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LIMESTONE BANCORP, INC. - Quarter Report: 2017 September (Form 10-Q)

pbib20170930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 FORM 10-Q  

 

(Mark One)

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

 

For the Quarterly Period Ended September 30, 2017

 

Or

 

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

 

For the transition period from              to             

 

Commission file number: 001-33033

 

PORTER BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

  

  

Kentucky

61-1142247

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

  

  

2500 Eastpoint Parkway, Louisville, Kentucky

40223

(Address of principal executive offices)

(Zip Code)

 

(502) 499-4800

(Registrant’s telephone number, including area code)

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      

Accelerated filer      

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

Smaller reporting company  

 

Emerging growth company  

 

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

 

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

 

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

 

4,668,264 Common Shares and 1,591,600 Non-Voting Common Shares, no par value, were outstanding at October 31, 2017.

 

 

 

 

INDEX

 

 

  

  

Page

PART I

FINANCIAL INFORMATION

  

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

34

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

50

ITEM 4.

CONTROLS AND PROCEDURES

50

  

  

  

PART II

OTHER INFORMATION

  

ITEM 1.

LEGAL PROCEEDINGS

51

ITEM 1A.

RISK FACTORS

51

ITEM 2.

UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS

51

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

51

ITEM 4.

MINE SAFETY DISCLOSURES

51

ITEM 5.

OTHER INFORMATION

51

ITEM 6.

EXHIBITS

51

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

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

 

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

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

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

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

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

Notes to Unaudited Consolidated Financial Statements

 

3

 

 

PORTER BANCORP, INC.

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)

 

   

September 30,

2017

   

December 31,

2016

 

Assets

               

Cash and due from banks

  $ 9,557     $ 9,449  

Interest bearing deposits in banks

    37,812       56,867  

Cash and cash equivalents

    47,369       66,316  

Securities available for sale

    149,797       152,790  

Securities held to maturity (fair value of $43,397 and $43,072, respectively)

    41,424       41,818  

Loans, net of allowance of $8,977 and $8,967, respectively

    673,534       630,269  

Premises and equipment, net

    16,975       17,848  

Other real estate owned

    6,330       6,821  

Federal Home Loan Bank stock

    7,323       7,323  

Bank owned life insurance

    15,131       14,838  

Accrued interest receivable and other assets

    5,082       7,154  

Total assets

  $ 962,965     $ 945,177  
                 

Liabilities and Stockholders’ Equity

               

Deposits

               

Non-interest bearing

  $ 133,896     $ 124,395  

Interest bearing

    732,951       725,530  

Total deposits

    866,847       849,925  

Federal Home Loan Bank advances

    16,847       22,458  

Accrued interest payable and other liabilities

    5,728       15,911  

Subordinated capital note

    2,475       3,150  

Junior subordinated debentures

    21,000       21,000  

Senior debt

    10,000        

Total liabilities

    922,897       912,444  

Stockholders’ equity

               

Preferred stock, no par

               

Series E - 6,198 issued and outstanding; Liquidation preference of $6.2 million

    1,644       1,644  

Series F - 4,304 issued and outstanding; Liquidation preference of $4.3 million

    1,127       1,127  

Total preferred stockholders’ equity

    2,771       2,771  

Common stock, no par, 86,000,000 shares authorized, 4,668,264 and 4,632,933 voting, and 34,380,437 non-voting shares authorized, 1,591,600 and 1,591,600 non-voting issued and outstanding, respectively

    125,729       125,729  

Additional paid-in capital

    24,368       24,097  

Retained deficit

    (108,378

)

    (113,561

)

Accumulated other comprehensive loss

    (4,422

)

    (6,303

)

Total common stockholders’ equity

    37,297       29,962  

Total stockholders' equity

    40,068       32,733  

Total liabilities and stockholders’ equity

  $ 962,965     $ 945,177  

 

See accompanying notes to unaudited consolidated financial statements.

 

4

 

 

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Income

(dollars in thousands, except per share data)

 

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Interest income

                               

Loans, including fees

  $ 8,021     $ 7,699     $ 23,493     $ 23,036  

Taxable securities

    1,088       956       3,370       2,895  

Tax exempt securities

    143       153       432       475  

Federal funds sold and other

    194       123       510       415  
      9,446       8,931       27,805       26,821  

Interest expense

 

Deposits

    1,324       1,262       3,877       3,850  

Federal Home Loan Bank advances

    13       17       64       54  

Subordinated capital note

    32       35       98       112  

Senior Debt

    97             97          

Junior subordinated debentures

    193       159       553       500  
      1,659       1,473       4,689       4,516  

Net interest income

    7,787       7,458       23,116       22,305  

Negative provision for loan losses

          (750

)

          (1,900

)

Net interest income after negative provision for loan losses

    7,787       8,208       23,116       24,205  
                                 

Non-interest income

 

Service charges on deposit accounts

    568       520       1,617       1,422  

Bank card interchange fees

    245       214       713       637  

Other real estate owned rental income

          46             451  

Income from bank owned life insurance

    103       101       309       316  

Net gain (loss) on sales and calls of investment securities

          (16

)

    (5

)

    187  

Other

    266       240       723       635  
      1,182       1,105       3,357       3,648  

Non-interest expense

 

Salaries and employee benefits

    3,683       3,945       11,433       11,624  

Occupancy and equipment

    836       842       2,501       2,504  

Professional fees

    232       374       776       1,251  

Marketing expense

    364       289       880       706  

FDIC Insurance

    356       442       1,055       1,458  

Data processing expense

    321       295       931       887  

State franchise and deposit tax

    225       255       675       765  

Other real estate owned expense

    111       322       92       1,284  

Litigation and loan collection expense

    78       222       121       575  

Other

    969       934       2,826       2,893  
      7,175       7,920       21,290       23,947  

Income before income taxes

    1,794       1,393       5,183       3,906  

Income tax expense

                      21  

Net income

    1,794       1,393       5,183       3,885  

Less:

 

Earnings allocated to participating securities

    45       46       133       129  

Net income available to common shareholders

  $ 1,749     $ 1,347     $ 5,050     $ 3,756  

Basic and diluted income per common share

  $ 0.29     $ 0.22     $ 0.83     $ 0.66  

 

See accompanying notes to unaudited consolidated financial statements.

 

5

 

 

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

                                              

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Net income

  $ 1,794     $ 1,393     $ 5,183     $ 3,885  

Other comprehensive income:

                               

Unrealized gain (loss) on securities:

                               

Unrealized gain (loss) arising during the period

    (280

)

    597       1,783       2,465  

Amortization during the period of net unrealized loss transferred to held to maturity

    32       32       98       96  

Reclassification adjustment for (gains) losses included in net income

          16             (187

)

Net unrealized gain recognized in comprehensive income

    (248

)

    645       1,881       2,374  

Tax effect

                       

Other comprehensive income (loss)

    (248

)

    645       1,881       2,374  
                                 

Comprehensive income

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

 

See accompanying notes to unaudited consolidated financial statements.

 

6

 

 

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

For Nine Months Ended September 30, 2017

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

 

 

    Shares      Amount          
    Common     Preferred            

Preferred

    Common          
   

 

Common

   

Non-Voting

Common

   

 

Total

Common

   

 

 

 

 

 

 

Series E

   

 

 

 

 

 

 

Series F

   

Common and

Non-Voting Common

   

 

 

 

 

 

 

Series E

   

 

 

 

 

 

 

Series F

   

 

Additional

Paid-In

Capital

   

 

Retained

Deficit

   

Accumulated

Other

Compre-

hensive

Income

(Loss)

   

 

 

Total

 
                                                                                                 

Balances, January 1, 2017

    4,632,933       1,591,600       6,224,533       6,198       4,304     $ 125,729     $ 1,644     $ 1,127     $ 24,097     $ (113,561 )   $ (6,303 )   $ 32,733  

Issuance of unvested stock

    37,865             37,865                                                        

Forfeited unvested stock

    (1,316 )           (1,316 )                                                      

Reverse stock split rounding shares

    (1,218 )           (1,218 )                                                      

Stock-based compensation expense

                                                    271                   271  

Net income

                                                          5,183             5,183  

Net change in accumulated other

comprehensive income, net of taxes

                                                                1,881       1,881  

Balances, September 30, 2017

    4,668,264       1,591,600       6,259,864       6,198       4,304     $ 125,729     $ 1,644     $ 1,127     $ 24,368     $ (108,378 )   $ (4,422 )   $ 40,068  

 

 

See accompanying notes to unaudited consolidated financial statements.

 

7

 

 

PORTER BANCORP, INC.

Unaudited Consolidated Statements of Cash Flows

For Nine Months Ended September 30, 2017 and 2016

(dollars in thousands)

 

   

2017

   

2016

 

Cash flows from operating activities

               

Net income

  $ 5,183     $ 3,885  

Adjustments to reconcile net loss to net cash from operating activities

               

Depreciation and amortization

    896       1,141  

Negative provision for loan losses

          (1,900

)

Net amortization on securities

    931       965  

Stock-based compensation expense

    271       315  

Net gain on sales of loans held for sale

    (39

)

    (61

)

Origination of loans for sale

    (2,179

)

    (3,830

)

Proceeds from sales of loans held for sale

    2,218       3,943  

Net gain on sales of other real estate owned

    (75

)

    (221

)

Write-down of other real estate owned

    98       970  

Net realized (gain) loss on sales and calls of investment securities

    5       (187

)

Increase in cash surrender value of owned life insurance, net of premium expense

    (293

)

    (300

)

Net change in accrued interest receivable and other assets

    1,929       (701

)

Net change in accrued interest payable and other liabilities

    (10,183

)

    (57

)

Net cash from operating activities

    (1,238

)

    3,962  
                 

Cash flows from investing activities

               

Purchases of available for sale securities

    (15,340

)

    (18,868

)

Proceeds from sales and calls of available for sale securities

    2,000       6,276  

Proceeds from maturities and prepayments of available for sale securities

    17,480       16,925  

Proceeds from calls of held to maturity securities

    47        

Proceeds from maturities of held to maturity securities

    145        

Proceeds from sale of other real estate owned

    738       12,340  

Loan originations and payments, net

    (43,590

)

    (4,781

)

Sales (purchases) of premises and equipment, net

    175       (386

)

Purchase of bank owned life insurance

          (5,000

)

Net cash from investing activities

    (38,345

)

    6,506  
                 

Cash flows from financing activities

               

Net change in deposits

    16,922       (41,053

)

Payments of Federal Home Loan Bank advances

    (30,611

)

    (462

)

Advances from Federal Home Loan Bank

    25,000        

Payments of subordinated capital note

    (675

)

    (675

)

Proceeds from senior debt

    10,000        

Proceeds from issuance of common stock

          2,231  

Net cash from financing activities

    20,636       (39,959

)

Net change in cash and cash equivalents

    (18,947

)

    (29,491

)

Beginning cash and cash equivalents

    66,316       93,335  

Ending cash and cash equivalents

  $ 47,369     $ 63,844  
                 

Supplemental cash flow information:

               

Interest paid

  $ 4,140     $ 3,933  

Income taxes paid (refunded)

          21  

Supplemental non-cash disclosure:

               

Proceeds from common stock issuance directed by investors for junior subordinated debenture interest

  $     $ 2,799  

Transfer from loans to other real estate

    270       1,243  

Financed sales of other real estate owned

          270  

 

See accompanying notes to unaudited consolidated financial statements.

 

8

 

 

PORTER BANCORP, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

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

 

Basis of Presentation – The consolidated financial statements include Porter Bancorp, Inc. (Company) 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 nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the entire year. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K.

 

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

 

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

 

New Accounting StandardsIn August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606). This ASU is an update to ASU 2014-09, and delays the effective date of ASU 2014-09. The ASU provides guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 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, 2017. Early adoption is not permitted. The Company’s revenue is comprised of net interest income on financial assets and liabilities, which is explicitly excluded from the scope of this guidance, and non-interest income. Based on the evaluation of the Company’s non-interest income revenue streams, adoption of this new guidance will not have a material impact on the consolidated 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. The impact of adopting the new guidance on the consolidated financial statements is not expected to have a material impact. The Company currently does not have any equity investments.

 

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

 

9

 

 

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

 

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities. The final standard will shorten the amortization period for premiums on callable debt securities by requiring that premiums be amortized to the first (or earliest) call date instead of as an adjustment to the yield over the contractual life. The standard is effective for public companies for fiscal years beginning after December 15, 2018. We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

 

Note 2 – Securities

 

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

 

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

 

   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 
   

(in thousands)

 

September 30, 2017

                               

Available for sale

                               

U.S. Government and federal agency

  $ 29,954     $ 106     $ (352

)

  $ 29,708  

Agency mortgage-backed: residential

    91,546       808       (619

)

    91,735  

Collateralized loan obligations

    23,444       82             23,526  

State and municipal

    1,648       13             1,661  

Corporate bonds

    3,079       88             3,167  

Total available for sale

  $ 149,671     $ 1,097     $ (971

)

  $ 149,797  

 

 

   

Amortized

Cost

   

Gross Unrecognized

Gains

   

Gross Unrecognized

Losses

   

Fair Value

 

Held to maturity

                               

State and municipal

  $ 41,424     $ 1,973     $     $ 43,397  

Total held to maturity

  $ 41,424     $ 1,973     $     $ 43,397  

 

10

 

 

 

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 
    (in thousands)  

December 31, 2016

                               

Available for sale

                               

U.S. Government and federal agency

  $ 34,757     $ 50     $ (708

)

  $ 34,099  

Agency mortgage-backed: residential

    103,390       455       (1,492

)

    102,353  

Collateralized loan obligations

    11,203                   11,203  

State and municipal

    2,028       25       (8

)

    2,045  

Corporate bonds

    3,069       24       (3

)

    3,090  

Total available for sale

  $ 154,447     $ 554     $ (2,211

)

  $ 152,790  

 

 

   

Amortized

Cost

   

Gross Unrecognized

Gains

   

Gross Unrecognized

Losses

   

Fair Value

 

Held to maturity

                               

State and municipal

  $ 41,818     $ 1,272     $ (18

)

  $ 43,072  

Total held to maturity

  $ 41,818     $ 1,272     $ (18

)

  $ 43,072  

 

 

Sales and calls of securities were as follows:

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(in thousands)

(in thousands)  

Proceeds

  $ 2,000     $ 2,555     $ 2,047     $ 6,276  

Gross gains

          13             216  

Gross losses

          29       5       29  

 

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.

 

   

September 30, 2017

 
   

Amortized

Cost

   

Fair

Value

 
   

(in thousands)

 

Maturity

               

Available for sale

               

Within one year

  $ 7,340     $ 7,432  

One to five years

    15,019       15,102  

Five to ten years

    32,715       32,464  

Beyond ten years

    3,051       3,064  

Agency mortgage-backed: residential

    91,546       91,735  

Total

  $ 149,671     $ 149,797  
                 

Held to maturity

               

Within one year

  $ 646     $ 646  

One to five years

    27,619       28,729  

Five to ten years

    13,159       14,022  

Total

  $ 41,424     $ 43,397  

                                                                          

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

 

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

 

11

 

 

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

 

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

 

   

Less than 12 Months

   

12 Months or More

   

Total

 

Description of Securities

 

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

   

Fair

Value

   

Unrealized

Loss

 
   

(in thousands)

 

September 30, 2017

                                               

Available for sale

                                               

U.S. Government and federal Agency

  $ 19,543     $ (324

)

  $ 1,125     $ (28

)

  $ 20,668     $ (352

)

Agency mortgage-backed: residential

    29,928       (489

)

    7,261       (130

)

    37,189       (619

)

Total temporarily impaired

  $ 49,471     $ (813

)

  $ 8,386     $ (158

)

  $ 57,857     $ (971

)

                                                 
                                                 

December 31, 2016

                                               

Available for sale

                                               

U.S. Government and federal agency

  $ 27,738     $ (708

)

  $     $     $ 27,738     $ (708

)

Agency mortgage-backed: residential

    63,460       (1,449

)

    2,745       (43

)

    66,205       (1,492

)

State and municipal

    465       (8

)

                465       (8

)

Corporate bonds

                1,566       (3

)

    1,566       (3

)

Total temporarily impaired

  $ 91,663     $ (2,165

)

  $ 4,311     $ (46

)

  $ 95,974     $ (2,211

)

                                                 

Held to maturity

                                               

State and municipal

  $ 1,540     $ (18

)

  $     $     $ 1,540     $ (18

)

Total

  $ 1,540     $ (18

)

  $     $     $ 1,540     $ (18

)

 

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

 

12

 

 

Note 3 – Loans

 

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

 

   

September 30,

   

December 31,

 
   

2017

   

2016

 
   

(in thousands)

 

Commercial

  $ 107,616     $ 97,761  

Commercial Real Estate:

               

Construction

    44,956       36,330  

Farmland

    88,370       71,507  

Nonfarm nonresidential

    157,956       149,546  

Residential Real Estate:

               

Multi-family

    55,684       48,197  

1-4 Family

    173,213       188,092  

Consumer

    8,474       9,818  

Agriculture

    45,675       37,508  

Other

    567       477  

Subtotal

    682,511       639,236  

Less: Allowance for loan losses

    (8,977

)

    (8,967

)

Loans, net

  $ 673,534     $ 630,269  

 

 

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

 

   

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Agriculture

   

Other

   

Total

 
   

(in thousands)

 

September 30, 2017:

                                                       

Beginning balance

  $ 956     $ 4,223     $ 3,317     $ 53     $ 335     $ 1     $ 8,885  

Provision (negative provision)

    (41

)

    206       (147

)

    (31

)

    15       (2

)

     

Loans charged off

    (5

)

          (57

)

    (5

)

                (67

)

Recoveries

    3       9       103       25       16       3       159  

Ending balance

  $ 913     $ 4,438     $ 3,216     $ 42     $ 366     $ 2     $ 8,977  
                                                         
                                                         

September 30, 2016:

                                                       

Beginning balance

  $ 730     $ 5,429     $ 3,778     $ 47     $ 119     $ 1     $ 10,104  

Provision (negative provision)

    (195

)

    (436

)

    (142

)

    (26

)

    79       (30

)

    (750

)

Loans charged off

    (15

)

    (232

)

    (131

)

    (21

)

    (5

)

    (1

)

    (405

)

Recoveries

    102       354       27       23       1       33       540  

Ending balance

  $ 622     $ 5,115     $ 3,532     $ 23     $ 194     $ 3     $ 9,489  

 

13

 

 

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

 

   

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Agriculture

   

Other

   

Total

 
   

(in thousands)

 

September 30, 2017:

                                                       

Beginning balance

  $ 475     $ 4,894     $ 3,426     $ 8     $ 162     $ 2     $ 8,967  

Provision (negative provision)

    399       (791

)

    134       (5

)

    274       (11

)

     

Loans charged off

    (5

)

    (58

)

    (512

)

    (30

)

    (95

)

          (700

)

Recoveries

    44       393       168       69       25       11       710  

Ending balance

  $ 913     $ 4,438     $ 3,216     $ 42     $ 366     $ 2     $ 8,977  
                                                         
                                                         

September 30, 2016:

                                                       

Beginning balance

  $ 818     $ 6,993     $ 3,984     $ 122     $ 122     $ 2     $ 12,041  

Provision (negative provision)

    (89

)

    (2,024

)

    458       (259

)

    (1

)

    15       (1,900

)

Loans charged off

    (276

)

    (477

)

    (1,181

)

    (56

)

    (13

)

    (79

)

    (2,082

)

Recoveries

    169       623       271       216       86       65       1,430  

Ending balance

  $ 622     $ 5,115     $ 3,532     $ 23     $ 194     $ 3     $ 9,489  

 

 

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 September 30, 2017:

 

   

Commercial

   

Commercial

Real Estate

   

Residential

Real Estate

   

Consumer

   

Agriculture

   

Other

   

Total

 
   

(in thousands)

 

Allowance for loan losses:

                                                       

Ending allowance balance attributable to loans:

                                                       

Individually evaluated for impairment

  $ 13     $ 26     $ 386     $     $     $     $ 425  

Collectively evaluated for impairment

    900       4,412       2,830       42       366       2       8,552  

Total ending allowance balance

  $ 913     $ 4,438     $ 3,216     $ 42     $ 366     $ 2     $ 8,977  
                                                         

Loans:

                                                       

Loans individually evaluated for impairment

  $ 608     $ 2,749     $ 4,092     $     $ 60     $     $ 7,509  

Loans collectively evaluated for impairment

    107,008       288,533       224,805       8,474       45,615       567       675,002  

Total ending loans balance

  $ 107,616     $ 291,282     $ 228,897     $ 8,474     $ 45,675     $ 567     $ 682,511  

 

14

 

 

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, 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

  $ 13     $ 35     $ 350     $     $ 1     $     $ 399  

Collectively evaluated for impairment

    462       4,859       3,076       8       161       2       8,568  

Total ending allowance balance

  $ 475     $ 4,894     $ 3,426     $ 8     $ 162     $ 2     $ 8,967  
                                                         
                                                         

Loans:

                                                       

Loans individually evaluated for impairment

  $ 595     $ 5,854     $ 8,621     $ 1     $ 60     $     $ 15,131  

Loans collectively evaluated for impairment

    97,166       251,529       227,668       9,817       37,448       477       624,105  

Total ending loans balance

  $ 97,761     $ 257,383     $ 236,289     $ 9,818     $ 37,508     $ 477     $ 639,236  

 

 

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 September 30, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016:

 

                           

Three Months Ended

September 30, 2017

   

Nine Months Ended

September 30, 2017

 
   

Unpaid

Principal

Balance

   

Recorded

Investment

   

Allowance

For Loan

Losses

Allocated

   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

 

Average

Recorded

Investment

   

 

Interest

Income

Recognized

 
   

(in thousands)

 

With No Related Allowance Recorded:

                                                       

Commercial

  $ 724     $ 508     $     $ 499     $     $ 497     $  

Commercial real estate:

                                                       

Construction

                                         

Farmland

    3,783       2,155             2,336             2,800       209  

Nonfarm nonresidential

    773       301             311       1       752       53  

Residential real estate:

                                                       

Multi-family

                                  1,025        

1-4 Family

    3,858       2,470             2,879       22       2,909       50  

Consumer

    8                         2       2       2  

Agriculture

    130       60             60       1       30       1  

Other

                                         

Subtotal

    9,276       5,494             6,085       26       8,015       315  

With A Related Allowance Recorded:

                                                       

Commercial

    100       100       13       100       1       100       5  

Commercial real estate:

                                                       

Construction

                                         

Farmland

                                  294        

Nonfarm nonresidential

    293       293       26       294       5       298       14  

Residential real estate:

                                                       

Multi-family

                                         

1-4 Family

    1,183       1,622       386       1,412       17       1,465       51  

Consumer

                                         

Agriculture

                                  30        

Other

                                         

Subtotal

    1,576       2,015       425       1,806       23       2,187       70  

Total

  $ 10,852     $ 7,509     $ 425     $ 7,891     $ 49     $ 10,202     $ 385  

 

15

 

 

   

As of December 31, 2016

   

Three Months Ended

September 30, 2016

   

Nine Months Ended

September 30, 2016

 
   

Unpaid

Principal

Balance

   

Recorded

Investment

   

Allowance

For Loan

Losses

Allocated

   

Average

Recorded

Investment

   

Interest

Income

Recognized

   

 

Average

Recorded

Investment

   

 

Interest

Income

Recognized

 
   

(in thousands)

 

With No Related Allowance Recorded:

                                                       

Commercial

  $ 707     $ 495     $     $ 659     $     $ 824     $ 1  

Commercial real estate:

                                                       

Construction

                      129       3       195       9  

Farmland

    5,566       3,742             4,404       79       4,299       87  

Nonfarm nonresidential

    4,502       1,219             4,023       2       5,569       308  

Residential real estate:

                                                       

Multi-family

    4,100       4,100             3,254       179       2,235       237  

1-4 Family

    4,663       2,910             3,523       14       6,159       85  

Consumer

    41       1             4             8       8  

Agriculture

                      69             92        

Other

                                         

Subtotal

    19,579       12,467             16,065       277       19,381       735  

With A Related Allowance Recorded:

                                                       

Commercial

    100       100       13                          

Commercial real estate:

                                                       

Construction

                                         

Farmland

    614       590       5       600             300        

Nonfarm nonresidential

    303       303       30       405       6       421       18  

Residential real estate:

                                                       

Multi-family

                      2,080             3,133       101  

1-4 Family

    1,676       1,611       350       1,656       20       1,671       74  

Consumer

                                         

Agriculture

    78       60       1       68             34        

Other

                                         

Subtotal

    2,771       2,664       399       4,809       26       5,559       193  

Total

  $ 22,350     $ 15,131     $ 399     $ 20,874     $ 303     $ 24,940     $ 928  

 

Cash basis income recognized for the three and nine months ended September 30, 2017 was $24,000 and $309,000, respectively, compared to $87,000 and $377,000 for the three and nine months ended September 30, 2016, respectively.

 

Troubled Debt Restructuring

 

A troubled debt restructuring (TDR) occurs when the Bank has agreed to a loan modification in the form of a concession for a borrower who is experiencing financial difficulty. The Bank’s TDRs typically involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired and the Bank allocates 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 September 30, 2017 and December 31, 2016:

 

   

TDRs

Performing to

Modified

Terms

   

TDRs Not

Performing to

Modified

Terms

   

Total

TDRs

 
   

(in thousands)

 

September 30, 2017

                       

Commercial

                       

Rate reduction

  $     $ 33     $ 33  

Principal deferral

          434       434  

Commercial Real Estate:

                       

Farmland

                       

Principal deferral

          1,465       1,465  

Nonfarm nonresidential

                       

Rate reduction

    489             489  

Residential Real Estate:

                       

1-4 Family

                       

Rate reduction

    737             737  

Total TDRs

  $ 1,226     $ 1,932     $ 3,158  

 

16

 

 

 

   

TDRs

Performing to

Modified Terms

   

TDRs Not

Performing to

Modified Terms

   

Total

TDRs

 
   

(in thousands)

 

December 31, 2016

                       

Commercial

                       

Rate reduction

  $     $ 33     $ 33  

Principal deferral

          434       434  

Commercial Real Estate:

                       

Farmland

                       

Principal deferral

          2,300       2,300  

Nonfarm nonresidential

                       

Rate reduction

    507             507  

Principal deferral

          607       607  

Residential Real Estate:

                       

Multi-family

                       

Rate reduction

    4,100             4,100  

1-4 Family

                       

Rate reduction

    743             743  

Total TDRs

  $ 5,350     $ 3,374     $ 8,724  

 

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

 

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

 

No TDR loan modifications occurred during the three or nine months ended September 30, 2017 or September 30, 2016. During the first nine months of 2017 and 2016, no TDRs defaulted on their restructured loan within the twelve-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.

 

17

 

 

Non-performing Loans

 

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

 

   

Nonaccrual

   

Loans Past Due 90 Days

And Over Still Accruing

 
   

September 30,

2017

   

December 31,

2016

   

September 30,

2017

   

December 31,

2016

 
   

(in thousands)

 
                                 

Commercial

  $ 508     $ 495     $     $  

Commercial Real Estate:

                               

Construction

                       

Farmland

    2,155       4,332              

Nonfarm nonresidential

    105       1,016              

Residential Real Estate:

                               

Multi-family

                       

1-4 Family

    2,941       3,312              

Consumer

          1              

Agriculture

    60       60              

Other

                       

Total

  $ 5,769     $ 9,216     $     $  

 

18

 

 

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

 

   

30 – 59

Days

Past Due

   

60 – 89

Days

Past Due

   

90 Days

And Over

Past Due

   

 

 

Nonaccrual

   

Total

Past Due

And

Nonaccrual

 
   

(in thousands)

 

September 30, 2017

                                       

Commercial

  $ 2     $     $     $ 508     $ 510  

Commercial Real Estate:

                                       

Construction

                             

Farmland

    281       19             2,155       2,455  

Nonfarm nonresidential

    239                   105       344  

Residential Real Estate:

                                       

Multi-family

                             

1-4 Family

    300       593             2,941       3,834  

Consumer

    50                         50  

Agriculture

                      60       60  

Other

                             

Total

  $ 872     $ 612     $     $ 5,769     $ 7,253  

 

 

   

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, 2016

                                       

Commercial

  $     $     $     $ 495     $ 495  

Commercial Real Estate:

                                       

Construction

                             

Farmland

    626                   4,332       4,958  

Nonfarm nonresidential

          59             1,016       1,075  

Residential Real Estate:

                                       

Multi-family

                             

1-4 Family

    1,454       256             3,312       5,022  

Consumer

    19                   1       20  

Agriculture

    203                   60       263  

Other

                             

Total

  $ 2,302     $ 315     $     $ 9,216     $ 11,833  

 

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. Loans are also analyzed 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 or may experience a potentially adverse development which necessitates increased monitoring.

 

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

 

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

 

19

 

 

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

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be “Pass” rated loans. As of September 30, 2017, and December 31, 2016, 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)

 

September 30, 2017

                                               

Commercial

  $ 106,645     $ 228     $     $ 743     $     $ 107,616  

Commercial Real Estate:

                                               

Construction

    44,956                               44,956  

Farmland

    78,156       5,935             4,279             88,370  

Nonfarm nonresidential

    153,026       2,948       432       1,550             157,956  

Residential Real Estate:

                                               

Multi-family

    46,100       9,584                         55,684  

1-4 Family

    162,476       4,473       166       6,098             173,213  

Consumer

    8,062       323             89             8,474  

Agriculture

    33,215       11,676             784             45,675  

Other

    567                               567  

Total

  $ 633,203     $ 35,167     $ 598     $ 13,543     $     $ 682,511  

 

   

Pass

   

Watch

   

Special

Mention

   

Substandard

   

Doubtful

   

Total

 
   

(in thousands)

 

December 31, 2016

                                               

Commercial

  $ 96,402     $ 294     $     $ 1,065     $     $ 97,761  

Commercial Real Estate:

                                               

Construction

    35,823       507                         36,330  

Farmland

    63,323       1,521             6,663             71,507  

Nonfarm nonresidential

    142,222       5,217       445       1,662             149,546  

Residential Real Estate:

                                               

Multi-family

    38,281       6,080             3,836             48,197  

1-4 Family

    173,565       6,909       52       7,566             188,092  

Consumer

    9,397       348             73             9,818  

Agriculture

    26,940       9,555             1,013             37,508  

Other

    477                               477  

Total

  $ 586,430     $ 30,431     $ 497     $ 21,878     $     $ 639,236  

 

 

Note 4 – Other Real Estate Owned

 

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

 

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

 

20

 

 

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

 

   


September 30,

2017

   

December 31,

2016

 
   

(in thousands)

 

Commercial Real Estate:

               

Construction, land development, and other land

  $ 6,200     $ 6,571  

Farmland

    74        

Residential Real Estate:

               

1-4 Family

    56       250  
    $ 6,330     $ 6,821  

 

Residential loans secured by 1-4 family residential properties in the process of foreclosure totaled $643,000 and $932,000 at September 30, 2017 and December 31, 2016, respectively. Activity relating to OREO during the nine months ended September 30, 2017 and 2016 is as follows:

 

   

For the Nine

Months Ended

September 30,

 
   

2017

   

2016

 
   

(in thousands)

 

OREO Activity

               

OREO as of January 1

  $ 6,821     $ 19,214  

Real estate acquired

    270       1,243  

Valuation adjustment write-downs

    (98

)

    (970

)

Net gain on sales

    75       221  

Proceeds from sales of properties

    (738

)

    (12,610

)

OREO as of September 30

  $ 6,330     $ 7,098  

 

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

 

Expenses related to other real estate owned include:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2017

   

2016

   

2017

   

2016

 
    (in thousands)     (in thousands)  

Net gain on sales

  $ (10

)

  $ (52

)

  $ (75

)

  $ (221

)

Valuation adjustment write-downs

    98       320       98       970  

Operating expense

    23       54       69       535  

Total

  $ 111     $ 322     $ 92     $ 1,284  

 

 

Note 5 – Deposits

 

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

 

   

September 30,

2017

   

December 31,

2016

 
   

(in thousands)

 

Non-interest bearing

  $ 133,896     $ 124,395  

Interest checking

    94,523       103,876  

Money market

    156,905       142,497  

Savings

    35,946       34,518  

Certificates of deposit

    445,577       444,639  

Total

  $ 866,847     $ 849,925  

 

21

 

 

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

 

Scheduled maturities of all time deposits at September 30, 2017 were as follows (in thousands):

 

Year 1

  $ 221,600  

Year 2

    174,906  

Year 3

    35,418  

Year 4

    6,626  

Year 5

    7,027  
    $ 445,577  

 

Note 6 – Advances from the Federal Home Loan Bank

 

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

 

   

September 30,

   

December 31,

 
   

2017

   

2016

 
   

(in thousands)

 

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

  $ 16,847     $ 22,458  

 

 

 

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

 

   

Advances

 

Year 1

  $ 15,203  

Year 2

    182  

Year 3

    492  

Year 4

    739  

Year 5

    108  

Thereafter

    123  
    $ 16,847  

 

Each advance is payable based upon the terms of agreement, with a prepayment penalty. No prepayment penalties were incurred during 2017 or 2016. The advances are collateralized by first mortgage residential loans. In September 2017, the FHLB notified the Bank of an upgrade to its collateral reporting status from physical delivery status to blanket summary status whereby the FHLB determines borrowing capacity from the eligible book value of qualifying residential loans pledged rather than the discounted market value of loans delivered to physical custody. At September 30, 2017, our additional borrowing capacity with the FHLB was $74.8 million.

 

Note 7 – Senior Debt

 

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

 

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

 

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

 

22

 

 

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 that an entity has the ability to access as of the measurement date, or observable inputs.

 

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

 

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

 

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.

 

23

 

 

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 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 staff from our special assets group as well as external realtors and appraisers. Based on these consultations, we determine asking prices for OREO properties we are marketing for sale. If the internally evaluated fair value or asking price 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 evaluate the latest in-file appraisal in connection with the transfer to other real estate owned. We generally obtain updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent. When an asking price is lowered below the most recent appraised value, appropriate write-downs are taken.

 

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.

 

24

 

 

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

 

           

Fair Value Measurements at September 30, 2017 Using

 
           

(in thousands)

 
           

Quoted Prices In

           

Significant

 
           

Active Markets for

   

Significant Other

   

Unobservable

 
   

Carrying

   

Identical Assets

   

Observable Inputs

   

Inputs

 

Description

 

Value

   

(Level 1)

   

(Level 2)

   

(Level 3)

 

Available for sale securities

                               

U.S. Government and federal agency

  $ 29,708     $     $ 29,708     $  

Agency mortgage-backed: residential

    91,735             91,735        

Collateralized loan obligations

    23,526             23,526        

State and municipal

    1,661             1,661        

Corporate bonds

    3,167             3,167        

Total

  $ 149,797     $     $ 149,797     $  

 

 

           

Fair Value Measurements at December 31, 2016 Using

 
           

(in thousands)

 

Description

 

Carrying

Value

   

Quoted Prices In

Active Markets for

Identical Assets

(Level 1)

   

Significant Other

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 

Available for sale securities

                               

U.S. Government and federal agency

  $ 34,099     $     $ 34,099     $  

Agency mortgage-backed: residential

    102,353             102,353        

Collateralized loan obligations

    11,203             11,203        

State and municipal

    2,045             2,045        

Corporate bonds

    3,090             3,090        

Total

  $ 152,790     $     $ 152,790     $  

 

 

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

 

25

 

 

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

 

           

Fair Value Measurements at September 30, 2017 Using

 
           

(in thousands)

 
      

Carrying

Value

 

   

Quoted Prices In

Active Markets for

Identical Assets

(Level 1)

   

 

Significant Other

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
                                 
   

 

                         

Description

                               

Impaired loans:

                               

Commercial

  $ 87     $     $     $ 87  

Commercial real estate:

                               

Construction

                       

Farmland

                       

Nonfarm nonresidential

                       

Residential real estate:

                               

Multi-family

                       

1-4 Family

    1,236                   1,236  

Consumer

                       

Agriculture

                       

Other

                       

Other real estate owned:

                               

Commercial real estate:

                               

Construction, land development, and other land

    6,200                   6,200  

Farmland

    74                   74  

Nonfarm nonresidential

                       

Residential real estate:

                               

Multi-family

                       

1-4 Family

    56                   56  

 

           

Fair Value Measurements at December 31, 2016 Using

 
           

(in thousands)

 
       

Carrying

Value

   

Quoted Prices In

Active Markets for

Identical Assets

(Level 1)

   

 

Significant Other

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

 
                                 
   

 

                         

Description

                               

Impaired loans:

                               

Commercial

  $ 87     $     $     $ 87  

Commercial real estate:

                               

Construction

                       

Farmland

    585                   585  

Nonfarm nonresidential

                       

Residential real estate:

                               

Multi-family

                       

1-4 Family

    1,261                   1,261  

Consumer

                       

Agriculture

    59                   59  

Other

                       

Other real estate owned:

                               

Commercial real estate:

                               

Construction, land development, and other land

    6,571                   6,571  

Farmland

                       

Nonfarm nonresidential

                       

Residential real estate:

                               

Multi-family

                       

1-4 Family

    250                   250  

 

 

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

 

OREO, which is measured at the lower of carrying or fair value less costs to sell, had a net carrying amount of $6.3 million as of September 30, 2017, compared with $6.8 million at December 31, 2016. Write-downs of $98,000 were recorded on OREO for the three and nine months ended September 30, 2017, compared to write-downs of $761,000 and $1.6 million for the three and nine months ended September 30, 2016, respectively.

 

26

 

 

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 September 30, 2017:

 

   

Fair Value

 

Valuation

Technique(s)

 

Unobservable Input(s)

 

Range (Weighted

Average)

 
   

(in thousands)

                   
                           

Impaired loans – Residential real estate

  $ 1,236  

Sales comparison approach

 

Adjustment for differences between the comparable sales

  0% - 34% (11%)  
                           

Other real estate owned – Commercial real estate

  $ 6,274  

Sales comparison approach

 

Adjustment for differences between the comparable sales

  0% - 11% (5%)  
                           
          Income approach   Discount or capitalization rate     18%   (18%)  

 

 

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, 2016:

 

   

Fair Value

 

Valuation

Technique(s)

 

Unobservable Input(s)

 

Range (Weighted

Average)

   
   

(in thousands)

                   
                           

Impaired loans – Residential real estate

  $ 1,261  

Sales comparison approach

 

Adjustment for differences between the comparable sales

  0% - 22% (9%)  
                           

Other real estate owned – Commercial real estate

  $ 6,571  

Sales comparison approach

 

Adjustment for differences between the comparable sales

   0% - 20% (9%)  
                           
          Income approach   Discount or capitalization rate   18% - 20% (19%)  

 

 

 

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

 

           

Fair Value Measurements at September 30, 2017 Using

 
   

Carrying

Amount

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(in thousands)

 

Financial assets

                                       

Cash and cash equivalents

  $ 47,369     $ 27,815     $ 19,554     $     $ 47,369  

Securities available for sale

    149,797             149,797             149,797  

Securities held to maturity

    41,424             43,397             43,397  

Federal Home Loan Bank stock

    7,323       N/A       N/A       N/A       N/A  

Loans, net

    673,534                   673,616       673,616  

Accrued interest receivable

    3,285             1,137       2,148       3,285  

Financial liabilities

                                       

Deposits

  $ 866,847     $ 133,896     $ 719,827     $     $ 853,723  

Federal Home Loan Bank advances

    16,847             16,865             16,865  

Subordinated capital note

    2,475                   2,458       2,458  

Junior subordinated debentures

    21,000                   19,087       19,087  

Senior debt

    10,000                   10,000       10,000  

Accrued interest payable

    1,284             366       918       1,284  

 

27

 

 

           

Fair Value Measurements at December 31, 2016 Using

 
   

Carrying

Amount

   

Level 1

   

Level 2

   

Level 3

   

Total

 
   

(in thousands)

 

Financial assets

                                       

Cash and cash equivalents

  $ 66,316     $ 31,091     $ 35,225     $     $ 66,316  

Securities available for sale

    152,790             152,790             152,790  

Securities held to maturity

    41,818             43,072             43,072  

Federal Home Loan Bank stock

    7,323       N/A       N/A       N/A       N/A  

Loans, net

    630,269                   632,528       632,528  

Accrued interest receivable

    3,137             1,203       1,934       3,137  

Financial liabilities

                                       

Deposits

  $ 849,925     $ 124,395     $ 712,458     $     $ 836,853  

Federal Home Loan Bank advances

    22,458             22,475             22,475  

Subordinated capital note

    3,150                   3,091       3,091  

Junior subordinated debentures

    21,000                   13,263       13,263  

Accrued interest payable

    734             369       365       734  

 

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) 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. 

 

(e) 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, junior subordinated debentures, and senior debt 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.

 

(f) 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.

 

28

 

 

Note 9 – Income Taxes

 

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

 

   

September

30,

   

December

31,

 
   

2017

   

2016

 
   

(in thousands)

 

Deferred tax assets:

               

Net operating loss carry-forward

  $ 43,515     $ 42,094  

Allowance for loan losses

    3,142       3,139  

Other real estate owned write-down

    3,401       3,366  

Alternative minimum tax credit carry-forward

    692       692  

Net assets from acquisitions

    617       674  

Net unrealized loss on securities

    209       867  

New market tax credit carry-forward

    208       208  

Nonaccrual loan interest

    477       481  

Accrued expenses

    193       3,860  

Deferred compensation

    463       465  

Other

    394       360  
      53,311       56,206  
                 

Deferred tax liabilities:

               

FHLB stock dividends

    928       928  

Fixed assets

    70       89  

Deferred loan costs

    266       274  

Other

    145       866  
      1,409       2,157  

Net deferred tax assets before valuation allowance

    51,902       54,049  

Valuation allowance

    (51,902

)

    (54,049

)

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 September 30, 2017.

 

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 or nine months ended September 30, 2017 or September 30, 2016 related to unrecognized tax benefits.

 

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

 

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.

 

29

 

 

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.

 

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 2014.

 

Note 10 – Stock Plans and Stock Based Compensation

 

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

 

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

 

The fair value of the 2017 unvested shares issued was $365,000, or $9.64 per weighted-average share. The Company recorded $129,000 and $271,000 of stock-based compensation to salaries and employee benefits for the three and nine months ended September 30, 2017, respectively, and $148,000 and $315,000 for the three and nine months ended September 30, 2016, respectively. We expect substantially all of the unvested shares outstanding at the end of the period to 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:

 

   

Nine Months Ended

   

Twelve Months Ended

 
   

September 30, 2017

   

December 31, 2016

 
           

Weighted

           

Weighted

 
           

Average

           

Average

 
           

Grant

           

Grant

 
   

Shares

   

Price

   

Shares

   

Price

 

Outstanding, beginning

    179,513     $ 4.89       184,482     $ 4.81  

Granted

    37,865       9.64       35,465       9.10  

Vested

    (58,650

)

    4.67       (38,462

)

    8.32  

Forfeited

    (1,316

)

    9.35       (1,972

)

    6.16  

Outstanding, ending

    157,412     $ 6.08       179,513     $ 4.89  

 

 

Unrecognized stock based compensation expense related to unvested shares for the remainder of 2017 and beyond is estimated as follows (in thousands):

 

October 2017 – December 2017

  $ 129  

2018

    258  

2019

    99  

2020 & thereafter

    25  

 

30

 

 

Note 11 – Earnings per Share

 

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

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(in thousands, except share and per share data)

 
                                 

Net income

  $ 1,794     $ 1,393     $ 5,183     $ 3,885  

Less:

                               

Earnings allocated to unvested shares

    45       46       133       129  

Net income available to common shareholders, basic and diluted

  $ 1,749     $ 1,347     $ 5,050     $ 3,756  
                                 

Basic

                               

Weighted average common shares including unvested common shares outstanding

    6,259,864       6,223,045       6,245,418       5,897,617  

Less:

                               

Weighted average unvested common shares

    157,412       206,829       160,825       195,412  

Weighted average common shares outstanding

    6,102,452       6,016,216       6,084,593       5,702,205  

Basic income per common share

  $ 0.29     $ 0.22     $ 0.83     $ 0.66  
                                 

Diluted

                               

Add: Dilutive effects of assumed exercises of common stock warrants

                       

Weighted average common shares and potential common shares

    6,102,452       6,016,216       6,084,593       5,702,205  

Diluted income per common share

  $ 0.29     $ 0.22     $ 0.83     $ 0.66  

 

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

 

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 the requirements being phased in over a multi-year schedule through January 1, 2019. The final rules allowed banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company and the Bank opted out of this requirement. The rules also establish a “capital conservation buffer” of 2.5% above the regulatory minimum risk-based capital ratios. Once the capital conservation buffer is fully phased in, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0%, a Tier 1 risk-based capital ratio of 8.5%, and a total risk-based capital ratio of 10.5%. The phase-in of the capital conservation buffer requirement began in January 2016 at 0.625% of risk-weighted assets with increases to 1.25% in 2017, 1.875% in 2018, and 2.5% in 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.

 

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

 

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

 

31

 

 

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

 

  

 

Actual

 

 

Minimum Requirement for Capital Adequacy Purposes

 

 

Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total risk-based capital (to risk-weighted assets)

                                               

       Consolidated

 

$

76,402

     

10.05

%

 

$

60,833

     

8.00

%

   

N/A

     

N/A

 

       Bank

   

84,299

     

11.10

     

60,761

     

8.00

   

$

75,951

     

10.00

%

   Total common equity Tier 1 risk-based capital (to risk-weighted assets)

                                               

       Consolidated

   

41,719

     

5.49

     

34,219

     

4.50

     

N/A

     

N/A

 

       Bank

   

73,387

     

9.66

     

34,178

     

4.50

     

49,368

     

6.50

 

   Tier 1 capital (to risk-weighted assets)

                                               

       Consolidated

   

55,613

     

7.31

     

45,625

     

6.00

     

N/A

     

N/A

 

       Bank

   

73,387

     

9.66

     

45,571

     

6.00

     

60,761

     

8.00

 

   Tier 1 capital (to average assets)

                                               

       Consolidated

   

55,613

     

5.85

     

38,056

     

4.00

     

N/A

     

N/A

 

       Bank

   

73,387

     

7.73

     

37,986

     

4.00

     

47,482

     

5.00

 

 

  

 

Actual

 

 

Minimum Requirement for Capital Adequacy Purposes

 

 

Minimum Requirement to be Well Capitalized Under Prompt Corrective Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

As of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total risk-based capital (to risk-weighted assets)

                                               

       Consolidated

 

$

71,109

     

10.21

%

 

$

55,714

     

8.00

%

   

N/A

     

N/A

 

       Bank

   

68,773

     

9.88

     

55,663

     

8.00

   

$

69,579

     

10.00

%

   Total common equity Tier 1 risk-based capital (to risk-weighted assets)

                                               

       Consolidated

   

36,199

     

5.20

     

31,339

     

4.50

     

N/A

     

N/A

 

       Bank

   

57,642

     

8.28

     

31,311

     

4.50

     

45,226

     

6.50

 

   Tier 1 capital (to risk-weighted assets)

                                               

       Consolidated

   

48,713

     

6.99

     

41,786

     

6.00

     

N/A

     

N/A

 

       Bank

   

57,642

     

8.28

     

41,747

     

6.00

     

55,663

     

8.00

 

   Tier 1 capital (to average assets)

                                               

       Consolidated

   

48,713

     

5.27

     

36,975

     

4.00

     

N/A

     

N/A

 

       Bank

   

57,642

     

6.24

     

36,949

     

4.00

     

46,186

     

5.00

 

 

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

 

32

 

 

Kentucky banking laws limit the dividends that may be paid to a holding company by its subsidiary banks without prior approval. 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. In addition, a bank must have positive retained earnings.

 

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

 

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

 

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

 

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

 

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

 

   

September 30, 2017

   

December 31, 2016

 
   

Fixed

Rate

   

Variable

Rate

   

Fixed

Rate

   

Variable

Rate

 
   

(in thousands)

 

Commitments to make loans

  $ 32,645     $ 30,764     $ 19,445     $ 18,347  

Unused lines of credit

    7,252       58,107       7,935       51,407  

Standby letters of credit

    527       372       582       360  

 

 

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

 

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

 

On October 17, 2014, the United States Department of Justice (the “DOJ”) notified the Bank that it was the subject of an investigation into possible violations of federal laws, including, among other things, possible violations related to false bank entries, bank fraud and securities fraud. The investigation concerns allegations that Bank personnel engaged in practices intended to delay or avoid disclosure of the Bank’s asset quality at the time of and following the United States Treasury’s purchase of preferred shares from the Company in November 2008. The Bank has cooperated with all requests for information from the DOJ. At this time, the DOJ has not indicated whether it intends to pursue any action in the matter.

 

33

 

 

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

 

This item analyzes our 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 future expectations, actions and events that constitute forward-looking statements. Forward-looking statements express our beliefs, assumptions and expectations about 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:

 

 

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 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.

 

We also refer you to Part II, Item 1A – Risk Factors in this report and to the risks identified and the cautionary statements discussed in greater detail in our December 31, 2016 Annual Report on Form 10-K.

 

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 and 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. We operate PBI Bank (“the Bank”), our wholly owned subsidiary and the fourteenth 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 September 30, 2017, we had total assets of $963.0 million, total loans of $682.5 million, total deposits of $866.8 million and stockholders’ equity of $40.1 million.

 

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

 

34

 

 

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

 

We note the following significant items for the nine months ended September 30, 2017:

 

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

 

 

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

 

 

Net interest margin decreased three basis points to 3.44% in the third quarter of 2017 compared to 3.47% in the third quarter of 2016. The cost of interest bearing liabilities increased seven basis points to 0.85% in the third quarter of 2017 compared to 0.78% in the third quarter of 2016. Net interest margin increased two basis points to 3.47% in the first nine months of 2017 compared with 3.45% in the first nine months of 2016. The cost of interest bearing liabilities increased two basis points to 0.81% in the first nine months of 2017 compared with 0.79% in the first nine months of 2016.

 

 

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

 

 

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

 

 

Loans past due 30-59 days decreased from $2.3 million at December 31, 2016 to $872,000 at September 30, 2017, and loans past due 60-89 days increased from $315,000 at December 31, 2016 to $612,000 at September 30, 2017. Total loans past due and nonaccrual loans decreased to $7.3 million at September 30, 2017, from $11.8 million at December 31, 2016.

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

Deposits increased 2.0% to $866.8 million at September 30, 2017, compared with $849.9 million at December 31, 2016. Noninterest-bearing demand deposits increased 7.6% from $124.4 million at December 31, 206 to $133.9 million at September 30, 2017. Certificate of deposit balances increased $938,000 during the first nine months of 2017 to $446.6 million at September 30, 2017, from $444.6 million at December 31, 2016. Money market deposits increased 10.1% at September 30, 2017 compared with December 31, 2016.

 

35

 

 

 

On June 30, 2017, the Company entered into a $10.0 million senior secured loan agreement with a commercial bank. The loan matures on June 30, 2022. Interest is payable quarterly at a rate of three-month LIBOR plus 250 basis points through June 30, 2020, at which time quarterly principal payments of $250,000 plus interest will commence. The loan is secured by a first priority pledge of 100% of the issued and outstanding stock of the Bank. The Company may prepay any amount due under the promissory note at any time without premium or penalty. The Company contributed $9.0 million of the borrowing proceeds to the Bank as common equity Tier 1 capital. The remaining $1.0 million of the borrowing proceeds was retained by the lender in escrow to service quarterly interest payments. At September 30, 2017, the escrow account had a balance of $903,000.

 

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, 2016. Management has discussed the development, selection, and application of our critical accounting policies with our Audit Committee. During the first nine months of 2017, there were no material changes in the critical accounting policies and assumptions.

 

Results of Operations

 

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

 

   

For the Three Months

   

Change from

 
   

Ended September 30,

   

Prior Period

 
   

2017

   

2016

   

Amount

   

Percent

 
   

(dollars in thousands)

 
                                 

Gross interest income

  $ 9,446     $ 8,931     $ 515       5.8

%

Gross interest expense

    1,659       1,473       186       12.6  

Net interest income

    7,787       7,458       329       4.4  

Provision (negative provision) for loan losses

          (750

)

    750       100.0  

Non-interest income

    1,182       1,105       77       7.0  

Non-interest expense

    7,175       7,920       (745

)

    (9.4

)

Net income before taxes

    1,794       1,393       401       28.8  

Income tax expense

                       

Net income

    1,794       1,393       401       28.8  

 

Net income for the three months ended September 30, 2017 totaled $1.8 million, compared with $1.4 million for the comparable period of 2016. Net interest income increased $329,000 from the 2016 third quarter as a result of an increase in earning assets. Average earning assets increased from $864.3 million for the third quarter of 2016 to $907.7 for the third quarter of 2017. While net interest income increased, net interest margin decreased three basis points to 3.44% in the third quarter of 2017 compared with 3.47% for the comparable period of 2016. The decrease in margin between periods was due to an increase in the cost of interest bearing liabilities from 0.78% in the third quarter of 2016 to 0.85% in the third quarter of 2017.

 

The third quarter of 2016 benefited from a $750,000 negative loan loss provision. There was no loan loss provisioning in the third quarter of 2017. Non-interest income increased by $77,000 to $1.2 million from $1.1 million in the third quarter of 2016 primarily due to an increase in service charges in deposit accounts of $48,000. Non-interest expense decreased from $7.9 million in the third quarter of 2016 to $7.2 million in the third quarter of 2017 primarily due to decreased salaries and employee benefits expense of $262,000, a $211,000 decline in OREO expense, a $144,000 decline in loan collection and litigation expense, and a $142,000 decline in professional fees.

 

36

 

 

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

 

   

For the Nine Months

   

Change from

 
   

Ended September 30,

   

Prior Period

 
   

2017

   

2016

   

Amount

   

Percent

 
   

(dollars in thousands)

 
                                 

Gross interest income

  $ 27,805     $ 26,821     $ 984       3.7

%

Gross interest expense

    4,689       4,516       173       3.8  

Net interest income

    23,116       22,305       811       3.6  

Provision (negative provision) for loan losses

          (1,900

)

    1,900       100.0  

Non-interest income

    3,357       3,648       (291

)

    (8.0

)

Non-interest expense

    21,290       23,947       (2,657

)

    (11.1

)

Net income before taxes

    5,183       3,906       1,277       32.7  

Income tax expense

          21       (21

)

    (100.0

)

Net income

    5,183       3,885       1,298       33.4  

 

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

 

The nine months ended September 30, 2016 benefited from a $1.9 million negative loan loss provision. There was no loan loss provisioning in the first nine months of 2017. Non-interest income decreased by $291,000 to $3.4 million from $3.6 million in the first nine months of 2016 primarily due to a decrease in OREO income of $451,000 and a $192,000 decrease in gains on sales of securities. This was partially offset by an increase in service charges on deposit accounts of $195,000 and an increase in bank card interchange fees of $76,000. Non-interest expense decreased from $23.9 million in the first nine months of 2016 to $21.3 million in the first nine months of 2017 primarily due to a decrease in OREO expense of $1.2 million, a $475,000 decline in professional fees, a $454,000 decline in litigation and loan collection expense, and a $403,000 decline in FDIC insurance.

 

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

 

Average loans receivable increased approximately $43.5 million for the third quarter of 2017 compared with the third quarter of 2016. This resulted in an increase in interest revenue volume of approximately $525,000 which was offset by a decrease in interest income driven by interest rate decreases aggregating $203,000 for the quarter ended September 30, 2017, compared with the third quarter of 2016. Interest foregone on non-accrual loans totaled $105,000 for the third quarter of 2017, compared with $180,000 for the third quarter of 2016.

 

Net interest margin decreased three basis points from our margin of 3.47% in the prior year third quarter to 3.44% for the third quarter of 2017. The yield on earning assets increased one basis point and rates paid on interest-bearing liabilities increased seven basis point from the third quarter of 2016.

 

Net interest income was $23.1 million for the nine months ended September 30, 2017, an increase of $811,000, or 3.6%, compared with $22.3 million for the same period in 2016. Net interest spread and margin were 3.36% and 3.47%, respectively, for the first nine months of 2017, compared with 3.35% and 3.45%, respectively, for the first nine months of 2016. Net average non-accrual loans were $7.5 million and $12.0 million for the first nine months of 2017 and 2016, respectively. Cost of interest-bearing liabilities was 0.81% for the first nine months of 2017 compared to 0.79% for the first nine months of 2016.

 

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

 

Net interest margin increased two basis points to 3.47% for the first nine months of 2017 from our margin of 3.45% in the first nine months of 2016. The yield on earning assets increased three basis points for the first nine months of 2017 from the first nine months of 2016, compared with an increase of two basis points in rates paid on interest-bearing liabilities.

 

37

 

 

Average Balance Sheets

 

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

 

   

Three Months Ended September 30,

 
   

2017

   

2016

 
   

Average

Balance

   

Interest

Earned/Paid

   

Average

Yield/Cost

   

Average

Balance

   

Interest

Earned/Paid

   

Average

Yield/Cost

 
   

(dollars in thousands)

 
                                                 

Interest-earning assets:

                                               

Loan receivables (1)(2)

  $ 669,592     $ 8,021       4.75

%

  $ 626,095     $ 7,699       4.89

%

Securities

                                               

Taxable

    174,776       1,088       2.47       160,130       956       2.38  

Tax-exempt (3)

    19,547       143       4.47       20,779       153       4.51  

FHLB stock

    7,323       95       5.15       7,323       72       3.91  

Federal funds sold and other

    36,485       99       1.08       49,980       51       0.41  

Total interest-earning assets

    907,723       9,446       4.16

%

    864,307       8,931       4.15

%

Less: Allowance for loan losses

    (8,964

)

                    (10,135

)

               

Non-interest earning assets

    52,928                       63,453                  

Total assets

  $ 951,687                     $ 917,625                  
                                                 

LIABILITIES AND STOCKHOLDERS EQUITY

                                               

Interest-bearing liabilities:

                                               

Certificates of deposit and other time deposits

  $ 451,948     $ 1,059       0.93

%

  $ 455,840     $ 1,009       0.88

%

NOW and money market deposits

    253,699       250       0.39       231,601       238       0.41  

Savings accounts

    35,904       15       0.17       33,874       15       0.18  

FHLB advances

    2,350       13       2.19       2,672       17       2.53  

Junior subordinated debentures

    23,696       225       3.77       24,598       194       3.14  

Senior debt

    10,000       97       3.85                    

Total interest-bearing liabilities

    777,597       1,659       0.85

%

    748,585       1,473       0.78

%

                                                 

Non-interest-bearing liabilities:

                                               

Non-interest-bearing deposits

    129,072                       118,611                  

Other liabilities

    5,859                       8,259                  

Total liabilities

    912,528                       875,455                  

Stockholders’ equity

    39,159                       42,170                  

Total liabilities and stockholders’ equity

  $ 951,687                     $ 917,625                  
                                                 

Net interest income

          $ 7,787                     $ 7,458          
                                                 

Net interest spread

                    3.31

%

                    3.37

%

Net interest margin

                    3.44

%

                    3.47

%

 


(1)

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

(2)

Calculations include non-accruing loans averaging $6.2 million and $11.0 million, respectively, in average loan amounts outstanding.

(3)

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

 

38

 

 

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

 

   

Nine Months Ended September 30,

 
   

2017

   

2016

 
   

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)

  $ 657,980     $ 23,493       4.77

%

  $ 621,824     $ 23,036       4.95

%

Securities

                                               

Taxable

    175,838       3,370       2.56       161,232       2,895       2.40  

Tax-exempt (3)

    19,805       432       4.49       21,355       475       4.57  

FHLB stock

    7,323       264       4.82       7,323       219       3.99  

Federal funds sold and other

    38,913       246       0.85       62,451       196       0.42  

Total interest-earning assets

    899,859       27,805       4.17

%

    874,185       26,821       4.14

%

Less: Allowance for loan losses

    (8,950

)

                    (11,138

)

               

Non-interest earning assets

    52,904                       67,241                  

Total assets

  $ 943,813                     $ 930,288                  
                                                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                               

Interest-bearing liabilities:

                                               

Certificates of deposit and other time deposits

  $ 458,732     $ 3,149       0.92

%

  $ 471,530     $ 3,108       0.88

%

NOW and money market deposits

    244,521       683       0.37       231,213       696       0.40  

Savings accounts

    35,650       45       0.17       34,460       46       0.18  

FHLB advances

    6,594       64       1.30       2,827       54       2.55  

Junior subordinated debentures

    23,920       651       3.64       24,822       612       3.29  

Senior debt

    3,407       97       3.81                    

Total interest-bearing liabilities

    772,824       4,689       0.81

%

    764,852       4,516       0.79

%

                                                 

Non-interest-bearing liabilities:

                                               

Non-interest-bearing deposits

    125,932                       117,377                  

Other liabilities

    8,401                       9,735                  

Total liabilities

    907,157                       891,964                  

Stockholders’ equity

    36,656                       38,324                  

Total liabilities and stockholders’ equity

  $ 943,813                     $ 930,288                  
                                                 

Net interest income

          $ 23,116                     $ 22,305          
                                                 

Net interest spread

                    3.36

%

                    3.35

%

                                                 

Net interest margin

                    3.47

%

                    3.45

%

 


(1)

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

(2)

Calculations include non-accruing loans averaging $7.5 million and $12.0 million, respectively, in average loan amounts outstanding.

(3)

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

 

39

 

 

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 September 30,

2017 vs. 2016

   

Nine Months Ended September 30,

2017 vs. 2016

 
   

Increase (decrease)

due to change in

   

Increase (decrease)

due to change in

 
   

Rate

   

Volume

   

Net

Change

   

Rate

   

Volume

   

Net

Change

 
   

(in thousands)

 

Interest-earning assets:

                                               

Loan receivables

  $ (203

)

  $ 525     $ 322     $ (852

)

  $ 1,309     $ 457  

Securities

    38       84       122       184       248       432  

FHLB stock

    23             23       45             45  

Federal funds sold and other

    65       (17

)

    48       144       (94

)

    50  

Total increase (decrease) in interest income

    (77

)

    592       515       (479

)

    1,463       984  
                                                 

Interest-bearing liabilities:

                                               

Certificates of deposit and other time deposits

    59       (9

)

    50       127       (86

)

    41  

NOW and money market accounts

    (10

)

    22       12       (52

)

    39       (13

)

Savings accounts

    (1

)

    1             (3

)

    2       (1

)

FHLB advances

    (2

)

    (2

)

    (4

)

    (37

)

    47       10  

Junior subordinated debentures

    38       (7

)

    31       62       (23

)

    39  

Senior debt

          97       97             97       97  

Total increase (decrease) in interest expense

    84       102       186       97       76       173  

Increase (decrease) in net interest income

  $ (161

)

  $ 490     $ 329     $ (576

)

  $ 1,387     $ 811  

 

 

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

 

   

For the Three Months

   

For the Nine Months

 
   

Ended September 30,

   

Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(dollars in thousands)

 
                                 

Service charges on deposit accounts

  $ 568     $ 520     $ 1,617     $ 1,422  

Bank card interchange fees

    245       214       713       637  

Other real estate owned rental income

          46             451  

Bank owned life insurance income

    103       101       309       316  

Net gain (loss) on sales and calls of securities

          (16

)

    (5

)

    187  

Other

    266       240       723       635  

Total non-interest income

  $ 1,182     $ 1,105     $ 3,357     $ 3,648  

 

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

 

40

 

 

Non-interest ExpenseThe following table presents the major categories of non-interest expense for the three and nine months ended September 30, 2017 and 2016:

 

   

For the Three Months

   

For the Nine Months

 
   

Ended September 30,

   

Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(dollars in thousands)

 
                                 

Salary and employee benefits

  $ 3,683     $ 3,945     $ 11,433     $ 11,624  

Occupancy and equipment

    836       842       2,501       2,504  

Professional fees

    232       374       776       1,251  

Marketing expense

    364       289       880       706  

FDIC insurance

    356       442       1,055       1,458  

Data processing expense

    321       295       931       887  

State franchise and deposit tax

    225       255       675       765  

Other real estate owned expense

    111       322       92       1,284  

Litigation and loan collection expense

    78       222       121       575  

Other

    969       934       2,826       2,893  

Total non-interest expense

  $ 7,175     $ 7,920     $ 21,290     $ 23,947  

 

Non-interest expense for the third quarter ended September 30, 2017 decreased $745,000, or 9.4%, compared with the third quarter of 2016. This decrease was primarily due to a decrease in salary and employee benefits expense of $262,000, a $211,000 decrease in OREO expense as the OREO portfolio was significantly reduced, a $144,000 decline in loan collection and litigation expenses, and a $142,000 decline in professional fees. For the nine months ended September 30, 2017, non-interest expense decreased $2.7 million, or 11.1% to $21.3 million compared with $23.9 million for the first nine months of 2016. The decreases in non-interest expense for the nine months ended September 30, 2017 were primarily attributable to decreased OREO expenses of $1.2 million due to the smaller OREO portfolio. The improvement was also attributable to a reduction in professional fees of $475,000, a decrease of $454,000 in litigation and loan collection expense, and a reduction in FDIC insurance of $403,000.

  

 

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

   

For the Nine Months

 
   

Ended September 30,

   

Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(dollars in thousands)

 
                                 

Federal statutory rate times financial statement income

  $ 628     $ 487     $ 1,814     $ 1,367  

Effect of:

                               

Valuation allowance

    (551

)

    (465

)

    (1,488

)

    (1,197

)

Tax-exempt income

    (50

)

    (52

)

    (147

)

    (161

)

Non-taxable life insurance income

    (36

)

    (35

)

    (108

)

    (110

)

Restricted stock vesting

                (98

)

     

Other, net

    9       65       27       122  

Total

  $     $     $     $ 21  

 

 

Analysis of Financial Condition

 

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

 

Deferred Tax Asset Valuation Allowance The Company has a net deferred tax asset of $51.9 million subject to a full valuation allowance at September 30, 2017. Our ability to utilize deferred tax assets depends upon generating sufficient future levels of taxable income. The determination to restore a deferred tax asset and eliminate a valuation allowance depends upon the evaluation of both positive and negative evidence regarding the likelihood of achieving sufficient future taxable income levels. A key element of the evaluation is the achievement of pre-tax net income rather than pre-tax net loss on a cumulative basis for the trailing three-year period. At September 30, 2017, our trailing three-year cumulative pre-tax net loss had declined to $762,000. We continue to monitor and evaluate the positive and negative evidence and will reverse the valuation allowance when we determine it is more-likely-than-not the asset will be utilized to reduce future taxes payable related to the future taxable income of the Company.

 

41

 

 

Loans ReceivableLoans receivable increased $43.3 million, or 6.8%, during the nine months ended September 30, 2017 to $682.5 million as loan growth outpaced paydowns. Our commercial and commercial real estate portfolios increased by an aggregate of $43.8 million, or 12.3% during the first nine months of 2017 and comprised 58.4% of the loan portfolio at September 30, 2017.

 

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

 

   

As of September 30,

   

As of December 31,

 
   

2017

   

2016

 
   

Amount

   

Percent

   

Amount

   

Percent

 
           

(dollars in thousands)

         
                                 

Commercial

  $ 107,616       15.77

%

  $ 97,761       15.29

%

Commercial Real Estate

                               

Construction

    44,956       6.59       36,330       5.68  

Farmland

    88,370       12.95       71,507       11.19  

Nonfarm nonresidential

    157,956       23.14       149,546       23.39  

Residential Real Estate

                               

Multi-family

    55,684       8.16       48,197       7.54  

1-4 Family

    173,213       25.38       188,092       29.42  

Consumer

    8,474       1.24       9,818       1.54  

Agriculture

    45,675       6.69       37,508       5.87  

Other

    567       0.08       477       0.08  

Total loans

  $ 682,511       100.00

%

  $ 639,236       100.00

%

 

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

 

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

 

    September 30, 2017     December 31, 2016  
   

Loans

   

% to

Total

   

 

 

Loans

   

 

% to

Total

 
   

(dollars in thousands)

 
                                 

Pass

  $ 633,203       92.8

%

  $ 586,430       91.7

%

Watch

    35,167       5.1       30,431       4.8  

Special Mention

    598       0.1       497       0.1  

Substandard

    13,543       2.0       21,878       3.4  

Doubtful

                       

Total

  $ 682,511       100.0

%

  $ 639,236       100.0

%

 

Our loans receivable have increased $43.3 million, or 6.8%, during the nine months ended September 30, 2017. The pass loan category increased approximately $46.8 million, the watch category increased approximately $4.7 million, the special mention category increased approximately $101,000, and the substandard category declined approximately $8.3 million. The $8.3 million decrease in loans classified as substandard was primarily driven by $5.8 million in principal payments received, $4.5 million in loans upgraded from substandard, $623,000 in charge-offs, and $270,000 in loans moved to OREO, offset by $2.8 million in loans moved to substandard during the first nine months of 2017.

 

42

 

 

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

 

   

September 30,

2017

   

December 31,

2016

 
    (in thousands)  

Past Due Loans:

               

30-59 Days

  $ 872     $ 2,302  

60-89 Days

    612       315  

90 Days and Over

           

Total Loans Past Due 30-90+ Days

    1,484       2,617  
                 

Nonaccrual Loans

    5,769       9,216  

Total Past Due and Nonaccrual Loans

  $ 7,253     $ 11,833  

 

During the nine months ended September 30, 2017, nonaccrual loans decreased by $3.4 million to $5.8 million. This decrease was due primarily to $4.5 million in paydowns and $528,000 in charge-offs, offset by $2.0 million in loans placed on nonaccrual status. During the nine months ended September 30, 2017, loans past due 30-59 days decreased from $2.3 million at December 31, 2016 to $872,000 at September 30, 2017. Loans past due 60-89 days increased from $315,000 at December 31, 2016 to $612,000 at September 30, 2017. This represents a $1.1 million decrease from December 31, 2016 to September 30, 2017, 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.

 

Non-Performing AssetsNon-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 September 30, 2017 and December 31, 2016.

 

   

September

30,

2017

   

December

31,

2016

 
   

(dollars in thousands)

 
                 

Loans past due 90 days or more still on accrual

  $     $  

Loans on nonaccrual status

    5,769       9,216  

Total non-performing loans

    5,769       9,216  

Real estate acquired through foreclosure

    6,330       6,821  

Other repossessed assets

           

Total non-performing assets

  $ 12,099     $ 16,037  
                 

Non-performing loans to total loans

    0.85

%

    1.44

%

Non-performing assets to total assets

    1.26

%

    1.70

%

Allowance for non-performing loans

  $ 288     $ 241  

Allowance for non-performing loans to non-performing loans

    4.99

%

    2.62

%

 

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

 

Troubled Debt Restructuring - A troubled debt restructuring (TDR) occurs when the Bank has agreed to a loan modification in the form of a concession to a borrower who is experiencing financial difficulty. The Bank’s TDRs typically involve a reduction in interest rate, a deferral of principal for a stated period of time, or an interest only period. All TDRs are considered impaired and the Bank allocates 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. If a borrower is unable to make contractual payments, we review the particular circumstances of that borrower’s situation and determine whether or not to negotiate a revised payment stream. Our goal when restructuring a credit is to afford the borrower a reasonable period to remedy the issue causing cash flow constraints within their business so that they may return to performing status over time.

 

Our loan modifications have taken the form of a 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 may 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. The majority of our restructured loans are collateral secured loans. If a borrower fails to perform under the modified terms, we place the loan(s) on nonaccrual status and initiate collection actions.

 

43

 

 

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 of the loan to be a troubled debt restructuring. Specifically, we consider a concession involving a modification of the loan terms, such as (i) a reduction of the stated interest rate, (ii) a reduction or deferral of principal, or (iii) a reduction or deferral of accrued interest at a stated interest rate lower than the current market rate for new debt with similar risk all to be troubled debt restructurings. When a modification of terms is made for a competitive reason, we do not consider it to be a troubled debt restructuring. A primary example of a competitive modification would be an interest rate reduction for a performing customer’s loan to a market rate as the result of a market decline in rates.

 

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

 

If the borrower fails to perform, we place the loan on nonaccrual status and seek to liquidate the underlying collateral. 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 is past due 90 days or more unless the assets are both well secured and in the process of collection. Changes in value for impairment, including the amount attributed to the passage of time, are recorded entirely within the provision for loan losses. Upon determination that a loan is collateral dependent, the loan is charged down to the fair value of collateral less estimated costs to sell.

 

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

 

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

 

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

 

   

September

30,

2017

   

December

31,

2016

 
   

(dollars in thousands)

 
                 

Total non-performing loans

  $ 5,769     $ 9,216  

TDRs on accrual

    1,226       5,350  

Total non-performing loans and TDRs on accrual

  $ 6,995     $ 14,566  

Real estate acquired through foreclosure

    6,330       6,821  

Other repossessed assets

           

Total non-performing assets and TDRs on accrual

  $ 13,325     $ 21,387  
                 

Total non-performing loans and TDRs on accrual to total loans

    1.02

%

    2.28

%

Total non-performing assets and TDRs on accrual to total assets

    1.38

%

    2.26

%

 

44

 

 

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

 

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

 

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

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

   

Year Ended

December 31,

 
   

2017

   

2016

   

2017

   

2016

    2016  
   

(in thousands)

 

Balance at beginning of period

  $ 8,885     $ 10,104     $ 8,967     $ 12,041     $ 12,041  
                                         

Loans charged-off:

                                       

Real estate

    57       363       570       1,658       2,157  

Commercial

    5       15       5       276       276  

Consumer

    5       21       30       56       178  

Agriculture

          5       95       13       18  

Other

          1             79        

Total charge-offs

    67       405       700       2,082       2,629  
                                         

Recoveries

                                       

Real estate

    112       381       561       894       1,189  

Commercial

    3       102       44       169       334  

Consumer

    25       23       69       216       368  

Agriculture

    16       1       25       86       114  

Other

    3       33       11       65        

Total recoveries

    159       540       710       1,430       2,005  

Net charge-offs (recoveries)

    (92

)

    (135

)

    (10

)

    652       624  

Provision (negative provision) for loan losses

          (750

)

          (1,900

)

    (2,450

)

Balance at end of period

  $ 8,977     $ 9,489     $ 8,977     $ 9,489     $ 8,967  
                                         

Allowance for loan losses to period-end loans

    1.32

%

    1.53

%

    1.32

%

    1.53

%

    1.40

%

Net charge-offs (recoveries) to average loans

    (0.05

 

 

)%

    (0.09 )%     0.00

%

    0.14

%

    0.10

%

Allowance for loan losses to non-performing loans

    155.61

%

    93.96

%

    155.61

%

    93.96

%

    97.30

%

                                         

Allowance for loan losses for loans individually evaluated for impairment

  $ 425     $ 339     $ 425     $ 339     $ 399  

Loans individually evaluated for impairment

    7,509       16,214       7,509       16,214       15,131  

Allowance for loan losses to loans individually evaluated for impairment

    5.66

%

    2.09

%

    5.66

%

    2.09

%

    2.64

%

                                         

Allowance for loan losses for loans collectively evaluated for impairment

  $ 8,552     $ 9,150     $ 8,552     $ 9,150     $ 8,568  

Loans collectively evaluated for impairment

    675,002       605,483       675,002       605,483       624,105  

Allowance for loan losses to loans collectively evaluated for impairment

    1.27

%

    1.51

%

    1.27

%

    1.51

%

    1.37

%

 

Our loan loss reserve, as a percentage of total loans at September 30, 2017, decreased to 1.32% from 1.40% at December 31, 2016 and from 1.53% at September 30, 2016. The change in our loan loss reserve as a percentage of total loans between periods is attributable to growth in the portfolio, historical loss experience, qualitative factors, fewer loans migrating downward in risk grade classifications and improved charge-off levels. Our allowance for loan losses to non-performing loans was 155.61% at September 30, 2017, compared with 97.30% at December 31, 2016, and 93.96% at September 30, 2016. Net recoveries for the first nine months of 2017 totaled $10,000 compared to net charge-offs of $652,000 for the first nine months of 2016.   

 

45

 

 

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

 

   

Nine Months

Ended

September 30,

2017

   

 

Year Ended

December 31,

2016

   

Year Ended

December 31,

2015

 
   

(in thousands)

 

Commercial

  $ (39

)

  $ (58

)

  $ (27

)

Commercial Real Estate

    (335

)

    (339

)

    1,225  

Residential Real Estate

    344       1,307       1,487  

Consumer

    (39

)

    (200

)

    37  

Agriculture

    70       (96

)

    110  

Other

    (11

)

    10       (9

)

Total net charge-offs (recoveries)

  $ (10

)

  $ 624     $ 2,823  

 

The majority of our nonperforming loans are secured by real estate collateral, and the underlying collateral coverage for nonperforming loans supports the likelihood of collection of our principal. We have 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 4.99% at September 30, 2017 compared with 2.62% at December 31, 2016, and 2.88% at September 30, 2016. The increase in this ratio from December 31, 2016 to September 30, 2017 was primarily attributable to an allocated allowance for an individually evaluated loan.

 

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

 

   

September 30, 2017

   

December 31, 2016

 
   

Commercial

Real Estate

   

Residential

Real Estate

   

Commercial

Real Estate

   

Residential

Real Estate

 
   

(in thousands)

 

Unpaid principal balance

  $ 4,849     $ 5,041     $ 10,985     $ 10,439  

Prior charge-offs

    (2,100

)

    (949

)

    (5,131

)

    (1,818

)

                                 

Recorded investment

    2,749       4,092       5,854       8,621  

Allocated allowance

    (26

)

    (386

)

    (35

)

    (350

)

                                 

Recorded investment, less allocated allowance

  $ 2,723     $ 3,706     $ 5,819     $ 8,271  
                                 

Recorded investment, less allocated allowance/ Unpaid principal balance

    56.16

%

    73.52

%

    52.97

%

    79.23

%

 

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 was 56.16% and 73.52% of the unpaid principal balance in the commercial real estate and residential real estate segments of the portfolio, respectively, at September 30, 2017.

 

46

 

 

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

 

   

September 30, 2017

   

December 31, 2016

 
   

Loans

   

Allowance

   

% to

Total

   

Loans

   

Allowance

   

% to

Total

 
                                                 

Commercial

  $ 107,008     $ 900       0.84

%

  $ 97,166     $ 462       0.48

%

Commercial real estate

    288,533       4,412       1.53       251,529       4,859       1.93  

Residential real estate

    224,805       2,830       1.26       227,668       3,076       1.35  

Consumer

    8,474       42       0.50       9,817       8       0.08  

Agriculture

    45,615       366       0.80       37,448       161       0.43  

Other

    567       2       0.35       477       2       0.42  

Total

  $ 675,002     $ 8,552       1.27

%

  $ 624,105     $ 8,568       1.37

%

 

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

 

Provision for Loan Losses No provision for loan losses was recorded for the first nine months of 2017, compared to a negative provision for loan losses of $1.9 million for the first nine months of 2016. No provision expense was recorded for the first nine months of 2017 due to declining historical loss rates, improvements in asset quality, growth in the portfolio, and management’s assessment of risk within the portfolio. Since December 31, 2016, the pass category increased approximately $46.8 million, the watch category increased approximately $4.7 million, the special mention category increased approximately $101,000, and the substandard category declined approximately $8.3 million. Net recoveries were $10,000 for the nine months ended September 30, 2017, compared with net charge-offs of $652,000 for the nine months ended September 30, 2016. 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 September 30, 2017 were $6.3 million compared with $6.8 million at December 31, 2016. See “Note 4 - Other Real Estate Owned,” of the notes to the financial statements. During the first nine months of 2017, we acquired $270,000 of OREO properties, and sold properties totaling approximately $738,000. 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. When OREO is acquired, we obtain a new appraisal of the subject property or have staff in our special assets group evaluate the latest in-file appraisal. We typically obtain updated appraisals within five quarters of the anniversary date of ownership unless a sale is imminent.

 

Net gain (loss) on sales, write-downs, and operating expenses for OREO totaled $92,000 for the nine months ended September 30, 2017, compared to net expenses of $1.3 million in the same period of 2016. During the nine months ended September 30, 2017, fair value write-downs of $98,000 were recorded to reflect declines in fair value driven by reductions in listing prices and new appraisals compared with $970,000 for the nine months ended September 30, 2016.

 

LiabilitiesTotal liabilities at September 30, 2017 were $922.9 million compared with $912.4 million at December 31, 2016, an increase of $10.5 million, or 1.1%. This increase was primarily attributable to an increase in total deposits of $16.9 million and the issuance of $10.0 million in senior debt, offset by a decrease in FHLB advances of $5.6 million and a decrease in accrued interest payable and other liabilities of $10.2 million due to payment of a litigation settlement.

 

47

 

 

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

 

   

For the Nine Months

   

For the Year

 
   

Ended September 30,

   

Ended December 31,

 
   

2017

   

2016

 
   

Average

   

Average

   

Average

   

Average

 
   

Balance

   

Rate

   

Balance

   

Rate

 
   

(dollars in thousands)

 

Demand

  $ 125,932             $ 119,736          

Interest checking

    102,744       0.13

%

    96,294       0.13

%

Money market

    141,777       0.55       136,423       0.58  

Savings

    35,650       0.17       34,257       0.18  

Certificates of deposit

    458,732       0.92       466,007       0.88  

Total deposits

  $ 864,835       0.60

%

  $ 852,717       0.60

%

 

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

 

   

For the Nine Months

   

For the Year

 
   

Ended September 30,

   

Ended December 31,

 
   

2017

   

2016

 
   

Average

   

Average

   

Average

   

Average

 
   

Balance

   

Rate

   

Balance

   

Rate

 
   

(dollars in thousands)

 

Less than $250,000

  $ 425,828       0.91

%

  $ 437,955       0.88

%

$250,000 or more

    32,904       0.99

%

    28,052       0.97

%

Total

  $ 458,732       0.92

%

  $ 466,007       0.88

%

 

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

  

Maturity Period

 
         

Three months or less

  $ 5,227  

Three months through six months

    5,264  

Six months through twelve months

    3,026  

Over twelve months

    19,567  

Total

  $ 33,084  

 

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 several 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.

 

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

 

We also have available on an unsecured 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.

 

48

 

 

Historically, we have also utilized brokered and wholesale deposits to supplement our funding strategy. At September 30, 2017, we had no brokered deposits.

 

Capital

 

Stockholders’ equity increased $7.3 million to $40.1 million at September 30, 2017, compared with $32.7 million at December 31, 2016 primarily due to current year net income of $5.1 million and an increase in the fair value of our available for sale securities portfolio of $1.9 million.

 

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

 

   

Regulatory Minimums

   

Well-Capitalized

Minimums

   

September 30, 2017

   

December 31, 2016

 
                                 

Tier 1 Capital

    6.0 %     8.0 %     9.66 %     8.28 %

Common equity Tier 1 capital

    4.5       6.5       9.66       8.28  

Total risk-based capital

    8.0       10.0       11.10       9.88  

Tier 1 leverage ratio

    4.0       5.0       7.73       6.24  

 

 

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

 

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

 

49

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Given an instantaneous 100 basis point increase in interest rates sustained for one year, our base net interest income would increase by an estimated 0.11% at September 30, 2017, compared with a decrease of 2.5% at December 31, 2016, and is within the risk tolerance parameters of our risk management policy. Given a 200 basis point increase in interest rates sustained for one year, base net interest income would increase by an estimated 0.10% at September 30, 2017, compared with a decrease of 5.1% at December 31, 2016, 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 September 30, 2017, as calculated using the static shock model approach:

 

   

Change in Future

Net Interest Income

 
   

Dollar

Change

   

Percentage

Change

 
   

(dollars in thousands)

 

+ 200 basis points

  $ 30       0.10

%

+ 100 basis points

    35       0.11  

- 100 basis points

    (1,290

)

    (4.16

)

- 200 basis points

    (2,184

)

    (7.03

)

 

 

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.

 

50

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are subject to claims and lawsuits that arise primarily in the ordinary course of business.  Litigation is subject to inherent uncertainties and unfavorable outcomes could occur. See Footnote 13, “Off Balance Sheet Risks, Commitments, and Contingent Liabilities” in the Notes to our consolidated financial statements for additional detail regarding our involvement in 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 Annual Report on Form 10-K, for the year ended December 31, 2016. There have been no material changes from the risk factors previously discussed in those reports.

 

 

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

 

Not applicable.

 

Item 3. Default Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable

 

Item 6. Exhibits

 

(a)           Exhibits

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

 

Exhibit Number

 

Description of Exhibit

31.1

 

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

  

31.2

 

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

  

32.1

 

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

  

32.2

 

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

   

 

101

 

The following financial statements from the Company’s Quarterly Report on Form 10Q for the quarter ended September 30, 2017, 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.

 

51

 

 

SIGNATURES

 

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

 

 

  

PORTER BANCORP, INC.

  

(Registrant)

  

November 2, 2017

By:

/s/ John T. Taylor

  

  

John T. Taylor

  

  

Chief Executive Officer 

  

November 2, 2017

By:

/s/ Phillip W. Barnhouse

 

 

Phillip W. Barnhouse 

  

  

Chief Financial Officer

  

  

 

 

52