FIRST CAPITAL INC - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - FIRST CAPITAL INC	exh_322.htm
EX-32.1 - EXHIBIT 32.1 - FIRST CAPITAL INC	exh_321.htm
EX-31.2 - EXHIBIT 31.2 - FIRST CAPITAL INC	exh_312.htm
EX-31.1 - EXHIBIT 31.1 - FIRST CAPITAL INC	exh_311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2017

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

For the transition period from_____________________ to__________________

Commission File No. 0-25023

First Capital, Inc.

(Exact name of registrant as specified in its charter)

Indiana	35-2056949
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

220 Federal Drive NW, Corydon, Indiana 47112	1-812-738-2198
(Address of principal executive offices, zip code, telephone number)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No ____

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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.

(Check one):

Large Accelerated Filer ___

Accelerated Filer X

Non-accelerated Filer ___

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 X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,337,552 shares of common stock were outstanding as of April 27, 2017.

FIRST CAPITAL, INC.

INDEX

Part I	Financial Information	Page

	Item 1. Consolidated Financial Statements	3

	Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 (unaudited)	3

	Consolidated Statements of Income for the three months ended March 31, 2017 and 2016 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016 (unaudited)	5

	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2017 and 2016 (unaudited)	6

	Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (unaudited)	7

	Notes to Consolidated Financial Statements (unaudited)	8-37

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38-42

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	43-46

	Item 4. Controls and Procedures	46

Part II	Other Information

	Item 1. Legal Proceedings	47

	Item 1A. Risk Factors	47

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47

	Item 3. Defaults Upon Senior Securities	47

	Item 4. Mine Safety Disclosures	47

	Item 5. Other Information	47

	Item 6. Exhibits	48



Signatures		49

- 2 -

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2017			December 31, 2016
	(In thousands)
ASSETS
Cash and due from banks	$	13,947		$	18,837
Interest bearing deposits with banks		1,892			1,865
Federal funds sold		31,818			25,133
Total cash and cash equivalents		47,657			45,835

Interest-bearing time deposits		13,535			14,735
Securities available for sale, at fair value		272,185			255,844
Securities-held to maturity		2			2
Loans, net		385,084			381,154
Loans held for sale		2,425			4,507
Federal Home Loan Bank and other stock, at cost		1,650			1,650
Foreclosed real estate		4,417			4,674
Premises and equipment		14,950			14,841
Accrued interest receivable		2,437			2,363
Cash value of life insurance		7,124			7,082
Goodwill		6,472			6,472
Core deposit intangible		1,222			1,259
Other assets		2,777			3,240

Total Assets	$	761,937		$	743,658

LIABILITIES
Deposits:
Noninterest-bearing	$	138,183		$	121,304
Interest-bearing		543,476			543,346
Total deposits		681,659			664,650

Accrued interest payable		122			133
Accrued expenses and other liabilities		2,973			3,033
Total liabilities		684,754			667,816

EQUITY
Preferred stock of $.01 par value per share Authorized 1,000,000 shares; none issued		0			0
Common stock of $.01 par value per share Authorized 5,000,000 shares; issued 3,762,933 shares; outstanding 3,337,552 shares		38			38
Additional paid-in capital		39,515			39,515
Retained earnings-substantially restricted		47,903			47,051
Unearned stock compensation		(279	)		(300	)
Accumulated other comprehensive loss		(1,812	)		(2,277	)
Less treasury stock, at cost - 425,381 shares		(8,297	)		(8,297	)
Total First Capital, Inc. stockholders' equity		77,068			75,730

Noncontrolling interest in subsidiary		115			112
Total equity		77,183			75,842

Total Liabilities and Equity	$	761,937		$	743,658

See accompanying notes to consolidated financial statements.

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PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
	2017		2016
INTEREST INCOME	(In thousands, except per share data)
Loans, including fees	$	4,947	$	5,148
Securities:
Taxable		934		751
Tax-exempt		329		287
Dividends		17		16
Other interest income		116		144
Total interest income		6,343		6,346
INTEREST EXPENSE
Deposits		359		500
Total interest expense		359		500
Net interest income		5,984		5,846
Provision for loan losses		211		75
Net interest income after provision for loan losses		5,773		5,771
NONINTEREST INCOME
Service charges on deposit accounts		1,001		924
Commission and fee income		114		125
Gain on sale of loans		257		250
Increase in cash value of life insurance		41		35
Other income		40		34
Total noninterest income		1,453		1,368
NONINTEREST EXPENSE
Compensation and benefits		2,720		2,717
Occupancy and equipment		381		428
Data processing		648		537
Professional fees		163		192
Advertising		100		92
Net loss on foreclosed real estate		311		150
Other expenses		832		874
Total noninterest expense		5,155		4,990
Income before income taxes		2,071		2,149
Income tax expense		515		564
Net Income		1,556		1,585
Less: net income attributable to the noncontrolling interest in subsidiary		3		3
Net Income Attributable to First Capital, Inc.	$	1,553	$	1,582

Earnings per common share attributable to First Capital, Inc.:
Basic	$	0.46	$	0.47
Diluted	$	0.46	$	0.47

Dividends per share on common shares	$	0.21	$	0.21

See accompanying notes to consolidated financial statements.

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PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2017			2016
	(In thousands)

Net Income	$	1,556		$	1,585

OTHER COMPREHENSIVE INCOME
Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period		753			1,077
Income tax expense		(288	)		(419	)
Net of tax amount		465			658

Other Comprehensive Income, net of tax		465			658

Comprehensive Income		2,021			2,243
Less: comprehensive income attributable to the noncontrolling interest in subsidiary		3			3

Comprehensive Income Attributable to First Capital, Inc.	$	2,018		$	2,240

See accompanying notes to consolidated financial statements.

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PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands, except share and per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Unearned Stock Compensation			Treasury Stock			Noncontrolling Interest		Total

Balances at January 1, 2016	$	38	$	39,515	$	42,991		$	497		$	(382	)	$	(8,263	)	$	112	$	74,508

Net income		0		0		1,582			0			0			0			3		1,585

Other comprehensive income		0		0		0			658			0			0			0		658

Cash dividends		0		0		(701	)		0			0			0			0		(701	)

Stock compensation expense		0		0		0			0			20			0			0		20

Balances at March 31, 2016	$	38	$	39,515	$	43,872		$	1,155		$	(362	)	$	(8,263	)	$	115	$	76,070


Balances at January 1, 2017	$	38	$	39,515	$	47,051		$	(2,277	)	$	(300	)	$	(8,297	)	$	112	$	75,842

Net income		0		0		1,553			0			0			0			3		1,556

Other comprehensive income		0		0		0			465			0			0			0		465

Cash dividends		0		0		(701	)		0			0			0			0		(701	)

Stock compensation expense		0		0		0			0			21			0			0		21

Balances at March 31, 2017	$	38	$	39,515	$	47,903		$	(1,812	)	$	(279	)	$	(8,297	)	$	115	$	77,183

See accompanying notes to consolidated financial statements.

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PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES	(In thousands)
Net income	$	1,556		$	1,585
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Amortization of premiums and accretion of discounts on securities, net		411			186
Depreciation and amortization expense		299			289
Deferred income taxes		67			165
Stock compensation expense		21			21
Increase in cash value of life insurance		(41	)		(35	)
Provision for loan losses		211			75
Proceeds from sales of loans		12,891			10,886
Loans originated for sale		(10,552	)		(9,195	)
Gain on sale of loans		(257	)		(250	)
Net realized and unrealized loss on foreclosed real estate		227			101
Increase in accrued interest receivable		(74	)		(229	)
Decrease in accrued interest payable		(11	)		(15	)
Net change in other assets/liabilities		77			(691	)
Net Cash Provided By Operating Activities		4,825			2,893

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in interest-bearing time deposits		(245	)		(500	)
Proceeds from maturities and sales of interest-bearing time deposits		1,445			745
Purchase of securities available for sale		(22,815	)		(62,112	)
Proceeds from maturities of securities available for sale		850			36,300
Principal collected on mortgage-backed obligations		5,936			2,773
Net (increase) decrease in loans receivable		(4,304	)		1,294
Proceeds from sale of foreclosed real estate		193			508
Purchase of premises and equipment		(371	)		(591	)
Net Cash Used In Investing Activities		(19,311	)		(21,583	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		17,009			19,008
Dividends paid		(701	)		(701	)
Net Cash Provided By Financing Activities		16,308			18,307

Net Increase (Decrease) in Cash and Cash Equivalents		1,822			(383	)
Cash and cash equivalents at beginning of period		45,835			109,174
Cash and Cash Equivalents at End of Period	$	47,657		$	108,791

See accompanying notes to consolidated financial statements.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Presentation of Interim Information

First Capital, Inc. (“Company”) is the savings and loan holding company for First Harrison Bank (“Bank”), a wholly-owned subsidiary. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are wholly-owned Nevada corporate subsidiaries of the Bank that jointly own First Harrison, LLC, a Nevada limited liability corporation that holds and manages an investment portfolio. First Harrison REIT, Inc. (“REIT”) is a wholly-owned subsidiary of First Harrison Holdings, Inc. that holds a portion of the Bank’s real estate mortgage loan portfolio. FHB Risk Mitigation Services, Inc. (“Captive”) is a wholly-owned insurance subsidiary of the Company that provides property and casualty insurance coverage to the Company, the Bank and the Bank’s subsidiaries, and reinsurance to ten other third party insurance captives for which insurance may not be currently available or economically feasible in the insurance marketplace. Heritage Hill, LLC is a wholly-owned subsidiary of the Bank that holds and manages certain foreclosed real estate properties.

In the opinion of management, the unaudited consolidated financial statements include all adjustments considered necessary to present fairly the financial position as of March 31, 2017, and the results of operations and the cash flows for the three months ended March 31, 2017 and 2016. All of these adjustments are of a normal, recurring nature. Such adjustments are the only adjustments included in the unaudited consolidated financial statements. Interim results are not necessarily indicative of results for a full year or any other period.

The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and are presented as permitted by the instructions to Form 10-Q. Accordingly, they do not contain certain information included in the Company’s annual audited consolidated financial statements and related footnotes for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassifications had no effect on net income or stockholders’ equity.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2.	Investment Securities

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. Investment securities at March 31, 2017 and December 31, 2016 are summarized as follows:

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

March 31, 2017
Securities available for sale:
Agency mortgage-backed securities	$	120,354	$	76	$	1,999	$	118,431
Agency CMO		15,452		18		264		15,206
Other debt securities:
Agency notes and bonds		70,778		6		695		70,089
Municipal obligations		68,416		894		924		68,386
Subtotal - debt securities		275,000		994		3,882		272,112

Mutual funds		73		0		0		73

Total securities available for sale	$	275,073	$	994	$	3,882	$	272,185

Securities held to maturity:
Agency mortgage-backed securities	$	2	$	0	$	0	$	2

Total securities held to maturity	$	2	$	0	$	0	$	2

December 31, 2016
Securities available for sale:
Agency mortgage-backed securities	$	110,493	$	93	$	2,349	$	108,237
Agency CMO		16,293		23		288		16,028
Other debt securities:
Agency notes and bonds		69,407		14		759		68,662
Municipal obligations		63,189		783		1,129		62,843
Subtotal - debt securities		259,382		913		4,525		255,770

Mutual funds		74		0		0		74

Total securities available for sale	$	259,456	$	913	$	4,525	$	255,844

Securities held to maturity:
Agency mortgage-backed securities	$	2	$	0	$	0	$	2

Total securities held to maturity	$	2	$	0	$	0	$	2

- 9 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2 – continued)

Agency notes and bonds, agency mortgage-backed securities and agency collateralized mortgage obligations (CMO) include securities issued by the Government National Mortgage Association (GNMA), a U.S. government agency, and the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal Home Loan Bank (FHLB), which are government-sponsored enterprises.

The amortized cost and fair value of debt securities as of March 31, 2017, by contractual maturity, are shown below. Expected maturities of CMO and mortgage-backed securities may differ from contractual maturities because the mortgages underlying the obligations may be prepaid without penalty.

	Securities Available for Sale				Securities Held to Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
(In thousands)
Due in one year or less	$	2,992	$	2,992	$	0	$	0
Due after one year through five years		77,675		77,072		0		0
Due after five years through ten years		22,684		22,545
Due after ten years		35,843		35,866		0		0
		139,194		138,475		0		0
Mortgage-backed securities and CMO		135,806		133,637		2		2

	$	275,000	$	272,112	$	2	$	2

Information pertaining to investment securities available for sale with gross unrealized losses at March 31, 2017, aggregated by investment category and the length of time that individual investment securities have been in a continuous position, follows. At March 31, 2017, the Company did not have any securities held to maturity with an unrealized loss.

	Number of Investment Positions		Fair Value		Gross Unrealized Losses
(Dollars in thousands)

Continuous loss position less than twelve months:
Agency notes and bonds		22	$	56,787	$	674
Agency CMO		13		10,098		175
Agency mortgage-backed securities		86		113,326		1,987
Muncipal obligations		45		24,057		924

Total less than twelve months		166		204,268		3,760

Continuous loss position more than twelve months:
Agency notes and bonds		1		4,979		21
Agency CMO		6		3,850		89
Agency mortgage-backed securities		1		504		12

Total more than twelve months		8		9,333		122

Total securities available for sale		174	$	213,601	$	3,882

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2 – continued)

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) 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 recover in fair value.

At March 31, 2017, the U.S. government agency debt securities, including agency notes and bonds, mortgage-backed securities and CMO, and municipal obligations in a loss position had depreciated approximately 1.8% from the amortized cost basis. All of the U.S. government agency securities and municipal obligations are issued by U.S. government agencies, government-sponsored enterprises and municipal governments, or are secured by first mortgage loans and municipal project revenues. These unrealized losses related principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As the Company has the ability to hold the debt securities until maturity, or the foreseeable future if classified as available for sale, no declines are deemed to be other-than-temporary.

While management does not anticipate any credit-related impairment losses at March 31, 2017, additional deterioration in market and economic conditions may have an adverse impact on credit quality in the future.

The Company did not sell any securities during the three months ended March 31, 2017 or 2016.

3.	Loans and Allowance for Loan Losses

The Company’s loan and allowance for loan loss policies are as follows:

Loans are stated at unpaid principal balances, less net deferred loan fees and the allowance for loan losses. The Company grants real estate mortgage, commercial business and consumer loans. A substantial portion of the loan portfolio is represented by mortgage loans to customers in the Louisville, Kentucky metropolitan statistical area (MSA). The ability of the Company’s customers to honor their loan agreements is dependent upon the real estate and general economic conditions in this area.

Loan origination and commitment fees, as well as certain direct costs of underwriting and closing loans, are deferred and amortized as a yield adjustment to interest income over the lives of the related loans using the interest method. Amortization of net deferred loan fees is discontinued when a loan is placed on nonaccrual status.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The recognition of income on a loan is discontinued and previously accrued interest is reversed, when interest or principal payments become ninety (90) days past due unless, in the opinion of management, the outstanding interest remains collectible. Past due status is determined based on contractual terms. Generally, by applying the cash receipts method, interest income is subsequently recognized only as received until the loan is returned to accrual status. The cash receipts method is used when the likelihood of further loss on the loan is remote. Otherwise, the Company applies the cost recovery method and applies all payments as a reduction of the unpaid principal balance until the loan qualifies for return to accrual status. Interest income on impaired loans is recognized using the cost recovery method, unless the likelihood of further loss on the loan is remote.

A loan is restored to accrual status when all principal and interest payments are brought current and the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, which generally requires that the borrower demonstrate a period of performance of at least six consecutive months.

For portfolio segments other than consumer loans, the Company’s practice is to charge-off any loan or portion of a loan when the loan is determined by management to be uncollectible due to the borrower’s failure to meet repayment terms, the borrower’s deteriorating or deteriorated financial condition, the depreciation of the underlying collateral, the loan’s classification as a loss by regulatory examiners, or for other reasons. A partial charge-off is recorded on a loan when the uncollectibility of a portion of the loan has been confirmed, such as when a loan is discharged in bankruptcy, the collateral is liquidated, a loan is restructured at a reduced principal balance, or other identifiable events that lead management to determine the full principal balance of the loan will not be repaid. A specific reserve is recognized as a component of the allowance for estimated losses on loans individually evaluated for impairment. Partial charge-offs on nonperforming and impaired loans are included in the Company’s historical loss experience used to estimate the general component of the allowance for loan losses as discussed below. Specific reserves are not considered charge-offs in management’s analysis of the allowance for loan losses because they are estimates and the outcome of the loan relationship is undetermined. At March 31, 2017, the Company had six loans on which partial charge-offs of $200,000 had been recorded.

Consumer loans not secured by real estate are typically charged off at 90 days past due, or earlier if deemed uncollectible, unless the loans are in the process of collection. Overdrafts are charged off after 45 days past due. Charge-offs are typically recorded on loans secured by real estate when the property is foreclosed upon.

The allowance for loan losses reflects management’s judgment of probable loan losses inherent in the loan portfolio at the balance sheet date. Additions to the allowance for loan losses are made by the provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The Company uses a disciplined process and methodology to evaluate the allowance for loan losses on at least a quarterly basis that is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are individually evaluated for impairment or loans otherwise classified as doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

The general component covers non-classified loans and classified loans that are found, upon individual evaluation, to not be impaired. Such loans are pooled by segment and losses are modeled using annualized historical loss experience adjusted for qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent twenty calendar quarters unless the historical loss experience is not considered indicative of the level of risk in the remaining balance of a particular portfolio segment, in which case an adjustment is determined by management. The Company’s historical loss experience is then adjusted by an overall loss factor weighting adjustment based on a qualitative analysis prepared by management and reviewed on a quarterly basis. The overall loss factor considers changes in underwriting standards, economic conditions, changes and trends in past due and classified loans and other internal and external factors.

Management also applies additional loss factor multiples to loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The loss factor multiples for classified loans are based on management’s assessment of historical trends regarding losses experienced on classified loans in prior periods. See below for additional discussion of the overall loss factor and loss factor multiples for classified loans as of March 31, 2017 and December 31, 2016.

Management exercises significant judgment in evaluating the relevant historical loss experience and the qualitative factors. Management also monitors the differences between estimated and actual incurred loan losses for loans considered impaired in order to evaluate the effectiveness of the estimation process and make any changes in the methodology as necessary.

Management utilizes the following portfolio segments in its analysis of the allowance for loan losses: residential real estate, land, construction, commercial real estate, commercial business, home equity and second mortgage, and other consumer loans. Additional discussion of the portfolio segments and the risks associated with each segment can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Values for collateral dependent loans are generally based on appraisals obtained from independent licensed real estate appraisers, with adjustments applied for estimated costs to sell the property, costs to complete unfinished or repair damaged property and other factors. New appraisals are generally obtained for all significant properties when a loan is identified as impaired, and a property is considered significant if the value of the property is estimated to exceed $200,000. Subsequent appraisals are obtained as needed or if management believes there has been a significant change in the market value of the property. In instances where it is not deemed necessary to obtain a new appraisal, management bases its impairment and allowance for loan loss analysis on the original appraisal with adjustments for current conditions based on management’s assessment of market factors and management’s inspection of the property.

At March 31, 2017 and December 31, 2016, the recorded investments in loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $738,000 and $793,000, respectively.

Loans at March 31, 2017 and December 31, 2016 consisted of the following:

(In thousands)	March 31, 2017			December 31, 2016

Real estate mortgage loans:
Residential	$	136,714		$	137,842
Land		16,252			13,895
Residential construction		30,207			29,561
Commercial real estate		92,825			96,462
Commercial real estate contruction		8,626			8,921
Commercial business loans		26,097			24,056
Consumer loans:
Home equity and second mortgage loans		44,456			42,908
Automobile loans		34,657			34,279
Loans secured by savings accounts		1,853			1,879
Unsecured loans		3,661			3,912
Other consumer loans		8,446			9,025
Gross loans		403,794			402,740
Less undisbursed portion of loans in process		(16,187	)		(19,037	)

Principal loan balance		387,607			383,703

Deferred loan origination fees, net		895			837
Allowance for loan losses		(3,418	)		(3,386	)

Loans, net	$	385,084		$	381,154

- 14 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table provides the components of the Company’s recorded investment in loans at March 31, 2017:

	Residential Real Estate		Land		Construction		Commercial Real Estate			Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Recorded Investment in Loans:
Principal loan balance	$	136,714	$	16,252	$	22,646	$	92,825		$	26,097	$	44,456	$	48,617	$	387,607

Accrued interest receivable		437		37		56		230			69		137		184		1,150

Net deferred loan origination fees and costs		83		16		1		(33	)		3		825		0		895

Recorded investment in loans	$	137,234	$	16,305	$	22,703	$	93,022		$	26,169	$	45,418	$	48,801	$	389,652


Recorded Investment in Loans as Evaluated for Impairment:
Individually evaluated for impairment	$	2,236	$	0	$	0	$	1,082		$	123	$	242	$	27	$	3,710
Collectively evaluated for impairment		134,604		16,305		22,703		91,738			26,046		45,176		48,774		385,346
Acquired with deteriorated credit quality		394		0		0		202			0		0		0		596

Ending balance	$	137,234	$	16,305	$	22,703	$	93,022		$	26,169	$	45,418	$	48,801	$	389,652

- 15 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table provides the components of the Company’s recorded investment in loans at December 31, 2016:

	Residential Real Estate		Land		Construction		Commercial Real Estate			Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Recorded Investment in Loans:
Principal loan balance	$	137,842	$	13,895	$	19,445	$	96,462		$	24,056	$	42,908	$	49,095	$	383,703

Accrued interest receivable		455		42		44		249			67		141		226		1,224

Net deferred loan origination fees and costs		80		14		0		(42	)		3		782		0		837

Recorded investment in loans	$	138,377	$	13,951	$	19,489	$	96,669		$	24,126	$	43,831	$	49,321	$	385,764


Recorded Investment in Loans as Evaluated for Impairment:
Individually evaluated for impairment	$	2,083	$	0	$	0	$	1,217		$	143	$	244	$	20	$	3,707
Collectively evaluated for impairment		135,904		13,951		19,489		95,212			23,983		43,587		49,301		381,427
Acquired with deteriorated credit quality		390		0		0		240			0		0		0		630

Ending balance	$	138,377	$	13,951	$	19,489	$	96,669		$	24,126	$	43,831	$	49,321	$	385,764

- 16 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

An analysis of the allowance for loan losses as of March 31, 2017 is as follows:

	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Ending allowance balance attributable to loans:

Individually evaluated for impairment	$	19	$	0	$	0	$	0	$	40	$	13	$	2	$	74
Collectively evaluated for impairment		252		109		223		1,585		204		685		286		3,344
Acquired with deteriorated credit quality		0		0		0		0		0		0		0		0

Ending balance	$	271	$	109	$	223	$	1,585	$	244	$	698	$	288	$	3,418

An analysis of the allowance for loan losses as of December 31, 2016 is as follows:

	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
Ending allowance balance attributable to loans:

Individually evaluated for impairment	$	23	$	0	$	0	$	0	$	43	$	13	$	6	$	85
Collectively evaluated for impairment		357		56		80		1,670		155		670		313		3,301
Acquired with deteriorated credit quality		0		0		0		0		0		0		0		0

Ending balance	$	380	$	56	$	80	$	1,670	$	198	$	683	$	319	$	3,386

- 17 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

An analysis of the changes in the allowance for loan losses for the three months ended March 31, 2017 is as follows:

	Residential Real Estate			Land		Construction		Commercial Real Estate			Commercial Business			Home Equity & 2nd Mtg		Other Consumer			Total
	(In thousands)
Allowance for loan losses:

Beginning balance	$	380		$	56	$	80	$	1,670		$	198		$	683	$	319		$	3,386
Provisions for loan losses		(85	)		53		143		(128	)		85			14		129			211
Charge-offs		(40	)		0		0		(1	)		(43	)		0		(204	)		(288	)
Recoveries		16			0		0		44			4			1		44			109

Ending balance	$	271		$	109	$	223	$	1,585		$	244		$	698	$	288		$	3,418

An analysis of the changes in the allowance for loan losses for the three months ended March 31, 2016 is as follows:

	Residential Real Estate			Land			Construction			Commercial Real Estate			Commercial Business		Home Equity & 2nd Mtg			Other Consumer			Total
	(In thousands)
Allowance for loan losses:

Beginning balance	$	527		$	157		$	47		$	1,541		$	261	$	626		$	256		$	3,415
Provisions for loan losses		(29	)		(64	)		(2	)		(63	)		10		126			97			75
Charge-offs		(40	)		(9	)		0			(14	)		0		(35	)		(125	)		(223	)
Recoveries		12			0			0			4			2		4			30			52

Ending balance	$	470		$	84		$	45		$	1,468		$	273	$	721		$	258		$	3,319

- 18 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

At March 31, 2017 and December 31, 2016, management applied specific qualitative factor adjustments to various portfolio segments as they determined that the historical loss experience was not indicative of the level of risk in the remaining balance of those portfolio segments. These adjustments increased the loss factors by 0.33% to 20% for certain loan groups, and increased the estimated allowance for loan losses related to those portfolio segments by approximately $2.2 million at March 31, 2017 and $1.8 million at December 31, 2016. These changes were made to reflect management’s estimates of inherent losses in these portfolio segments at March 31, 2017 and December 31, 2016.

At March 31, 2017 and December 31, 2016, for each loan portfolio segment, management applied an overall qualitative factor of 1.18 to the Company’s historical loss factors. The overall qualitative factor is derived from management’s analysis of changes and trends in the following qualitative factors: underwriting standards, economic conditions, past due loans and other internal and external factors. Each of the four factors above was assigned an equal weight to arrive at an average for the overall qualitative factor of 1.18 at March 31, 2017 and December 31, 2016. The effect of the overall qualitative factor was to increase the estimated allowance for loan losses by $518,000 and $501,000 at March 31, 2017 and December 31, 2016, respectively. Additional discussion of the overall qualitative factor can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There were no changes in management’s assessment of the overall qualitative factor components from December 31, 2016 to March 31, 2017.

Management also adjusts the historical loss factors for loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The adjustments consider the increased likelihood of loss on classified loans based on the Company’s separate historical experience for classified loans. The effect of the adjustments for classified loans was to increase the estimated allowance for loan losses by $589,000 and $559,000 at March 31, 2017 and December 31, 2016, respectively. During the period from December 31, 2016 to March 31, 2017, management adjusted these factors due to changes in the historical experience for classified loans.

- 19 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table summarizes the Company’s impaired loans as of March 31, 2017 and for the three months ended March 31, 2017 and 2016. The Company did not recognize any interest income on impaired loans using the cash receipts method of accounting for the three month periods ended March 31, 2017 and 2016.

	At March 31, 2017						Three Months Ended March 31, 2017				Three Months Ended March 31, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Loans with no related allowance recorded:
Residential	$	2,148	$	2,351	$	0	$	2,010	$	8	$	1,845	$	6
Land		0		0		0		0		0		12		0
Construction		0		0		0		0		0		0		0
Commercial real estate		1,082		1,379		0		1,150		3		3,259		19
Commercial business		73		80		0		74		0		65		0
Home equity/2nd mortgage		229		235		0		230		0		56		0
Other consumer		11		11		0		6		0		0		0

		3,543		4,056		0		3,470		11		5,237		25

Loans with an allowance recorded:
Residential		88		92		19		150		0		134		0
Land		0		0		0		0		0		0		0
Construction		0		0		0		0		0		0		0
Commercial real estate		0		0		0		0		0		233		0
Commercial business		50		50		40		59		0		100		0
Home equity/2nd mortgage		13		14		13		13		0		47		0
Other consumer		16		16		2		18		0		24		0

		167		172		74		240		0		538		0

Total:
Residential		2,236		2,443		19		2,160		8		1,979		6
Land		0		0		0		0		0		12		0
Construction		0		0		0		0		0		0		0
Commercial real estate		1,082		1,379		0		1,150		3		3,492		19
Commercial business		123		130		40		133		0		165		0
Home equity/2nd mortgage		242		249		13		243		0		103		0
Other consumer		27		27		2		24		0		24		0

	$	3,710	$	4,228	$	74	$	3,710	$	11	$	5,775	$	25

- 20 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table summarizes the Company’s impaired loans as of December 31, 2016:

	Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
Loans with no related allowance recorded:
Residential	$	1,871	$	2,223	$	0
Land		0		0		0
Construction		0		0		0
Commercial real estate		1,217		1,540		0
Commercial business		75		81		0
Home equity/2nd mortgage		231		237		0
Other consumer		0		0		0

		3,394		4,081		0

Loans with an allowance recorded:
Residential		212		217		23
Land		0		0		0
Construction		0		0		0
Commercial real estate		0		0		0
Commercial business		68		68		43
Home equity/2nd mortgage		13		14		13
Other consumer		20		20		6

		313		319		85

Total:
Residential		2,083		2,440		23
Land		0		0		0
Construction		0		0		0
Commercial real estate		1,217		1,540		0
Commercial business		143		149		43
Home equity/2nd mortgage		244		251		13
Other consumer		20		20		6

	$	3,707	$	4,400	$	85

- 21 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Nonperforming loans consists of nonaccrual loans and loans over 90 days past due and still accruing interest. The following table presents the recorded investment in nonperforming loans at March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
	Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans		Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans
	(In thousands)

Residential	$	1,789	$	132	$	1,921	$	1,634	$	55	$	1,689
Land		0		0		0		0		0		0
Construction		0		0		0		0		0		0
Commercial real estate		903		0		903		924		0		924
Commercial business		123		0		123		142		0		142
Home equity/2nd mortgage		225		0		225		226		0		226
Other consumer		27		11		38		20		23		43

Total	$	3,067	$	143	$	3,210	$	2,946	$	78	$	3,024

The following table presents the aging of the recorded investment in loans at March 31, 2017:

	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Credit Purchased Impaired Loans		Total Loans
	(In thousands)

Residential	$	3,176	$	563	$	843	$	4,582	$	132,258	$	394	$	137,234
Land		75		0		0		75		16,230		0		16,305
Construction		0		0		0		0		22,703		0		22,703
Commercial real estate		420		0		27		447		92,373		202		93,022
Commercial business		70		0		65		135		26,034		0		26,169
Home equity/2nd mortgage		145		60		114		319		45,099		0		45,418
Other consumer		199		24		37		260		48,541		0		48,801

Total	$	4,085	$	647	$	1,086	$	5,818	$	383,238	$	596	$	389,652

- 22 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table presents the aging of the recorded investment in loans at December 31, 2016:

	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Purchased Credit Impaired Loans		Total Loans
	(In thousands)

Residential	$	2,444	$	707	$	1,021	$	4,172	$	133,815	$	390	$	138,377
Land		0		52		0		52		13,899		0		13,951
Construction		0		0		0		0		19,489		0		19,489
Commercial real estate		0		0		27		27		96,402		240		96,669
Commercial business		155		0		83		238		23,888		0		24,126
Home equity/2nd mortgage		352		0		13		365		43,466		0		43,831
Other consumer		319		66		43		428		48,893		0		49,321

Total	$	3,270	$	825	$	1,187	$	5,282	$	379,852	$	630	$	385,764

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, public information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company classifies loans based on credit risk at least quarterly. The Company uses the following regulatory definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss: Loans classified as loss are considered uncollectible and of such little value that their continuance on the institution’s books as an asset is not warranted.

Loans not meeting the criteria above that are analyzed individually as part of the described process are considered to be pass rated loans.

- 23 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

The following table presents the recorded investment in loans by risk category as of the date indicated:

	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity & 2nd Mtg		Other Consumer		Total
	(In thousands)
March 31, 2017
Pass	$	133,720	$	16,150	$	22,703	$	84,487	$	25,320	$	45,190	$	48,758	$	376,328
Special Mention		394		85		0		1,843		648		0		16		2,986
Substandard		1,038		70		0		5,709		78		3		0		6,898
Doubtful		2,082		0		0		983		123		225		27		3,440
Loss		0		0		0		0		0		0		0		0

Total	$	137,234	$	16,305	$	22,703	$	93,022	$	26,169	$	45,418	$	48,801	$	389,652

December 31, 2016
Pass	$	135,328	$	13,795	$	19,489	$	87,782	$	23,246	$	43,601	$	49,256	$	372,497
Special Mention		403		86		0		1,892		661		0		45		3,087
Substandard		721		70		0		5,991		77		4		0		6,863
Doubtful		1,925		0		0		1,004		142		226		20		3,317
Loss		0		0		0		0		0		0		0		0

Total	$	138,377	$	13,951	$	19,489	$	96,669	$	24,126	$	43,831	$	49,321	$	385,764

- 24 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Troubled Debt Restructurings

The following table summarizes the Company’s troubled debt restructurings (TDRs) by accrual status as of March 31, 2017 and December 31, 2016:

	March 31, 2017								December 31, 2016
	Accruing		Nonaccrual		Total		Related Allowance for Loan Losses		Accruing		Nonaccrual		Total		Related Allowance for Loan Losses
	(In thousands)
Troubled debt restructurings:
Residential real estate	$	333	$	199	$	532	$	0	$	433	$	229	$	662	$	0
Commercial real estate		178		165		343		0		291		168		459		0
Home equity and 2nd mortgage		17		0		17		0		18		0		18		0

Total	$	528	$	364	$	892	$	0	$	742	$	397	$	1,139	$	0

At March 31, 2017 and December 31, 2016, there were no commitments to lend additional funds to debtors whose loan terms have been modified in a TDR.

There were no TDRs that were restructured during the three months ended March 31, 2017 or 2016.

There were no principal charge-offs recorded as a result of TDRs and there was no specific allowance for loan losses related to TDRs modified during the three months ended March 31, 2017 or 2016.

There were no TDRs modified within the previous 12 months for which there was a subsequent payment default (defined as the loan becoming more than 90 days past due, being moved to nonaccrual status, or the collateral being foreclosed upon) during the three months ended March 31, 2017 and 2016. In the event that a TDR subsequently defaults, the Company evaluates the restructuring for possible impairment. As a result, the related allowance for loan losses may be increased or charge-offs may be taken to reduce the carrying amount of the loan.

- 25 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Purchased Credit Impaired (PCI) Loans

Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan and lease losses. Such loans are accounted for individually or aggregated into pools of loans based on common risk characteristics such as credit score, loan type and date of origination. In determining the estimated fair value of purchased loans or pools, management considers a number of factors including the remaining life, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, and net present value of cash flows expected to be received, among others. Purchased loans that have evidence of credit deterioration since origination for which it is deemed probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments are accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 310-30. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The difference between the expected cash flows and the fair value at acquisition is recorded as interest income over the remaining life of the loan or pool of loans and is referred to as the accretable yield. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in expected cash flows will result in a reversal of the provision for loan losses to the extent of prior charges and then an adjustment to accretable yield, which is recognized as future interest income.

The following table presents the carrying amount of PCI loans accounted for under ASC 310-30 at March 31, 2017 and December 31, 2016:

(In thousands)	March 31, 2017		December 31, 2016

Residential real estate	$	392	$	390
Commercial real estate		204		240
Carrying amount		596		630

The outstanding balance of PCI loans accounted for under ASC 310-30, including contractual principal, interest, fees and penalties was $711,000 and $754,000 at March 31, 2017 and December 31, 2016, respectively.

There was no allowance for loan losses related to PCI loans at March 31, 2017 or December 31, 2016. There were no provisions for loan loss related to PCI loans for the three-month period ended March 31, 2017. Provisions for loan losses of $6,000 related to PCI loans were recognized for the three-month period ended March 31, 2016. There were no reductions of the allowance for loan losses on PCI loans for the three-month periods ended March 31, 2017 and 2016.

- 26 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3 – continued)

Accretable yield, or income expected to be collected, is as follows for the three-month periods ended March 31, 2017 and 2016:

(In thousands)	2017			2016

Balance at beginning of period	$	252		$	319
New loans purchased		-			-
Accretion to income		(14	)		(25	)
Disposals and other adjustments		-			(53	)
Reclassification (to) from nonaccretable difference		6			(96	)

Balance at end of period	$	244		$	145

4.	Supplemental Disclosure for Earnings Per Share

	Three Months Ended March 31,
	2017		2016
(Dollars in thousands, exept per share data)
Basic
Earnings:
Net income attributable to First Capital, Inc.	$	1,553	$	1,582

Shares:
Weighted average common shares outstanding		3,342,052		3,339,103

Net income attributable to First Capital, Inc. per common share, basic	$	0.46	$	0.47

Diluted
Earnings:
Net income attributable to First Capital, Inc.	$	1,553	$	1,582

Shares:
Weighted average common shares outstanding		3,342,052		3,339,103
Add: Dilutive effect of restricted stock		5,070		2,180

Weighted average common shares outstanding, as adjusted		3,347,122		3,341,283

Net income attributable to First Capital, Inc. per common share, diluted	$	0.46	$	0.47

Nonvested restricted stock shares are not considered as outstanding for purposes of computing weighted average common share outstanding. No shares were excluded from the calculation of diluted net income per share because their effect would be anti-dilutive for the three months ended March 31, 2017 and 2016.

- 27 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.	Stock Option Plan

On May 20, 2009, the Company adopted the 2009 Equity Incentive Plan (the “Plan”). The Plan provides for the award of stock options, restricted stock, performance shares and stock appreciation rights. The aggregate number of shares of the Company’s common stock available for issuance under the Plan may not exceed 223,000 shares. At March 31, 2017, 204,000 shares of the Company’s common stock were available for issuance under the Plan.

The Company may grant both non-statutory and statutory stock options which may not have a term exceeding ten years. In the case of incentive stock options, the aggregate fair value of the stock (determined at the time the incentive stock option is granted) for which any optionee may be granted incentive options which are first exercisable during any calendar year shall not exceed $100,000. Option prices may not be less than the fair market value of the underlying stock at the date of the grant. An award of a performance share is a grant of a right to receive shares of the Company’s common stock which is contingent upon the achievement of specific performance criteria or other objectives set at the grant date. Stock appreciation rights are equity or cash settled share-based compensation arrangements whereby the number of shares that will ultimately be issued or the cash payment is based upon the appreciation of the Company’s common stock. Awards granted under the Plan may be granted either alone, in addition to, or in tandem with, any other award granted under the Plan. The terms of the Plan also include provisions whereby all unearned options and restricted shares become immediately exercisable and fully vested upon a change in control.

The fair market value of stock options granted is estimated at the date of grant using an option pricing model. Expected volatilities are based on historical volatility of the Company's stock. The expected term of options granted represents the period of time that options are expected to be outstanding and is based on historical trends. The risk free rate for the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. As of March 31, 2017, no stock options had been granted under the Plan.

On February 17, 2015, the Company granted 19,500 restricted stock shares to directors, officers and key employees at a grant-date price of $24.50 per share for a total of $478,000. The restricted stock vests ratably over a five-year period. Compensation expense is measured based on the fair market value of the restricted stock at the grant date and is recognized ratably over the period during which the shares are earned (the vesting period). Compensation expense related to restricted stock recognized for the three-month periods ended March 31, 2017 and 2016 was $21,000 in each period.

A summary of the Company’s nonvested restricted shares under the Plan as of March 31, 2017 and changes during the three-month period then ended is presented below.

	Number of Shares		Weighted Average Grant Date Fair Value

Nonvested at January 1, 2017		14,000	$	24.50
Granted		-		-
Vested		-		-
Forfeited		-		-

Nonvested at March 31, 2017		14,000	$	24.50

- 28 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(5 – continued)

At March 31, 2017, there was $279,000 of total unrecognized compensation expense related to nonvested restricted shares. The compensation expense is expected to be recognized over the remaining vesting period of 3.25 years.

6.	Supplemental Disclosures of Cash Flow Information

	Three Months Ended March 31,
	2017		2016
	(In thousands)

Cash payments for:	$	370	$	515
Interest		0		0
Taxes

Noncash investing activities:
Transfers from loans to real estate acquired through foreclosure		194		366

7.	Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

	Level 1:	Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted market price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

	Level 2:	Inputs to the valuation methodology include quoted market prices for similar assets or liabilities in active markets; quoted market prices for identical or similar assets or liabilities in markets that are not active; or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means.

	Level 3:	Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth on the following page. These valuation methodologies were applied to all of the Company’s financial and nonfinancial assets carried at fair value or the lower of cost or fair value. The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of March 31, 2017 and December 31, 2016. The Company had no liabilities measured at fair value as of March 31, 2017 or December 31, 2016.

- 29 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

	Carrying Value
(In thousands)	Level 1		Level 2		Level 3		Total

March 31, 2017
Assets Measured on a Recurring Basis
Securities available for sale:
Agency mortgage-backed securities	$	0	$	118,431	$	0	$	118,431
Agency CMO		0		15,206		0		15,206
Agency notes and bonds		0		70,089		0		70,089
Municipal obligations		0		68,386		0		68,386
Mutual funds		73		0		0		73
Total securities available for sale	$	73	$	272,112	$	0	$	272,185

Assets Measured on a Nonrecurring Basis
Impaired loans:
Residential real estate	$	0	$	0	$	2,217	$	2,217
Commercial real estate		0		0		1,082		1,082
Commercial business		0		0		83		83
Home equity and second mortgage		0		0		229		229
Other consumer		0		0		25		25
Total impaired loans	$	0	$	0	$	3,636	$	3,636

Loans held for sale	$	0	$	2,425	$	0	$	2,425

Foreclosed real estate:
Residential real estate	$	0	$	0	$	202	$	202
Commercial real estate		0		0		4,215		4,215
Total foreclosed real estate	$	0	$	0	$	4,417	$	4,417

December 31, 2016
Assets Measured on a Recurring Basis
Securities available for sale:
Agency mortgage-backed securities	$	0	$	108,237	$	0	$	108,237
Agency CMO		0		16,028		0		16,028
Agency notes and bonds		0		68,662		0		68,662
Municipal obligations		0		62,843		0		62,843
Mutual funds		74		0		0		74
Total securities available for sale	$	74	$	255,770	$	0	$	255,844

Assets Measured on a Nonrecurring Basis
Impaired loans:
Residential real estate	$	0	$	0	$	2,060	$	2,060
Land		0		0		1,217		1,217
Commercial real estate		0		0		100		100
Commercial business		0		0		231		231
Home equity and second mortgage		0		0		14		14
Total impaired loans	$	0	$	0	$	3,622	$	3,622

Loans held for sale	$	0	$	4,507	$	0	$	4,507

Foreclosed real estate:
Residential real estate	$	0	$	0	$	226	$	226
Commercial real estate		0		0		4,448		4,448
Total foreclosed real estate	$	0	$	0	$	4,674	$	4,674

- 30 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

Fair value is based upon quoted market prices, where available. If quoted market prices are not available, fair value is based on internally developed models or obtained from third parties that primarily use, as inputs, observable market-based parameters or a matrix pricing model that employs the Bond Market Association’s standard calculations for cash flow and price/yield analysis and observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, or the lower of cost or fair value. These adjustments may include unobservable parameters. Any such valuation adjustments have been applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market. If quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect.

Impaired Loans. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of impaired loans is classified as Level 3 in the fair value hierarchy.

Impaired loans are measured at the present value of estimated future cash flows using the loan's effective interest rate or the fair value of collateral less estimated costs to sell if the loan is collateral dependent. At March 31, 2017 and December 31, 2016, all impaired loans were considered to be collateral dependent for the purpose of determining fair value. Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable. The fair value of the collateral is generally determined based on real estate appraisals or other independent evaluations by qualified professionals, which are then discounted to reflect management’s estimate of the fair value of the collateral given the current market conditions and the condition of the collateral. At March 31, 2017, the significant unobservable inputs used in the fair value measurement of impaired loans included a discount from appraised value for estimates of changes in market conditions, the condition of the collateral and estimated costs to sell the collateral ranging from 12% to 64%, with a weighted average discount of 44%. At December 31, 2016, the discount from appraised value ranged from 33% to 65%, with a weighted average discount of 39%. The Company recognized provisions for loan losses for impaired loans for the three months ended March 31, 2017 and 2016 of $2,000 and $106,000, respectively.

- 31 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

Loans Held for Sale. Loans held for sale are carried at the lower of cost or market value. The portfolio is comprised of residential real estate loans and fair value is based on specific prices of underlying contracts for sales to investors. These measurements are classified as Level 2 in the fair value hierarchy.

Foreclosed Real Estate. Foreclosed real estate is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of foreclosed real estate is classified as Level 3 in the fair value hierarchy.

Foreclosed real estate is reported at fair value less estimated costs to dispose of the property. The fair values are determined by real estate appraisals which are then discounted to reflect management’s estimate of the fair value of the property given current market conditions and the condition of the collateral. At March 31, 2017, the significant unobservable inputs used in the fair value measurement of foreclosed real estate included a discount from appraised value for estimates of changes in market conditions, the condition of the collateral and estimated costs to sell the property ranging from 10% to 75%, with a weighted average of 42%. At December 31, 2016, the discount from appraised value ranged from 10% to 77%, with a weighted average of 38%. The Company recognized losses of $228,000 and $83,000, respectively, to write down foreclosed real estate for the three month periods ended March 31, 2017 and 2016, respectively.

There have been no changes in the valuation techniques and related inputs used for assets measured at fair value on a recurring and nonrecurring basis during the three month periods ended March 31, 2017 and 2016. There were no transfers into or out of the Company’s Level 3 financial assets for the three month periods ended March 31, 2017 and 2016. In addition, there were no transfers into or out of Levels 1 and 2 of the fair value hierarchy during the three month periods ended March 31, 2017 and 2016.

- 32 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

GAAP requires disclosure of the fair value of financial assets and financial liabilities, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The estimated fair values of the Company's financial instruments are as follows:

	Carrying		Fair		Fair Value Measurements Using
(In thousands)	Value		Value		Level 1		Level 2		Level 3

March 31, 2017
Financial assets:
Cash and cash equivalents	$	47,657	$	47,657	$	47,657	$	0	$	0
Interest-bearing time deposits		13,535		13,556		0		13,556		0
Securities available for sale		272,185		272,185		73		272,112		0
Securities held to maturity		2		2		0		2		0
Loans held for sale		2,425		2,473		0		2,473		0
Loans, net		385,084		384,278		0		0		384,278
FHLB and other stock		1,650		1,650		0		1,650		0
Accrued interest receivable		2,437		2,437		0		2,437		0

Financial liabilities:
Deposits		681,659		680,685		0		0		680,685
Accrued interest payable		122		122		0		122		0

December 31, 2016:
Financial assets:
Cash and cash equivalents	$	45,835	$	45,835	$	45,835	$	0	$	0
Interest-bearing time deposits		14,735		14,786		0		14,786		0
Securities available for sale		255,844		255,844		74		255,770		0
Securities held to maturity		2		2		0		2		0
Loans held for sale		4,507		4,598		0		4,598		0
Loans, net		381,154		381,459		0		0		381,459
FHLB and other stock		1,650		1,650		0		1,650		0
Accrued interest receivable		2,363		2,363		0		2,363		0

Financial liabilities:
Deposits		664,650		663,806		0		0		663,806
Accrued interest payable		133		133		0		133		0

- 33 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(7 – continued)

The carrying amounts in the preceding table are included in the consolidated balances sheets under the applicable captions. The fair value of financial instruments with off-balance-sheet risk (primarily loan commitments) is considered immaterial. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash and short-term investments, including cash and due from banks, interest-bearing deposits with banks, and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities and Interest-Bearing Time Deposits

For marketable equity securities, the fair values are based on quoted market prices. For debt securities and interest-bearing time deposits, the Company obtains fair value measurements from an independent pricing service and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. For FHLB stock and other restricted equity securities, the carrying amount is a reasonable estimate of fair value because the stock is not marketable.

Loans

The fair value of loans, excluding loans held for sale, is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and terms. Impaired loans are valued at the lower of their carrying value or fair value. The carrying amount of accrued interest receivable approximates its fair value. The fair value of loans held for sale is based on specific prices of underlying contracts for sale to investors.

Deposits

The fair value of demand deposits, savings accounts, money market deposit accounts and other transaction accounts is the amount payable on demand at the balance sheet date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.

- 34 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.	Recent Accounting Pronouncements

The following are summaries of recently issued or adopted accounting pronouncements that impact the accounting and reporting practices of the Company:

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The update provides a five-step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are included in the scope of other standards). The guidance requires an entity to recognize the 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 and services. For public entities, the guidance was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. However, with the issuance of ASU No. 2015-14 in August 2015, the FASB deferred the effective date of ASU No. 2014-09 by one year for all entities, making the amendments effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Companies have the option to apply ASU No. 2014-09 as of the original effective date. Management is evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial position or results of operations.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the guidance revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with fair value of financial instruments. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management is evaluating the new guidance, but does not expect the adoption of this update to have a material impact on the Company’s consolidated financial position or results of operations.

- 35 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(8 – continued)

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. The guidance is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The adoption of this update did not have a material impact on the Company’s consolidated financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The update replaces the incurred loss methodology for recognizing credit losses under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The expected loss model will apply to loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost. The impairment model for available-for-sale debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. For the Company, the amendments in the update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact the guidance will have upon adoption, but management expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments. The update addresses eight specific cash flow issues with the objective of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in the update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period, and all amendments must be adopted in the same period. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

- 36 -

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(8 – continued)

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. The update simplifies the measurement of goodwill impairment by eliminating Step 2 (implied fair value measurement) from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The amendments in the update are effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities. The update shortens the amortization period for certain callable debt securities held at a premium. Specifically, the update requires the premium to be amortized to the earliest call date. The update does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in the update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

- 37 -

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Safe Harbor Statement for Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts nor guarantees of future performance; rather they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements can be identified by use of the words “expects,” “believes,” “anticipates,” “intends,” “could” and similar expressions. Forward-looking statements also include, but are not limited to, statements regarding estimated cost savings, plans and objectives for future operations, and the Company’s business and growth strategies.

Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; the ability of the Company to execute its business plan; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio; loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in Part II of this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2016 under “Item 1A. Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. These forward-looking statements are made only as of the date of this Form 10-Q and, except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

During the three months ended March 31, 2017, there were no significant changes in the Company’s critical accounting policies or the application of critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Financial Condition

Total assets increased $18.2 million from $743.7 million at December 31, 2016 to $761.9 million at March 31, 2017.

Net loans receivable (excluding loans held for sale) increased $3.9 million from $381.2 million at December 31, 2016 to $385.1 million at March 31, 2017. Residential construction loans, land loans and commercial business loans increased $3.2 million, $2.4 million and $2.0 million, respectively, during the three months ended March 31, 2017 while commercial real estate loans and residential mortgage loans decreased $3.6 million and $1.1 million, respectively, during the period.

Securities available for sale increased $16.4 million from $255.8 million at December 31, 2016 to $272.2 million at March 31, 2017. Purchases of $22.8 million of securities classified as available for sale were made during the three months ended March 31, 2017 and consisted primarily of U.S. government agency mortgage-backed securities and municipal bonds. Principal repayments and maturities of available for sale securities totaled $5.9 million and $850,000, respectively, during the three months ended March 31, 2017.

- 38 -

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Cash and cash equivalents increased from $45.8 million at December 31, 2016 to $47.7 million at March 31, 2017, primarily due to an increase in federal funds sold of $6.7 million, partially offset by a $4.9 million decrease in cash and due from banks.

Total deposits increased 2.6% from $664.7 million at December 31, 2016 to $681.7 million at March 31, 2017. Noninterest-bearing checking accounts increased $16.9 million during the three months ended March 31, 2017 primarily due to new accounts and normal balance fluctuations. Interest-bearing demand and savings accounts increased $2.7 million during period primarily due to current time deposit accountholders transferring funds to non-maturity deposits as customers opt not to lock in to longer terms in the current low-rate environment. This resulted in a decrease in time deposits of $2.5 million during the period.

Total stockholders' equity attributable to the Company increased from $75.7 million at December 31, 2016 to $77.1 million at March 31, 2017 primarily due to retained net income of $852,000 and a decrease of $465,000 in the net unrealized loss on securities available for sale during the three months ended March 31, 2017. The decrease in the net unrealized loss on available for sale securities during the period is primarily due to changes in long-term market interest rates.

Results of Operations

Net Income for the three-month periods ended March 31, 2017 and 2016. Net income attributable to the Company was $1.6 million ($0.46 per share) for the three months ended March 31, 2017 compared to $1.6 million ($0.47 per share) for the three months ended March 31, 2016.

Net interest income for the three-month periods ended March 31, 2017 and 2016. Net interest income increased $138,000 for the three months ended March 31, 2017 compared to the same period in 2016 primarily due to an increase in interest-earning assets, partially offset by decrease in the interest rate spread.

Total interest income decreased $3,000 for the three months ended March 31, 2017 compared to the same period in 2016. For the three months ended March 31, 2017, the average balance of interest-earning assets and their tax-equivalent yield were $704.4 million and 3.70%, respectively. During the same period in 2016, the average balance of those assets was $671.3 million and the tax-equivalent yield was 3.88%. The decrease in the average tax-equivalent yield for 2017 is primarily due to the effect of purchase accounting adjustments related to the December 2015 acquisition of Peoples Bancorp, Inc. of Bullitt County and its wholly-owned bank subsidiary Peoples Bank of Bullitt County (collectively, “Peoples”), headquartered in Shepherdsville, Kentucky. Accretion income related to acquired Peoples loans totaled $35,000 for the three months ended March 31, 2017 compared to $284,000 for the three months ended March 31, 2016.

Total interest expense decreased $141,000 for the three months ended March 31, 2017 compared to the same period in 2016. The average rate paid on interest-bearing liabilities decreased from 0.39% for the three months ended March 31, 2016 to 0.26% for the same period in 2017. This was partially offset by an increase in the average balance of interest-bearing liabilities from $514.2 million to $546.7 million, respectively. The decrease in the average cost of funds is primarily due to the repricing of savings and interest-bearing demand deposit accounts acquired from Peoples. As a result of the changes in interest-earning assets and interest-bearing liabilities, the interest rate spread decreased from 3.49% for the quarter ended March 31, 2016 to 3.44% for the same period in 2017.

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PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Provision for loan losses. Based on management’s analysis of the allowance for loan losses, the provision for loan losses increased from $75,000 for the quarter ended March 31, 2016 to $211,000 for the quarter ended March 31, 2017. The increase in the provision for loan losses for 2017 as compared to the same period in 2016 was due primarily to growth in the loan portfolio. Total loans increased $3.9 million during the three months ended March 31, 2017, compared to a decrease of $1.9 million in total loans during the three months ended March 31, 2016. The Bank recognized net charge-offs of $179,000 for the quarter ended March 31, 2017 compared to $171,000 for the same period in 2016.

Provisions for loan losses are charges to earnings to maintain the total allowance for loan losses at a level considered adequate by management to provide for probable known and inherent loan losses based on management’s evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specified impaired loans and economic conditions. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and other conditions that may be beyond the Bank’s control. While the Bank maintains the allowance for loan losses at a level that it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed the estimated amounts.

The methodology used in determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk characteristics common to groups of loans, determining and measuring impairment of individual loans based on the present value of expected future cash flows or the fair value of collateral, and determining and measuring impairment for groups of loans with similar characteristics by applying loss factors that consider the qualitative factors which may affect the loss rates.

The allowance for loan losses was $3.4 million at March 31, 2017 and December 31, 2016. Management has deemed these amounts as adequate at each date based on its best estimate of probable known and inherent loan losses at each date. At March 31, 2017, nonperforming loans amounted to $3.2 million compared to $3.0 million at December 31, 2016. Included in nonperforming loans at March 31, 2017 are loans 90 days or more past due and still accruing interest of $143,000. These loans are accruing interest because the estimated value of the collateral and collection efforts are deemed sufficient to ensure full recovery. At March 31, 2017 and December 31, 2016, nonaccrual loans amounted to $3.1 million and $2.9 million, respectively.

Noninterest income for the three-month periods ended March 31, 2017 and 2016. Noninterest income was $1.5 million and $1.4 million, respectively, for the three-month periods ended March 31, 2017 and 2016. Service charges on deposit accounts increased $77,000 when comparing the two periods primarily due to new accounts. This was partially offset by an $11,000 decrease in commission and fee income.

Noninterest expense for the three-month periods ended March 31, 2017 and 2016. Noninterest expense for the three months ended March 31, 2017 increased $165,000 compared to the same period in 2016, due primarily to increases in net losses on foreclosed real estate of $161,000 and data processing expense of $111,000. Data processing expense increased when comparing the two periods primarily due to upgraded networks and additional electronic banking customers as a result of the Peoples acquisition.

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PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Income tax expense. Income tax expense for the three-month period ended March 31, 2017 was $515,000, for an effective tax rate of 24.9%, compared to $564,000, for an effective tax rate of 26.2%, for the same period in 2016. The decrease in effective tax rates is primarily due to an increase in tax-exempt income as a percent of income before taxes in 2017.

Liquidity and Capital Resources

The Bank’s primary sources of funds are customer deposits, proceeds from loan repayments, maturing securities and FHLB advances. While loan repayments and maturities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At March 31, 2017, the Bank had cash and cash equivalents of $47.7 million and securities available-for-sale with a fair value of $272.2 million. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB of Indianapolis and additional collateral eligible for repurchase agreements.

The Bank’s primary investing activity is the origination of one-to-four family and commercial real estate mortgage loans and, to a lesser extent, consumer, multi-family, commercial business and residential construction loans. The Bank also invests in U.S. Government and agency securities and mortgage-backed securities issued by U.S. Government agencies.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders. The Company also has repurchased shares of its common stock. The Company’s primary source of income is dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of the Comptroller of the Currency (OCC) but with prior notice to the OCC, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years. On a stand-alone basis, the Company had liquid assets of $791,000 at March 31, 2017.

The Bank is required to maintain specific amounts of capital pursuant to regulatory requirements. As of March 31, 2017, the Bank was in compliance with all regulatory capital requirements that were effective as of such date with Tier 1 capital to average assets, Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to risk-weighted assets and total capital to risk-weighted assets ratios of 9.3%, 14.1%, 14.1% and 14.8%, respectively. The regulatory requirements at that date to be considered “well-capitalized” under applicable regulations were 5.0%, 6.5%, 8.0% and 10.0%, respectively. At March 31, 2017, the Bank was considered “well-capitalized” under applicable regulatory guidelines.

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PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with GAAP, are not recorded on the Company’s financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are primarily used to manage customers’ requests for funding and take the form of loan commitments and letters of credit. A further presentation of the Company’s off-balance sheet arrangements is presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

For the three months ended March 31, 2017, the Company did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Company’s financial condition, results of operations or cash flows.

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PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Qualitative Aspects of Market Risk. Market risk is the risk that the estimated fair value of the Company’s assets and liabilities will decline as a result of changes in interest rates or financial market volatility, or that the Company’s net income will be significantly reduced by interest rate changes.

The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. In order to reduce the exposure to interest rate fluctuations, the Company has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its assets by emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Company for its portfolio. The Company relies on retail deposits as its primary source of funds. Management believes retail deposits, compared to brokered deposits, reduce the effects of interest rate fluctuations because they generally represent a more stable source of funds.

Quantitative Aspects of Market Risk. The Company does not maintain a trading account for any class of financial instrument nor does the Company engage in hedging activities or purchase high-risk derivative instruments. Furthermore, the Company is not subject to foreign currency exchange rate risk or commodity price risk.

Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits, extending loans and investing in investment securities. Many factors affect the Company’s exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. The Company’s earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the Federal Reserve Board.

An element in the Company’s ongoing process is to measure and monitor interest rate risk using a Net Interest Income at Risk simulation to model the interest rate sensitivity of the balance sheet and to quantify the impact of changing interest rates on the Company. The model quantifies the effects of various possible interest rate scenarios on projected net interest income over a one-year horizon. The model assumes a semi-static balance sheet and measures the impact on net interest income relative to a base case scenario of hypothetical changes in interest rates over twelve months and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The scenarios include prepayment assumptions, changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates in order to capture the impact from re-pricing, yield curve, option, and basis risks.

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PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s net interest income could change as follows over a one-year horizon, relative to our base case scenario, based on March 31, 2017 and December 31, 2016 financial information:

	At March 31, 2017						At December 31, 2016
Immediate Change	One Year Horizon						One Year Horizon
in the Level	Dollar			Percent			Dollar			Percent
of Interest Rates	Change			Change			Change			Change
	(Dollars in thousands)
300bp	$	1,766			7.11	%	$	3,470			14.14	%
200bp		1,210			4.88			1,485			6.05
100bp		626			2.53			736			3.00
Static		0			0			0			0
(100)bp		(880	)		(3.55	)		(1,130	)		(4.61	)

At March 31, 2017 and December 31, 2016, the Company’s simulated exposure to a change in interest rates shows that an immediate and sustained increase in rates of 1.00%, 2.00% or 3.00% would increase the Company’s net interest income over a one year horizon compared to a flat interest rate scenario. Alternatively, an immediate and sustained decrease in rates of 1.00% would decrease the Company’s net interest income at both time periods over a one year horizon compared to a flat interest rate scenario.

The Company also has longer term interest rate risk exposure, which may not be appropriately measured by Net Interest Income at Risk modeling. Therefore, the Company also uses an Economic Value of Equity (EVE) interest rate sensitivity analysis in order to evaluate the impact of its interest rate risk on earnings and capital. This is measured by computing the changes in net EVE for its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. EVE modeling involves discounting present values of all cash flows for on and off balance sheet items under different interest rate scenarios and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The discounted present value of all cash flows represents the Company’s EVE and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. The amount of base case EVE and its sensitivity to shifts in interest rates provide a measure of the longer term re-pricing and option risk in the balance sheet.

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PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s EVE could change as follows, relative to the Company’s base case scenario, based on March 31, 2017 and December 31, 2016 financial information:

	At March 31, 2017
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change

300bp	$	109,738	$	(1,092	)		(0.99	)%		15.50	%		98	bp
200bp		110,414		(416	)		(0.38	)		15.21			69	bp
100bp		110,264		(566	)		(0.51	)		14.81			29	bp
Static		110,830		0			0			14.52			0	bp
(100)bp		111,681		851			0.77			14.26			(26	)bp

	At December 31, 2016
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change

300bp	$	86,124	$	(22,444	)		(20.67	)%		12.56	%		(211	)bp
200bp		98,996		(9,572	)		(8.82	)		14.07			(60	)bp
100bp		107,561		(1,007	)		(0.93	)		14.91			24	bp
Static		108,568		0			0			14.67			0	bp
(100)bp		107,122		(1,446	)		(1.33	)		14.10			(57	)bp

The previous tables indicate that at March 31, 2017 and December 31, 2016, the Company would expect a decrease in its EVE in the event of a sudden and sustained 100, 200 or 300 basis point increase in prevailing interest rates. At March 31, 2017, the Company would expect an increase in its EVE in the event of a sudden and sustained 100 basis point decrease in prevailing interest rates. Alternatively, at December 31, 2016, the Company would expect a decrease in its EVE in the event of a sudden and sustained 100 basis point decrease in prevailing interest rates. The changes in the Company’s sensitivity to interest rates from December 31, 2016 to March 31, 2017 are primarily due to updated deposit duration assumptions and changes in the yield curve. The Company updated the deposit duration assumptions as a result of an updated deposit decay rate study completed during the quarter. The deposit decay rate study was based on the Company’s historical deposit data, including available data related to the acquired Peoples deposits, and resulted in increased deposit duration assumptions for most deposit types.

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PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

The models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect the Company’s net interest income and EVE. For this reason, the Company models many different combinations of interest rates and balance sheet assumptions to understand its overall sensitivity to market interest rate changes. Therefore, as with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing tables and it is recognized that the model outputs are not guarantees of actual results. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in the modeling scenarios.

PART I - ITEM 4

CONTROLS AND PROCEDURES

FIRST CAPITAL, INC.

Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

Item 1.

Legal Proceedings

The Company is not a party to any material legal proceedings. Periodically, there have been various claims and lawsuits involving the Bank, mainly as a plaintiff, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition or operations.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report on Form 10-K, however these are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On August 19, 2008, the board of directors authorized the repurchase of up to 240,467 shares of the Company’s outstanding common stock. The stock repurchase program will expire upon the purchase of the maximum number of shares authorized under the program, unless the board of directors terminates the program earlier. There were no shares purchased under the stock repurchase program during the quarter ended March 31, 2017. The maximum number of shares that may yet be purchased under the plan is 143,620.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

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PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

Item 6.

Exhibits

	3.1	Articles of Incorporation of First Capital, Inc. (1)
	3.2	Fifth Amended and Restated Bylaws of First Capital, Inc. (2)
	11	Statement Re: Computation of Per Share Earnings (incorporated by reference to Note 5 of the Unaudited Consolidated Financial Statements contained herein)
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	32.1	Section 1350 Certification of Chief Executive Officer
	32.2	Section 1350 Certification of Chief Financial Officer
	101.0	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

____________________

*	Management contract or compensatory plan, contract or arrangement.

(1)	Incorporated by reference to Exhibit 3.1 filed with the Registration Statement on Form SB-2 on September 16, 1998, and any amendments thereto, Registration No. 333-63515, as amended by that Amendment to Articles of Incorporation provided as Exhibit 3.1 to the Report on Form 8-K files with the Securities and Exchange Commission on May 19, 2016.
(2)	Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2013.

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SIGNATURES

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

	FIRST CAPITAL, INC.
	(Registrant)



Dated May 9, 2017	BY:	/s/William W. Harrod
		William W. Harrod
		President and CEO


Dated May 9, 2017	BY:	/s/ Michael C. Frederick
		Michael C. Frederick
		Executive Vice President, CFO
		and Treasurer

- 49 -

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