LIMESTONE BANCORP, INC. - Quarter Report: 2016 March (Form 10-Q)

pbib20160331_10q.htm Table Of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2016

☐	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 ☒ 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 ☒ 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 ☒

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

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

22,986,177 Common Shares and 7,958,000 Non-Voting Common Shares, no par value, were outstanding at April 30, 2016.

Table Of Contents

INDEX

Table Of Contents

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, 2016 and December 31, 2015

Unaudited Consolidated Statements of Income for the three months ended March 31, 2016 and 2015

Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015

Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2016

Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015

Notes to Unaudited Consolidated Financial Statements

Table Of Contents

PORTER BANCORP, INC.

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)

	March 31, 2016			December 31, 2015
Assets
Cash and due from banks	$	8,097		$	8,006
Interest bearing deposits in banks		72,209			85,329
Cash and cash equivalents		80,306			93,335
Securities available for sale		141,525			144,978
Securities held to maturity (fair value of $44,683 and $44,253, respectively)		42,011			42,075
Loans held for sale		113			186
Loans, net of allowance of $11,340 and $12,041, respectively		608,487			606,625
Premises and equipment, net		18,751			18,812
Other real estate owned		17,861			19,214
Federal Home Loan Bank stock		7,323			7,323
Bank owned life insurance		14,531			9,441
Accrued interest receivable and other assets		7,251			6,733
Total assets	$	938,159		$	948,722

Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	120,302		$	120,043
Interest bearing		745,311			757,954
Total deposits		865,613			877,997
Federal Home Loan Bank advances		2,932			3,081
Accrued interest payable and other liabilities		10,181			10,577
Subordinated capital note		3,825			4,050
Junior subordinated debentures		21,000			21,000
Total liabilities		903,551			916,705
Stockholders’ equity
Preferred stock, no par
Series E - 6,198 issued and outstanding; Liquidation preference of $6.2 million		1,644			1,644
Series F - 4,304 issued and outstanding; Liquidation preference of $4.3 million		1,127			1,127
Total preferred stockholders’ equity		2,771			2,771
Common stock, no par, 86,000,000 shares authorized, 20,086,177 and 20,089,533 voting, and 6,858,000 and 6,858,000 non-voting shares issued and outstanding, respectively		120,699			120,699
Additional paid-in capital		23,727			23,654
Retained deficit		(109,328	)		(110,808	)
Accumulated other comprehensive loss		(3,261	)		(4,299	)
Total common stockholders’ equity		31,837			29,246
Total stockholders' equity		34,608			32,017
Total liabilities and stockholders’ equity	$	938,159		$	948,722

See accompanying notes to unaudited consolidated financial statements.

Table Of Contents

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Income

(dollars in thousands, except per share data)

	Three Months Ended March 31,
	2016			2015
Interest income
Loans, including fees	$	7,882		$	7,755
Taxable securities		989			1,126
Tax exempt securities		164			203
Federal funds sold and other		150			119
		9,185			9,203
Interest expense
Deposits		1,308			1,692
Junior subordinated debentures		168			152
Subordinated capital note		39			42
Federal Home Loan Bank advances		19			27
Federal funds purchased and other		—			—
		1,534			1,913
Net interest income		7,651			7,290
Provision (negative position) for loan losses		(550	)		—
Net interest income after provision for loan losses		8,201			7,290

Non-interest income
Service charges on deposit accounts		429			409
Bank card interchange fees		202			203
Other real estate owned rental income		256			357
Net gain on sales of securities		203			1,497
Other		301			230
		1,391			2,696
Non-interest expense
Salaries and employee benefits		3,822			3,847
Occupancy and equipment		854			870
Professional fees		385			979
FDIC insurance		523			570
Data processing expense		297			304
State franchise and deposit tax		255			285
Other real estate owned expense		668			733
Loan collection expense		82			283
Other		1,205			1,521
		8,091			9,392
Income before income taxes		1,501			594
Income tax expense		21			—
Net income		1,480			594
Less:
Earnings allocated to participating securities		51			185
Net income attributable to common shareholders	$	1,429		$	409
Basic and diluted earnings per common share	$	0.05		$	0.02

See accompanying notes to unaudited consolidated financial statements.

Table Of Contents

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

	Three Months Ended March 31,
	2016			2015
Net income	$	1,480		$	594
Other comprehensive income (loss):
Unrealized gain (loss) on securities:
Unrealized gain (loss) arising during the period		1,209			1,328
Amortization during period of net unrealized loss transferred to held to maturity		32			33
Reclassification adjustment for losses (gains) included in net income		(203	)		(1,497	)
Net unrealized gain/(loss) recognized in comprehensive income		1,038			(136	)
Tax effect		—			—
Other comprehensive income (loss)		1,038			(136	)

Comprehensive income	$	2,518		$	458

See accompanying notes to unaudited consolidated financial statements.

Table Of Contents

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

For Three Months Ended March 31, 2016

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

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

Balances, January 1, 2016		20,089,533			6,858,000		26,947,533			6,198		4,304	$	120,699	$	1,644	$	1,127	$	23,654	$	(110,808	)	$	(4,299	)	$	32,017
Issuance of unvested stock		—			—		—			—		—		—		—		—		—		—			—			—
Forfeited unvested stock		(3,356	)		—		(3,356	)		—		—		—		—		—		—		—			—			—
Stock-based compensation expense		—			—		—			—		—		—		—		—		73		—			—			73
Net income		—			—		—			—		—		—		—		—		—		1,480			—			1,480
Net change in accumulated other comprehensive income, net of taxes		—			—		—			—		—		—		—		—		—		—			1,038			1,038
Balances, March 31, 2016		20,086,177			6,858,000		26,944,177			6,198		4,304	$	120,699	$	1,644	$	1,127	$	23,727	$	(109,328	)	$	(3,261	)	$	34,608

See accompanying notes.

Table Of Contents

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Cash Flows

For Three Months Ended March 31, 2016 and 2015

(dollars in thousands)

	2016			2015
Cash flows from operating activities
Net income	$	1,480		$	594
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization		386			422
Provision (negative provision) for loan losses		(550	)		—
Net amortization on securities		309			354
Stock-based compensation expense		73			49
Net loss (gain) on sales of loans held for sale		(17	)		281
Loans originated for sale		(1,056	)		(433	)
Proceeds from sales of loans held for sale		1,146			9,078
Net (gain) loss on sales of other real estate owned		(55	)		(3	)
Net write-down of other real estate owned		500			300
Net realized gain on sales of investment securities		(203	)		(1,497	)
Earnings on bank owned life insurance, net of premium expense		(90	)		(64	)
Net change in accrued interest receivable and other assets		(617	)		783
Net change in accrued interest payable and other liabilities		(396	)		118
Net cash from operating activities		910			9,982

Cash flows from investing activities
Purchases of available for sale securities		(4,114	)		(4,927	)
Sales of available for sale securities		3,486			34,138
Maturities and prepayments of available for sale securities		5,077			5,358
Proceeds from sale of other real estate owned		1,349			2,629
Loan originations and payments, net		(1,802	)		(8,618	)
Purchases of premises and equipment, net		(177	)		(63	)
Purchase of bank owned life insurance		(5,000	)		—
Net cash from investing activities		(1,181	)		28,517

Cash flows from financing activities
Net change in deposits		(12,384	)		3,668
Net change in repurchase agreements		—			(196	)
Repayment of Federal Home Loan Bank advances		(149	)		(17,155	)
Advances from Federal Home Loan Bank		—			5,000
Repayment of subordinated capital note		(225	)		(225	)
Net cash from financing activities		(12,758	)		(8,908	)
Net change in cash and cash equivalents		(13,029	)		29,591
Beginning cash and cash equivalents		93,335			80,180
Ending cash and cash equivalents	$	80,306		$	109,771

Supplemental cash flow information:
Interest paid	$	4,205		$	1,906
Income taxes paid (refunded)		21			—
Supplemental non-cash disclosure:
Transfer from loans to other real estate	$	441		$	347

See accompanying notes to unaudited consolidated financial statements.

Table Of Contents

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) 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 the three months ended March 31, 2016 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, 2015 included in the Company’s Annual Report on Form 10-K.

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

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

Adoption of New Accounting Standards – In May 2014, FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. Management is currently evaluating the impact of the adoption of this guidance on the Company’s financial statements.

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

Note 2 – Going Concern Considerations and Future Plans

Our 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 discussion create substantial doubt about the Company’s ability to continue as a going concern.

For the three months ended March 31, 2016, we reported net income of $1.5 million compared with net loss of $3.2 million and $11.2 million for the years ended December 31, 2015 and 2014, respectively. Our financial performance has been negatively impacted by the Bank’s elevated level of non-performing assets, although the impact has diminished as we have substantially reduced non-performing assets during recent periods. Non-performing loans were 1.79%, 2.28%, and 7.57% of total loans at March 31, 2016, December 31, 2015, and December 31, 2014, respectively. Non-performing assets were 3.09%, 3.51%, and 9.19% of total assets at March 31, 2016, December 31, 2015, and December 31, 2014, respectively. See “Analysis of Financial Condition,” below.

In the fourth quarter of 2011 we began deferring interest payable on the junior subordinated debentures held by our trust subsidiaries, requiring our trust subsidiaries to defer distributions on our trust preferred securities held by investors. On April 15, 2016, we completed a private placement of 2.9 million common shares and 1.1 million non-voting common shares to accredited investors resulting in total proceeds of $5.0 million. The investors in the private placement directed a portion of proceeds to pay all deferred interest payments, bringing our interest payments current through the second quarter of 2016. The remaining proceeds totaled approximately $2.2 million and will be used for general corporate purposes and to support the Bank.

Table Of Contents

We continue to be involved in various legal proceedings. We dispute the material factual allegations made against us, and 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”.

Our Consent Order with the FDIC and KDFI requires the Bank to maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. As of March 31, 2016, the Bank’s Tier 1 leverage ratio and total risk based capital ratio were 6.39% and 10.64%, respectively, both less than the minimum capital ratios required by the Consent Order. If the Bank should be unable to reach the required capital levels, and if directed in writing by the FDIC, the Consent Order requires the Bank to develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution or otherwise obtain a capital investment into the Bank sufficient to recapitalize the Bank. The Bank has not been directed by the FDIC to implement such a plan.

In order to meet the 9.0% Tier 1 leverage ratio and 12.0% total risk based capital ratio requirements of the Consent Order, the Board of Directors and management are continuing to evaluate and implement strategies to achieve the following objectives:

●

Continuing to increase capital through the issuance of senior debt, subordinated debt, and equity securities.

●

Continuing to operate the Company and Bank in a safe and sound manner. We have reduced our lending concentrations and the size of our balance sheet while continuing to remediate non-performing loans.

●

Executing on the sale of OREO and reinvestment in quality income producing assets.

●

Continuing to improve 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.

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 such as directing a bank to seek a buyer or taking a bank into receivership.

The Consent Order requires the Bank to obtain the written consent of both agencies before declaring or paying any future dividends to the Company, which are its principal source of revenue. Since the Bank is unlikely to be in a position to pay dividends to the Company until the Consent Order is satisfied, cash inflows for the Company are limited to the issuance of new debt or the issuance of capital securities. The Company’s liquid assets were $764,000 as of March 31, 2016, and were increased by approximately $2.2 million after the subsequent sale of common shares and non-voting common shares on April 15, 2016. Ongoing operating expenses of the Company are forecast at approximately $1.0 million for the next twelve months.

Our consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

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, 2016
Available for sale
U.S. Government and federal agency	$	34,513	$	321	$	(98	)	$	34,736
Agency mortgage-backed: residential		99,935		1,570		(143	)		101,362
State and municipal		3,270		67		—			3,337
Corporate bonds		2,325		—		(235	)		2,090
Total available for sale	$	140,043	$	1,958	$	(476	)	$	141,525

Table Of Contents

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Held to maturity
State and municipal	$	42,011	$	2,672	$	—	$	44,683
Total held to maturity	$	42,011	$	2,672	$	—	$	44,683

December 31, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale
U.S. Government and federal agency	$	33,491	$	146	$	(375	)	$	33,262
Agency mortgage-backed: residential		102,135		907		(380	)		102,662
State and municipal		6,555		306		—			6,861
Corporate bonds		2,321		—		(128	)		2,193
Total available for sale	$	144,502	$	1,359	$	(883	)	$	144,978

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Held to maturity
State and municipal	$	42,075	$	2,178	$	—	$	44,253
Total held to maturity	$	42,075	$	2,178	$	—	$	44,253

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

	Three Months Ended March 31,
	2016		2015
	(in thousands)

Proceeds	$	3,486	$	34,138
Gross gains		203		1,551
Gross losses		—		54

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, 2016
	Amortized Cost		Fair Value
	(in thousands)
Maturity
Available for sale
Within one year	$	6,120	$	5,941
One to five years		7,598		7,790
Five to ten years		26,390		26,432
Agency mortgage-backed: residential		99,935		101,362
Total	$	140,043	$	141,525

Held to maturity
One to five years	$	17,012	$	17,800
Five to ten years		23,950		25,723
Beyond ten years		1,049		1,160
Total	$	42,011	$	44,683

Table Of Contents

Securities pledged at March 31, 2016 and December 31, 2015 had carrying values of approximately $52.9 million and $68.0 million, respectively, and were pledged to secure public deposits.

At March 31, 2016 and December 31, 2015, we held securities issued by the Commonwealth of Kentucky or municipalities in the Commonwealth of Kentucky having a book value of $17.6 million and $17.7 million, respectively. Additionally, at March 31, 2016 and December 31, 2015, we held securities issued by the State of Texas or municipalities in the State of Texas having a book value of $4.3 million at each period end. At March 31, 2016 and December 31, 2015, there were no other holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

Securities with unrealized losses at March 31, 2016 and December 31, 2015, 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, 2016
Available for sale
U.S. Government and federal agency	$	3,812	$	(18	)	$	10,410	$	(80	)	$	14,222	$	(98	)
Agency mortgage-backed: residential		15,552		(143	)		—		—			15,552		(143	)
Corporate bonds		691		(76	)		1,400		(159	)		2,091		(235	)
Total temporarily impaired	$	20,055	$	(237	)	$	11,810	$	(239	)	$	31,865	$	(476	)



December 31, 2015
Available for sale
U.S. Government and federal agency	$	7,058	$	(44	)	$	14,527	$	(331	)	$	21,585	$	(375	)
Agency mortgage-backed: residential		36,325		(271	)		3,856		(109	)		40,181		(380	)
Corporate bonds		747		(18	)		1,446		(110	)		2,193		(128	)
Total temporarily impaired	$	44,130	$	(333	)	$	19,829	$	(550	)	$	63,959	$	(883	)

There were no held to maturity securities in an unrecognized loss position at March 31, 2016 or December 31, 2015.

The Company evaluates securities for other than temporary impairment (OTTI) on a quarterly basis. 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, 2016, management does not believe securities within our portfolio with unrealized losses should be classified as other than temporarily impaired.

Table Of Contents

Note 4 – Loans

Loans were as follows:	March 31,			December 31,
	2016			2015
	(in thousands)
Commercial	$	83,743		$	86,176
Commercial Real Estate:
Construction		34,631			33,154
Farmland		73,119			76,412
Nonfarm nonresidential		143,767			140,570
Residential Real Estate:
Multi-family		43,541			44,131
1-4 Family		197,983			201,478
Consumer		9,929			10,010
Agriculture		32,731			26,316
Other		383			419
Subtotal		619,827			618,666
Less: Allowance for loan losses		(11,340	)		(12,041	)
Loans, net	$	608,487		$	606,625

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2016 and 2015:

	Commercial			Commercial Real Estate			Residential Real Estate			Consumer			Agriculture			Other			Total
	(in thousands)
March 31, 2016:
Beginning balance	$	818		$	6,993		$	3,984		$	122		$	122		$	2		$	12,041
Negative provision for loan losses		(199	)		(375	)		129			(33	)		(65	)		(7	)		(550	)
Loans charged off		(12	)		(118	)		(595	)		(13	)		–			(11	)		(749	)
Recoveries		35			263			165			39			79			17			598
Ending balance	$	642		$	6,763		$	3,683		$	115		$	136		$	1		$	11,340


March 31, 2015:
Beginning balance	$	2,046		$	10,931		$	5,787		$	274		$	319		$	7		$	19,364
Provision for loan losses		269			7			(384	)		12			104			(8	)		–
Loans charged off		(375	)		(369	)		(482	)		(68	)		(33	)		–			(1,327	)
Recoveries		106			111			300			26			1			16			560
Ending balance	$	2,046		$	10,680		$	5,221		$	244		$	391		$	15		$	18,597

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, 2016:

	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	$	–	$	39	$	425	$	–	$	–	$	–	$	464
Collectively evaluated for impairment		642		6,724		3,258		115		136		1		10,876
Total ending allowance balance	$	642	$	6,763	$	3,683	$	115	$	136	$	1	$	11,340


Loans:
Loans individually evaluated for impairment	$	864	$	11,198	$	14,089	$	8	$	77	$	–	$	26,236
Loans collectively evaluated for impairment		82,879		240,319		227,435		9,921		32,654		383		593,591
Total ending loans balance	$	83,743	$	251,517	$	241,524	$	9,929	$	32,731	$	383	$	619,827

Table Of Contents

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, 2015:

	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	$	–	$	43	$	385	$	–	$	–	$	–	$	428
Collectively evaluated for impairment		818		6,950		3,599		122		122		2		11,613
Total ending allowance balance	$	818	$	6,993	$	3,984	$	122	$	122	$	2	$	12,041


Loans:
Loans individually evaluated for impairment	$	1,112	$	12,819	$	17,673	$	20	$	152	$	–	$	31,776
Loans collectively evaluated for impairment		85,064		237,317		227,936		9,990		26,164		419		586,890
Total ending loans balance	$	86,176	$	250,136	$	245,609	$	10,010	$	26,316	$	419	$	618,666

Impaired Loans

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

The following tables present information related to loans individually evaluated for impairment by class of loans as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015:

	As of March 31, 2016						Three Months Ended March 31, 2016
	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	$	1,176	$	864	$	—	$	987	$	1	$	1
Commercial real estate:
Construction		277		261		—		261		3		—
Farmland		5,726		4,125		—		4,194		6		5
Nonfarm nonresidential		9,705		6,401		—		7,116		248		190
Residential real estate:
Multi-family		2,400		2,400		—		1,216		30		1
1-4 Family		7,977		5,834		—		8,795		58		6
Consumer		40		8		—		14		7		8
Agriculture		105		77		—		115		—		—
Other		—		—		—		—		—		—
Subtotal		27,406		19,970		—		22,698		353		211

With An Allowance Recorded:
Commercial		—		—		—		—		—		—
Commercial real estate:
Construction		—		—		—		—		—		—
Farmland		—		—		—		—		—		—
Nonfarm nonresidential		411		411		39		438		6		—
Residential real estate:
Multi-family		4,177		4,177		48		4,186		50		—
1-4 Family		1,678		1,678		377		1,684		20		—
Consumer		—		—		—		—		—		—
Agriculture		—		—		—		—		—		—
Other		—		—		—		—		—		—
Subtotal		6,266		6,266		464		6,308		76		—
Total	$	33,672	$	26,236	$	464	$	29,006	$	429	$	211

Table Of Contents

	As of December 31, 2015						Three Months Ended March 31, 2015
	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	$	1,558	$	1,112	$	—	$	1,821	$	—	$	—
Commercial real estate:
Construction		278		262		—		4,019		4		1
Farmland		6,004		4,263		—		4,804		23		23
Nonfarm nonresidential		11,256		7,829		—		22,920		65		—
Residential real estate:
Multi-family		32		32		—		40		—		—
1-4 Family		14,066		11,756		—		14,918		134		47
Consumer		118		20		—		27		—		—
Agriculture		260		152		—		247		—		—
Other		—		—		—		123		2		2
Subtotal		33,572		25,426		—		48,919		228		73
With An Allowance Recorded:
Commercial		—		—		—		29		—		—
Commercial real estate:
Construction		—		—		—		—		—		—
Farmland		—		—		—		157		—		—
Nonfarm nonresidential		574		465		43		8,535		6		—
Residential real estate:
Multi-family		4,195		4,195		57		4,258		47		—
1-4 Family		1,690		1,690		328		1,727		25		—
Consumer		—		—		—		20		—		—
Agriculture		—		—		—		—		—		—
Other		—		—		—		—		—		—
Subtotal		6,459		6,350		428		14,726		78		—
Total	$	40,031	$	31,776	$	428	$	63,645	$	306	$	73

Table Of Contents

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, 2016 and December 31, 2015:

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
March 31, 2016
Commercial
Rate reduction	$	—	$	68	$	68
Principal deferral		—		439		439
Commercial Real Estate:
Construction
Rate reduction		261		—		261
Farmland
Principal deferral		—		2,365		2,365
Nonfarm nonresidential
Rate reduction		5,593		—		5,593
Principal deferral		—		607		607
Residential Real Estate:
Multi-family
Rate reduction		6,577		—		6,577
1-4 Family
Rate reduction		2,436		—		2,436
Total TDRs	$	14,867	$	3,479	$	18,346

	TDRs Performing to Modified Terms		TDRs Not Performing to Modified Terms		Total TDRs
	(in thousands)
December 31, 2015
Commercial
Rate reduction	$	—	$	68	$	68
Principal deferral		—		439		439
Commercial Real Estate:
Construction
Rate reduction		262		—		262
Farmland
Principal deferral		—		2,365		2,365
Nonfarm nonresidential
Rate reduction		5,637		50		5,687
Principal deferral		—		622		622
Residential Real Estate:
Multi-family
Rate reduction		4,195		—		4,195
1-4 Family
Rate reduction		7,346		—		7,346
Total TDRs	$	17,440	$	3,544	$	20,984

At March 31, 2016 and December 31, 2015, 81% and 83%, respectively, of the Company’s TDRs were performing according to their modified terms. The Company allocated $215,000 and $179,000 in reserves to borrowers whose loan terms have been modified in TDRs as of March 31, 2016, and December 31, 2015, respectively. The Company has committed to lend no additional amounts as of March 31, 2016 and December 31, 2015 to borrowers with outstanding loans classified as TDRs.

Table Of Contents

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

No TDR loan modifications occurred during the three months ended March 31, 2016 or March 31, 2015. During the first three months of 2016 and 2015, 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.

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, 2016, and December 31, 2015:

	Nonaccrual				Loans Past Due 90 Days And Over Still Accruing
	March 31, 2016		December 31, 2015		March 31, 2016		December 31, 2015
	(in thousands)

Commercial	$	864	$	1,112	$	—	$	—
Commercial Real Estate:
Construction		—		—		—		—
Farmland		4,125		4,263		—		—
Nonfarm nonresidential		1,219		2,657		—		—
Residential Real Estate:
Multi-family		—		32		—		—
1-4 Family		4,827		5,851		—		—
Consumer		7		20		—		—
Agriculture		77		152		—		—
Other		—		—		—		—
Total	$	11,119	$	14,087	$	—	$	—

The following table presents the aging of the recorded investment in past due loans as of March 31, 2016 and December 31, 2015:

	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, 2016
Commercial	$	34	$	—	$	—	$	864	$	898
Commercial Real Estate:
Construction		128		—		—		—		128
Farmland		244		4		—		4,125		4,373
Nonfarm nonresidential		—		—		—		1,219		1,219
Residential Real Estate:
Multi-family		—		—		—		—		—
1-4 Family		1,412		12		—		4,827		6,251
Consumer		11		9		—		7		26
Agriculture		—		37		—		77		114
Other		—		—		—		—		—
Total	$	1,829	$	62	$	—	$	11,119	$	13,010

Table Of Contents

	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, 2015
Commercial	$	78	$	—	$	—	$	1,112	$	1,190
Commercial Real Estate:
Construction		—		—		—		—		—
Farmland		456		—		—		4,263		4,719
Nonfarm nonresidential		326		—		—		2,657		2,983
Residential Real Estate:
Multi-family		—		—		—		32		32
1-4 Family		2,225		241		—		5,851		8,317
Consumer		41		—		—		20		61
Agriculture		7		—		—		152		159
Other		—		—		—		—		—
Total	$	3,133	$	241	$	—	$	14,087	$	17,461

Credit Quality Indicators

We categorize all 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. Additionally, loans are analyzed regularly through our internal and external loan review processes. Borrower relationships in excess of $500,000 are routinely analyzed through our credit administration processes which classify the loans as to credit risk. 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.

Table Of Contents

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, 2016, and December 31, 2015, 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, 2016
Commercial	$	81,911	$	436	$	—	$	1,396	$	—	$	83,743
Commercial Real Estate:
Construction		29,027		5,604		—		—		—		34,631
Farmland		62,573		4,829		—		5,717		—		73,119
Nonfarm nonresidential		117,964		22,017		1,317		2,469		—		143,767
Residential Real Estate:
Multi-family		32,648		6,988		—		3,905		—		43,541
1-4 Family		172,540		14,432		66		10,945		—		197,983
Consumer		9,356		436		—		137		—		9,929
Agriculture		28,049		4,523		—		159		—		32,731
Other		383		—		—		—		—		383
Total	$	534,451	$	59,265	$	1,383	$	24,728	$	—	$	619,827

	Pass		Watch		Special Mention		Substandard		Doubtful		Total

	(in thousands)

December 31, 2015
Commercial	$	81,570	$	2,953	$	—	$	1,653	$	—	$	86,176
Commercial Real Estate:
Construction		27,603		5,289		—		262		—		33,154
Farmland		65,476		4,844		—		6,092		—		76,412
Nonfarm nonresidential		111,901		22,687		1,328		4,654		—		140,570
Residential Real Estate:
Multi-family		35,300		4,879		—		3,952		—		44,131
1-4 Family		164,490		17,636		67		19,285		—		201,478
Consumer		9,323		474		—		213		—		10,010
Agriculture		21,402		4,601		—		313		—		26,316
Other		419		—		—		—		—		419
Total	$	517,484	$	63,363	$	1,395	$	36,424	$	—	$	618,666

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. Costs incurred in order to perfect the lien prior to foreclosure may be capitalized if the fair value less the cost to sell exceeds the balance of the loan at the time of transfer to OREO. Examples of eligible costs to be capitalized are payments of delinquent property taxes to clear tax liens or payments to contractors and subcontractors to clear mechanics’ liens. 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 or have staff from our special assets group or in our centralized appraisal department evaluate the latest in-file appraisal in connection with the transfer to other real estate owned. We typically obtain updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent.

Table Of Contents

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

	March 31, 2016			December 31, 2015
	(in thousands)
Commercial Real Estate:
Construction, land development, and other land	$	12,507		$	12,749
Nonfarm nonresidential		5,802			6,967
Residential Real Estate:
1-4 Family		440			128
		18,749			19,844
Valuation allowance		(888	)		(630	)
	$	17,861		$	19,214

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
OREO Valuation Allowance Activity:
Beginning balance	$	630		$	1,066
Provision to allowance		500			300
Write-downs		(242	)		(874	)
Ending balance	$	888		$	492

Residential loans secured by 1-4 family residential properties in the process of foreclosure totaled $601,000 and $934,000 at March 31, 2016 and December 31, 2015, respectively.

Net activity relating to other real estate owned during the three months ended March 31, 2016 and 2015 is as follows:

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
OREO Activity
OREO as of January 1	$	19,214		$	46,197
Real estate acquired		441			347
Valuation adjustment write-downs		(500	)		(300	)
Net gain on sales		55			3
Proceeds from sales of properties		(1,349	)		(2,629	)
OREO as of March 31	$	17,861		$	43,618

OREO rental income totaled $256,000 and $357,000 for the three months ended March 31, 2016 and 2015 respectively.

Expenses related to other real estate owned include:

	For the Three Months Ended March 31,
	2016			2015
	(in thousands)
Net gain on sales	$	(55	)	$	(3	)
Provision to allowance		500			300
Operating expense		223			436
Total	$	668		$	733

Table Of Contents

Note 6 – Deposits

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

	March 31, 2016		December 31, 2015
	(in thousands)
Non-interest bearing	$	120,302	$	120,043
Interest checking		96,465		97,515
Money market		134,684		125,935
Savings		35,197		34,677
Certificates of deposit		478,965		499,827
Total	$	865,613	$	877,997

Time deposits of $250,000 or more were $28.1 million and $28.4 million at March 31, 2016 and December 31, 2015, respectively.

Scheduled maturities of all time deposits at March 31, 2016 were as follows (in thousands):

Year 1	$	359,138
Year 2		43,553
Year 3		12,751
Year 4		35,860
Year 5		27,663
	$	478,965

Note 7 – Advances from the Federal Home Loan Bank

Advances from the Federal Home Loan Bank were as follows:

	March 31,		December 31,
	2016		2015
	(in thousands)
Monthly amortizing advances with fixed rates from 0.00% to 5.25% and maturities ranging from 2017 through 2033, averaging 2.58% at March 31, 2016 and 2.65% at December 31, 2015	$	2,932	$	3,081

Each advance is payable based upon the terms of agreement, with a prepayment penalty. New advances are limited to a one year maturity or less. No prepayment penalties were incurred during 2016 or 2015. The advances are collateralized by first mortgage loans. The borrowing capacity is based on the market value of the underlying pledged loans. At March 31, 2016, our additional borrowing capacity with the FHLB was $28.6 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.

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.

Table Of Contents

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 participants to determine the likely marketing time and value range for the property. The second stage involves an assessment of current trends in the regional market. After thorough consideration of these factors, management will either internally evaluate fair value or order a new appraisal.

Other Real Estate Owned (OREO): OREO is evaluated at the time of acquisition and recorded at fair value as determined by independent appraisal or internal evaluation less cost to sell. Our quarterly 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.

For larger dollar commercial real estate properties, we obtain a new appraisal of the subject property or have staff in our special assets group or centralized appraisal department evaluate the latest in-file appraisal 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 generally obtain updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent.

Table Of Contents

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, 2016 and December 31, 2015 are summarized below:

			Fair Value Measurements at March 31, 2016 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Available for sale securities
U.S. Government and federal agency	$	34,736	$	—	$	34,736	$	—
Agency mortgage-backed: residential		101,362		—		101,362		—
State and municipal		3,337		—		3,337		—
Corporate bonds		2,090		—		2,090		—
Total	$	141,525	$	—	$	141,525	$	—

			Fair Value Measurements at December 31, 2015 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	$	33,262	$	—	$	33,262	$	—
Agency mortgage-backed: residential		102,662		—		102,662		—
State and municipal		6,861		—		6,861		—
Corporate bonds		2,193		—		2,193		—
Total	$	144,978	$	—	$	144,978	$	—

There were no transfers between Level 1 and Level 2 during 2016 or 2015.

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, 2016 and 2015:

	Other Debt Securities
	2016		2015
	(in thousands)
Balances of recurring Level 3 assets at January 1	$	—	$	658
Total gain (loss) for the period:
Included in other comprehensive income (loss)		—		7
Balance of recurring Level 3 assets at March 31	$	—	$	665

At March 31, 2015, our other debt security valuation was determined internally by calculating discounted cash flows using the security’s coupon rate of 6.5% and an estimated current market rate of 8.0% based upon the current yield curve plus spreads that adjust for volatility, credit risk, and optionality. We also considered the issuer’s publicly filed financial information as well as assumptions regarding the likelihood of deferrals and defaults. This security was sold during 2015.

Table Of Contents

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

			Fair Value Measurements at March 31, 2016 Using
			(in thousands)
Description	Carrying Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans:
Commercial	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—
Farmland		—		—		—		—
Nonfarm nonresidential		91		—		—		91
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		1,301		—		—		1,301
Consumer		—		—		—		—
Other		—		—		—		—
Other real estate owned, net:
Commercial real estate:
Construction		11,914		—		—		11,914
Farmland		—		—		—		—
Nonfarm nonresidential		5,528		—		—		5,528
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		419		—		—		419

			Fair Value Measurements at December 31, 2015 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	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—
Farmland		—		—		—		—
Nonfarm nonresidential		139		—		—		139
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		1,362		—		—		1,362
Consumer		—		—		—		—
Other		—		—		—		—
Other real estate owned, net:
Commercial real estate:
Construction		12,344		—		—		12,344
Farmland		—		—		—		—
Nonfarm nonresidential		6,746		—		—		6,746
Residential real estate:
Multi-family		—		—		—		—
1-4 Family		124		—		—		124

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $1.8 million at March 31, 2016 with a valuation allowance of $383,000, resulting in an additional provision for loan losses of $46,000 for the three months ended March 31, 2016. Impaired loans had a carrying amount of $1.9 million with a valuation allowance of $131,000, and no additional provision for the three months ended March 31, 2015. At December 31, 2015, impaired loans had a carrying amount of $1.8 million, with a valuation allowance of $337,000.

OREO, which is measured at the lower of carrying or fair value less estimated costs to sell, had a net carrying amount of $17.9 million as of March 31, 2016, compared with $43.6 million at March 31, 2015 and $19.2 million at December 31, 2015. Fair value write-downs of $500,000 and $300,000 were recorded on OREO for the three months ended March 31, 2016 and 2015, respectively.

Table Of Contents

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, 2016:

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

Impaired loans – Residential real estate	$	1,301	Sales comparison approach	Adjustment for differences between the comparable sales	1%	-	16%	(7%)

Other real estate owned – Commercial real estate	$	17,442	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	30%	(12%)

			Income approach	Discount or capitalization rate	10%	-	20%	(17%)

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, 2015:

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

Impaired loans – Residential real estate	$	1,362	Sales comparison approach	Adjustment for differences between the comparable sales	1%	-	16%	(7%)

Other real estate owned – Commercial real estate	$	19,090	Sales comparison approach	Adjustment for differences between the comparable sales	0%	-	30%	(12%)

			Income approach	Discount or capitalization rate	10%	-	20%	(17%)

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

			Fair Value Measurements at March 31, 2016 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	80,306	$	67,398	$	12,908	$	—	$	80,306
Securities available for sale		141,525		—		141,525		—		141,525
Securities held to maturity		42,011		—		44,683		—		44,683
Federal Home Loan Bank stock		7,323		N/A		N/A		N/A		N/A
Loans held for sale		113		—		113		—		113
Loans, net		608,487		—		—		615,391		615,391
Accrued interest receivable		3,034		—		1,030		2,004		3,034
Financial liabilities
Deposits	$	865,613	$	120,302	$	734,190	$	—	$	854,492
Federal Home Loan Bank advances		2,932		—		2,980		—		2,980
Subordinated capital notes		3,825		—		—		3,726		3,726
Junior subordinated debentures		21,000		—		—		12,713		12,713
Accrued interest payable		2,936		—		385		2,551		2,936

Table Of Contents

			Fair Value Measurements at December 31, 2015 Using
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
Financial assets
Cash and cash equivalents	$	93,335	$	79,498	$	13,837	$	—	$	93,335
Securities available for sale		144,978		—		144,978		—		144,978
Securities held to maturity		42,075		—		44,253		—		44,253
Federal Home Loan Bank stock		7,323		N/A		N/A		N/A		N/A
Loans held for sale		186		—		186		—		186
Loans, net		606,625		—		—		614,162		614,162
Accrued interest receivable		3,116		—		1,111		2,005		3,116
Financial liabilities
Deposits	$	877,997	$	120,043	$	739,152	$	—	$	859,195
Federal Home Loan Bank advances		3,081		—		3,076		—		3,076
Subordinated capital notes		4,050		—		—		3,933		3,933
Junior subordinated debentures		21,000		—		—		12,810		12,810
Accrued interest payable		2,805		—		422		2,383		2,805

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) Loans Held for Sale

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

(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) 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.

(g) 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.

Table Of Contents

Note 9 – Income Taxes

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

	March 31,			December 31,
	2016			2015
	(in thousands)
Deferred tax assets:
Net operating loss carry-forward	$	38,469		$	38,085
Allowance for loan losses		3,969			4,214
Other real estate owned write-down		6,991			7,619
Alternative minimum tax credit carry-forward		692			692
Net assets from acquisitions		671			671
Net unrealized loss on securities		—			166
New market tax credit carry-forward		208			208
Nonaccrual loan interest		525			549
Other		1,958			1,875
		53,483			54,079

Deferred tax liabilities:
FHLB stock dividends		928			928
Fixed assets		207			176
Net unrealized gain on securities		197			—
Other		854			865
		2,186			1,969
Net deferred tax assets before valuation allowance		51,297			52,110
Valuation allowance		(51,297	)		(52,110	)
Net deferred tax asset	$	—		$	—

Our estimate of our ability to realize the deferred tax asset depends on our estimate of projected future levels of taxable income. In analyzing future taxable income levels, we considered all evidence currently available, both positive and negative. Based on our analysis, we established a valuation allowance for all deferred tax assets as of December 31, 2011. The valuation allowance remains in effect as of March 31, 2016.

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, 2016 or March 31, 2015 related to unrecognized tax benefits.

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

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

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

Table Of Contents

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 2012.

Note 10 – Stock Plans and Stock Based Compensation

The Company has two stock incentive plans. The Porter Bancorp, Inc. 2006 Stock Incentive Plan (“2006 Employee Plan”) permits the issuance of up to 1,563,050 common shares upon the grant of stock awards. As of March 31, 2016, the Company had issued and outstanding 917,541 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 had 307,156 shares remaining available for issue under the 2006 Employee Plan when it expired by its terms on February 23, 2013, the tenth anniversary of its adoption.

The Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan (“2006 Director Plan”) permits the issuance of up to 700,000 shares of the Company’s voting common stock upon the grant of stock awards. The 2006 Director Plan awards restricted shares having a fair market value of $25,000 annually to each non-employee director. 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 during 2016, the Company has not issued any shares to non-employee directors. At March 31, 2016, 185,774 shares remained available for issuance under this plan.

The Board of Directors is submitting a proposal to adopt a new 2016 Omnibus Equity Compensation Plan for shareholder approval at the Company’s 2016 annual meeting on May 25, 2016. For administrative convenience, the proposal would authorize a single stock-based incentive plan authorizing a total of 489,366 shares for future equity awards to both employees and directors of the Company and the Bank. This number represents the combined number of shares previously authorized by shareholders and available for issuance under the two 2006 Plans. If the 2016 Plan is approved, the 2006 Director Plan would be terminated.

On December 4, 2014, the U.S. Treasury sold our Series A preferred shares at a discount to face amount. As a result, restricted shares previously granted to senior executives became subject to permanent transfer restrictions. On March 25, 2015, the Compensation Committee modified the equity compensation arrangements with our four named executive officers to restore the incentive that was intended by including equity grants in their employment agreements. The Compensation Committee and our four named executive officers mutually agreed to terminate 538,479 restricted shares that were subject to permanent restrictions on transfer. We then awarded 800,000 new service-based restricted shares to those executive officers. The new awards are accounted for as a modification and vest over four years, with one-third of the shares vesting on each of the second, third and fourth anniversaries of the date of grant. The modification resulted in incremental compensation expense of approximately $233,000, which is being amortized in accordance with the vesting schedule.

The Company recorded $73,000 and $49,000 of stock-based compensation during the first three months of 2016 and 2015, respectively, to salaries and employee benefits. 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					Twelve Months Ended
	March 31, 2016					December 31, 2015
				Weighted					Weighted
				Average					Average
				Grant					Grant
	Shares			Price		Shares			Price
Outstanding, beginning		922,419		$	0.96		770,440		$	1.33
Granted		—			—		800,000			0.89
Vested		(1,522	)		21.87		(165,185	)		1.50
Terminated		—			—		(450,994	)		1.25
Forfeited		(3,356	)		1.35		(31,842	)		1.13
Outstanding, ending		917,541		$	0.93		922,419		$	0.96

Table Of Contents

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				Twelve Months Ended
	March 31, 2016				December 31, 2015
			Weighted					Weighted
			Average					Average
			Grant					Grant
	Shares		Price		Shares			Price
Outstanding, beginning		—	$	—		5,052		$	1.65
Granted		—		—		115,740			1.08
Vested		—		—		(120,792	)		1.10
Forfeited		—		—		—			—
Outstanding, ending		—	$	—		—		$	—

Unrecognized stock based compensation expense related to unvested shares for the remainder of 2016 and beyond is estimated as follows (in thousands):

April 2016 – December 2016	$	175
2017		156
2018		149
2019 & 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,
	2016		2015
	(in thousands, except share and per share data)

Net income	$	1,480	$	594
Less:
Earnings allocated to unvested shares		51		21
Earnings attributable to participating preferred shares		—		164
Net income attributable to common shareholders, basic and diluted	$	1,429	$	409

Basic
Weighted average common shares including unvested common shares outstanding		26,945,307		25,419,523
Less:
Weighted average unvested common shares		919,980		918,393
Weighted average Series B preferred shares		—		2,702,400
Weighted average Series D preferred shares		—		4,305,333
Weighted average common shares outstanding		26,025,327		17,493,397
Basic income per common share	$	0.05	$	0.02

Diluted
Add: Dilutive effects of assumed exercises of common stock warrants		—		—
Weighted average common shares and potential common shares		26,025,327		17,493,397
Diluted income per common share	$	0.05	$	0.02

Table Of Contents

The Company had no outstanding stock options at March 31, 2016 or 2015. 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, 2016 and 2015 but was not included in the diluted EPS computation as inclusion would have been anti-dilutive. Additionally, warrants for the purchase of 650,544 shares of non-voting common stock at an exercise price of $10.95 per share were outstanding at March 31, 2015, but were not included in the diluted EPS computation as inclusion would have been anti-dilutive. The 650,544 warrants outstanding as of March 31, 2015 expired in September 2015.

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.

The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. Banks (Basel III rules) became effective for the Company and Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The final rules allowed banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and the Bank opted out of this requirement.

In its Consent Order with the FDIC and the KDFI, the Bank has agreed to maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. The Consent Order is described in greater detail in Note 2 – “Going Concern and Future Plans”. As of December 31, 2015, the Bank’s Tier 1 leverage ratio and total risk based capital ratio were both less than the minimum capital ratios required by the Consent Order. The Bank cannot be considered well-capitalized while subject to the Consent Order. 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. In 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.

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

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
As of March 31, 2016:
Total risk-based capital (to risk-weighted assets)
Consolidated	$	69,981		10.46	%	$	53,537		8.00	%
Bank		71,108		10.64			53,479		8.00
Total common equity Tier I risk-based capital (to risk-weighted assets)
Consolidated		34,883		5.21			30,114		4.50
Bank		59,790		8.94			30,082		4.50
Tier I capital (to risk-weighted assets)
Consolidated		47,068		7.03			40,152		6.00
Bank		59,790		8.94			40,109		6.00
Tier I capital (to average assets)
Consolidated		47,068		5.03			37,434		4.00
Bank		59,790		6.39			37,406		4.00

Table Of Contents

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
As of December 31, 2015:
Total risk-based capital (to risk-weighted assets)
Consolidated	$	68,530		10.46	%	$	52,436		8.00	%
Bank		69,250		10.58			52,347		8.00
Total common equity Tier 1risk-based capital (to risk weighted assets)
Consolidated	$	33,368		5.09	%	$	29,495		4.50	%
Bank		57,873		8.84			29,445		4.50
Tier I capital (to risk-weighted assets)
Consolidated		45,174		6.89			39,327		6.00
Bank		57,873		8.84			39,260		6.00
Tier I capital (to average assets)
Consolidated		45,174		4.74			38,131		4.00
Bank		57,873		6.08			38,085		4.00

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

	Actual as of March 31, 2016					Ratio Required by Consent Order
	Amount		Ratio			Amount		Ratio

Total capital to risk-weighted assets	$	71,108		10.64	%	$	80,218		12.00	%
Tier I capital to average assets		59,790		6.39			84,164		9.00

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. The Bank has agreed with its primary regulators to obtain their written consent prior to declaring or paying any future dividends. As a practical matter, the Bank cannot pay dividends to the Company until the Consent Order is satisfied.

Note 13 – Contingencies

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 $2.2 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 disclose legal matters when we believe liability is reasonably possible and 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 the 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 the 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 the 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 the Bank. After plaintiffs declined to exercise their right of first refusal, the 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 the Bank.

Table Of Contents

After conferring with its legal advisors, the Bank believes the findings and damages are excessive and contrary to law, and that it has meritorious grounds on which it has moved to appeal. The Bank’s Notice of Appeal was filed on October 25, 2013. After a number of procedural issues were resolved, the Bank filed its appellate brief on September 30, 2014. Appellee’s brief was filed on December 1, 2014. The Appellate Court heard oral arguments on November 16, 2015. We await the Appellate Court’s ruling. We will continue to defend this matter vigorously.

In accordance with the guidance provided in ASC 450-20-25, and after consultation with its legal counsel engaged for the appeal of the verdict, the Company concluded that it was not probable the full amount of the compensatory damages awarded by the jury would be overturned. Therefore, a liability was accrued for the full $1.5 million of compensatory damages awarded, plus statutory interest. After conferring with its legal counsel for the appeal, the Company concluded that the jury verdict for punitive damages was contrary to law, unsupported, excessive, and otherwise inappropriate. Based on this advice, the Company concluded it was probable that the verdict amount for $5.5 million in punitive damages would be overturned by the appeals court, and therefore it was not probable that the $5.5 million in punitive damages would become an actual liability. The ultimate outcome of this self-insured matter could have a material adverse effect on our financial condition, results of operations or cash flows.

AIT Laboratories Employee Stock Ownership Plan. On August 29, 2014, the United States Department of Labor (“DOL”) filed a lawsuit against the Bank and Michael A. Evans in the U.S. District Court for the Southern District of Indiana. Thomas E. Perez, Secretary of the United States Department of Labor v. PBI Bank, Inc. and Michael A. Evans (Case No. 1:14-CV-01429-SEB-MJD). The complaint alleges that in 2009, the Bank, in the capacity of trustee for the AIT Laboratories Employee Stock Ownership Plan, authorized the alleged imprudent and disloyal purchase of the stock of AIT Holdings, Inc. in 2009 for $90 million, a price allegedly far in excess of the stock’s fair market value. The Bank's responsive pleading was filed on November 4, 2014, disputing the material factual allegations that have been made by the DOL. A settlement conference was held November 19, 2015, at which the parties agreed to the terms of a settlement subject to final documentation. The settlement of this litigation is not expected to materially exceed amounts accrued or to have a material adverse effect on the Company’s financial condition or results of operation.

United States Department of Justice Investigation. On October 17, 2014, the United States Department of Justice (the “DOJ”) notified the Bank that the Bank was the subject of an investigation into possible violations of federal laws, including, among other things, possible violations related to false bank entries, bank fraud and securities fraud. The investigation concerns allegations that Bank personnel engaged in practices intended to delay or avoid disclosure of the Bank’s asset quality at the time of and following the United States Treasury’s purchase of Preferred Shares from the Company in November 2008. The Bank will respond to and cooperate with any requests for information from DOJ. At this time the investigation is ongoing, and DOJ has made no determination whether to pursue any action in the matter.

Note 14 – Subsequent Events

On April 15, 2016, the Company completed a private placement of common stock to accredited investors. In the transaction, the Company issued 2.9 million common shares and 1.1 million non-voting common shares resulting in total proceeds of $5.0 million. Approximately $2.8 million of the proceeds were directed by investors to make interest payments and bring current the Company’s trust preferred securities which had been in deferral since 2011. The balance of the proceeds will be used for general corporate purposes and to support the Bank.

Among the accredited investors participating in the transaction were John T. Taylor, our CEO, and Directors Bradford T. Ray and James M. Parsons. After the transaction, the Company had issued and outstanding 22,986,177 common shares and 7,958,000 non-voting common shares.

Table Of Contents

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 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 other real estate owned ("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 shares and pay interest on the junior subordinated debentures that relate to our trust preferred securities is currently restricted. Our inability to resume paying interest on our trust preferred securities could adversely affect our common and preferred shareholders.

●

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, 2015 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, forward looking statements relying upon such assumptions or bases almost always vary from actual results, and the differences between those statements and actual results can be material. The forward-looking statements included in this report speak only as of the date of the report. We have no duty, and do not intend to, update these statements unless applicable laws require us to do so.

Overview

Porter Bancorp, Inc. (the “Company”) is a bank holding company headquartered in Louisville, Kentucky. Our wholly owned subsidiary PBI Bank (“the Bank”) is the tenth largest bank domiciled in the Commonwealth of Kentucky based on total assets. We operate banking offices in twelve counties in Kentucky. Our markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt. 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. As of March 31, 2016, we had total assets of $938.2 million, total loans of $619.8 million, total deposits of $865.6 million and stockholders’ equity of $34.6 million.

The Company reported net income of $1.5 million for the three months ended March 31, 2016, compared with $594,000 for the first quarter of 2015. After deductions for earnings allocated to participating securities, net income attributable to common shareholders was $1.4 million for the three months ended March 31, 2016, compared with $409,000 for the three months ended March 31, 2015. Basic and diluted net income per common share were $0.05 for the three months ended March 31, 2016 compared with $0.02 for the three months ended March 31, 2015.

Table Of Contents

We note the following significant items during the three months ended March 31, 2016:

●

We recorded negative provision for loan losses expense of $550,000 in the first quarter of 2016, compared to no provision for loan losses expense in the first quarter of 2015, because of declining historical loss rates, improvements in asset quality, and management’s assessment of risk in the loan portfolio. Net loan charge-offs were $151,000 for the first quarter of 2016, compared to $767,000 for the first quarter of 2015. In the following paragraphs we discuss our improving trends in non-performing loans, past due loans, and loan risk categories during the period, the factors that led to the negative provision expense.

●

Non-performing loans decreased $3.0 million to $11.1 million at March 31, 2016, compared with $14.1 million at December 31, 2015. The decrease in non-performing loans was primarily due to $2.7 million in paydowns, as well as a decrease in loans moved to nonaccrual during the quarter compared to the previous quarter.

●

Loans past due 30-59 days decreased from $3.1 million at December 31, 2015 to $1.8 million at March 31, 2016, and loans past due 60-89 days decreased from $241,000 at December 31, 2015 to $62,000 at March 31, 2016. Total loans past due and nonaccrual loans decreased to $13.0 million at March 31, 2016, from $17.5 million at December 31, 2015.

●

All loan risk categories (other than pass loans) have decreased since December 31, 2015. Pass loans represent 86.2% of the portfolio at March 31, 2016, compared to 83.6% at December 31, 2015. During the three months ended March 31, 2016, the pass category increased approximately $17.0 million, the watch category declined approximately $4.1 million, the special mention category declined approximately $12,000, and the substandard category declined approximately $11.7 million. The $11.7 million decrease in loans classified as substandard was primarily driven by $5.8 million in principal payments received and $6.3 million in loans upgraded from substandard during the three months ended March 31, 2016.

●

Foreclosed properties were $17.9 million at March 31, 2016, compared with $19.2 million at December 31, 2015, and $43.6 million at March 31, 2015. During the first three months of 2016, the Company acquired $441,000 and sold $1.3 million of OREO. We incurred OREO losses totaling $445,000 in the first quarter of 2016 compared to $297,000 in the first quarter of 2015, reflecting gains and losses on sales and fair value write-downs for reductions in listing prices for certain properties and updated appraisals.

●

Our ratio of non-performing assets to total assets decreased to 3.09% at March 31, 2016, compared with 3.51% at December 31, 2015, and 7.94% at March 31, 2015.

●

Net interest margin increased 32 basis points to 3.53% in the first three months of 2016 compared with 3.21% in the first three months of 2015. The increase in margin between periods was due to an increase in the yield on earning assets from 4.03% for the first three months of 2015 to 4.23% for the first three months of 2016, coupled with a decrease in the cost of interest bearing liabilities from 0.91% in the first quarter of 2015 to 0.79% in the first quarter of 2016.

●

Average loans receivable declined approximately $22.9 million or 3.6% to 620.1 million for the quarter ended March 31, 2016, compared with $643.0 million for the first quarter of 2015. This resulted in an in interest revenue volume decline of approximately $282,000 which was offset by interest recoveries and rate improvements aggregating $409,000 for the quarter ended March 31, 2016, compared with the first quarter of 2015. The decrease in the cost of interest bearing liabilities was primarily driven by the continued repricing of certificates of deposit at lower rates and the declining volume of certificates of deposit.

●

Non-interest income decreased $1.3 million to $1.4 million for the first quarter of 2016, compared with $2.7 million for the first quarter of 2015. The decrease was driven primarily by gains on the sales of securities totaling $203,000 in the first quarter of 2016, compared to $1.5 million in the first quarter of 2015. Non-interest expense decreased $1.3 million to $8.1 million for the first quarter of 2016 compared with $9.4 million for the first quarter of 2015, primarily due to professional fees totaling $385,000 in the first quarter of 2016, compared to $979,000 in the first quarter of 2015 as well as lower loan collection expenses.

●

Deposits decreased 1.4% to $865.6 million at March 31, 2016, compared with $878.0 million at December 31, 2015. Certificate of deposit balances decreased $20.9 million during the first three months of 2016 to $479.0 million at March 31, 2016, from $499.8 million at December 31, 2015. Money market deposits increased 6.9% at March 31, 2016 compared with December 31, 2015.

Table Of Contents

Going Concern Considerations and Future Plans

As described in Note 2 – “Going Concern Considerations and Future Plans,” our 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.

For the three months ended March 31, 2016, we reported net income of $1.5 million compared with net loss of $3.2 million and $11.2 million for the years ended December 31, 2015 and 2014, respectively. Our financial performance has been negatively impacted by the Bank’s elevated level of non-performing assets, although the impact has diminished as we have substantially reduced our non-performing assets during recent periods. Non-performing loans were 1.79%, 2.28%, and 7.57% of total loans at March 31, 2016, December 31, 2015, and December 31, 2014, respectively. Non-performing assets were 3.09%, 3.51%, and 9.19% of total assets at March 31, 2016, December 31, 2015, and December 31, 2014, respectively. See “Analysis of Financial Condition,” below.

In the fourth quarter of 2011 we began deferring interest payable on the junior subordinated debentures held by our trust subsidiaries, requiring our trust subsidiaries to defer distributions on our trust preferred securities held by investors. On April 15, 2016, we completed the private placement of 2.9 million common shares and 1.1 million non-voting common shares to accredited investors resulting in total proceeds of $5.0 million. The investors in the private placement directed a portion of proceeds to pay all deferred interest payments, bringing our interest payments current through the second quarter of 2016. The remaining proceeds totaled approximately $2.2 million and will be used for general corporate purposes and to support the Bank.

●

Continuing to increase capital through the issuance of senior debt, subordinated debt, and equity securities.

●

Continuing to operate the Company and Bank in a safe and sound manner. We have reduced our lending concentrations and the size of our balance sheet while continuing to remediate non-performing loans.

●

Executing on the sale of OREO and reinvestment in quality income producing assets.

●

The Consent Order requires the Bank to obtain the written consent of both agencies before declaring or paying any future dividends to the Company, which are its principal source of revenue. Since the Bank is unlikely to be in a position to pay dividends to the Company until the Consent Order is satisfied, cash inflows for the Company are limited to the issuance of new debt or the issuance of capital securities. The Company’s liquid assets were $764,000 at March 31, 2016 and were increased by approximately $2.2 million after the sale of common shares and non-voting common shares on April 15, 2016. Ongoing operating expenses of the Company are forecast at approximately $1.0 million for the next twelve months.

Our consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

Application of Critical Accounting Policies

We continually review our accounting policies and financial information disclosures. Our more significant accounting policies that require the use of estimates and judgments in preparing the financial statements are summarized in “Application of Critical Accounting Policies” in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation of our Annual Report on Form 10-K for the calendar year ended December 31, 2015. Management has discussed the development, selection, and application of our critical accounting policies with our Audit Committee. During the first three months of 2016, there were no material changes in the critical accounting policies and assumptions.

Table Of Contents

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, 2016, compared with the same period of 2015:

	For the Three Months					Change from
	Ended March 31,					Prior Period
	2016			2015		Amount			Percent
	(dollars in thousands)

Gross interest income	$	9,185		$	9,203	$	(18	)		(0.2	)%
Gross interest expense		1,534			1,913		(379	)		(19.8	)
Net interest income		7,651			7,290		361			5.0
Provision (negative provision) for loan losses		(550	)		—		(550	)		100.0
Non-interest income		1,391			2,696		(1,305	)		(48.4	)
Non-interest expense		8,091			9,392		(1,301	)		(13.9	)
Net income before taxes		1,501			594		907			152.7
Income tax expense		21			—		21			100.0
Net income		1,480			594		886			149.2

Net income for the three months ended March 31, 2016 totaled $1.5 million, compared with $594,000 for the comparable period of 2015. Net interest income increased $361,000 from the 2015 first quarter as a result of a decrease in earning assets, offset by an increase in net interest margin. Net interest margin increased 32 basis points to 3.53% in the first three months of 2016 compared with 3.21% in the first three months of 2015. The increase in margin between periods was due to an increase in the yield on earning assets from 4.03% for the first three months of 2015 to 4.23% for the first three months of 2016, coupled with a decrease in the cost of interest bearing liabilities from 0.91% in the first quarter of 2015 to 0.79% in the first quarter of 2016. Average earning assets decreased from $936.0 million for the first quarter of 2015 to $881.6 for the first quarter of 2016. Non-interest income decreased by $1.3 million to $1.4 million from $2.7 million in the first quarter of 2015 primarily due to a decrease in gains on sales of securities of $1.3 million. Non-interest expense decreased from $9.4 million in the first quarter of 2015 to $8.1 million in the first quarter of 2016 primarily due to decreased professional fees of $594,000, a $201,000 decline in loan collection expenses, and a decline in other expenses.

Net Interest Income – Our net interest income was $7.7 million for the three months ended March 31, 2016, an increase of $361,000, or 5.0%, compared with $7.3 million for the same period in 2015. Net interest spread and margin were 3.44% and 3.53%, respectively, for the first quarter of 2016, compared with 3.12% and 3.21%, respectively, for the first quarter of 2015. Net average non-accrual loans were $13.1 million and $43.6 million for the first quarters of 2016 and 2015, respectively.

Average loans receivable declined approximately $22.9 million for the first quarter of 2016 compared with the first quarter of 2015. This resulted in an in interest revenue volume decline of approximately $282,000 which was offset by interest recoveries and rate improvements aggregating $409,000 for the quarter ended March 31, 2016 compared with the prior year period. Interest foregone on non-accrual loans totaled $215,000 in the first quarter of 2016, compared with $240,000 in the fourth quarter of 2015, and $601,000 in the first quarter of 2015.

Net interest margin increased 32 basis points from our margin of 3.21% in the prior year first quarter to 3.53% for the first quarter of 2016. The yield on earning assets increased 20 basis points and rates paid on interest-bearing liabilities declined 12 basis points from the first quarter of 2015. The reduction in the cost of interest bearing liabilities was primarily driven by declines in the average rates paid on and volume declines in certificates of deposit between periods.

Table Of Contents

Average Balance Sheets

The following table presents the average balance sheets for the three month periods ended March 31, 2016 and 2015, 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,
	2016								2015
	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)	$	620,077		$	7,882		5.11	%	$	642,959		$	7,755		4.89	%
Securities
Taxable		161,459			989		2.46			178,723			1,126		2.56
Tax-exempt (3)		22,052			164		4.60			26,756			203		4.73
FHLB stock		7,323			74		4.06			7,323			74		4.10
Federal funds sold and other		70,724			76		0.43			80,276			45		0.23
Total interest-earning assets		881,635			9,185		4.23	%		936,037			9,203		4.03	%
Less: Allowance for loan losses		(12,033	)							(19,264	)
Non-interest earning assets		67,776								94,788
Total assets	$	937,378							$	1,011,561

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Certificates of deposit and other time deposits	$	488,523		$	1,069		0.88	%	$	588,907		$	1,496		1.03	%
NOW and money market deposits		228,226			223		0.39			194,129			176		0.37
Savings accounts		34,656			16		0.19			36,456			20		0.22
Repurchase agreements		—			—		—			1,029			—		—
FHLB advances		2,985			19		2.56			3,954			27		2.77
Junior subordinated debentures		25,048			207		3.32			29,948			194		2.63
Total interest-bearing liabilities		779,438			1,534		0.79	%		854,423			1,913		0.91	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		113,720								112,206
Other liabilities		10,674								10,961
Total liabilities		903,832								977,590
Stockholders’ equity		33,546								33,971
Total liabilities and stockholders’ equity	$	937,378							$	1,011,561

Net interest income				$	7,651							$	7,290

Net interest spread							3.44	%							3.12	%

Net interest margin							3.53	%							3.21	%

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

(2)	Calculations include non-accruing loans averaging $13.1 million and $43.6 million, respectively, in average loan amounts outstanding.

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

Table Of Contents

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each 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, 2016 vs. 2015
	Increase (decrease) due to change in						Net
	Rate			Volume			Change
	(in thousands)
Interest-earning assets:
Loan receivables	$	409		$	(282	)	$	127
Securities		(37	)		(139	)		(176	)
FHLB stock		—			—			—
Federal funds sold and other		37			(6	)		31
Total increase (decrease) in interest income		409			(427	)		(18	)

Interest-bearing liabilities:
Certificates of deposit and other time deposits		(191	)		(236	)		(427	)
NOW and money market accounts		15			32			47
Savings accounts		(3	)		(1	)		(4	)
Federal funds purchased and repurchased agreements		—			—			—
FHLB advances		(2	)		(6	)		(8	)
Junior subordinated debentures		48			(35	)		13
Total decrease in interest expense		(133	)		(246	)		(379	)
Increase (decrease) in net interest income	$	542		$	(181	)	$	361

Non-Interest Income – The following table presents the major categories of non-interest income for the three months ended March 31, 2016 and 2015:

	For the Three Months
	Ended March 31,
	2016		2015
	(in thousands)

Service charges on deposit accounts	$	429	$	409
Bank card interchange fees		202		203
Other real estate owned rental income		256		357
Net gain on sales of securities		203		1,497
Other		301		230
Total non-interest income	$	1,391	$	2,696

Non-interest income for the first quarter of 2016 decreased by $1.3 million, or 48.4%, compared with the first quarter of 2015. The decrease in non-interest income was primarily driven by gains on sales of securities totaling $203,000 in the first quarter of 2016, compared to $1.5 million in the first quarter of 2015, and decreased OREO income totaling $256,000 in the first quarter of 2016 compared to $357,000 in the first quarter of 2015.

Table Of Contents

Non-interest Expense – The following table presents the major categories of non-interest expense for the three months ended March 31, 2016 and 2015:

	For the Three Months
	Ended March 31,
	2016		2015
	(in thousands)

Salary and employee benefits	$	3,822	$	3,847
Occupancy and equipment		854		870
Professional fees		385		979
FDIC insurance		523		570
Data processing expense		297		304
State franchise and deposit tax		255		285
Other real estate owned expense		668		733
Loan collection expense		82		283
Other		1,205		1,521
Total non-interest expense	$	8,091	$	9,392

Non-interest expense for the first quarter ended March 31, 2016 decreased $1.3 million, or 13.9%, compared with the first quarter of 2015. This decrease from the first quarter of 2015 was primarily due to a decrease in professional fees of $594,000 as well as a decreases in loan collection expenses.

Income Tax Expense

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

	For the Three Months
	Ended March 21,
	2016			2015
	(in thousands)

Federal statutory rate times financial statement income	$	525		$	208
Effect of:
Valuation allowance		(450	)		(294	)
Tax-exempt income		(56	)		(70	)
Non-taxable life insurance income		(33	)		(24	)
Other, net		35			180
Total	$	21		$	—

Analysis of Financial Condition

Total assets decreased $10.6 million, or 1.1%, to $938.2 million at March 31, 2016, from $948.7 million at December 31, 2015. This decrease was primarily attributable to a decrease in cash and cash equivalents of $13.0 million, a decrease in securities available for sale of $3.5 million, and a decrease in OREO of $1.4 million, offset by an increase in bank owned life insurance of $5.1 million and an increase of $1.9 million in net loans receivable.

Loans Receivable – Loans receivable increased $1.2 million, or 0.2%, during the three months ended March 31, 2016 to $619.8 million. Loans were relatively flat over the period as new loan funding slightly outpaced paydowns.

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 nonfarm nonresidential commercial real estate below). Those loans totaled $62.1 million at March 31, 2016 and $59.1 million at December 31, 2015.

Table Of Contents

	As of March 31,					As of December 31,
	2016					2015
	Amount		Percent			Amount		Percent
			(dollars in thousands)

Commercial	$	83,743		13.52	%	$	86,176		13.93	%
Commercial Real Estate
Construction		34,631		5.59			33,154		5.36
Farmland		73,119		11.80			76,412		12.35
Nonfarm nonresidential		143,767		23.19			140,570		22.72
Residential Real Estate
Multi-family		43,541		7.02			44,131		7.13
1-4 Family		197,983		31.94			201,478		32.57
Consumer		9,929		1.60			10,010		1.62
Agriculture		32,731		5.28			26,316		4.25
Other		383		0.06			419		0.07
Total loans	$	619,827		100.00	%	$	618,666		100.0	%

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

	March 31, 2016					December 31, 2015
	Loans		% to Total			Loans		% to Total
	(dollars in thousands)

Pass	$	534,451		86.2	%	$	517,484		83.7	%
Watch		59,265		9.6			63,363		10.2
Special Mention		1,383		0.2			1,395		0.2
Substandard		24,728		4.0			36,424		5.9
Doubtful		—		—			—		—
Total	$	619,827		100.0	%	$	618,666		100.0	%

Our loans receivable have increased $1.2 million, or 0.2%, during the three months ended March 31, 2016. All loan risk categories have decreased since December 31, 2015, with the exception of pass loans. The pass category increased approximately $17.0 million, the watch category decreased approximately $4.1 million, the special mention category declined approximately $12,000, and the substandard category declined approximately $11.7 million. The $11.7 million decrease in loans classified as substandard was primarily driven by $6.3 million in loans upgraded from substandard, $5.8 million in principal payments received, $441,000 in migration to OREO, and $686,000 in charge-offs, offset by $1.5 million in loans moved to substandard during the quarter.

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

	March 31, 2016		December 31, 2015
	(in thousands)
Past Due Loans:
30-59 Days	$	1,829	$	3,133
60-89 Days		62		241
90 Days and Over		—		—
Total Loans Past Due 30-90+ Days		1,891		3,374

Nonaccrual Loans		11,119		14,087
Total Past Due and Nonaccrual Loans	$	13,010	$	17,461

During the three months ended March 31, 2016, nonaccrual loans decreased by $3.0 million to $11.1 million. This decrease was due primarily to $2.7 million in paydowns and $644,000 in charge downs, offset by $913,000 in loans moved to nonaccrual status. During the three months ended March 31, 2016, loans past due 30-59 days decreased from $3.1 million at December 31, 2015 to $1.8 million at March 31, 2016. Loans past due 60-89 days decreased from $241,000 at December 31, 2015 to $62,000 at March 31, 2016. This represents a $1.5 million increase from December 31, 2015 to March 31, 2016, 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.

Table Of Contents

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, 2016 and December 31, 2015.

	March 31, 2016			December 31, 2015
	(dollars in thousands)

Loans past due 90 days or more still on accrual	$	—		$	—
Nonaccrual loans		11,119			14,087
Total non-performing loans		11,119			14,087
Real estate acquired through foreclosure		17,861			19,214
Other repossessed assets		—			—
Total non-performing assets	$	28,980		$	33,301

Non-performing loans to total loans		1.79	%		2.28	%
Non-performing assets to total assets		3.09	%		3.51	%
Allowance for non-performing loans	$	245		$	295
Allowance for non-performing loans to non-performing loans		2.20	%		2.09	%

Nonperforming loans at March 31, 2016, were $11.1 million, or 1.79% of total loans, compared with $14.1 million, or 2.28% of total loans at December 31, 2015, and $36.5 million, or 5.77% of total loans at March 31, 2015. Net loan charge-offs in the first three months of 2016 totaled $151,000 compared to $767,000 for the first three months of 2015.

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.

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.

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

Table Of Contents

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.

At March 31, 2016, we had 29 restructured loans totaling $18.3 million with borrowers who experienced deterioration in financial condition compared with 30 loans totaling $21.0 million at December 31, 2015. In general, these loans were granted interest rate reductions to provide cash flow relief to borrowers experiencing cash flow difficulties. Of these loans, three loans totaling approximately $3.4 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 $507,000 of commercial loans. At March 31, 2016, $14.9 million of our restructured loans were accruing and $3.5 million were on nonaccrual compared with $17.4 million and $3.5 million, respectively, at December 31, 2015. There were no new TDRs during the first three months of 2016 or 2015. During the three months ended March 31, 2016, TDRs were reduced as a result of $2.6 million in payments.

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

	March 31, 2016			December 31, 2015
	(dollars in thousands)

Total non-performing loans	$	11,119		$	14,087
TDRs on accrual		14,867			17,440
Total non-performing loans and TDRs on accrual	$	25,986		$	31,527
Real estate acquired through foreclosure		17,861			19,214
Other repossessed assets		—			—
Total non-performing assets and TDRs on accrual	$	43,847		$	50,741

Total non-performing loans and TDRs on accrual to total loans		4.19	%		5.10	%
Total non-performing assets and TDRs on accrual to total assets		4.67	%		5.35	%

See “Note 4 - Loans,” of the notes to the financial statements for additional disclosure related to troubled debt restructuring.

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

Table Of Contents

An analysis of changes in the allowance for loan losses and selected ratios for the three month periods ended March 31, 2016 and 2015, and for the year ended December 31, 2015 follows:

	Three Months Ended March 31,						Year Ended December 31,
	2016			2015			2015
	(dollars in thousands)
Balances at beginning of period	$	12,041		$	19,364		$	19,364

Loans charged-off:
Real estate		713			851			5,050
Commercial		12			375			696
Consumer		13			68			268
Agriculture		—			33			118
Other		11			—			—
Total charge-offs		749			1,327			6,132

Recoveries:
Real estate		428			411			2,338
Commercial		35			106			723
Consumer		39			26			240
Agriculture		79			1			8
Other		17			16			—
Total recoveries		598			560			3,309
Net charge-offs		151			767			2,823
Provision (negative provision) for loan losses		(550	)		—			(4,500	)
Balance at end of period	$	11,340		$	18,597		$	12,041

Allowance for loan losses to period-end loans		1.83	%		2.94	%		1.95	%
Net charge-offs to average loans		0.10	%		0.48	%		0.44	%
Allowance for loan losses to non-performing loans		101.99	%		50.93	%		85.48	%

Allowance for loan losses for loans individually evaluated for impairment	$	464		$	254		$	428
Loans individually evaluated for impairment		26,236			55,299			31,776
Allowance for loan losses to loans individually evaluated for impairment		1.77	%		0.46	%		1.35	%

Allowance for loan losses for loans collectively evaluated for impairment	$	10,876		$	18,343		$	11,613
Loans collectively evaluated for impairment		593,591			577,129			586,890
Allowance for loan losses to loans collectively evaluated for impairment		1.83	%		3.18	%		1.98	%

Our loan loss reserve, as a percentage of total loans at March 31, 2016, decreased to 1.83% from 1.95% at December 31, 2015 and from 2.94% at March 31, 2015. 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, improved charge-off levels, and negative provision expense. Our allowance for loan losses to non-performing loans was 101.99% at March 31, 2016, compared with 85.48% at December 31, 2015, and 50.93% at March 31, 2015. Net charge-offs in the first three months of 2016 totaled $151,000 compared to $767,000 in the first three months of 2015.

Table Of Contents

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

	Three Months Ended March 31, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014
	(in thousands)
Commercial	$	(23	)	$	(27	)	$	485
Commercial Real Estate		(145	)		1,225			11,878
Residential Real Estate		430			1,487			3,339
Consumer		(26	)		37			167
Agriculture		(79	)		110			17
Other		(6	)		(9	)		(26	)
Total net charge-offs	$	151		$	2,823		$	15,860

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 2.20% at March 31, 2016 compared with 2.09% at December 31, 2015, and 2.14% at March 31, 2015. The increase in this ratio from December 31, 2015 to March 31, 2016 was primarily attributable to the improving non-performing loan trends 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, 2016 and December 31, 2015.

	March 31, 2016						December 31, 2015
	Commercial Real Estate			Residential Real Estate			Commercial Real Estate			Residential Real Estate
	(in thousands)
Unpaid principal balance	$	16,119		$	16,232		$	18,112		$	19,983
Prior charge-offs		(4,921	)		(2,143	)		(5,293	)		(2,310	)

Recorded investment		11,198			14,089			12,819			17,673
Allocated allowance		(39	)		(425	)		(43	)		(385	)

Recorded investment, less allocated allowance	$	11,159		$	13,664		$	12,776		$	17,288

Recorded investment, less allocated allowance/ Unpaid principal balance		69.23	%		84.18	%		70.54	%		86.51	%

Based on prior 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. The recorded investment net of the allocated allowance were 69.23% and 84.18% of the unpaid principal balance in the commercial real estate and residential real estate segments of the portfolio, respectively, at March 31, 2016.

Table Of Contents

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

	March 31, 2016							December 31, 2015
	Loans		Allowance		% to Total			Loans		Allowance		% to Total

Commercial	$	82,879	$	642		0.77	%	$	85,064	$	818		0.96	%
Commercial real estate		240,319		6,724		2.80			237,317		6,950		2.93
Residential real estate:		227,435		3,258		1.43			227,936		3,599		1.58
Consumer		9,921		115		1.16			9,990		122		1.22
Agriculture		32,654		136		0.42			26,164		122		0.47
Other		383		1		0.26			419		2		0.48
Total	$	593,591	$	10,876		1.83	%	$	586,890	$	11,613		1.98	%

Our allowance for loan losses for loans collectively evaluated for impairment declined to 1.83% at March 31, 2016 from 3.18% at March 31, 2015 and 1.98% at December 31, 2015. This decline was driven primarily by declining historical loss trends, the negative provision for loan losses, and an improving loan risk category classification mix and volume which are key factors for estimating general reserves. Other factors include the consideration of growth, composition and diversification of our loan portfolio, current delinquency levels, the results of recent regulatory communications and general economic conditions.

Provision for Loan Losses – A negative provision for loan losses of $550,000 was recorded for the first quarter of 2016, compared to no provision for loan losses for the first quarter of 2015. The negative provision for the first quarter of 2016 was driven by declining historical loss rates, improvements in asset quality, and management’s assessment of risk within the portfolio. All loan risk categories have decreased since December 31, 2015, with the exception of pass loans. The pass category increased approximately $17.0 million, the watch category decreased approximately $4.1 million, the special mention category declined approximately $12,000, and the substandard category declined approximately $11.7 million. Net charge-offs were $151,000 for the three months ended March 31, 2016, compared with $767,000 for March 31, 2015. 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, 2016 were $17.9 million compared with $43.6 million at March 31, 2015 and $19.2 million at December 31, 2015. See “Note 5 - Other Real Estate Owned,” of the notes to the financial statements. During the first three months of 2016, we acquired $441,000 of OREO properties, and sold properties totaling approximately $1.3 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.

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 or have staff in our special assets group or centralized appraisal department evaluate the latest in-file appraisal 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 gain (loss) on sales, write-downs, and operating expenses for OREO totaled $668,000 for the three months ended March 31, 2016, compared with $733,000 for the same period of 2015. During the three months ended March 31, 2016, fair value write-downs of $500,000 were recorded to reflect declines in fair value driven by reductions in listing prices and new appraisals compared with $300,000 for the three months ended March 31, 2015.

Liabilities – Total liabilities at March 31, 2016 were $903.6 million compared with $916.7 million at December 31, 2015, a decrease of $13.2 million, or 1.4%. This decrease was primarily attributable to a decrease in deposits of $12.4 million from $878.0 million at December 31, 2015 to $865.6 million at March 31, 2016.

Table Of Contents

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					For the Year
	Ended March 31,					Ended December 31,
	2016					2015
	Average		Average			Average		Average
	Balance		Rate			Balance		Rate
	(dollars in thousands)
Demand	$	113,720				$	113,576
Interest checking		99,060		0.13	%		88,814		0.13	%
Money market		129,166		0.59			112,350		0.57
Savings		34,656		0.19			35,604		0.21
Certificates of deposit		488,523		0.88			557,441		0.96
Total deposits	$	865,125		0.61	%	$	907,785		0.68	%

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					For the Year
	Ended March 31,					Ended December 31,
	2016					2015
	Average		Average			Average		Average
	Balance		Rate			Balance		Rate
	(dollars in thousands)
Less than $100,000	$	276,788		0.85	%	$	306,941		0.93	%
$100,000 or more		211,735		0.91	%		250,500		0.99	%
Total	$	488,523		0.88	%	$	557,441		0.96	%

The following table shows at March 31, 2016 the amount of our time deposits of $100,000 or more by time remaining until maturity (in thousands):

Maturity Period

Three months or less	$	36,082
Three months through six months		49,897
Six months through twelve months		75,086
Over twelve months		48,256
Total	$	209,321

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 that we meet the cash flow requirements of depositors and borrowers, as well as our operating cash needs, taking into account all on- and off-balance sheet funding demands. Liquidity risk management also involves ensuring that we meet our cash flow needs at a reasonable cost. We maintain an investment and funds management policy, which identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. Our 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 investment portfolio, principal pay-downs on loans and mortgage-backed securities, customer deposit inflows, and other wholesale funding. Historically, we also utilized brokered and wholesale deposits to supplement our funding strategy. We are currently 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. At March 31, 2016, we had no brokered deposits.

Traditionally, we have borrowed from the FHLB to supplement our funding requirements. At March 31, 2016, we had an unused borrowing capacity with the FHLB of $28.6 million. Our borrowing capacity is under a detailed loan listing requirement and is based on the market value of the underlying pledged loans. Any new advances are limited to a one year maturity or less.

We also have available, on a secured basis, federal funds borrowing lines from a correspondent bank totaling $5.0 million. 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. 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.

Table Of Contents

Capital

Stockholders’ equity increased $2.6 million to $34.6 million at March 31, 2016, compared with $32.0 million at December 31, 2015 due to current year net income of $1.5 million and an increase in the fair value of our available for sale securities portfolio of $1.0 million.

The following table shows the ratios of Tier 1 capital and total capital to risk-adjusted assets and the leverage ratios for the Company and the Bank at the dates indicated:

										March 31, 2016						December 31, 2015
	Regulatory Minimums			Well-Capitalized Minimums			Minimum Capital Ratios Under Consent Order			Porter Bancorp			PBI Bank			Porter Bancorp			PBI Bank

Tier 1 Capital		6.0	%		8.0	%		N/A			7.03	%		8.94	%		6.89	%		8.84	%
Common equity Tier I capital		4.5			6.5			N/A			5.21			8.94			5.09			8.84
Total risk-based capital		8.0			10.0			12.0	%		10.46			10.64			10.46			10.58
Tier 1 leverage ratio		4.0			5.0			9.0			5.03			6.39			4.74			6.08

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.

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

Table Of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Given a 100 basis point increase in interest rates sustained for one year, base net interest income would decrease by an estimated 0.66% at March 31, 2016, compared with an increase of 0.6% at December 31, 2015, 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 decrease by an estimated 0.87% at March 31, 2016, compared with an increase of 1.6% at December 31, 2015, 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, 2016, as calculated using the static shock model approach:

	Change in Future Net Interest Income
	Dollar Change			Percentage Change
	(dollars in thousands)
+ 200 basis points	$	(241	)		(0.87	)%
+ 100 basis points		(183	)		(0.66	)
- 100 basis points		(1,244	)		(4.50	)
- 200 basis points		(2,990	)		(10.82	)

Item 4. Controls and Procedures

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

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

Table Of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are defendants in various legal proceedings. Litigation is subject to inherent uncertainties and unfavorable outcomes could occur. 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, 2015 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

Porter Bancorp, Inc. completed a sale of 4,000,000 common shares and nonvoting common shares in a private placement to accredited investors at 10:00 a.m. on April 15, 2016. The purchase price was $1.25 per share. The investors included John T. Taylor, the Company’s CEO and a director, and James M. Parsons and Bradford T. Ray, both directors. On April 27, 2016, the NASDAQ Stock Exchange notified the Company that, as a result of the closing bid price of the Company’s common shares increasing from $1.22 per share on April 13, 2016 to $1.30 per share on April 14, 2016, on which date of a total of 2,847 the Company’s common shares traded, a violation of the NASDAQ Corporate Governance Rules had occurred. Specifically, the purchase of shares by three insiders in a private placement for less than the market price, defined as the closing bid price on the day preceding the signing of a stock purchase agreement, represents “equity compensation,” requiring prior approval of the Company’s shareholders pursuant to Listing Rule 5635(c). To remedy the violation, Mr. Taylor, Mr. Parsons, and Mr. Ray each paid an additional $0.05 per share to the Company on May 3, 2016, increasing the effective purchase price for the 600,000 shares they collectively purchased to $1.30 per share, consistent with requirements of the NASDAQ rule. In a letter to the Company, dated May 5, 2016, NASDAQ stated that the Company has regained compliance with the Rule and this matter is now closed.

Item 6. Exhibits

(a) Exhibits

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

Exhibit Number	Description of Exhibit

10.1	Porter Bancorp, Inc. 2016 Incentive Compensation Bonus Plan incorporated by reference in the Definitive Proxy Statement filed April 25, 2016.

10.2	Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 20, 2016).

10.3	Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed April 20, 2016).

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, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.

Table Of Contents

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 5, 2016	By:	/s/ John T. Taylor
		John T. Taylor
		Chief Executive Officer

May 5, 2016	By:	/s/ Phillip W. Barnhouse
		Phillip W. Barnhouse
		Chief Financial Officer

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

PART II –	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	49
ITEM 1A.	RISK FACTORS	49
ITEM 2.	UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS	49
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	49
ITEM 4.	MINE SAFETY DISCLOSURES	49
ITEM 5.	OTHER INFORMATION	49
ITEM 6.	EXHIBITS	49