consolidated		52,251		7.22			28,929		4.00
Bank		68,182		9.44			28,877		4.00
Tier I capital (to average assets)
Consolidated		52,251		4.87			42,939		4.00
Bank		68,182		6.36			42,880		4.00

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	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
As of December 31, 2013:
Total risk-based capital (to risk-weighted assets)
Consolidated	$	80,203		11.03	%	$	58,178		8.00	%
Bank		83,055		11.44			58,064		8.00
Tier I capital (to risk-weighted assets)
Consolidated		53,371		7.34			29,089		4.00
Bank		67,897		9.35			29,032		4.00
Tier I capital (to average assets)
Consolidated		53,371		4.95			43,156		4.00
Bank		67,897		6.28			43,221		4.00

The Consent Order requires the Bank to achieve the minimum capital ratios presented below:

	Actual as of March 31, 2014					Ratio Required by Consent Order
	Amount		Ratio			Amount		Ratio
Total capital to risk-weighted assets	$	83,033		11.50	%	$	86,631		12.00	%
Tier I capital to average assets		68,182		6.36			96,481		9.00

At March 31, 2014, PBI Bank’s Tier 1 leverage ratio was 6.36%, and its total risk-based capital ratio was 11.50%, both of which are below the minimum capital ratios required by the Consent Order. Bank regulatory agencies can exercise discretion when an institution does not meet the terms of a Consent Order. Based on individual circumstances, the agencies may issue mandatory directives, impose monetary penalties, initiate changes in management, or take more serious adverse actions.

Kentucky banking laws limit the amount of dividends that may be paid to a holding company by its subsidiary banks without prior approval. These laws limit the amount of dividends that may be paid in any calendar year to current year’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. PBI Bank has agreed with its primary regulators to obtain their written consent prior to declaring or paying any future dividends. As a practical matter, PBI Bank cannot pay dividends to Porter Bancorp for the foreseeable future.

Note 13 – Contingencies

In the normal course of operations, we are defendants in various legal proceedings. Litigation is subject to inherent uncertainties and unfavorable rulings could occur. We record contingent liabilities resulting from claims against us when a loss is assessed to be probable and the amount of the loss is reasonably estimable. 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. Currently, we have accrued approximately $1.8 million related to ongoing litigation matters for which we believe liability is probable and reasonably estimable. Accruals are not made in cases where liability is not probable or the amount cannot be reasonably estimated. We provide disclosure of matters where we believe liability is reasonably possible and which may be material to our consolidated financial statements.

Signature Point Litigation. On June 18, 2010, three real estate development companies filed suit in Kentucky state court against PBI Bank and Managed Assets of Kentucky (“MAKY”).Signature Point Condominiums LLC, et al. v. PBI Bank, et al., Jefferson Circuit Court, Case No 10-CI-04295. On July 16, 2013, a jury in Louisville, Kentucky returned a verdict against PBI Bank, awarding the plaintiffs compensatory damages of $1,515,000 and punitive damages of $5,500,000. The case arose from a settlement in which PBI Bank agreed to release the plaintiffs and guarantors from obligations of more than $26 million related to a real estate project in Louisville. The plaintiffs were granted a right of first refusal to repurchase a tract of land within the project. In exchange, the plaintiffs conveyed the real estate securing the loans to PBI Bank. After plaintiffs declined to exercise their right of first refusal, PBI Bank sold the tract to the third party. Plaintiffs alleged the Bank had knowledge of the third party offer before the conveyance of the land by the Plaintiffs to the Bank. Plaintiffs asserted claims of fraud, breach of fiduciary duty, breach of the duty of good faith and fair dealing, tortious interference with prospective business advantage and conspiracy to commit fraud, negligence, and conspiracy against PBI Bank.

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After conferring with its legal advisors, PBI Bank believes the findings and damages are excessive and contrary to law, and that it has meritorious grounds on which it is moving forward to appeal. We will continue to defend this matter vigorously. Although we have made provisions in our condensed consolidated financial statements for this self-insured matter, the amount of our legal accrual is less than the original amount of the damages awarded, plus accrued interest. The ultimate outcome of this matter could have a material adverse effect on our financial condition, results of operations or cash flows.

SBAV LP Litigation. On December 17, 2012, SBAV LP filed a lawsuit against Porter Bancorp, PBI Bank, J. Chester Porter and Maria L. Bouvette in New York state court. The proceeding was removed to New York federal district court on January 16, 2013. On July 10, 2013, the New York federal district court granted the defendants’ motion to transfer the case to federal district court in Kentucky.SBAV LP v. Porter Bancorp, et. al., Civ. Action 3:13-CV-710 (W.D.KY). The complaint alleges violation of the Kentucky Securities Act, negligent misrepresentation and, against defendants Porter Bancorp and Bouvette, breach of contract. The plaintiff seeks damages in an amount in excess of $4,500,000, or the difference between the $5,000,016 purchase price and the value of the securities when sold by the plaintiff, plus interest at the applicable statutory rate, costs and reasonable attorneys’ fees. On September 13, 2013, defendants filed a motion to dismiss all claims in the complaint for pleading failures and for failure to state a claim upon which relief may be granted. On March 25, 2014, the judge ruled that SBAV had failed to state a claim against PBI Bank and dismissed PBI Bank from the case. The claims against Porter Bancorp, Chester Porter and Maria Bouvette remain and will proceed to discovery. On April 21, 2014, Porter Bancorp filed a third-party complaint for contribution against SBAV’s investment adviser, the Clinton Group, Inc., alleging that, to the extent the Court finds SBAV to have suffered a recoverable loss, the Clinton Group’s failure to exercise due care and negligence in conducting due diligence contributed to that loss. We dispute the material factual allegations made in SBAV’s complaint and intend to defend against SBAV’s claims vigorously.

Thomas E. Perez, Secretary of the United States Department of Labor (DOL) v. PBI Bank, Inc.On December 26, 2013, the United States Department of Labor (“DOL”) filed a lawsuit against PBI Bank in U.S. District Court for the Northern District of Indiana.Thomas E. Perez, Secretary of the United States Department of Labor v. PBI Bank, Inc. (Civ. Action 3:13-CV-1400-PPS). The complaint alleges that in 2007 PBI Bank, in the capacity of trustee for the Miller’s Health System’s Inc. Employee Stock Ownership Plan, authorized the alleged imprudent and disloyal purchase of the stock of Miller’s Health Systems, Inc. (“Miller’s Health”) for $40 million, a price allegedly far in excess of the stock’s fair market value. The suit also alleges, among other things, that PBI Bank approved 100% seller financing for the transaction at an excessive rate of interest. On March 31, 2014, PBI Bank filed its answer, disputing the material factual allegations of the complaint. On April 10, 2014, PBI Bank filed a third-party complaint against Miller’s Health seeking to enforce its indemnity rights, as well as third party claims for contribution against named directors and officers of Miller’s Health. Based in Warsaw, Indiana, Miller’s Health managed 31 long-term care facilities and 10 assisted living facilities at the time of the 2007 acquisition. Miller’s Health also provides physical and occupational therapy and speech-language pathology to residents in its facilities. We dispute the material factual allegations made in the complaint and intend to defend against DOL’s claims vigorously.

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

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

Cautionary Note Regarding Forward-Looking Statements

This report contains statements about the future expectations, activities and events that constitute forward-looking statements. Forward-looking statements express our beliefs, assumptions and expectations 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 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 control. Factors that could contribute to differences in our results include, but are not limited to the following:

• Our inability to increase our capital to the levels required by our agreements with bank regulators could have a material adverse effect on our business.

• A significant percentage of our loan portfolio is comprised of non-owner occupied commercial real estate loans, real estate construction and development loans, and multi-family residential real estate loans, all of which carry a higher degree of risk.

• We continue to hold and acquire a significant amount of OREO properties, which could increase operating expenses and result in future losses.

• Our decisions regarding credit risk may not be accurate, and our allowance for loan losses may not be sufficient to cover actual losses.

• Our ability to pay cash dividends on our common and preferred stock and pay interest on the junior subordinated debentures that relate to our trust preferred securities is currently restricted. Our inability to resume paying dividends and interest on these securities may adversely affect our common shareholders.

• While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

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, 2013 Annual Report on Form 10-K.

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 has chosen these assumptions or bases in good faith and they are reasonable. We caution you however, assumptions or bases almost always vary from actual results, and the differences between assumptions or bases 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 not intend to, update these statements unless applicable laws require us to do so.

Overview

Porter Bancorp, Inc. is a Louisville, Kentucky-based bank holding company which operates 18 full-service banking offices in twelve counties through its wholly-owned subsidiary, PBI Bank. Our markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor to Tennessee. We serve south central Kentucky and southern Kentucky from banking offices in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess Counties. We also have 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.

The Company reported a net loss of $287,000 for the three months ended March 31, 2014, compared with net loss of $69,000 for the same period of 2013. After deductions for dividends on preferred stock and loss allocated to participating securities, net loss attributable to common shareholders was $976,000 for the three months ended March 31, 2014, compared with net loss attributable to common shareholders of $524,000 for the three months ended March 31, 2013.

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Basic and diluted loss per common share were ($0.08) for the three months ended March 31, 2014 compared with basic and diluted loss per common share of ($0.04) for the three months ended March 31, 2013.

The following significant developments occurred during the three months ended March 31, 2014:

• Net interest margin decreased 11 basis points to 2.96% in the first three months of 2014 compared with 3.07% in the first three months of 2013. The decrease in margin between periods was primarily due to a reduction in interest earning assets coupled with lower rates on those assets. Average loans decreased 20.0% to $698.2 million in the first three months of 2014 compared with $872.5 million in the first three months of 2013. Net loans decreased 16.5% to $657.2 million at March 31, 2014, compared with $787.2 million at March 31, 2013.

• No provision for loan losses was recorded in the first quarter of 2014, compared to $450,000 for the three months ended March 31, 2013. The decrease was primarily attributable to the reduction in the loan portfolio size, declining historical loss rates, a stabilization in loan risk grade classification, and more stable collateral values for collateral dependent loans. Net charge-offs were $2.7 million for the first quarter of 2014, compared with $17.3 million for the three months ended March 31, 2013.

• We continued to execute on our strategy to reduce our commercial real estate and construction and development loans. Construction and development loans totaled $41.8 million, or 50% of total risk-based capital, at March 31, 2014 compared with $43.3 million, or 52% of total risk-based capital, at December 31, 2013. Non-owner occupied commercial real estate loans, construction and development loans, and multi-family residential real estate loans as a group totaled $226.9 million, or 273% of total risk-based capital, at March 31, 2014 compared with $237.0 million, or 284% of total risk-based capital, at December 31, 2013.

• Loan proceeds received from the repayment of our commercial real estate and construction and development loans were used primarily to redeem maturing certificates of deposit during the quarter. Deposits decreased 1.3% to $974.9 million at March 31, 2014 compared with $987.7 million at December 31, 2013. Certificate of deposit balances declined $23.5 million during the first three months of 2014 to $656.5 million at March 31, 2014, from $680.0 million at December 31, 2013. Demand deposits increased 2.8% during the first three months of 2014 compared with December 31, 2013.

• Non-performing loans decreased $24.7 million to $77.3 million at March 31, 2014, compared with $102.0 million at December 31, 2013. The decrease in non-performing loans was primarily due to the migration of non-performing loans to the OREO portfolio. Net charge-offs also decreased from $3.6 million for the quarter ended December 31, 2013, to $2.7 million at March 31, 2014. The charge-offs resulted primarily from charging off specific reserves for loans deemed to be collateral dependent.

• Loans past due 30-59 days decreased from $10.7 million at December 31, 2013 to $5.7 million at March 31, 2014 and loans past due 60-89 days increased from $775,000 at December 31, 2013 to $1.2 million at March 31, 2014. Total loans past due and nonaccrual loans decreased to $84.2 million at March 31, 2014 from $113.5 million at December 31, 2013.

• Foreclosed properties were $45.9 million at March 31, 2014, compared with $30.9 million at December 31, 2013, and $44.2 million at March 31, 2013. During the first quarter of 2014, the Company acquired $17.4 million and sold $2.1 million of other real estate owned (“OREO”). In addition, we recorded fair value write-downs of $250,000 during the first quarter reflecting declines in appraisal valuations and changes in pricing strategies. Our ratio of non-performing assets to total assets decreased to 11.59% at March 31, 2014, compared with 12.35% at December 31, 2013, and 14.58% at March 31, 2013.

• Our net loss attributable to common shareholders of $976,000 for the first quarter of 2014 was consistent with our net loss attributable to common shareholders of $1.0 million in the fourth quarter of 2013. Additionally, long-term interest rates declined from December 31, 2013 to March 31, 2014 resulting in a decrease in the net unrealized loss in our available for sale securities portfolio between period ends and a similar increase in the shareholders equity component, accumulated other comprehensive income.

Regulatory Matters

Since June 2011, the Bank has operated under the terms of a Consent Order with the Federal Deposit Insurance Company (“FDIC”) and the Kentucky Department of Financial Institutions (“KDFI”). The Bank agreed, among other things, to improve asset quality, reduce loan concentrations, and maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. In September 2012, the Bank also agreed if it should be unable to reach the required capital levels, and if directed in writing by the FDIC, then the Bank would within 30 days develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution or otherwise immediately obtain a sufficient capital investment into the Bank to fully meet the capital requirements. As of March 31, 2014, the Bank had not met the capital ratios required by the Consent Order. Our current Consent Order was included in our Current Reports on 8-K filed on September 25, 2012.

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The Board of Directors and management continue to evaluate and implement strategies to meet the obligations of the Consent Order. These include:

• Increasing capital through a possible public offering or private placement of common stock to new and existing shareholders. We have engaged a financial advisor to assist our Board in this evaluation and to assist in evaluating our options for increasing capital and redeeming our Series A Preferred Stock.

• Continuing to operate the Company and Bank in a safe and sound manner. This strategy will require us to reduce our lending concentrations, remediate non-performing loans, and reduce other noninterest expense through the disposition of OREO.

• Management succession and adding resources to the management team. John T. Taylor succeeded Maria Bouvette as CEO for PBI Bank in 2012 and CEO of the Company in 2013. In addition, we appointed new executives to lead key functions of our banking operations. John R. Davis became Chief Credit Officer of PBI Bank in 2012, with responsibility for establishing and executing credit quality policies and overseeing credit administration for the organization. We have also augmented our staffing in the commercial lending area, now led by Joe C. Seiler.

• Evaluating and implementing improvements to our internal processes and procedures, distribution of labor, and work-flow to ensure we have adequately and appropriately deployed resources in an efficient manner in the current environment.

• Executing on our commitment to improve credit quality and reduce loan concentrations and balance sheet risk.

^¡  We have reduced our loan portfolio significantly from $1.3 billion at December 31, 2010 to $682.6 million at March 31, 2014.

^¡  We have reduced our construction and development loans to less than 75% of total risk-based capital at March 31, 2014, and have now been in compliance with the Consent Order for eight quarters.

^¡  We continue to make progress in reducing our non-owner occupied commercial real estate loans, construction and development loans, and multi-family residential real estate loans as a group. These loans represented 273% of total risk-based capital at March 31, 2014, down from 284% at December 31, 2013. Our Consent Order calls for us to reduce this concentration to not more than 250% of total risk-based capital.

• Executing on our commitment to sell other real estate owned and reinvest in quality income producing assets.

^¡  Our acquisition of real estate assets through the loan remediation process slowed during 2013, as we acquired $20.6 million of OREO in 2013 compared with $33.5 million during 2012. We acquired $17.4 million in the first three months of 2014. Additionally, nonaccrual loans totaled $77.3 million at March 31, 2014, and we expect to resolve many of these loans by foreclosure which could result in further additions to our OREO portfolio.

^¡  We incurred OREO losses totaling $250,000 during the first three months of 2014, as a result of fair value write-downs to reflect declines in appraisal valuations and changes in our pricing strategies. Proceeds from the sale of OREO approximated our carrying amount for the first quarter of 2014, resulting in no gain or loss on sale.

^¡  We continually evaluate opportunities to maximize the value we receive from the sale of OREO. We pursue multiple sales channels with focus primarily on internal marketing and the use of brokers.

Bank regulatory agencies can exercise discretion when an institution does not meet the terms of a consent order. Based on individual circumstances, the agencies may issue mandatory directives, impose monetary penalties, initiate changes in management, or take more serious adverse actions.

Application of Critical Accounting Policies

We continually review our accounting policies and financial information disclosures. A summary of our more significant accounting policies that require the use of estimates and judgments in preparing the financial statements was provided in “Application of Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the calendar year ended December 31, 2013. Management has discussed the development, selection, and application of our critical accounting policies with our Audit Committee. During the first three months of 2014, there were no material changes in the critical accounting policies and assumptions.

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Results of Operations

The following table summarizes components of income and expense and the change in those components for the three months ended March 31, 2014, compared with the same period of 2013:

	For the Three Months Ended March 31,						Change from Prior Period
	2014			2013			Amount			Percent
	(dollars in thousands)
Gross interest income	$	9,897		$	11,258		$	(1,361	)		(12.1	)%
Gross interest expense		2,597			2,960			(363	)		(12.3	)
Net interest income		7,300			8,298			(998	)		(12.0	)
Provision for loan losses		—			450			(450	)		(100.0	)
Non-interest income		915			1,647			(732	)		(44.4	)
Non-interest expense		8,502			9,564			(1,062	)		(11.1	)
Net loss before taxes		(287	)		(69	)		(218	)		315.9
Net loss		(287	)		(69	)		(218	)		315.9

Net loss for the three months ended March 31, 2014 totaled $287,000, compared with a net loss of $69,000 for the comparable period of 2013. Provision for loan losses expense decreased $450,000 in the first quarter of 2014 compared with the same period in 2013. This decrease in provision expense is primarily attributable to the substantial reduction in the loan portfolio size, declining historical loss rates, the lower pace of loans migrating downward in risk grade classification, and more stable collateral values for collateral dependent loans. We had net charge-offs of $2.7 million in the first quarter of 2014. Those charge-offs were primarily the result of charging-off specific reserves for loans deemed to be collateral dependent. Net interest income decreased $998,000 from the 2013 first quarter as a result of an 11 basis point decline in net interest margin due to lower earning asset levels and lower average rates on earning assets. In addition, net interest income and net interest margin were adversely affected by $1.2 million and $1.5 million of interest lost on nonaccrual loans in the first quarters of 2014 and 2013, respectively.

Net Interest Income – Our net interest income was $7.3 million for the three months ended March 31, 2014, a decrease of $998,000, or 12.0%, compared with $8.3 million for the same period in 2013. Net interest spread and margin were 2.83% and 2.96%, respectively, for the first quarter of 2014, compared with 2.93% and 3.07%, respectively, for the first quarter of 2013. Net average nonaccrual loans were $90.9 million and $111.4 million for the first quarters of 2014 and 2013, respectively.

Average loans receivable declined approximately $174.3 million for the quarter ended March 31, 2014 compared with the first quarter of 2013. This resulted in a decline in interest revenue of approximately $1.7 million for the quarter ended March 31, 2014 compared with the prior year period. The decline in loan volume is attributable to our efforts to reduce concentrations in our construction and development loan portfolio and our non-owner occupied commercial real estate loan portfolio, as well as soft loan demand in our markets.

Net interest margin decreased 11 basis points from our margin of 3.07% in the prior year first quarter. The yield on earning assets declined 16 basis points from the first quarter of 2013, compared with an 6 basis point decline in rates paid on interest-bearing liabilities. This resulted in a net $998,000 reduction in net interest income.

Net interest margin for the first quarter of 2014 remained consistent with our margin of 2.96% in the fourth quarter of 2013. Average loan receivables declined $21.0 million from the fourth quarter of 2013, due to our efforts to reduce concentrations in our construction and development loan portfolio and in our non-owner occupied commercial real estate loan portfolio, and continued charge-offs and remediation of non-performing loans. Interest foregone on nonaccrual loans totaled $1.2 million in the first quarter of 2014, compared with $1.2 million in the fourth quarter of 2013, and $1.5 million in the first quarter of 2013. The increase in yield on investment securities was the result of our reinvestment of scheduled principal and interest payment proceeds into higher-yielding securities. Yield on average earning assets for the first quarter of 2014 was 3.99%, which is consistent with the fourth quarter of 2013, compared with a 1 basis point increase in rates paid on interest-bearing liabilities from 1.15% in the fourth quarter of 2013.

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Average Balance Sheets

The following table presents the average balance sheets for the three month periods ended March 31, 2014 and 2013, 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 March 31,
	2014								2013
	Average Balance			Interest Earned/Paid		Average Yield/Cost			Average Balance			Interest Earned/Paid		Average Yield/Cost
	(dollars in thousands)
ASSETS
Interest-earning assets:
Loan receivables (1)(2)	$	698,184		$	8,321		4.83	%	$	872,505		$	10,033		4.66	%
Securities
Taxable		177,579			1,173		2.68			145,171			852		2.38
Tax-exempt (3)		31,086			241		4.84			28,470			221		4.84
FHLB stock		9,095			102		4.55			10,072			108		4.35
Other equity securities		87			—		0.00			1,359			15		4.48
Federal funds sold and other		103,142			60		0.24			53,892			29		0.22
Total interest-earning assets		1,019,173			9,897		3.99	%		1,111,469			11,258		4.15	%
Less: Allowance for loan losses		(27,834	)							(55,340	)
Non-interest earning assets		82,247								95,687
Total assets	$	1,073,586							$	1,151,816
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	670,270		$	2,191		1.33	%	$	749,832		$	2,537		1.37	%
NOW and money market deposits		166,424			147		0.36			153,524			133		0.35
Savings accounts		36,903			23		0.25			40,390			34		0.34
Repurchase agreements		2,356			1		0.17			2,566			1		0.16
FHLB advances		4,385			33		3.05			5,424			43		3.22
Junior subordinated debentures		30,848			202		2.66			31,745			212		2.71
Total interest-bearing liabilities		911,186			2,597		1.16	%		983,481			2,960		1.22	%
Non-interest-bearing liabilities:
Non-interest-bearing deposits		110,572								110,138
Other liabilities		14,836								10,448
Total liabilities		1,036,594								1,104,067
Stockholders’ equity		36,992								47,749
Total liabilities and stockholders’ equity	$	1,073,586							$	1,151,816
Net interest income				$	7,300							$	8,298
Net interest spread							2.83	%							2.93	%
Net interest margin							2.96	%							3.07	%

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

(2) Calculations include non-accruing loans averaging $90.9 million and $111.4 million, respectively, in average loan amounts outstanding.

(3) Taxable equivalent yields are calculated assuming a 35% federal income tax rate.

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Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category 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 March 31, 2014 vs. 2013
	Increase (decrease) due to change in						Net Change
	Rate			Volume
	(in thousands)
Interest-earning assets:
Loan receivables	$	355		$	(2,067	)	$	(1,712	)
Securities		111			230			341
FHLB stock		5			(11	)		(6	)
Other equity securities		(8	)		(7	)		(15	)
Federal funds sold and other		2			29			31
Total decrease in interest income		465			(1,826	)		(1,361	)
Interest-bearing liabilities:
Certificates of deposit and other time deposits		(84	)		(262	)		(346	)
NOW and money market accounts		3			11			14
Savings accounts		(8	)		(3	)		(11	)
Federal funds purchased and repurchased agreements		—			—			—
FHLB advances		(2	)		(8	)		(10	)
Junior subordinated debentures		(4	)		(6	)		(10	)
Total decrease in interest expense		(95	)		(268	)		(363	)
Increase (decrease) in net interest income	$	560		$	(1,558	)	$	(998	)

Non-Interest Income – The following table presents the major categories of non-interest income for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Service charges on deposit accounts	$	468	$	493
Income from fiduciary activities		—		517
Bank card interchange fees		161		172
Other real estate owned income		7		112
Net gain on sales of securities		44		—
Income from bank owned life insurance		76		79
Other		159		274
Total non-interest income	$	915	$	1,647

Non-interest income for the first quarter ended March 31, 2014 decreased by $732,000, or 44.4%, compared with the first quarter of 2013. The decrease in non-interest income between the three month comparative periods was primarily due to lower income from fiduciary activities. During the first quarter of 2013, we transitioned away from providing trust services, including ESOP and employee benefit plan services, throughout our markets. Other real estate owned rental income also decreased between the periods.

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Non-interest Expense –The following table presents the major categories of non-interest expense for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Salary and employee benefits	$	3,741	$	4,139
Occupancy and equipment		892		931
Other real estate owned expense		662		791
Professional fees		558		406
FDIC insurance		540		639
Loan collection expense		539		1,035
State franchise tax		425		537
Communications		235		175
Insurance expense		149		151
Postage and delivery		110		113
Other		651		647
Total non-interest expense	$	8,502	$	9,564

Non-interest expense for the first quarter ended March 31, 2014 decreased $1.1 million, or 11.1%, compared with the first quarter of 2013. The decrease in non-interest expense for the first quarter is primarily due to a decline in loan collection expense, which decreased from $1.0 million in 2013 to $539,000 in 2014, as well as smaller decreases in salary and employee benefits, other real estate owned expense, and FDIC insurance.

Income Tax Expense –No income taxes were recorded for the first three months of 2014. The income tax effect on net loss before taxes for the three months ended March 31, 2014, decreased our deferred tax assets and related valuation allowance by $182,000. See Footnote 9, “Income Taxes.”

Effective tax rates differ from the federal statutory rate of 35% applied to income before income taxes due to the following:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Federal statutory rate times financial statement income	$	(100	)	$	(24	)
Effect of:
Valuation allowance		182			123
Tax-exempt income		(82	)		(79	)
Non-taxable life insurance income		(26	)		(26	)
Other, net		26			6
Total	$	—		$	—

Analysis of Financial Condition

Total assets decreased $12.6 million, or 1.2%, to $1.064 billion at March 31, 2014, from $1.076 billion at December 31, 2013. This decrease was primarily attributable to a decrease of $24.0 million in net loans, and a decrease of $4.4 million in cash and cash equivalents. These decreases were partially offset by increases of $15.0 million in other real estate owned. The decrease in net loans was due to loan payoffs outpacing loan funding and efforts to move impaired loans through the collection, foreclosure, and disposition process. The increase in OREO was due to the continued remediation of problem loans.

Loans Receivable –Loans receivable decreased $26.7 million, or 3.8%, during the three months ended March 31, 2014 to $682.6 million. The decline in loans receivable was attributable to net charge-offs of $2.7 million, transfers to OREO of $17.4 million, and loan payoffs outpacing loan funding by approximately $6.6 million.

Loan Portfolio Composition –The following table presents a summary of the loan portfolio at the dates indicated, net of deferred loan fees, by type. There are no foreign loans in our portfolio. Except for commercial real estate and 1-4 family residential real estate, there is no concentration of loans in any industry exceeding 10% of total loans, with the exception of loans for retail facilities (included in other commercial real estate below). Those loans totaled $96.6 million at March 31, 2014 and $98.5 million at December 31, 2013.

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	As of March 31, 2014					As of December 31, 2013
	Amount		Percent			Amount		Percent
	(dollars in thousands)
Commercial	$	61,688		9.04	%	$	52,878		7.45	%
Commercial Real Estate
Construction		41,772		6.12			43,326		6.11
Farmland		66,403		9.73			71,189		10.04
Other		222,896		32.65			232,026		32.71
Residential Real Estate
Multi-family		38,721		5.67			46,858		6.61
1-4 Family		210,721		30.87			228,505		32.21
Consumer		13,631		2.00			14,365		2.03
Agriculture		26,348		3.86			19,199		2.71
Other		411		0.06			980		0.13
Total loans	$	682,591		100.00	%	$	709,326		100.00	%

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

	March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
	(in thousands)
Pass	$	415,144	$	369,529	$	364,720	$	376,735
Watch		104,171		144,316		159,387		160,965
Special Mention		4,069		5,865		9,249		18,760
Substandard		159,207		189,616		200,594		218,023
Doubtful		—		—		290		302
Total	$	682,591	$	709,326	$	734,240	$	774,785

Our loans receivable have decreased $26.7 million, or 3.8%, during the three months ended March 31, 2014. All loan risk categories have decreased since December 31, 2013, with the exception of pass loans. The pass category increased approximately $45.6 million, the watch category declined approximately $40.1 million, the special mention category declined approximately $1.8 million, and the substandard category declined approximately $30.4 million. During the first quarter of 2014, management instituted a new risk category within its pass classification. The purpose was to better identify certain loans where the borrower’s sustained satisfactory repayment history was deemed a more relevant predictor of future loss than certain underwriting criteria at origination. The establishment of this new pass risk category helps to ensure the watch risk category remains transitory and event driven in nature. A total of $24.2 million in commercial, $8.5 million in residential, and $2.2 million in agriculture loans were reclassified from watch to the new pass risk category during the quarter.

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

	March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
	(in thousands)
Past Due Loans:
30-59 Days	$	5,667	$	10,696	$	10,018	$	8,600
60-89 Days		1,232		775		7,582		2,979
90 Days and Over		—		232		—		71
Total Loans Past Due 30-90+ Days		6,899		11,703		17,600		11,650
Nonaccrual Loans		77,344		101,767		106,922		112,185
Total Past Due and Nonaccrual Loans	$	84,243	$	113,470	$	124,522	$	123,835

During the three months ended March 31, 2014, loans past due 30-59 days decreased from $10.7 million at December 31, 2013 to $5.7 million at March 31, 2014. Loans past due 60-89 days increased from $775,000 at December 31, 2013 to $1.2 million at March 31, 2014. This represents a $4.6 million decrease from December 31, 2013 to March 31, 2014, in loans past due 30-89 days. We considered this trend in delinquency levels 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 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 March 31, 2014 and December 31, 2013.

	March 31, 2014			December 31, 2013
	(dollars in thousands)
Loans past due 90 days or more still on accrual	$	—		$	232
Nonaccrual loans		77,344			101,767
Total non-performing loans		77,344			101,999
Real estate acquired through foreclosure		45,918			30,892
Other repossessed assets		—			—
Total non-performing assets	$	123,262		$	132,891
Non-performing loans to total loans		11.33	%		14.38	%
Non-performing assets to total assets		11.59	%		12.35	%
Allowance for non-performing loans	$	1,632		$	2,285
Allowance for non-performing loans to non-performing loans		2.11	%		2.24	%

Nonperforming loans at March 31, 2014, were $77.3 million, or 11.33% of total loans, compared with $120.9 million, or 14.62% of total loans, at March 31, 2013, and $102.0 million, or 14.38% of total loans at December 31, 2013. Net loan charge-offs in the first three months of 2014 totaled $2.7 million, and were primarily the result of charging off specific reserves for loans deemed to be collateral dependent, in accordance with regulatory guidance.

Troubled Debt Restructuring – A troubled debt restructuring (TDR) occurs when the Company has agreed to a loan modification in the form of a concession for a borrower who is experiencing financial difficulty. The majority of the Company’s TDRs 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 Company 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 not have a formal loan modification program. Rather, we work with individual borrowers on a case-by-case basis to facilitate the orderly collection of our principal and interest before a loan becomes a non-performing loan. If a borrower is unable to make contractual payments, we review the particular circumstances of the borrower’s situation and negotiate a revised payment stream. In other words, we identify performing borrowers experiencing financial difficulties, and through negotiations, we lower their interest rate, most typically on a short-term basis for three to six months. Our 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 they can return to performing status over time.

Our loan modifications have taken the form of reduction in interest rate and/or curtailment of scheduled principal payments for a short-term period, usually three to six months, but in some cases until maturity of the loan. In some circumstances we restructure real estate secured loans in a bifurcated fashion whereby we have a fully amortizing “A” loan at a market interest rate and an interest-only “B” loan at a reduced interest rate. Our restructured loans are all collateral secured loans. If a borrower fails to perform under the modified terms, we place the loan(s) on nonaccrual status and begin the process of working with the borrower to liquidate the underlying collateral to satisfy the debt.

At March 31, 2014, we had 83 restructured loans totaling $72.5 million with borrowers who experienced deterioration in financial condition compared with 98 loans totaling $91.3 million at December 31, 2013. In general, these loans were granted interest rate reductions to provide cash flow relief to borrowers experiencing cash flow difficulties. Of these loans, 5 loans totaling approximately $4.3 million were also 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 $2.8 million of commercial loans. At March 31, 2014, $41.8 million of our restructured loans were accruing and $30.6 million were on nonaccrual compared with $44.3 million and $46.9 million, respectively, at December 31, 2013. The reduction in accruing TDRs between periods was primarily attributable to migration to non-accrual status. There were no new TDRs during the first three months of 2014, compared to $3.7 million during the first three months of 2013.

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

	March 31, 2014			December 31, 2013
	(dollars in thousands)
Total non-performing loans	$	77,344		$	101,999
TDRs on accrual		41,813			44,346
Total non-performing loans and TDRs on accrual	$	119,157		$	146,345
Real estate acquired through foreclosure		45,918			30,892
Other repossessed assets		—			—
Total non-performing assets and TDRs on accrual	$	165,075		$	177,237
Total non-performing loans and TDRs on accrual to total loans		17.46	%		20.63	%
Total non-performing assets and TDRs on accrual to total assets		15.52	%		16.47	%

We consider 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 to be a troubled debt restructure. Specifically, we consider a concession involving a modification of the loan terms, such as (i) a reduction of the stated interest rate, (ii) reduction or deferral of principal, or (iii) 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 not consider that to be a troubled debt restructuring. A primary example of a competitive modification would be an interest rate reduction for a performing borrower’s loan to a market rate as the result of a market decline in rates.

We continue to report restructured loans as restructured until such time as the loan is paid in full, otherwise settled, sold, or charged-off. If the borrower fails to perform, we place the loan on nonaccrual status and seek to liquidate the underlying collateral for these loans. Our nonaccrual policy for restructured loans is identical to our nonaccrual policy for all loans. Our 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 has been in default for a period of 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.

See Footnote 4, “Loans,” to the financial statements for additional disclosure related to troubled debt restructuring.

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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 consideration in estimating loan losses.

Management has established loan grading procedures that 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. The specific and general allocations plus consideration of qualitative factors represent management’s best 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.

An analysis of changes in the allowance for loan losses and selected ratios for the three month period ended March 31, 2014 and 2013, and for the year ended December 31, 2013 follows:

	Three Months Ended March 31,						Year Ended December 31, 2013
	2014			2013
	(dollars in thousands)
Balances at beginning of period	$	28,124		$	56,680		$	56,680
Loans charged-off:
Real estate		2,782			16,651			28,879
Commercial		146			976			2,828
Consumer		128			318			773
Agriculture		9			17			128
Other		17			—			—
Total charge-offs		3,082			17,962			32,608
Recoveries:
Real estate		199			252			1,622
Commercial		88			126			1,212
Consumer		76			90			266
Agriculture		6			203			252
Other		4			—			—
Total recoveries		373			671			3,352
Net charge-offs		2,709			17,291			29,256
Provision for loan losses		—			450			700
Balance at end of period	$	25,415		$	39,839		$	28,124
Allowance for loan losses to period-end loans		3.72	%		4.82	%		3.96	%
Net charge-offs to average loans		0.39	%		1.98	%		3.71	%
Allowance for loan losses to non-performing loans		32.86	%		32.94	%		27.57	%
Allowance for loan losses for loans individually evaluated for impairment	$	2,453		$	8,161		$	3,471
Loans individually evaluated for impairment		122,158			177,472			149,883
Allowance for loan losses to loans individually evaluated for impairment		2.01	%		4.60	%		2.32	%
Allowance for loan losses for loans collectively evaluated for impairment	$	22,962		$	31,678		$	24,653
Loans collectively evaluated for impairment		560,433			649,604			559,443
Allowance for loan losses to loans collectively evaluated for impairment		4.10	%		4.88	%		4.41	%

Our loan loss reserve, as a percentage of total loans at March 31, 2014, decreased to 3.72% from 4.82% at March 31, 2013, and from 3.96% at December 31, 2013. The change in our loan loss reserve as a percentage of total loans between periods is attributable to the fluctuation in historical loss experience, qualitative factors, fewer loans migrating downward in risk grade classifications, charge-off levels, and provision expense. Our allowance for loan losses to non-performing loans was 32.86% at March 31, 2014, compared with 27.57% at December 31, 2013, and 32.94% at March 31, 2013. Net charge-offs in the first quarter of 2014 totaled $2.7 million of which $1.8 million were the result of charging off the allowance for individually evaluated loans deemed to be collateral dependent during the quarter. This resulted in the decline in our allowance for loan losses for loans individually evaluated for impairment and our allowance for loan losses to non-performing loans to current levels.

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

	Three Months Ended March 31, 2014		Year Ended December 31, 2013			Year Ended December 31, 2012
	(in thousands)
Commercial	$	58	$	1,616		$	3,655
Commercial Real Estate		1,358		20,045			21,531
Residential Real Estate		1,225		7,212			8,866
Consumer		52		507			1,005
Agriculture		3		(124	)		1,092
Other		13		—			—
Total net charge-offs	$	2,709	$	29,256		$	36,149

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 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 allowance for non-performing loans to non-performing loans was 2.11% at March 31, 2014 compared with 2.24% at December 31, 2013, and 4.83% at March 31, 2013. The decline in this ratio from December 31, 2013 to March 31, 2014 was primarily attributable to net charge-offs of $2.7 million related to specific reserves for loans deemed to be collateral dependent during the period.

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 March 31, 2014 and December 31, 2013.

	March 31, 2014						December 31, 2013
	Commercial Real Estate			Residential Real Estate			Commercial Real Estate			Residential Real Estate
	(in thousands)
Unpaid principal balance	$	108,796		$	35,944		$	116,740		$	56,665
Prior charge-offs		(21,953	)		(5,958	)		(22,410	)		(7,153	)
Recorded investment		86,843			29,986			94,330			49,512
Allocated allowance		(1,546	)		(451	)		(2,345	)		(827	)
Recorded investment, less allocated allowance	$	85,297		$	29,535		$	91,985		$	48,685
Recorded investment, less allocated allowance/ Unpaid principal balance		78.40	%		82.17	%		78.79	%		85.92	%

Based on previous charge-offs, our current recorded investment in the commercial real estate and residential real estate segments is significantly below the unpaid principal balance for these loans. Consideration of the recorded investment and allocated allowance further indicated we are at 78.40% and 82.17% of the unpaid principal balance in the commercial real estate and residential real estate segments of the portfolio, respectively, at March 31, 2014.

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

	March 31, 2014							December 31, 2013							September 30, 2013							June 30, 2013
	Loans		Allowance		% of Total			Loans		Allowance		% to Total			Loans		Allowance		% to Total			Loans		Allowance		% to Total
Commercial	$	56,889	$	3,156		5.55	%	$	47,883	$	2,931		6.12	%	$	46,346	$	3,206		6.92	%	$	44,631	$	3,260		7.30	%
Commercial real estate		244,228		12,383		5.07			252,211		14,069		5.58			262,295		13,681		5.22			271,735		13,425		4.94
Residential real estate:		219,456		6,620		3.02			225,851		6,935		3.07			231,070		9,147		3.96			242,142		9,619		3.97
Consumer		13,585		379		2.79			14,272		407		2.85			15,561		532		3.42			16,636		573		3.44
Agriculture		26,049		415		1.59			18,877		305		1.62			23,337		421		1.80			24,414		487		1.99
Other		226		9		3.98			349		6		1.72			214		5		2.34			189		5		2.65
Total	$	560,433	$	22,962		4.10	%	$	559,443	$	24,653		4.41	%	$	578,823	$	26,992		4.66	%	$	599,747	$	27,369		4.56	%

Our allowance for loan losses for loans collectively evaluated for impairment declined to 4.10% at March 31, 2014 from 4.88% at March 31, 2013 and 4.41% at December 31, 2013. This decline was driven primarily by an improving loan risk category classification mix and volume as well as improving historical loss trends 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.

Provision for Loan Losses –No provision for loan losses was recorded for the first quarter of 2014 compared with $450,000 for the first quarter of 2013. The decrease in the first quarter was primarily attributable to the $24.0 million reduction in the loan portfolio size compared to the first quarter of 2013, net loan charge-offs of $2.7 million compared with $17.3 million in the first quarter of 2013, the lower pace of loans migrating downward in risk grade classification, and more stable collateral values for collateral dependent loans. All loan risk categories have decreased since December 31, 2013, with the exception of pass loans. The pass category increased approximately $45.6 million, the watch category declined approximately $40.1 million, the special mention category declined approximately $1.8 million, and the substandard category declined approximately $30.4 million. During the first quarter of 2014, management instituted a new risk category within its pass classification. The purpose was to better identify certain loans where the borrower’s sustained satisfactory repayment history was deemed a more relevant predictor of future loss than certain underwriting criteria at origination. The establishment of this new pass risk category helps to ensure the watch risk category remains transitory and event driven in nature. A total of $24.2 million in commercial, $8.5 million in residential, and $2.2 million in agriculture loans were reclassified from watch to the new pass risk category during the quarter. We consider the size and volume of our portfolio as well as the credit quality of our 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.

Foreclosed Properties – Foreclosed properties at March 31, 2014 were $45.9 million compared with $44.2 million at March 31, 2013 and $30.9 million at December 31, 2013. See Footnote 5, “Other Real Estate Owned,” to the financial statements. During the first three months of 2014, we acquired $17.4 million of OREO properties, and sold properties totaling approximately $2.1 million. We value foreclosed properties at fair value less estimated costs to sell when acquired and expect to liquidate these properties to recover our investment in the due course of business.

Other real estate owned (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 for loan losses. Subsequent reductions in fair value are recorded as non-interest expense. To determine the fair value of OREO for smaller dollar single family homes, we consult with internal real estate sales staff and external realtors, investors, and appraisers. If the internally evaluated market price is below our underlying investment in the property, appropriate write-downs are recorded.

For larger dollar commercial real estate properties, we obtain a new appraisal of the subject property in connection with the transfer to OREO. In some of these circumstances, an appraisal is in process at quarter end and we must make our best estimate of the fair value of the underlying collateral based on our internal evaluation of the property, our review of the most recent appraisal, and discussions with the currently engaged appraiser. We typically obtain updated appraisals on the anniversary date of ownership unless a sale is imminent.

Net loss on sales, write-downs, and operating expenses for OREO totaled $662,000 for the three months ended March 31, 2014, compared with $791,000 for the same period of 2013. During the three months ended March 31, 2014, fair value write-downs of $250,000 were recorded to reflect declining values evidenced by new appraisals and our reduction of marketing prices in connection with our sales strategies compared with $307,000 for the three months ended March 31, 2013.

Liabilities –Total liabilities at March 31, 2014 were $1.027 billion compared with $1.040 billion at December 31, 2013, a decrease of $13.0 million, or 1.2%. This decrease was primarily attributable to a decrease in deposits of $12.8 million, or 1.3%, to $974.9 million at March 31, 2014 from $987.7 million at December 31, 2013. Certificate of deposit balances declined $23.5 million during the first three months of 2014 to $656.5 million at March 31, 2014 from $680.0 million at December 31, 2013. The decrease in deposits follows management’s strategy to match liability funding levels with lower loan balances.

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Federal Home Loan Bank advances decreased by $147,000, or 3.3%, to $4.3 million at March 31, 2014, from $4.5 million at December 31, 2013. These advances are used from time to time to fund asset growth and manage interest rate risk in accordance with our asset/liability management strategies.

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 Three Months Ended March 31, 2014					For the Year Ended December 31, 2013
	Average Balance		Average Rate			Average Balance		Average Rate
	(dollars in thousands)
Demand	$	110,572				$	106,153
Interest checking		83,235		0.18	%		84,917		0.23	%
Money market		83,189		0.54			69,842		0.50
Savings		36,903		0.25			39,158		0.29
Certificates of deposit		670,270		1.33			703,982		1.35
Total deposits	$	984,169		0.97	%	$	1,004,052		1.01	%

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 Three Months Ended March 31, 2014					For the Year Ended December 31, 2013
	Average Balance		Average Rate			Average Balance		Average Rate
	(dollars in thousands)
Less than $100,000	$	378,272		1.26	%	$	405,758		1.28	%
$100,000 or more		291,998		1.41	%		298,224		1.44	%
Total	$	670,270		1.33	%	$	703,982		1.35	%

The following table shows at March 31, 2014 the amount of our time deposits of $100,000 or more by time remaining until maturity (in thousands):

Maturity Period
Three months or less	$	31,442
Three months through six months		52,104
Six months through twelve months		110,954
Over twelve months		92,559
Total	$	287,059

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Liquidity

Liquidity risk arises from the possibility we 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 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 we meet our cash flow needs at a reasonable cost. We maintain an investment and funds management policy, which identifies primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. Our Asset Liability Committee regularly monitors and reviews our liquidity position.

Funds are available from a number of sources, including the sale of securities in the available for sale portion of the investment portfolio, principal pay-downs on loans and mortgage-backed securities, customer deposit inflows, and other wholesale funding. Our investment portfolio totaled $166.4 million at March 31, 2014 and within that portfolio, $80.6 million of our securities currently have an unrealized loss of $3.1 million.

Traditionally, we have borrowed from the FHLB to supplement our funding requirements. The advances are collateralized by first mortgage residential loans. The borrowing capacity is based on the market value of the underlying pledged loans. At March 31, 2014, our additional borrowing capacity with the FHLB was $21.8 million. Any new advances are limited to a one year maturity or less.

We also have federal funds borrowing lines from major correspondent banks totaling $5.0 million on a secured basis. Management believes our sources of liquidity are adequate to meet expected cash needs for the foreseeable future. However, the availability of these lines could be affected by our financial position, and our lenders could exercise their right to deny a funding request at their discretion. We are also subject to FDIC interest rate restrictions for deposits. As such, we are permitted to offer up to the “national rate” plus 75 basis points as published weekly by the FDIC.

We use cash to pay dividends on common stock, if and when declared by the Board of Directors, and to service debt. The main sources of funding include dividends paid by PBI Bank and financing obtained in the capital markets. During 2011, Porter Bancorp contributed $13.1 million to its subsidiary, PBI Bank, which substantially decreased its liquid assets. The contribution was made to strengthen the Bank’s capital in an effort to help it comply with its capital ratio requirements under the consent order. Liquid assets decreased from $20.3 million at December 31, 2010, to $2.5 million at March 31, 2014. Since the Bank is unlikely to be in a position to pay dividends to the parent company for the foreseeable future, cash inflows for the parent are limited to earnings on investment securities, sales of investment securities, and interest on deposits with the Bank. These cash inflows along with the liquid assets held at March 31, 2014, totaling $2.5 million, are needed for the ongoing cash operating expenses of the parent company which have been reduced and are expected to be approximately $950,000 for 2014. We have elected to defer payments on our Series A preferred stock and on our trust preferred securities.

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Capital

In the fourth quarter of 2011, we began deferring the payment of regular quarterly cash dividends on our Series A Preferred Stock issued to the U.S. Treasury. At March 31, 2014, cumulative accrued and unpaid dividends on this stock totaled $5.1 million. As a result of our dividend deferral, the holder of our Series A Preferred Stock (currently the U.S. Treasury) has the right to appoint up to two representatives to our Board of Directors. We will continue to accrue deferred dividends, which will be deducted from income to common shareholders for financial statement purposes.

In addition, effective with the fourth quarter of 2011, we began deferring interest payments on our junior subordinated notes which resulted in a deferral of distributions on our trust preferred securities. We have the option to defer interest payments from time-to-time for a period not to exceed 20 consecutive quarters. Thereafter, we must pay all deferred interest and resume quarterly interest payments or we will be in default. Future cash dividends on our common stock are subject to the prior payment of all deferred distributions on our trust preferred securities. At March 31, 2014, cumulative accrued and unpaid interest on our junior subordinated notes totaled $1.7 million.

Stockholders’ equity increased $406,000 to $36.3 million at March 31, 2014, compared with $35.9 million at December 31, 2013. The increase was due a decrease in unrealized loss on available for sale securities, offset by the current year net loss and further reduced by dividends declared (accrued and unpaid) on cumulative preferred stock.

Each of the federal bank regulatory agencies has established risk-based capital requirements for banking organizations. In addition, PBI Bank has agreed with its primary regulators to maintain a ratio of total capital to total risk-weighted assets (“total risk-based capital ratio”) of at least 12.0%, and a ratio of Tier 1 capital to total assets (“leverage ratio”) of 9.0%.

The following table shows the ratios of Tier 1 capital and total capital to risk-adjusted assets and the leverage ratios for Porter Bancorp, Inc. and PBI Bank at the dates indicated:

										March 31, 2014						December 31, 2013
	Regulatory Minimums			Well- Capitalized Minimums			Minimum Capital Ratios Under Consent Order			Porter Bancorp			PBI Bank			Porter Bancorp			PBI Bank
Tier 1 Capital		4.0	%		6.0	%		N/A			7.22	%		9.44	%		7.34	%		9.35	%
Total risk-based capital		8.0			10.0			12.0	%		10.93			11.50			11.03			11.44
Tier 1 leverage ratio		4.0			5.0			9.0			4.87			6.36			4.95			6.28

At March 31, 2014, PBI Bank’s Tier 1 leverage ratio was 6.36%, and its total risk-based capital ratio was 11.50%, both of which are below the minimum capital ratios required by the Consent Order. Failure to meet minimum capital requirements could result in additional discretionary actions by regulators that, if undertaken, could have a materially adverse effect on our financial condition.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s interest sensitivity profile was asset sensitive at March 31, 2014, and December 31, 2013. Given a 100 basis point increase in interest rates sustained for one year, base net interest income would decrease by an estimated 0.09% at March 31, 2014, compared with an increase of 2.45% at December 31, 2013, and is within the risk tolerance parameters of our risk management policy. Given a 200 basis point increase in interest rates sustained for one year, base net interest income would increase by an estimated 0.14% at March 31, 2014, compared with an increase of 4.85% at December 31, 2013, and is within the risk tolerance parameters of our risk management policy.

The following table indicates the estimated impact on net interest income under various interest rate scenarios for the twelve months following March 31, 2014, as calculated using the static shock model approach:

	Change in Future Net Interest Income
	Dollar Change			Percentage Change
	(dollars in thousands)
+ 200 basis points	$	40			0.14	%
+ 100 basis points		(25	)		(0.09	)

We did not run a model simulation for declining interest rates as of March 31, 2014 because the Federal Reserve effectively lowered the federal funds target rate between 0.00% to 0.25% in December 2008. Therefore, no significant further short-term rate reductions can occur.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our president and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, our president and chief financial officer concluded that, as of the end of the fiscal quarter covered by this report, these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (b) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Additionally, there was no change in our internal control over financial reporting during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of operations, we are defendants in various legal proceedings. Except as described in Footnote 13, “Contingencies” in the Notes to our consolidated financial statement, in the opinion of management, there is no known legal proceeding pending which an adverse decision would be expected to result in a material adverse change in our business or consolidated financial position. See Footnote 13, “Contingencies” in the Notes to our consolidated financial statements for additional detail regarding ongoing legal proceedings.

Item 1A. Risk Factors

We refer you to the detailed cautionary statements and discussion of risks that affect our Company and its business in “Item 1A – Risk Factors” of our December 31, 2013 Annual Report on Form 10-K. 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
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 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’s Quarterly Report on Form 10Q for the quarter ended March 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (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 if 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PORTER BANCORP, INC. (Registrant)
May 9, 2014	By:	/s/ John T. Taylor
		John T. Taylor
		Chief Executive Officer
May 9, 2014	By:	/s/ Phillip W. Barnhouse
		Phillip W. Barnhouse
		Chief Financial Officer and Chief Accounting Officer

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