HOPFED BANCORP INC - FORM 10-Q

HOPFED BANCORP INC - FORM 10-Q - November 8, 2018

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EX-32.2 - EX-32.2 - HOPFED BANCORP INC	d636072dex322.htm
EX-32.1 - EX-32.1 - HOPFED BANCORP INC	d636072dex321.htm
EX-31.2 - EX-31.2 - HOPFED BANCORP INC	d636072dex312.htm
EX-31.1 - EX-31.1 - HOPFED BANCORP INC	d636072dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2018

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

Commission File Number: 000-23667

HOPFED BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

61-1322555

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


4155 Lafayette Road, Hopkinsville, Kentucky		42240
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (270) 885-1171

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 ninety days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (subsection 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file or a non-accelerated filer. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act: (Check one)

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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 5, 2018, the Registrant had outstanding 6,649,190 shares of the Registrant’s Common stock at $0.01 par value.

CONTENTS

HOPFED BANCORP, INC.


	PAGE
PART I. FINANCIAL INFORMATION

Item 1. Consolidated & Condensed Financial Statements

Interim Consolidated Condensed Statements of Financial Condition as of September 30, 2018 (unaudited) and December 31, 2017		2

Interim Consolidated Condensed Statements of Income for the Three and Nine Month Periods Ended September 30, 2018 and September 30, 2017 (unaudited)		4

Interim Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Month Periods Ended September 30, 2018 and September 30, 2017 (unaudited)		6

Interim Consolidated Condensed Statement of Stockholders’ Equity for the Nine Month Period Ended September 30, 2018 (unaudited)		7

Interim Consolidated Condensed Statements of Cash Flows for the Nine Month Periods Ended September 30, 2018 and September 30, 2017 (unaudited)		8

Notes to Interim Consolidated Condensed Financial Statements (unaudited)		9

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk		50

Item 4. Controls and Procedures		50

PART II OTHER INFORMATION

Item 1. Legal Proceedings		51

Item 1A. Risk Factors		51

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		52

Item 3. Defaults Upon Senior Securities		52

Item 4. Mine Safety Disclosures		52

Item 5. Other Information		52

Item 6. Exhibits		53

SIGNATURES		54

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Financial Condition

(Dollars in Thousands)


	September 30, 2018		December 31, 2017
	(unaudited)
Assets
Cash and due from banks	$	21,987		37,965
Interest-bearing deposits in banks		8,687		7,111

Cash and cash equivalents		30,674		45,076
Federal Home Loan Bank stock, at cost		4,428		4,428
Securities available for sale		159,282		184,791
Loans held for sale		1,873		1,539
Loans receivable, net of allowance for loan losses of $4,553 at September 30, 2018 and $4,826 at December 31, 2017		663,821		637,102
Accrued interest receivable		3,390		3,589
Foreclosed assets, net		3,533		3,369
Bank owned life insurance		10,587		10,368
Premises and equipment, net		22,072		22,700
Deferred tax assets		2,399		1,764
Other assets		2,816		2,784

Total assets	$	904,875		917,510

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing accounts	$	134,297		136,197
Interest-bearing accounts
Checking accounts		185,380		208,496
Savings and money market accounts		97,347		104,347
Other time deposits		309,890		304,969

Total deposits		726,914		754,009
Advances from Federal Home Loan Bank		33,000		23,000
Repurchase agreements		42,043		38,353
Subordinated debentures		10,310		10,310
Advances from borrowers for taxes and insurance		1,432		808
Accrued expenses and other liabilities		3,737		3,618

Total liabilities		817,436		830,098

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Financial Condition, Continued

(Dollars in Thousands, Except Par Value and Share Amounts)


	September 30, 2018			December 31, 2017
	(unaudited)
Stockholders’ equity
Preferred stock, par value $0.01 per share; authorized—500,000 shares; no shares issued and outstanding at September 30, 2018 and December 31, 2017		—			—
Common stock, par value $.01 per share; authorized 15,000,000 shares; 7,991,170 issued and 6,649,190 outstanding at September 30, 2018 and 7,976,131 issued and 6,637,771 outstanding at December 31, 2017		80			80
Additional paid-in-capital		59,035			58,825
Retained earnings		53,980			51,162
Treasury stock, at cost (1,341,980 shares at September 30, 2018 and 1,338,360 shares at December 31, 2017)		(16,706	)		(16,655	)
Unearned Employee Stock Ownership Plan (“ESOP”) shares, at cost (400,768 shares at September 30, 2018 and 434,548 share at December 31, 2017)		(5,457	)		(5,901	)
Accumulated other comprehensive loss		(3,493	)		(99	)

Total stockholders’ equity		87,439			87,412

Total liabilities and stockholders’ equity	$	904,875			917,510

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Income

(Dollars in Thousands)

(Unaudited)


	For the Three Month Periods Ended September 30,				For the Nine Month Periods Ended September 30,
	2018		2017		2018		2017
Interest and dividend income:
Loans		8,164		7,260		23,499		20,959
Investment in securities, taxable		970		1,124		3,082		3,397
Nontaxable securities available for sale		189		233		610		796
Interest-bearing deposits		21		18		66		62

Total interest and dividend income		9,344		8,635		27,257		25,214

Interest expense:
Deposits		1,694		1,206		4,330		3,570
FHLB borrowings		210		89		436		151
Repurchase agreements		188		130		513		352
Subordinated debentures		139		112		399		324

Total interest expense		2,231		1,537		5,678		4,397

Net interest income		7,113		7,098		21,579		20,817
Provision for loan losses		74		71		204		421

Net interest income after provision for loan losses		7,039		7,027		21,375		20,396

Non-interest income:
Service charges		756		819		2,189		2,423
Merchant card		316		299		954		916
Mortgage origination revenue		338		335		1,146		947
Gain on sale of investments		5		162		513		178
Income from bank owned life insurance		75		95		219		402
Income from financial services		184		134		499		419
Other operating income		219		186		481		877

Total non-interest income		1,893		2,030		6,001		6,162

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Income, Continued

(Dollars in Thousands, Except Per Share Amounts)

(Unaudited)


	For the Three Month Periods Ended September 30,					For the Nine Month Periods Ended September 30,
	2018		2017			2018		2017
Non-interest expenses:
Salaries and benefits		4,134		3,919			12,367		12,132
Occupancy		785		716			2,314		2,220
Data processing		807		795			2,356		2,105
State deposit tax		158		169			487		600
Professional services		489		409			1,454		1,221
Advertising		329		240			975		989
Foreclosure, net		20		(25	)		35		89
Loss on sale of asset		1		—			10		3
Other operating expenses		789		945			2,628		2,731

Total non-interest expense		7,512		7,168			22,626		22,090

Income before income tax expense		1,420		1,889			4,750		4,468
Income tax expense		180		486			699		989

Net income		1,240		1,403			4,051		3,479

Net income per share:
Basic	$	0.20	$	0.22		$	0.65	$	0.56

Diluted	$	0.20	$	0.22		$	0.65	$	0.56

Dividend per share	$	0.07	$	0.05		$	0.19	$	0.14

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Comprehensive Income (Loss)

(Dollars in Thousands)

(Unaudited)


	For the Three Month Periods Ended September 30,						For the Nine Month Periods Ended September 30,
	2018			2017			2018			2017
Net income	$	1,240			1,403			4,051			3,479
Other comprehensive income, net of tax:
Unrealized (loss) gain on non-other than temporary impaired investment securities available for sale, net of taxes of $202 and $24 for the three month periods ended September 30, 2018 and September 30, 2017; and $856 and ($223) for the nine month periods ended September 30, 2018 and September 30, 2017.		(763	)		(44	)		(3,222	)		431
Unrealized (loss) gain on OTTI securites, net of taxes of $0 and $52 for the three month periods ended September 30, 2018 and September 30, 2017; and ($61) and $38 for the nine month periods ended September 30, 2018 and September 30, 2017.		—			(100	)		233			(74	)
Reclassification adjustment for gains included in net income, net of taxes of $1 and $55 for the three month periods ended September 30, 2018 and September 30, 2017; and $107 and $61 for the nine month periods ended September 30, 2018 and September 30, 2017.		(4	)		(107	)		(405	)		(117	)

Total other comprehensive income		(767	)		(251	)		(3,394	)		240

Comprehensive income	$	473			1,152			657			3,719

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statement of Stockholders’ Equity

For the Nine Month Period Ended September 30, 2018

(Dollars in Thousands, Except Share Amounts)

(Unaudited)


	Common Shares			Common Stock		Additional Paid in Capital		Retained Earnings			Common Treasury Shares			Unearned ESOP Shares			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance December 31, 2017		6,637,771		$	80		58,825		51,162			(16,655	)		(5,901	)		(99	)		87,412
Restricted stock awards		15,039			—		—		—			—			—			—			—
Net income		—			—		—		4,051			—			—			—			4,051
Repurchase of treasury stock		(3,620	)		—		—		—			(51	)		—			—			(51	)
ESOP shares committed to be released		—			—		—		—			—			444			—			444
Change in price of ESOP shares		—			—		91		—			—			—			—			91
Compensation expense, restricted stock awards		—			—		119		—			—			—			—			119
Net change in unrealized gain on securities available for sale, net of income taxes of $902		—			—		—		—			—			—			(3,394	)		(3,394	)
Cash dividend declared to common shareholders		—			—		—		(1,233	)		—			—			—			(1,233	)

Balance September 30, 2018		6,649,190		$	80		59,035		53,980			(16,706	)		(5,457	)		(3,493	)		87,439

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

HOPFED BANCORP, INC.

Interim Consolidated Condensed Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)


	For the Nine Month Periods Ended September 30,
	2018			2017
Cash flows from operating activities:
Net cash provided by operating activities	$	6,597			7,702
Cash flows from investing activities:
Proceeds from sales, calls and maturities of securities available for sale		27,170			40,480
Purchase of securities available for sale		(7,042	)		(23,572	)
Net increase in loans		(26,831	)		(25,806	)
Proceeds from sale of foreclosed assets		88			1,666
Purchase of premises and equipment		(319	)		(399	)

Net cash used in investing activities		(6,934	)		(7,631	)

Cash flows from financing activities:
Net decrease in demand deposits		(32,016	)		(17,376	)
Net increase in time and other deposits		4,921			15,723
Increase in advances from borrowers for taxes and insurance		624			422
Advances from Federal Home Loan Bank		87,000			58,000
Repayment of advances from Federal Home Loan Bank		(77,000	)		(38,000	)
Net increase (decrease) in repurchase agreements		3,690			(9,826	)
Purchase of treasury stock		(51	)		(584	)
Dividends paid on common stock		(1,233	)		(868	)

Net cash (used in) provided by financing activities		(14,065	)		7,491

(Decrease) increase in cash and cash equivalents		(14,402	)		7,562
Cash and cash equivalents, beginning of period		45,076			25,749

Cash and cash equivalents, end of period	$	30,674		$	33,311

Supplemental disclosures of cash flow information:
Interest paid		5,515			4,374

Income taxes paid		33			421

See accompanying Notes to Unaudited Interim Consolidated Condensed Financial Statements.

NOTES TO UNAUDITED INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1)	BASIS OF PRESENTATION

The accompanying unaudited interim consolidated condensed financial statements include the accounts of HopFed Bancorp, Inc. (the “Corporation” or “HopFed”) and its subsidiaries (collectively, the “Company”). The Corporation is a parent holding company of Heritage Bank USA, Inc. (the “Bank”). The Banks owns JBMM, LLC, a wholly-owned, limited liability company, which owns and manages the Bank’s foreclosed assets. The Bank also owns Heritage USA Title, LLC, which sells title insurance to the Bank’s real estate loan customers. The Bank owns Fort Webb LP, LLC, which owns a limited partnership interest in Fort Webb Elderly Housing LP, LLC, a low income senior citizen housing facility in Bowling Green, Kentucky. All significant intercompany accounts have been eliminated.

The Bank is a Kentucky commercial bank regulated by the Kentucky Department of Financial Institutions (“KDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). HopFed Bancorp is regulated by the Federal Reserve Bank of Saint Louis (“FED”).

The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for fair presentation have been included. The results of operations and other data for the nine month period ended September 30, 2018 are not necessarily indicative of results that may be expected the entire fiscal year ending December 31, 2018.

The accompanying unaudited interim consolidated condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017. The accounting policies followed by the Company are set forth in the Summary of Significant Accounting Policies in the Company’s December 31, 2017 Consolidated Financial Statements.

(2)	EARNINGS PER SHARE

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common stock shares outstanding. Diluted EPS is computed by dividing net income by the weighted average number of common stock shares outstanding, adjusted for the effect of potentially dilutive stock awards outstanding during the period. For the three and nine month periods ended September 30, 2018 and September 30, 2017, the Company has excluded all unearned shares held by the ESOP.


	For the three month periods Ended September 30,
	2018		2017
Basic EPS:
Net income	$	1,240,000	$	1,403,000
Average common shares outstanding		6,211,636		6,236,075

Earnings per share	$	0.20	$	0.22

Diluted EPS
Net income	$	1,240,000	$	1,403,000
Average common shares outstanding		6,211,636		6,236,075

Dilutive effect of stock options		—		—

Average diluted shares outstanding		6,211,636		6,236,075

Earnings per share, diluted	$	0.20	$	0.22


	For the nine month periods Ended September 30,
	2018		2017
Basic EPS:
Net income	$	4,051,000	$	3,479,000
Average common shares outstanding		6,203,453		6,227,955

Earnings per share	$	0.65	$	0.56

Diluted EPS
Net income	$	4,051,000	$	3,479,000
Average common shares outstanding		6,203,453		6,227,955

Dilutive effect of stock options		—		—

Average diluted shares outstanding		6,203,453		6,227,955

Earnings per share, diluted	$	0.65	$	0.56

(3)	SECURITIES

The carrying amount of securities and their estimated fair values at September 30, 2018 and December 31, 2017 were as follows:


	September 30, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in Thousands)
Restricted:
FHLB stock	$	4,428		—		—			4,428

Available for sale:
U.S. Agency securities	$	73,957		30		(2,237	)		71,750
Taxable municipal bonds		960		2		(7	)		955
Tax free municipal bonds		24,086		144		(271	)		23,959
Mortgage backed securities		64,700		47		(2,129	)		62,618

	$	163,703		223		(4,644	)		159,282


	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in Thousands)
Restricted:
FHLB stock	$	4,428		—		—			4,428

Available for sale:
U.S. Agency securities	$	84,210		536		(653	)		84,093
Taxable municipal bonds		1,279		5		(1	)		1,283
Tax free municipal bonds		26,412		637		(83	)		26,966
Trust preferred securities		1,650		35		—			1,685
Mortgage-backed securities		71,389		201		(826	)		70,764

	$	184,940		1,414		(1,563	)		184,791

The scheduled maturities of debt securities available for sale at September 30, 2018 were as follows:


	Amortized Cost		Estimated Fair Value
	(Dollars in Thousands)
Due within one year	$	2,520	$	2,522
Due in one to five years		28,341		27,677
Due in five to ten years		13,137		12,734
Due after ten years		6,895		6,822

		50,893		49,755
Amortizing agency bonds		48,110		46,909
Mortgage-backed securities		64,700		62,618

Total securities available for sale	$	163,703	$	159,282

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of September 30, 2018 were as follows:


	Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale
U.S. Agency securities	$	24,275		(545	)		41,874		(1,692	)		66,149		(2,237	)
Taxable municipal bonds		—		—			508		(7	)		508		(7	)
Tax free municipal bonds		8,261		(131	)		4,329		(140	)		12,590		(271	)
Mortgage-backed securities		22,582		(681	)		34,228		(1,448	)		56,810		(2,129	)

Total available for sale	$	55,118		(1,357	)		80,939		(3,287	)		136,057		(4,644	)

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2017 were as follows:


	Less than 12 months					12 months or longer					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
	(Dollars in Thousands)
Available for sale
U.S. Agency securities	$	41,501		(431	)		9,846		(222	)		51,347		(653	)
Taxable municipal bonds		521		(1	)		—		—			521		(1	)
Tax free municipal bonds		4,860		(51	)		913		(32	)		5,773		(83	)
Mortgage-backed securities		40,441		(289	)		21,566		(537	)		62,007		(826	)

Total available for sale	$	87,323		(772	)		32,325		(791	)		119,648		(1,563	)

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluations. 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 recovery in fair value.

At September 30, 2018, the Company has 110 securities with unrealized losses. The losses for all securities are considered to be a direct result of the effect that the prevailing interest rate environment had on the value of debt securities and are not related to the credit worthiness of the issuers. Furthermore, the Company has the intent and ability to retain its investments in the issuers for a period of time that management believes to be sufficient to allow for any anticipated recovery in fair value. Therefore, the Company did not recognize any other-than-temporary impairments during the nine month period ended September 30, 2018.

At September 30, 2018 and December 31, 2017, securities with a book value of approximately $94.7 million and $119.8 million and a market value of approximately $93.7 million and $118.0 million, respectively, were pledged to various municipalities for deposits in excess of FDIC limits as required by law. At September 30, 2018 and December 31, 2017, securities with a market value of $42.0 million and $38.4 million, respectively, were sold to customers as part of overnight repurchase agreements.

(4)

LOANS

The Company uses the following loan segments as described below:

•

One-to-four family first mortgages are closed-end loans secured by residential housing. Loans may be either owner or non-owner occupied properties. If the loan is owner-occupied, the loan is analyzed and under-written as a consumer loan. Loan terms may be up to 30 years.

•

Home equity lines of credit may be first or second mortgages secured by one-to-four family properties. Home equity loans carry a variable rate and typically are open ended for a period not to exceed ten years with a fifteen year final maturity. Loans secured by home equity lines of credit are under-written under the Company’s consumer loan guidelines.

•

Junior liens are closed-end loans secured by one-to-four family residences with a fixed or variable rate. Typically, the collateral for these loans are owner occupied units with a subordinate lien. Loans secured by junior liens are under-written under the Company’s consumer loan guidelines.

•

Multi-family loans are closed-end loans secured by residential housing with five or more units in a single building. Multi-family loans may carry a variable rate of interest or the interest rate on the loan is a fixed rate (usually five years). After the initial fixed rate period, the loan reverts to a variable rate or has balloon maturity. Multi-family loans have amortization terms of up to twenty years and are under-written under the Company’s commercial loan underwriting guidelines.

•

Constructions loans may consist of residential or commercial properties and carry a fixed or variable rate for the term of the construction period. Construction loans have a maturity of between twelve and twenty-four months depending on the type of property. After the construction period, loans are amortized over a twenty-year period. All construction loans are under written under the Company’s commercial loan underwriting guidelines for the type of property being constructed.

•

Land loans consist of properties currently under development, land held for future development and land held for recreational purposes. Land loans used for recreational purposes are amortized for twenty years and typically carry a fixed rate of interest for one-to-five years with a balloon maturity or floating rate period to follow and are under-written under the Company’s commercial loan underwriting guidelines.

•

Loans classified as farmland by the Company include properties that are used exclusively for the production of grain, livestock, poultry or swine. Loans secured by farmland have a maturity of up to twenty years and carry a fixed rate of interest for five to ten years. Loans secured by farmland are under-written under the Company’s commercial loan underwriting guidelines.

•

Non-residential real estate loans are secured by commercial real estate properties and may be either owner or non-owner occupied. The loans typically have a twenty year maturity and may be fixed for a period of five to ten years. After the initial fixed rate period, the note will either revert to a one year adjustable rate loan or have a balloon maturity. Loans secured by non-residential real estate are under-written under the Company’s commercial loan underwriting standards.

•

The Company originates secured and unsecured consumer loans. Collateral for consumer loans may include deposits, brokerage accounts, automobiles and other personal items. Consumer loans are typically fixed for a term of one to five years and are under-written using the Company’s consumer loan policy.

•

The Company originates unsecured and secured commercial loans. Secured commercial loans may have business inventory, accounts receivable and equipment as collateral. The typical customer may include all forms of manufacturing, retail and wholesale sales, professional services and various forms of agri-business interest. Commercial loans may be fixed or variable rate and typically have terms between one and five years.

Set forth below is selected data relating to the composition of the loan portfolio by type of loan at September 30, 2018 and December 31, 2017.


	September 30, 2018			December 31, 2017
	(Dollars in Thousands)
Real estate loans:
One-to-four family first mortgages	$	175,021		$	163,565
Home equity lines of credit		34,352			35,697
Junior liens		1,131			1,184
Multi-family		30,778			37,445
Construction		34,036			30,246
Land		11,534			14,873
Non-residential real estate		244,283			224,952
Farmland		33,349			36,851

Total mortgage loans		564,484			544,813
Consumer loans		7,945			8,620
Commercial loans		96,448			88,938

Total other loans		104,393			97,558

Total loans		668,877			642,371
Deferred loan fees, net of cost		(503	)		(443	)
Less allowance for loan losses		(4,553	)		(4,826	)

Total loans, net	$	663,821		$	637,102

Although the Company has a diversified loan portfolio, 84.4% and 84.8% of the portfolio was concentrated in loans secured by real estate at September 30, 2018 and December 31, 2017, respectively. At September 30, 2018 and December 31, 2017, the majority of these loans are located within the Company’s general operating area.

Risk Grade Classifications

The Company utilizes a credit grading system that provides a uniform framework for establishing and monitoring credit risk in the loan portfolio. Under this system, each loan is graded based on pre-determined risk metrics and categorized into one of the risk grades discussed below. The Company uses the following risk grade definitions for commercial loans:

Excellent - Loans in this category are to persons or entities of unquestioned financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by Bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.

Very Good - These are loans to persons or entities with strong financial condition and above-average liquidity who have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.

Satisfactory - Assets of this grade conform to substantially all the Bank’s underwriting criteria and evidence an average level of credit risk; however, such assets display more susceptibility to economic, technological or political changes since they lack the above average financial strength of credits rated Very Good. Borrower’s repayment capacity is considered to be adequate. Credit is appropriately structured and serviced; payment history is satisfactory.

Acceptable - Assets of this grade conform to most of the Bank’s underwriting criteria and evidence an acceptable, though higher than average, level of credit risk; however, these loans have certain risk characteristics which could adversely affect the borrower’s ability to repay given material adverse trends. Loans in this category require an above average level of servicing and show more reliance on collateral and guaranties to preclude a loss to the Bank should material adverse trends develop. If the borrower is a company, its earnings, liquidity and capitalization are slightly below average when compared to its peers.

Watch - These loans are characterized by borrowers who have marginal cash flow, marginal profitability, or have experienced an unprofitable year and a declining financial condition. The borrower has in the past satisfactorily handled debts with the Bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the Bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure. This classification includes loans to established borrowers that are reasonably margined by collateral, but where potential for improvement in financial capacity appears limited.

Special Mention - Loans in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deteriorating prospects for the asset or in the institution’s credit position at some future date. Borrowers may be experiencing adverse operating trends or market conditions. Non-financial reasons for rating a credit exposure Special Mention include, but are not limited to: management problems, pending litigations, ineffective loan agreement and/or inadequate loan documentation, structural weaknesses and/or lack of control over collateral.

Substandard - A substandard asset is inadequately protected by the current sound worth or paying capacity of the debtor or the collateral pledged. There exists one or more well defined weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility the Bank will experience some loss if the deficiencies are not corrected.

Doubtful - A loan classified as doubtful has all the weaknesses inherent in a loan 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. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the Bank’s loan. These loans are in a work-out status and have a defined work-out strategy.

Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as Bankable assets is not warranted. The Bank takes losses in the period in which they become uncollectible.

The following credit risk standards are assigned to consumer loans:

Satisfactory - All consumer open-end and closed-end retail loans shall have an initial risk grade assigned of 3 - Satisfactory.

Substandard - All consumer open-end and closed-end retail loans past due 90 cumulative days from the contractual date will be classified as 7 - Substandard. If a consumer/retail loan customer files bankruptcy, the loan will be classified as 7 - Substandard regardless of payment history.

Loss - All closed-end retail loans that become past due 120 cumulative days and open-end retail loans that become past due 180 cumulative days from the contractual due date will be charged off as loss assets. The charge off will be taken by the end of the month in which the 120-day or 180-day time period elapses. All losses in retail credit will be recognized when the affiliate becomes aware of the loss, but in no case should the charge off exceed the time frames stated within this policy.

The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the nine month period ended September 30, 2018:


	Balance 12/31/2017		Charge offs 2018			Recoveries 2018		Provision 2018			Ending Balance 9/30/2018
	(Dollars in Thousands)
One-to-four family mortgages	$	747		(6	)		10		201			952
Home equity line of credit		189		—			6		(26	)		169
Junior liens		5		—			—		(1	)		4
Multi-family		314		—			—		(97	)		217
Construction		161		—			—		(17	)		144
Land		1,223		(40	)		—		(362	)		821
Non-residential real estate		789		—			13		451			1,253
Farmland		367		(2	)		1		(224	)		142
Consumer loans		184		(222	)		64		107			133
Commercial loans		847		(307	)		6		172			718

Total	$	4,826		(577	)		100		204			4,553

The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the year ended December 31, 2017:


	Balance 12/31/2016		Charge offs 2017			Recoveries 2017		Provision 2017			Ending Balance 12/31/2017
	(Dollars in Thousands)
One-to-four family mortgages	$	852		(66	)		13		(52	)		747
Home equity line of credit		260		—			12		(83	)		189
Junior liens		8		—			4		(7	)		5
Multi-family		412		—			417		(515	)		314
Construction		277		—			—		(116	)		161
Land		1,760		(2,608	)		559		1,512			1,223
Farmland		778		—			16		(191	)		367
Non-residential real estate		964		—			10		(421	)		789
Consumer loans		208		(261	)		87		150			184
Commercial loans		593		(224	)		278		200			847

Total	$	6,112		(3,159	)		1,396		477			4,826

The table below presents past due and non-accrual balances, excluding loan fees of $503,000, at September 30, 2018 by loan classification allocated between performing and non-performing (Dollars in Thousands):


	Currently Performing		30 - 89 Days Past Due		Past due more than 90 days and Accruing		Non-accrual Loans		Special Mention		Substandard		Total
One-to-four family mortgages	$	172,824		1,175		—		463		—		559		175,021
Home equity line of credit		33,978		13		—		346		—		15		34,352
Junior liens		1,127		—		—		4		—		—		1,131
Multi-family		30,778		—		—		—		—		—		30,778
Construction		33,884		152		—		—		—		—		34,036
Land		10,662		—		—		—		872		—		11,534
Non-residential real estate		233,277		205		—		582		4,703		5,516		244,283
Farmland		33,016		99		—		—		234		—		33,349
Consumer loans		7,582		39		—		7		—		317		7,945
Commercial loans		91,535		97		—		439		1,620		2,757		96,448

Total	$	648,663		1,780		—		1,841		7,429		9,164		668,877

The table below presents past due and non-accrual balances, excluding loan fees of $443,000, at December 31, 2017 by loan classification allocated between performing and non-performing:


	Currently Performing		30 - 89 Days Past Due		Past due more than 90 days and Accruing		Non-accrual Loans		Special Mention		Substandard		Total
					(Dollars in Thousands)
One-to-four family mortgages	$	162,724		181		88		266		—		306		163,565
Home equity line of credit		35,285		—		—		402		—		10		35,697
Junior liens		1,180		—		—		4		—		—		1,184
Multi-family		37,445		—		—		—		—		—		37,445
Construction		30,246		—		—		—		—		—		30,246
Land		14,322		—		—		40		—		511		14,873
Non-residential real estate		216,692		209		—		—		979		7,072		224,952
Farmland		35,253		—		—		111		1,147		340		36,851
Consumer loans		8,373		3		—		3		—		241		8,620
Commercial loans		83,892		—		—		459		3,572		1,015		88,938

Total	$	625,412		393		88		1,285		5,698		9,495		642,371

At September 30, 2018, there were no loans more than 90 days past due and accruing interest. At December 31, 2017, there were $88,000 in loans more than 90 days past due accruing interest.

The following table presents the balance in the allowance for loan losses and the recorded investment in loans as of September 30, 2018 and December 31, 2017 by portfolio segment and based on the impairment method.


	Commercial		Land Development / Construction		Commercial Real Estate		Residential Real Estate		Consumer		Total
September 30, 2018:	(Dollars in Thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	110		—		15		—		79		204
Collectively evaluated for impairment		608		965		1,597		1,125		54		4,349

Total ending allowance balance	$	718		965		1,612		1,125		133		4,553

Loans:
Loans individually evaluated for impairment	$	2,935		—		5,571		—		316		8,822
Loans collectively evaluated for impairment		93,513		45,570		302,839		210,504		7,629		660,055

Total ending loans balance	$	96,448		45,570		308,410		210,504		7,945		668,877


	Commercial		Land Development / Construction		Commercial Real Estate		Residential Real Estate		Consumer		Total
December 31, 2017:	(Dollars in Thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	233		—		2		—		54		289
Collectively evaluated for impairment		614		1,384		1,468		941		130		4,537

Total ending allowance balance	$	847		1,384		1,470		941		184		4,826

Loans:
Loans individually evaluated for impairment	$	1,416		515		7,532		257		217		9,937
Loans collectively evaluated for impairment		87,522		44,604		291,716		200,189		8,403		632,434

Total ending loans balance	$	88,938		45,119		299,248		200,446		8,620		642,371

The determination of the allowance for loan losses is based on management’s analysis, performed on a quarterly basis. Various factors are considered, including the growth and composition of the loan portfolio, the relationship of the allowance for loan losses to outstanding loans, historical loss experience, delinquency trends and prevailing economic conditions and the market value of the underlying collateral. Although management believes its allowance for loan losses is adequate, there can be no assurance that additional allowances will not be required or that losses on loans will not be incurred.

A loan is considered to be impaired when management determines that it is probable that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. The value of individually impaired loans is measured based on the present value of expected payments or using the fair value of the collateral less cost to sell if the loan is collateral dependent. Currently, it is management’s practice to classify all substandard or doubtful loans as impaired.

Loans by classification type and credit risk indicator at September 30, 2018 and December 31, 2017 were as follows:


September 30, 2018	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in Thousands)
One-to-four family mortgages	$	173,999		—		1,022		—		175,021
Home equity line of credit		33,991		—		361		—		34,352
Junior liens		1,127		—		4		—		1,131
Multi-family		30,778		—		—		—		30,778
Construction		34,036		—		—		—		34,036
Land		10,662		872		—		—		11,534
Non-residential real estate		233,482		4,703		6,098		—		244,283
Farmland		33,115		234		—		—		33,349
Consumer loans		7,621		—		324		—		7,945
Commercial loans		91,632		1,620		3,196		—		96,448

Total	$	650,443		7,429		11,005		—		668,877


December 31, 2017	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in Thousands)
One-to-four family mortgages	$	162,993		—		572		—		163,565
Home equity line of credit		35,285		—		412		—		35,697
Junior liens		1,184		—		—		—		1,184
Multi-family		37,445		—		—		—		37,445
Construction		30,246		—		—		—		30,246
Land		14,318		—		555		—		14,873
Non-residential real estate		216,901		979		7,072		—		224,952
Farmland		35,253		1,147		451		—		36,851
Consumer loans		8,376		—		244		—		8,620
Commercial loans		83,892		3,572		1,474		—		88,938

Total	$	625,893		5,698		10,780		—		642,371

Impaired loans by classification type and the related valuation allowance amounts at September 30, 2018 were as follows:


	At September 30, 2018						For the nine month period ended September 30, 2018

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in Thousands)
Impaired loans with no specific allowance
One-to-four family mortgages	$	1,022		1,022		—		888		40
Home equity line of credit		361		361		—		326		23
Junior liens		4		4		—		2		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		—		—		—		390		21
Non-residential real estate		527		527		—		5,173		225
Farmland		—		——		—		138		—
Consumer loans		8		8		—		5		—
Commercial loans		261		261		—		2,053		126

Total		2,183		2,183		—		8,975		435


Impaired loans with a specific allowance
One-to-four family mortgages		—		—		—		—		—
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		—		—		—		—		—
Non-residential real estate		5,571		5,571		15		1,394		11
Farmland		—		—		—		—		—
Consumer loans		316		316		87		304		—
Commercial loans		2,935		2,935		110		956		17

Total		8,822		8,822		204		2,654		28

Total	$	11,005		11,005		204		11,629		463

Impaired loans by classification type and the related valuation allowance amounts at December 31, 2017 were as follows:


	At December 31, 2017						For the year ended December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in Thousands)
Impaired loans with no specific allowance
One-to-four family mortgages	$	257		257		—		1,235		35
Home equity line of credit		—		—		—		447		26
Junior liens		—		—		—		6		—
Multi-family		—		—		—		1,135		—
Construction		—		—		—		—		—
Land		515		515		—		837		44
Non-residential real estate		7,086		7,086		—		8,979		395
Farmland		444		444		—		1,094		35
Consumer loans		—		—		—		8		2
Commercial loans		875		875		—		1,571		46

Total		9,177		9,177		—		15,312		583


Impaired loans with a specific allowance
One-to-four family mortgages		—		—		—		—		—
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		—		—		—		4,006		—
Non-residential real estate		2		2		2		88		2
Farmland		—		—		—		195		—
Consumer loans		217		217		54		248		—
Commercial loans		541		541		233		479		13

Total		760		760		289		5,016		15

Total impaired loans	$	9,937		9,937		289		20,328		598

At September 30, 2018 non-accrual loans totaled $1.8 million, or 0.28% of total loans compared to $1.3 million, or 0.20% of total loans, at December 31, 2017. At September 30, 2018, all non-accrual loans with the exception of one junior lien loan are classified as substandard. At September 30, 2018, the Company is not obligated to lend additional funds to borrowers who have been placed in non-accrual status. There are no loans accruing interest that are past due more than 90 days at September 30, 2018. At December 31, 2017, there was one loan, totaling $88,000 that was past due more than 90 days and accruing interest.

At September 30, 2018 and December 31, 2017, the Company’s balances in non-accrual loans by loan type is as follows:


	September 30, 2018		December 31, 2017
	(Dollars in Thousands)
One-to-four family mortgages		463		266
Home equity line of credit		346		402
Junior Lien		4		4
Land		—		40
Farmland		—		111
Non-residential real estate		582		—
Consumer loans		7		3
Commercial loans		439		459

Total non-accrual loans		1,841		1,285

The following table provides the number of loans remaining in each category as of September 30, 2018 and December 31, 2017 that the Company had previously modified in a TDR:


	Number of Loans		Pre-Modification Outstanding Record Investment		Post Modification Outstanding Record Investment, net of related allowance
September 30, 2018
Non-residential real estate		3	$	3,195,191		3,195,191
Commercial		1		322,317		322,317
December 31, 2017
Non-residential real estate		2		3,163,435		3,163,435

In the nine month period ended September 30, 2018, the Company identified two additional loans as TDR. The new commercial loan classified as TDR is secured by equipment and inventory. The TDR classification is the result of the borrower’s declining financial condition, prompting the Company to lengthen the amortization period of the loan. The length of the current amortization period is outside of our loan policy and results in a TDR classification. The loan has a one year balloon feature and the borrower’s financial condition will be re-evaluated at that time.

The new non-residential real estate loan classified as a TDR is an owner occupied property in which the owner’s cash flow is declining. In September of 2018, the bank agreed to a six month interest only forbearance to provide financial relieve to the customer while he attempts to sell either the building or entire business.

There were no loans as of September 30, 2018 that have been modified as TDRs and that subsequently defaulted within twelve months on their modified terms. At September 30, 2018, there are no commitments to lend additional funds to any borrower whose loan terms have been modified in a TDR.

For the nine month period ended September 30, 2018, a summary of the activity of loans classified as TDR includes (Dollars in Thousands):


	Balance at 12/31/17		New TDR		Loan Amortization			Balance at 9/30/18
Non-residential real estate	$	3,163		322		(56	)	$	3,429
Commercial loans		—		89		—			89

Total performing TDR	$	3,163		322		(56	)	$	3,518

(5)	FORECLOSED ASSETS

The Company’s foreclosed assets have been acquired through customer loan defaults. The property is recorded at the lower of cost or fair value less estimated cost to sell and carrying cost at the date acquired. Any difference between the book value and estimated market value is recognized as a charge off through the allowance for loan loss account. Additional losses on foreclosed assets may be determined on individual properties at specific intervals or at the time of disposal. In general, the Company will obtain a new appraisal on all foreclosed assets with a book balance in excess of $250,000 on an annual basis. Additional losses are recognized as a non-interest expense.

For the nine month period ended September 30, 2018, the Company’s activity in foreclosed property included the following:


			Activity During 2018
	Balance 12/31/2017		Foreclosure		Sales			Reduction in Values			Gain (Loss) on Sale		Balance 9/30/2018
	(Dollars in Thousands)
One-to-four family mortgages	$	169		241		(88	)		(5	)		16	$	333
Land		3,200		—		—			—			—		3,200

Total	$	3,369		241		(88	)		(5	)		16	$	3,533

The Company’s activity in foreclosed assets for the twelve month period ended December 31, 2017 is as follows:


			Activity During 2017
	Balance 12/31/2016		Foreclosure		Sales			Reduction in Values			Gain (Loss) on Sale			Balance 12/31/2017
			(Dollars in Thousands)
One-to-four family mortgages	$	135		1,069		(1,182	)		—			147		$	169
HELOC		28		—		(18	)		(10	)		—			—
Land		—		3,200		—			—			—			3,200
Multi-family		1,775		—		(1,761	)		—			(14	)		—
Non-residential		459		43		(500	)		—			(2	)		—

Total	$	2,397		4,312		(3,461	)		(10	)		131		$	3,369

(6)	FAIR VALUE OF ASSETS AND LIABILITIES

Accounting Standards Codification Topic (ASC) 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value. The statement establishes a fair value hierarchy which requires an entity to maximize the use of observable input and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

•

Level 1 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

•

Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following are the significant methods and assumptions used by the Company in estimating its fair value disclosures for financial instruments:

Cash and due from banks

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate those assets’ fair values, because they mature within 90 days or less and do not present credit risk concerns.

Interest-bearing deposits in banks

The carrying amounts reported in the consolidated balance sheets for interest earning deposits approximate those assets’ fair values, because they are considered overnight deposits and may be withdrawn at any time without penalty and do not present credit risk concerns.

Available-for-sale securities

Fair values for investment securities available-for-sale are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments provided by a third-party pricing service. The Company reviews all securities in which the book value is greater than the market value for impairment that is other than temporary. For securities deemed to be other than temporarily impaired, the Company reduces the book value of the security to its market value by recognizing an impairment charge on its income statement.

FHLB stock

The fair value of FHLB stock is recognized at cost.

Loans held for sale

Mortgage loans originated and intended to be sold are carried at the lower of cost or estimated fair value as determined on a loan by loan basis. Gains or losses are recognized at the time of ownership transfer. Net unrealized losses, if any, are recognized through a valuation allowance and charged to income.

Loans receivable

The fair values of fixed-rate loans and variable rate loans that re-price on an infrequent basis is estimated using discounted cash flow analysis which considers future re-pricing dates and estimated repayment dates, and further using interest rates currently being offered for loans of similar type, terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. The estimated fair value of variable-rate loans that re-price frequently and have no significant change in credit risk is approximately the carrying value of the loan.

Accrued interest receivable

Fair value is estimated to approximate the carrying amount because such amounts are expected to be received within 90 days or less and any credit concerns have been previously considered in the carrying value.

Deposits

The fair values disclosed for deposits with no stated maturity such as demand deposits, interest-bearing checking accounts and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The fair values for certificates of deposit and other fixed maturity time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on such type accounts or similar accounts to a schedule of aggregated contractual maturities or similar maturities on such time deposits.

Advances from borrowers for taxes and insurance

The carrying amount of advances from borrowers for taxes and insurance approximates its fair value.

Advances from the Federal Home Loan Bank (FHLB)

The fair value of these advances is estimated by discounting the future cash flows of these advances using the current rates at which similar advances or similar financial instruments could be obtained.

Repurchase agreements

Overnight repurchase agreements have a fair value at book, given that they mature overnight. The fair values of longer date repurchase agreements is estimated using discounted cash flow analysis which considers the current market pricing for repurchase agreements of similar final maturities and collateral requirements.

Subordinated debentures

The book value of subordinated debentures is cost. The subordinated debentures re-price quarterly at a rate equal to three month libor plus 3.10%.

Fair Value Measurements on a Recurring Basis

Where quoted prices are available for identical securities in an active market, securities available for sale are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and certain other financial products. If quoted market prices are not available, then fair values are estimated by using pricing models that use observable inputs or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation and more complex pricing models or discounted cash flows are used, securities are classified within Level 3 of the valuation hierarchy.

Assets and Liabilities Measured on a Recurring Basis

The assets and liabilities measured at fair value on a recurring basis at September 30, 2018 are summarized below:


Description	Total carrying value in the consolidated balance sheet at 9/30/2018		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in Thousands)
Securities available for sale
U.S. Agency securities	$	71,750		—		71,750		—
Taxable municipals		955		—		955		—
Tax-free municipals		23,959		—		23,959		—
Mortgage backed securities		62,618		—		62,618		—

Total	$	159,282		—		159,282		—

The assets and liabilities measured at fair value on a recurring basis at December 31, 2017 are summarized below:


Description	Total carrying value in the consolidated balance sheet at 12/31/2017		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in Thousands)
Securities available for sale
U.S. Agency securities	$	84,093		—		84,093		—
Taxable municipals		1,283		—		1,283		—
Tax-free municipals		26,966		—		26,966		—
Trust preferred securities		1,685		—		—		1,685
Mortgage backed securities		70,764		—		70,764		—

Total	$	184,791		—		183,106		1,685

The assets and liabilities measured at fair value on a non-recurring basis are summarized below for September 30, 2018:


Description	Total carrying value in the consolidated balance sheet at September 30, 2018		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in Thousands)
Assets
Foreclosed assets	$	3,533		—		—		3,533
Impaired loans, net of allowance of $204	$	182		—		—		182

The assets and liabilities measured at fair value on a non-recurring basis are summarized below for December 31, 2017:

Total carrying

Quoted Prices

Significant

value in the

In Active

Other

Significant

consolidated

Markets for

Observable

Unobservable

balance sheet at

Identical Assets

Inputs

Description

December 31, 2017

(Level 1)

(Level 2)

(Level 3)

(Dollars in Thousands)

Assets

Foreclosed assets

3,369

—

3,369

Impaired loans, net of allowance of $289

473

—

473

The following table provides a reconciliation for trust preferred securities owned by the Company and measured at fair value on a recurring basis using Level 3 inputs, during the three and nine month periods ended September 30, 2018 and September 30, 2017:


	For the three month periods					For the nine month periods
	Ended September 30					Ended September 30,
	(Dollars in Thousands)
	2018		2017			2018			2017
Balance at beginning of period	$	—		1,865			1,685			1,817
Accretion included in net income		—		4			4			13
Unrealized gains (loss) included in comprehensive income		—		(152	)		294			(113	)
Call of security - book value		—		—			(1,658	)		—
Realized gain on call of security		—		—			(325	)		—

Balance at end of period	$	—		1,717			—			1,717

The following table presents quantitative information about level 3 fair value measurements for assets measured at fair value on a recurring and non-recurring basis at September 30, 2018 and December 31, 2017:


	Level 3 Significant Unobservable Input Assumptions
	Fair Value	Valuation Technique	Unobservable Input	Quantitative Range of Unobservable Inputs
		(Dollars in Thousands)
September 30, 2018
Assets measured on a non-recurring basis
Foreclosed assets	$ 3,533	Discount to appraised value of collateral. Auction results	Appraisal comparability adjustments	10% to 25%
Impaired loans	386	Discount to appraised value of collateral	Appraisal comparability adjustments	10% to 25%
Asset measured on a recurring basis

December 31, 2017
Assets measured on a non-recurring basis
Foreclosed assets	$ 3,369	Discount to appraised value of collateral	Appraisal comparability adjustments	30% to 55%
Impaired loans	760	Discount to appraised value of collateral	Appraisal comparability adjustments	10% to 15%
Asset measured on a recurring basis
Trust preferred securities	1,685	Discounted cash flow Spread to Libor swap curve	Compare to quotes for sale when available	One month libor 4% to 6%

The estimated fair values of financial instruments were as follows at September 30, 2018:


					In Active Markets		Other		Significant
			Estimated		for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		Level 1		Level 2		Level 3
	(Dollars in Thousands)
Financial Assets:
Cash and due from banks	$	21,987		21,987		21,987		—		—
Interest-bearing deposits		8,687		8,627		8,627		—		—
Securities available for sale		159,282		159,282		—		159,282		—
Federal Home Loan Bank stock		4,428		4,428		—		—		4,428
Loans held for sale		1,873		1,873		—		1,873		—
Loans receivable		663,821		633,187		—		—		633,187
Accrued interest receivable		3,390		3,390		—		—		3,390
Financial liabilities:
Deposits		726,914		725,466		—		725,466		—
Advances from borrowers for taxes and insurance		1,433		1,433		—		1,433		—
Advances from Federal Home Loan Bank		33,000		32,772		—		32,772		—
Repurchase agreements		42,043		42,043		—		42,043		—
Subordinated debentures		10,310		10,310		—		—		10,310

The estimated fair values of financial instruments were as follows at December 31, 2017:


							Using
					Quoted Prices		Significant
					In Active Markets		Other		Significant
			Estimated		for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		Level 1		Level 2		Level 3
	(Dollars in Thousands)
Financial Assets:
Cash and due from banks	$	21,779		21,779		21,779		—		—
Interest-bearing deposits		3,970		3,970		3,970		—		—
Securities available for sale		209,480		209,480		2,001		205,662		1,817
Federal Home Loan Bank stock		4,428		4,428		—		—		4,428
Loans held for sale		1,094		1,094		—		1,094		—
Loans receivable		604,286		593,257		—		—		593,257
Accrued interest receivable		3,799		3,799		—		—		3,799
Financial liabilities:
Deposits		732,882		732,942		—		732,942		—
Advances from borrowers for taxes and insurance		766		766		—		766		—
Advances from Federal Home Loan Bank		11,000		10,979		—		10,979		—
Repurchase agreements		47,655		47,655		—		47,655		—
Subordinated debentures		10,310		10,099		—		—		10,099

(7)	EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” This guidance supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the ASC. The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016; however, the FASB deferred the effective date reporting periods beginning after December 15, 2017. The implementation of ASC Topic 605 did not have a material impact on the Company’s Consolidated Financial Statements.

ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-01 was effective on January 1, 2018 and did not have a material effect on the Company’s Consolidated Financial Statements.

ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 will, among other things, require lessees to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model and ASC Topic 606, “Revenue from Contracts with Customers.” ASU 2016-02 will be effective for us on January 1, 2019, and will require transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the potential impact of ASU 2016-02 on the Company’s Consolidated Financial Statements.

ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under ASU 2016-09 all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share should exclude the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits should be classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. ASU 2016-09 also provides that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 changes the threshold to qualify for equity classification (rather than as a liability) to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. ASU 2016-09 was effective on January 1, 2017. The implementation of ASU 2016-09 did not have a material effect on the Company’s Consolidated Financial Statements.

On June 16, 2016, the FASB released its finalized ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendments to U.S. GAAP require businesses and other organization to measure the expected credit losses on financial assets, such as loans, securities, bond insurance, and many receivables, the FASB said. The accounting changes apply to instruments recorded on balance sheets at their historical cost, although there are some limited changes to the accounting for debt instruments classified as available-for-sale. The accounting board added that the write-downs will be based on historical information, current business conditions, and forecasts, and it expects the forecasts to improve the loss estimates on financial assets that are losing value. The board also said the techniques that are employed today to write down loans and other instruments can still be used, although it expects the variables for calculating the losses to change. ASU 2016-13 will become effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Companies are permitted to adopt ASU 2016-13 in fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact of ASU 2016-13.

ASU 2016-15 “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”) is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public companies for annual periods beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted with retrospective application. The application of ASU 2016-15 did not have a material impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”) to improve such definition and, as a result, assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The definition of a business impacts many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 was effective for the Company on January 1, 2018 and is to be applied under a prospective approach. The Company expects the adoption of this new guidance to impact the determination of whether future acquisitions are considered business combinations.

ASU 2017-08, “Receivables – Nonrefundable Fees and Other Cost” (Topic 310) – amends the amortization period for certain purchased callable debt securities held at a premium. Prior to the issuance of this guidance, premiums were amortized as an adjustment of yield over the contractual life of instrument. ASU 2017-08 premiums on purchased callable debt securities that have an explicit, non-contingent call features that are callable at fixed prices to be amortized to the earliest call date. There are no accounting changes for securities held at a discount. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU 2017-08 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

ASU 2017-09 “Compensation – Stock Compensation (Topic 718) – clarifies when changes to the terms or conditions of a share-based payment must be accounted for as modifications. Under AUS 2017-09, an entity should account for changes to the terms or conditions of a share-based payment unless all of the following are met:

•

The fair value of the modified award is the same as the fair value of the original award immediately before modification,

•

The vesting conditions of the modified award is the same as the vesting conditions value of the original award immediately before modification, and

•

The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before modification.

ASU 2017-09 was effective for the Company on January 1, 2018 and did not have a material impact on our consolidated financial statements.

ASU 2017-12 “Derivatives and Hedging (Topic 815) amends the hedge accounting recognition and presentation requirements in ASC 815 to improve the transparency and understandability of information convey to financial statement users about an entity’s risk management activities to better align the entity’s financial reporting for hedging relationships with those risk management activities and to reduce the complexity of and simplify the application of hedge accounting. ASU 2017-12 will be effective for the Company on January 1, 2019 and is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” Issued in February 2018, ASU 2018-02 seeks to help entities reclassify certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 (Tax Reform Act), enacted on December 22, 2017. ASU 2018-02 was issued in response to concerns regarding current guidance in GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date, even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income, rather than net income, and as a result the stranded tax effects would not reflect the appropriate tax rate. The amendments of ASU 2018-02 allow an entity to make a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects, which is the difference between the historical corporate income tax rate of 35.0% and the newly enacted corporate income tax rate of 21.0%. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 31, 2018; however, public business entities are allowed to early adopt the amendments of ASU 2018-02 in any interim period for which the financial statements have not yet been issued. The amendments of ASU 2018-02 may be applied either at the beginning of the period (annual or interim) of adoption or retrospectively to each of the period(s) in which the effect of the change in the U.S. federal corporate tax rate in the Tax Reform Act is recognized. The Company is currently reviewing the impact of the adoption of ASU 2018-02 on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption the eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. As ASU No. 2018-13 only revises disclosure requirements, it will not have a material impact on the Company’s Consolidated Financial Statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

(8)	INCOME TAXES

The Company files consolidated federal income tax returns and Tennessee excise tax returns. The Company files consolidated Kentucky income tax returns. The Bank is exempt from Kentucky corporate income tax. The Company has no unrecognized tax benefits and has accrued any interest or penalties for uncertain tax positions. The Company’s effective tax rate changed from 34% to 21% effective January 1, 2018 as a result of the Tax Cut and Jobs Act of 2017. The effective tax rate differs from the statutory federal rate of 21% and Tennessee excise rate of 6.5% due to investments in qualified municipal securities, bank owned life insurance, income apportioned to Kentucky and certain non-deductible expenses. The Company’s effective federal income tax rate varies significantly from our federal statutory tax rate for a variety of factors, including:

•

The Company’s investment in Fort Webb LP, LLC generates tax credits and depreciation expense that the Company can use to offset taxable income. At September 30, 2018, the Company’s balance sheet did not include any equity investment in Fort Webb. The Company has other investments that produce both tax credits and depreciation expense that may be used to offset net income.

•

At September 30, 2018, the Company has $10.6 million in Bank owned life insurance policies. The income generated from these policies increase the cash flow of the policies on a tax free basis. Life insurance proceeds are paid upon the death of a covered party. These proceeds, netted against the current cash value of the policy, result in tax free income to the Company.

•

At September 30, 2018, the Company’s investment portfolio includes $24.0 million of tax free municipal securities. Interest income on this portfolio, after netting out a disallowance for interest expense attributable to this portfolio, is tax exempt.

(9)

ESOP

Substantially all of the Company’s employees who are at least 21 years old and have one year of employment with the Company participate in the 2015 HopFed Bancorp, Inc. Employee Stock Ownership Plan (“ESOP”). The ESOP purchased 600,000 shares of the Company’s common stock from the Company on March 2, 2015 at $13.14 per share. The ESOP borrowed $7.9 million from an open-end line of credit from the Company for the purchase of the stock, using the 600,000 shares of common stock as collateral. The Company makes discretionary contributions to the ESOP. The ESOP utilizes these contributions along with the dividends on the 600,000 held by the ESOP to repay the loan from the Company. When loan payments are made, ESOP shares are released based on reductions in the principal balance of the loan. The shares are allocated to participants based on relative compensation.

Employees who are not employed on December 31st of each year are not eligible for participation in the ESOP. Exceptions to this rule occur when the employee retires a normal retirement age, dies or becomes permanently disabled.

At September 30, 2018 and December 31, 2017, shares held by the ESOP were as follows:


	September 30, 2018			December 31, 2017
Accrued for allocation to participants	$	33,780			—
Earned ESOP shares		165,686			165,686
Shares withdrawn by former participants		(2,033	)		—
Unearned ESOP shares		400,768			434,548

Total ESOP shares		598,201			600,234

Fair value of unearned shares	$	7,013,440			6,127,127

The Company anticipates that a loan payment will be made in December 2018 and each December thereafter. Participants may receive either cash for their shares or receive common stock at the termination of their employment typically in the second quarter of the year after the termination of their employment.

(10)	COMMITMENTS AND CONTINGENCIES

At September 30, 2018, the Bank had $31.8 million in outstanding commitments on revolving home equity lines of credit, $16.0 million in outstanding commitments on revolving personal lines of credit and $47.7 million in commitments to originate loans and undisbursed commitments on commercial lines of credit of $57.8 million. At September 30, 2018, the Company had $355,000 in standby letters of credit outstanding.

At September 30, 2018, the Company has $38.2 million in times deposits greater than $100,000 but less than $250,000 that are schedule to mature in one year or less and $57.3 million in time deposits with balances equal to or greater than $250,000 that are scheduled to mature in one year or less. Management believes that a significant percentage of such deposits will remain with the Bank.

The Bank’s FHLB borrowings are secured by a blanket security agreement pledging the Bank’s 1-4 family first mortgage loans and non-residential real estate loans. At September 30, 2018 and December 31, 2017, the Bank has pledged all eligible 1-4 family first mortgages. At September 30, 2018 and December 31, 2017, the Bank has outstanding borrowings of $33.0 million and $23.0 million, respectively, from the FHLB. A schedule of FHLB borrowings at September 30, 2018 is provided below:


Outstanding Balance		Rate			Maturity
		(Dollars in Thousands, Except Percentages)
$	7,000		1.55	%		1/10/2019
	5,000		2.56			7/10/2019
	5,000		1.73			1/10/2020
	5,000		2.84			7/10/2020
	5,000		1.92			10/6/2020
	6,000		3.01			7/6/2023

$	33,000		2.25

A schedule of FHLB borrowings at December 31, 2017 is provided below:


Outstanding Balance		Rate			Maturity
		(Dollars in Thousands, Except Percentages)
$	5,000		0.88	%		10/06/2017
	6,000		1.18			07/06/2018
	7,000		1.55			01/10/2019
	5,000		1.73			01/10/2020

$	23,000		1.35

The Federal Home Loan Bank of Cincinnati has issued letters of credit in the Bank’s name totaling $47.6 million secured by the Bank’s loan portfolio to secure additional municipal deposits. At September 30, 2018, securities with a book value of $39.3 million and a fair market value of $38.1 million were sold under agreements to repurchase from various customers.

The Company is a party to certain ordinary course litigation, and the Company intends to vigorously defend itself in all such matters. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations.

(11)	REGULATORY MATTERS

The new minimum capital level requirements applicable to Bank holding companies and Banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8% (unchanged from current rules); (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” of 2.5% (to be phased in over three years) above the new regulatory minimum risk-based capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in: (i) a common equity Tier 1 risk-based capital ratio of 7%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.

The capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. For 2018, the capital conservation buffer is 1.875%. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

Under these new rules, Tier 1 capital generally consists of common stock (plus related surplus) and retained earnings, limited amounts of minority interest in the form of additional Tier 1 capital instruments, and non-cumulative preferred stock and related surplus, subject to certain eligibility standards, less goodwill and other specified intangible assets and other regulatory deductions.

Cumulative preferred stock and trust preferred securities issued after May 19, 2010 no longer qualify as Tier 1 capital, but such securities issued prior to May 19, 2010, including in the case of bank holding companies with less than $15.0 billion in total assets, trust preferred securities issued prior to that date, continue to count as Tier 1 capital subject to certain limitations. The definition of Tier 2 capital is generally unchanged for most banking organizations, subject to certain new eligibility criteria.

The final rules allow banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company has made the decision to opt-out of this requirement. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) and Tier 1 to risk weighted assets (as defined). The minimum required capital amounts presented include the minimum required capital levels as of September 30, 2018 and December 31, 2017 to which it is subject. Management believes, as of September 30, 2018 and December 31, 2017, that the Bank meets all capital adequacy requirements to which it is subject, including the phase–in requirements of Basel III.

The Company’s consolidated capital ratios and the Bank’s actual capital amounts and ratios as of September 30, 2018 and December 31, 2017 are presented below:


											To be Well
											Capitalized for
						Minimum Capital					Prompt Corrective
	Actual					Required					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands, Except Percentages)
As of September 30, 2018
Tier 1 leverage capital to adjusted total assets
Company	$	98,532		10.9	%	$	36,161		4.0	%	$	45,201		5.0	%
Bank	$	97,110		10.8	%	$	36,115		4.0	%	$	45,143		5.0	%
Total capital to risk weighted assets
Company	$	103,085		15.9	%	$	51,750		8.0	%	$	64,688		10.0	%
Bank	$	101,663		15.8	%	$	51,639		8.0	%	$	64,549		10.0	%
Tier 1 capital to risk weighted assets
Company	$	98,532		15.2	%	$	38,813		6.0	%	$	51,750		8.0	%
Bank	$	97,110		15.0	%	$	38,729		6.0	%	$	51,639		8.0	%
Common equity tier 1 capital to risk weighted assets
Company	$	98,532		15.2	%	$	29,110		4.5	%		n/a		n/a
Bank	$	97,110		15.0	%	$	29,047		4.5	%	$	42,207		6.5	%
As of December 31, 2017
Tier 1 leverage capital to adjusted total assets
Company	$	95,709		10.6	%	$	36,137		4.0	%	$	45,171		5.0	%
Bank	$	95,123		10.5	%	$	36,090		4.0	%	$	45,112		5.0	%
Total capital to risk weighted assets
Company	$	100,535		16.0	%	$	50,352		8.0	%	$	62,940		10.0	%
Bank	$	99,949		15.9	%	$	50,314		8.0	%	$	62,892		10.0	%
Tier 1 capital to risk weighted assets
Company	$	95,709		15.2	%	$	37,764		6.0	%	$	50,352		8.0	%
Bank	$	95,123		15.1	%	$	37,735		6.0	%	$	50,314		8.0	%
Common equity tier 1 capital to risk weighted assets
Company	$	95,709		15.2	%	$	28,323		4.5	%		n/a		n/a
Bank	$	95,123		15.1	%	$	28,301		4.5	%	$	40,880		6.5	%

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

Critical Accounting Policies

The preparation of the Company’s consolidated financial statements requires management to make subjective judgments associated with estimates. These estimates are necessary to comply with U.S. GAAP and general banking practices. These estimates include accounting for the allowance for loan losses, foreclosed assets, valuation of deferred tax assets and fair value measurements. A description of these estimates, which significantly affect the Company’s determination of our consolidated financial position, results of operations and cash flows, is set forth in Note 1, “Summary of Significant Accounting Policies” of the Notes to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017.

The emphasis of this discussion is a comparison of assets, liabilities and stockholders’ equity as of September 30, 2018 to December 31, 2017, while comparing income and expenses for the three and nine month periods ended September 30, 2018 and September 30, 2017. All information should be read in conjunction with the Company’s unaudited interim consolidated condensed financial statements and related notes appearing elsewhere in this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2017.

Comparison of Financial Condition at September 30, 2018, and December 31, 2018

At September 30, 2018, total assets were $904.9 million, a decline of $12.6 million compared to December 31, 2017. At September 30, 2018, total deposits declined by $27.1 million to $726.9 million. At September 30, 2018, brokered deposits totaled $73.2 million. At September 30, 2018, interest-bearing checking accounts totaled $185.4 million, a decline of $23.1 million compared to December 31, 2017 due to the loss of two municipal checking accounts. At September 30, 2018, non-interest bearing checking accounts totaled $134.3 million, a decline of $1.9 million increase compared to December 31, 2017. At September 30, 2018, non-interest bearing deposits are approximately 18.5% of total deposits.

For the nine month period ended September 30, 2018, the Company’s net loan portfolio has increased $26.7 million to $663.8 million. To fund the Company’s loan growth and deposit outflows, the Company reduced cash balances by $14.4 million and its available for sale securities portfolio by $25.5 million in the nine month period ended September 30, 2018.

The Company continues to place an emphasis on core funding while attempting to slow the growth of our deposit cost. However, increased competition for deposits is forcing management to increase deposit rates to ensure adequate funding levels. With a significant portion of the investment portfolio pledged to secure municipal deposits, management anticipates that future loan growth will be funded by time deposit growth and will result in reduced net interest margins.

Comparison of Operating Results for the Nine Month Periods Ended September 30, 2018 and September 30, 2017.

The Company’s net income was $4.1 million for the nine month period ended September 30, 2018, compared to net income of $3.5 million for the nine month period ended September 30, 2017. The improved level of net income for the nine month period ended September 30, 2018 compared to the nine month period ended September 30, 2017 was largely the result of loan portfolio growth, a $290,000 reduction in the Company’s provision for loan loss expense and a reduction in the Company’s federal tax rate.

The Company’s total interest income for the nine month period ended September 30, 2018 was $27.3 million, compared to $25.2 million for the nine month period ended September 30, 2017. The increase in net interest income for the nine month period ended September 30, 2018 compared to September 30, 2017 was largely due to a $35.4 million increase in the average balance of loans outstanding.

For the nine month period ended September 30, 2018, total interest expense was $5.7 million compared to $4.4 million for the nine month period ended September 30, 2017. For the nine month period ended September 30, 2018, the average balance of interest bearing liabilities was $686.0 million, representing a decline of $3.3 million compared to the average balance of interest bearing liabilities for the nine month period ended September 30, 2017. The increase in interest expense is largely the result of increases in short term interest rates spurred by the decision of the Open Market Committee of the Federal Reserve Board of Governors to increase its stated overnight Federal Funds (“Fed Funds”) rate. For the nine month period ended September 30, 2018, the cost of average total deposits was 0.78% compared to 0.64% for the nine month period ended September 30, 2017.

For the nine month periods ended September 30, 2018 and September 30, 2017, the Company’s cost of interest bearing liabilities was 1.10% and 0.85%, respectively. In addition to increases in our cost of deposits, the interest expense on the Company’s FHLB borrowings has increased to $436,000 for the nine month period ended September 30, 2018 from $151,000 for the nine month period ended September 30, 2017 due to increases in short term interest rates and a $14.0 million increase in the average balance of FHLB borrowings.

For the nine month period ended September 30, 2018, the Company’s tax equivalent yield on loans was 4.73% compared to 4.47% for the nine month period ended September 30, 2017. For the nine month period ended September 30, 2018, the Company’s tax equivalent yield on tax free municipal securities was 3.95% compared to 5.05% for the nine month period ended September 30, 2017. For the nine month periods ended September 30, 2018 and September 30, 2017, the Company’s net interest margin was 3.42% and 3.37%. The increase in net interest margin occurred as result of loan growth and increases in loan yields due to increases in the Prime Rate. The change in the Company’s tax rate at January 1, 2018 reduced our fully tax equivalent yield on tax free municipal bonds by 0.77% and our net interest margin by 0.03%.

Average Balances, Yields and Interest Expenses. The table on the next page summarizes the overall effect of changes in both interest rates and the average balances of interest earning assets and liabilities for the nine month periods ended September 30, 2018 and September 30, 2017. Yields on assets and cost of liabilities are derived by dividing income or expense by the average daily balances of interest earning assets and liabilities for the appropriate nine month periods. Average balances for loans include loans classified as non-accrual, net of the allowance for loan losses. On January 1, 2018, the Company’s stated tax rate decreased from 34.0% to 21.0%, reducing the tax equivalent yield on tax free loans and tax free municipal investments.

The table adjusts tax-free investment income by $152,000 for the nine month period ended September 30, 2018 and $394,000 for the nine month period ended September 30, 2017, for a tax equivalent rate using a cost of funds rate of 1.10% for the nine month period ended September 30, 2018 and 0.85% for the nine month period ended September 30, 2017. The table adjusts tax-free loan income by $48,000 for the nine month period ended September 30, 2018 and $40,000 for the nine month period ended September 30, 2017, for a tax equivalent rate using the same cost of funds rate.


	Average		Income and		Average			Average		Income and		Average
	Balance		Expense		Rates			Balance		Expense		Rates
	9/30/2018		9/30/2018		9/30/2018			9/30/2017		9/30/2017		9/30/2017
	(Table Amounts in Thousands, Except Percentages)
Loans receivable, net	$	661,553	$	23,451		4.73	%		626,123	$	20,999		4.47	%
Taxable securities, AFS		153,457		3,082		2.68	%		175,891		3,397		2.58	%
Non-taxable securities, AFS		25,674		762		3.96	%		31,941		1,190		4.97	%
Other interest bearing deposits		3,968		66		2.22	%		6,490		62		1.27	%

Total interest earning assets		844,652		27,361		4.32	%		840,445		25,648		4.07	%

Other assets		66,114							67,884

Total assets	$	910,766						$	908,329

Retail time deposits	$	237,525	$	2,243		1.26	%		255,675	$	2,032		1.06	%
Brokered deposits		62,266		857		1.84	%		49,913		454		1.21	%
Interest bearing checking		206,576		1,083		0.70	%		217,320		960		0.59	%
Saving / MMDA		99,243		147		0.20	%		99,160		124		0.17	%
FHLB borrowings		31,271		436		1.86	%		17,222		151		1.17	%
Repurchase agreements		38,760		513		1.76	%		39,638		352		1.18	%
Subordinated debentures		10,310		398		5.15	%		10,310		324		4.19	%

Total interest bearing liabilities		685,951		5,677		1.10	%		689,238		4,397		0.85	%

Non-interest bearing deposits		132,695							126,973
Other liabilities		4,436							4,257
Stockholders’ equity		87,684							87,861

Total liabilities and stockholders’ equity	$	910,766						$	908,329

Net interest income			$	21,684						$	21,251

Net interest spread						3.22	%						3.22	%

Net interest margin						3.42	%						3.37	%

Provision for Loan Losses. The allowance for loan losses is established through a provision for loan losses based on management’s evaluation of the risk inherent in its loan portfolio and the general economy. Such evaluation considers numerous factors including general economic conditions, loan portfolio composition and prior loss experience, the estimated fair value of the underlying collateral and other factors that warrant recognition in providing for an adequate loan loss allowance. The Company determined that an additional $204,000 in provision for loan loss was required for the nine month period ended September 30, 2018 compared to a $421,000 provision for loan loss expense for the nine month period ended September 30, 2017.

Non-Interest Expenses. For the nine month period ended September 30, 2018, non-interest expenses were $22.6 million, representing an increase of $536,000, or 2.4%, compared to the nine month period ended September 30, 2017. For the nine month period ended September 30, 2018, total salaries and benefits expense increased by $235,000, or 1.9%, compared to the nine month period ended September 30, 2017. For the nine month period ended September 30, 2018, data processing expenses increased by $251,000 as a result of a one-time reimbursement of $225,000 from a vendor in 2017. For the nine month period ended September 30, 2018, professional services increased by $233,000 to $1.5 million as a result of an increase in legal expenses.

Income Taxes. The effective tax rate for the nine month periods ending September 30, 2018 was 14.7% due to the reduction in the Company’s effective tax rate from 34% to 21% as a result of the Tax Cuts and Jobs Act of 2017. For the nine month period ended September 30, 2017, the Company’s effective tax rate was 22.1% due to the receipt of proceeds from a bank owned life insurance policy.

Comparison of Operating Results for the Three Month Periods Ended September 30, 2018 and September 30, 2017.

The Company’s net income was $1.2 million for the three month period ended September 30, 2018, compared to net income of $1.4 million for the three month period ended September 30, 2017. The decline in net income for the three month period ended September 30, 2018 compared to the three month period ended September 30, 2017 was largely the result of a $344,000 increase in non-interest expenses and a $157,000 decline in gains on the sale of securities.

The Company’s total interest income for the three month period ended September 30, 2018 was $9.3 million, compared to $8.6 million for the three month period ended September 30, 2017. The increase in net interest income for the three month period ended September 30, 2018 compared to September 30, 2017 was largely due to the $33.4 million increase in the average balance of loans.

For the three month period ended September 30, 2018, total interest expense was $2.2 million compared to $1.5 million for the three month period ended September 30, 2017. For the three month period ended September 30, 2018, total interest bearing liabilities were $683.6 million, representing a decline of $4.3 million compared to the three month period ended September 30, 2017. The increase in interest expense despite a decline in the average balance of interest bearing liabilities is the result of increases in short term interest rates spurred by the decision of the Open Market Committee of the Federal Reserve Board of Governors to increase its stated overnight Federal Funds (“Fed Funds”) rate. For the three month period ended September 30, 2018, the cost of average total deposits was 0.93% compared to 0.65% for the three month period ended September 30, 2017.

For the three month periods ended September 30, 2018 and September 30, 2017, the Company’s cost of interest bearing liabilities was 1.30% and 0.89%. In addition to increases in our cost of deposits, the interest expense on the Company’s FHLB borrowings increased from $89,000 for the three month period ended September 30, 2017 from $210,000 for the three month period ended September 30, 2018 due to increases in both the cost of borrowing and a $11.1 million increase in the average balance of FHLB borrowings.

For the three month period ended September 30, 2018, the Company’s tax equivalent yield on loans was 4.89% compared to 4.57% for the three month period ended September 30, 2017. For the three month period ended September 30, 2018, the Company’s tax equivalent yield on tax free municipal securities was 3.86% compared to 5.07% for the three month period ended September 30, 2017. For the three month periods ended September 30, 2018 and September 30, 2017, the Company’s net interest margin was 3.41% and 3.43%, respectively. On a linked quarter basis, the Company’s net interest margin declined four basis points. As short term interest rates continue to increase, the Company anticipates that out net interest margin may continue to decline.

Average Balances, Yields and Interest Expenses. The table on the next page summarizes the overall effect of changes in both interest rates and the average balances of interest earning assets and liabilities for the three month periods ended September 30, 2018 and September 30, 2017. Yields on assets and cost of liabilities are derived by dividing income or expense by the average daily balances of interest earning assets and liabilities for the appropriate three month periods. Average balances for loans include loans classified as non-accrual, net of the allowance for loan losses. On January 1, 2018, the Company’s stated tax rate decreased from 34.0% to 21.0%, reducing the tax equivalent yield on tax free loans and tax free municipal investments.

The table adjusts tax-free investment income by $48,000 for the three month period ended September 30, 2018 and $115,000 for the three month period ended September 30, 2017, for a tax equivalent rate using a cost of funds rate of 1.30% for the three month period ended September 30, 2018 and 0.89% for the three month period ended September 30, 2017. The table adjusts tax-free loan income by $36,000 for the three month period ended September 30, 2018 and $17,000 for the three month period ended September 30, 2017, for a tax equivalent rate using the same cost of funds rate.


	Average		Income and		Average			Average		Income and		Average
	Balance		Expense		Rates			Balance		Expense		Rates
	9/30/2018		9/30/2018		9/30/2018			9/30/2017		9/30/2017		9/30/2017
	(Table Amounts in Thousands, Except Percentages)
Loans receivable, net	$	670,314	$	8,200		4.89	%	$	636,955	$	7,277		4.57	%
Taxable securities, AFS		146,225		970		2.65	%		173,624		1,124		2.59	%
Non-taxable securities, AFS		24,533		237		3.86	%		29,090		348		5.09	%
Other interest bearing deposits		3,825		18		1.88	%		4,351		18		1.43	%

Total interest earning assets		844,897		9,425		4.46	%		844,020		8,767		4.15	%

Other assets		63,618							64,913

Total assets	$	908,515						$	908,933

Retail time deposits	$	235,694	$	846		1.44	%	$	250,083	$	690		1.10	%
Brokered deposits		74,187		410		2.21	%		54,737		174		1.27	%
Interest bearing checking		189,376		379		0.80	%		208,940		300		0.57	%
Saving / MMDA		97,409		59		0.24	%		98,895		42		0.17	%
FHLB borrowings		37,989		210		2.21	%		26,909		89		1.32	%
Repurchase agreements		38,611		188		1.95	%		37,978		130		1.37	%
Subordinated debentures		10,310		138		5.35	%		10,310		112		4.35	%

Total interest bearing liabilities	$	683,576	$	2,230		1.30	%	$	687,852	$	1,537		0.89	%

Non-interest bearing deposits		131,615							126,039
Other liabilities		5,572							5,828
Stockholders’ equity		87,752							89,214

Total liabilities and stockholders’ equity	$	908,515						$	908,933

Net interest income			$	7,195						$	7,230

Net interest spread						3.16	%						3.26	%

Net interest margin						3.41	%						3.43	%

Provision for Loan Losses. The allowance for loan losses is established through a provision for loan losses based on management’s evaluation of the risk inherent in its loan portfolio and the general economy. Such evaluation considers numerous factors including general economic conditions, loan portfolio composition and prior loss experience, the estimated fair value of the underlying collateral and other factors that warrant recognition in providing for an adequate loan loss allowance. The Company determined that an additional $74,000 in provision for loan loss was required for the three month period ended September 30, 2018 compared to a $71,000 provision for loan loss expense for the three month period ended September 30, 2017.

Non-Interest Expenses. For the three month period ended September 30, 2018, non-interest expenses were $7.5 million compared to $7.2 million for the three month period ended September 30, 2017. For the three month period ended September 30, 2018, total salaries and benefits expense increased $215,000 to $4.1 million compared to the three month period ended September 30, 2017. For the three month period ended September 30, 2018, advertising and professional services expenses were $329,000 and $489.000, representing increases of $89,000 and $80,000 compared to the three month period ended September 30, 2017.

Income Taxes. The effective tax rate for the three month periods ending September 30, 2018 was 12.7% due to the reduction in the Company’s effective tax rate from 34% to 21% as a result of the Tax Cuts and Jobs Act of 2017 and the Company’s significant amount of tax free income. For the three month period ended September 30, 2017, the Company’s effective tax rate was 24.4%.

Liquidity and Capital Resources. The Company has no business other than that of the Bank. Management believes that dividends that may be paid by the Bank to the Company will provide sufficient funds for its current needs. However, no assurance can be given that the Company will not have a need for additional funds in the future. The Bank is subject to certain regulatory limitations with respect to the payment of dividends to the Company.

The Bank uses brokered deposits to supplement its asset liability need for longer term deposits reasonable prices. In addition to the coupon rate listed below, brokered deposits carry an additional fee of approximately 0.25% that includes the cost of selling and servicing the deposits. The Company includes this cost as interest expense on its income statement. At September 30, 2018, the Bank’s brokered deposits consisted of the following:


Issue Date	Coupon			Balance		Maturity
7/10/2017		1.40	%	$	1,079,000		10/10/2018
7/19/2017		1.50			2,060,000		11/19/2018
2/15/2017		1.30			4,278,000		12/15/2018
10/11/2017		1.55			5,000,000		1/11/2019
8/16/2016		1.00			1,008,000		2/16/2019
6/19/2018		2.10			2,931,000		3/19/2019
4/12/2018		2.00			6,036,000		4/12/2019
7/22/2016		1.00			2,138,000		5/22/2019
5/10/2018		2.20			4,931,000		7/10/2019
7/29/2016		1.05			2,964,000		7/29/2019
8/16/2016		1.10			1,978,000		8/16/2019
6/19/2018		2.40			2,822,000		9/19/2019
2/15/2018		2.20			3,417,000		2/15/2020
9/12/2018		2.55			2,500,000		3/12/2020
7/18/2018		2.70			6,870,000		4/18/2020
4/12/2018		2.50			4,190,000		1/12/2021
5/10/2018		2.70			5,680,000		3/10/2021
6/19/2018		3.00			3,153,000		6/19/2021
7/18/2018		3.00			7,620,000		10/18/2021
9/12/2018		3.00			2,609,000		3/12/2022

Total				$	73,264,000

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. The words “believe,” “expect,” “seek,” and “intend” and similar expressions identify forward-looking statements, which speak only as of the date the statement is made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, projections of income or loss, expenditures, acquisitions, plans for future operations, financing needs or plans relating to services of the Company, as well as assumptions relating to the foregoing.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Factors that may cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”), Available at the SEC’s website, www.sec.gov , and at the Company’s website, www.bankwitheritage.com, under “Investor Relations” and these “SEC Findings.” The Company does not undertake, and specifically disclaims, any obligation to publicly release the results of revisions, which may be made to forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The actual results of the Company’s asset liability management analysis are highly dependent on the prepayment speed of mortgage backed securities and collateralized mortgage obligations. The United States Treasury’s policy of purchasing longer dated Treasury bonds has the result of lowering mortgage loan rates, allowing more consumers to refinance their mortgages and pay-off their current mortgage, resulting in higher prepayment speeds on mortgage investment products.

The effects of rising interest rates are discussed throughout Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Actual results for the year ending December 31, 2018 will differ from simulations due to timing, magnitude, and the frequency or interest rate changes, market conditions, management strategies, and the timing of the Company’s cash receipts and disbursements.

The Company’s analysis at September 30, 2018 indicates that changes in interest rates are less likely to result in significant changes in the Company’s annual net interest income. A summary of the Company’s analysis at September 30, 2018 for the twelve month period ending September 30, 2019 is as follows:


	Down 1.00%		No change		Up 1.00%		Up 2.00%		Up 3.00%
	(Dollars in Thousands)
Net interest income	$	28,692	$	30,214	$	31,225	$	32,121	$	33,070

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), an evaluation was carried out with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the quarter ended September 30, 2018.

Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the nine month period ended September 30, 2018 to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud will be detected.

The Company is subject to Section 404 of The Sarbanes-Oxley Act of 2002. Section 404 requires management to assess and report on the effectiveness of the Company’s internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September 30, 2018 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is a party to certain ordinary course litigation. The Company will vigorously defend itself in all such matters when the Company determines that it has meritorious defenses. In the opinion of the Company, based on review and consultation with legal counsel, the outcome of such ordinary course litigation should not have a material adverse effect on the Company’s consolidated financial statements or results of operations. The Company and its subsidiaries have adopted policies and procedures intended to minimize the impact of adverse litigation and regulatory actions, and has endeavored to secure reasonable insurance coverage.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Part 1, Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2017.

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

(a)

Unregistered Sales of Equity Securities.

None

(b)

Use of Proceeds.

Not applicable

(c)

Repurchase of Equity Securities

As of September 30, 2018, the Company purchased a total of 1,941,980 outstanding shares of common stock as part of previously announced programs. In November 2017, the Company announced its most recent stock repurchase program under which up to 300,000 shares of the Company’s outstanding common stock, or approximately 4.50% of the total shares outstanding, may be repurchased. The share repurchase program does not obligate the Company to acquire a specific number of shares in any period. During the three month period ended September 30, 2018, the Company repurchased no shares. At September 30, 2018, the Company may repurchase 296,380 shares under the current repurchase plan.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits



31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for John E. Peck, Chief Executive Officer.

31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Billy C. Duvall, Chief Financial Officer.

32.1		Certification Pursuant to Section 18 U.S.C. Section 1350 for John E. Peck, Chief Executive Officer.

32.2		Certification Pursuant to Section 18 U.S.C. Section 1350 for Billy C. Duvall, Chief Financial Officer.

101		The following materials from the Company’s quarterly report on Form 10-Q for the three and nine month periods ended September 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Financial Condition as of September 30, 2018 (unaudited) and December 31, 2017, (ii) Consolidated Condensed Statements of Income for the three and nine months periods ended September 30, 2018 and September 30, 2017 (unaudited), (iii) Consolidated Condensed Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2018 and September 30, 2017 (unaudited), (iv) Consolidated Condensed Statements of Stockholders’ Equity for the nine month period ended September 30, 2018 (unaudited); and (v) Consolidated Condensed Statements of Cash Flows for the nine month periods ended September 30, 2018 and September 30, 2017 (unaudited), and (iv) Notes to Consolidated Condensed Financial Statements (unaudited), tagged as blocks of text.

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.


						HOPFED BANCORP, INC.

Date: November 8, 2018						/s/ John E. Peck
						John E. Peck
						President and Chief Executive Officer

Date: November 8, 2018						/s/ Billy C. Duvall
						Billy C. Duvall
						Senior Vice President, Chief Financial Officer and Treasurer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company filer

Emerging growth company