UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~December 3031, 2018

Commission File Number: 1-14588

Northeast Bancorp

(Exact name of registrant as specified in its charter)

Maine		01-0425066
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Canal Street, Lewiston, Maine		04240
(Address of Principal executive offices)		(Zip Code)

(207) 786-3245

Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjected to such filing requirements for the past 90 days. Yes ☑ No ___

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer,” and “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐☒ Emerging growth company ☐

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of ~~November~~February 21, ~~2018~~2019, the registrant had outstanding 8,~~235~~227,~~943~~945 shares of voting common stock, $1.00 par value per share and 811,946 shares of non-voting common stock, $1.00 par value per share.

Table of Contents

Part I.	Financial Information		3
	Item 1.	Financial Statements (Unaudited)	3
		Consolidated Balance Sheets September 30, 2018 and June 30, 2018	3
		Consolidated Balance Sheets December 31, 2018 and June 30, 2018	3
		Consolidated Statements of Income Three Months Ended September 30, 2018 and 2017	4
		Consolidated Statements of Income Three and Six Months Ended December 31, 2018 and 2017	4
		Consolidated Statements of Comprehensive Income Three Months Ended September 30, 2018 and 2017	5
		Consolidated Statements of Comprehensive Income Three and Six Months Ended December 31, 2018 and 2017	5
		Consolidated Statements of Changes in Shareholders' Equity Three Months Ended September 30, 2018 and 2017	6
		Consolidated Statements of Changes in Shareholders' Equity Six Months Ended December 31, 2018 and 2017	6
		Consolidated Statements of Cash Flows Three Months Ended September 30, 2018 and 2017	7
		Consolidated Statements of Cash Flows Six Months Ended December 31, 2018 and 2017	7
		Notes to Unaudited Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2728
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	4045
	Item 4.	Controls and Procedures	4145
Part II.	Other Information		46
	Item 1.	Legal Proceedings	4246
	Item 1A.	Risk Factors	4246
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4246
	Item 3.	Defaults Upon Senior Securities	4246
	Item 4.	Mine Safety Disclosures	4246
	Item 5.	Other Information	4246
	Item 6.	Exhibits	4246
		Signatures	4347

Table of Contents

PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

NORTHEAST BANCORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands, except share and per share data)

NORTHEAST BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share data)
	December 31, 2018			June 30, 2018
Assets
Cash and due from banks	$	2,416		$	3,889
Short-term investments		135,200			153,513
Total cash and cash equivalents		137,616			157,402


Available-for-sale debt securities, at fair value		78,132			81,068
Equity securities, at fair value		6,711			6,619
Total investment securities		84,843			87,687

Residential real estate loans held for sale		1,510			3,405
SBA loans held for sale		289			3,750
Total loans held for sale		1,799			7,155

Loans:
Commercial real estate		633,439			579,450
Commercial and industrial		209,493			188,852
Residential real estate		92,566			100,256
Consumer		2,788			3,244
Total loans		938,286			871,802
Less: Allowance for loan losses		5,308			4,807
Loans, net		932,978			866,995


Premises and equipment, net		6,112			6,591
Real estate owned and other repossessed collateral, net		1,463			2,233
Federal Home Loan Bank stock, at cost		1,652			1,652
Intangible assets, net		649			867
Servicing rights, net		2,934			2,970
Bank-owned life insurance		16,839			16,620
Other assets		7,242			7,564
Total assets	$	1,194,127		$	1,157,736

Liabilities and Shareholders' Equity
Deposits:
Demand	$	68,324		$	72,272
Savings and interest checking		107,769			109,637
Money market		345,149			420,886
Time		464,349			352,145
Total deposits		985,591			954,940

Federal Home Loan Bank advances		15,000			15,000
Subordinated debt		24,128			23,958
Capital lease obligation		466			605
Other liabilities		20,451			24,803
Total liabilities		1,045,636			1,019,306

Commitments and contingencies		-			-


Shareholders' equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and June 30, 2018		-			-
Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,236,917 and 8,056,527 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively		8,237			8,057
Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 811,946 and 882,314 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively		812			882
Additional paid-in capital		77,455			77,016
Retained earnings		63,535			54,236
Accumulated other comprehensive loss		(1,548	)		(1,761	)
Total shareholders' equity		148,491			138,430
Total liabilities and shareholders' equity	$	1,194,127		$	1,157,736

	September 30, 2018			June 30, 2018
Assets
Cash and due from banks	$	2,668		$	3,889
Short-term investments		203,049			153,513
Total cash and cash equivalents		205,717			157,402
Available-for-sale debt securities, at fair value		79,157			81,068
Equity securities, at fair value		6,620			6,619
Total investment securities		85,777			87,687
Residential real estate loans held for sale		1,940			3,405
SBA loans held for sale		1,350			3,750
Total loans held for sale		3,290			7,155
Loans
Commercial real estate		599,624			579,450
Commercial and industrial		191,286			188,852
Residential real estate		93,308			100,256
Consumer		2,978			3,244
Total loans		887,196			871,802
Less: Allowance for loan losses		5,288			4,807
Loans, net		881,908			866,995
Premises and equipment, net		6,314			6,591
Real estate owned and other repossessed collateral, net		1,549			2,233
Federal Home Loan Bank stock, at cost		1,652			1,652
Intangible assets, net		758			867
Servicing rights, net		3,010			2,970
Bank-owned life insurance		16,729			16,620
Other assets		7,013			7,564
Total assets	$	1,213,717		$	1,157,736
Liabilities and Shareholders' Equity
Deposits
Demand	$	67,500		$	72,272
Savings and interest checking		109,564			109,637
Money market		398,423			420,886
Time		440,020			352,145
Total deposits		1,015,507			954,940
Federal Home Loan Bank advances		15,000			15,000
Subordinated debt		24,043			23,958
Capital lease obligation		536			605
Other liabilities		15,240			24,803
Total liabilities		1,070,326			1,019,306
Commitments and contingencies		-			-
Shareholders' equity
Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2018 and June 30, 2018		-			-
Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,226,648 and 8,056,527 shares issued and outstanding at September 30, 2018 and June 30, 2018, respectively		8,226			8,057
Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 820,742 and 882,314 shares issued and outstanding at September 30, 2018 and June 30, 2018, respectively		821			882
Additional paid-in capital		77,075			77,016
Retained earnings		58,501			54,236
Accumulated other comprehensive loss		(1,232	)		(1,761	)
Total shareholders' equity		143,391			138,430
Total liabilities and shareholders' equity	$	1,213,717		$	1,157,736

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NORTHEAST BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (~~Dollars~~In in thousands, except share and per share data)

	Three Months Ended September 30,
	Three Months Ended December 31,					Six Months Ended December 31,
	2018			2017		2018			2017
Interest and dividend income:
Interest and fees on loans	$	1718,~~525~~934		$	1514,~~383~~501	$	36,460		$	29,883
Interest on investment securities		362			266
Interest on available-for-sale securities		425			267		784			533
Other interest and dividend income		~~880~~970			~~529~~492		1,851			1,022
Total interest and dividend income		1820,~~767~~329			1615,~~178~~260		39,095			31,438
Interest expense:
Deposits		3,~~682~~982			2,~~176~~129		7,664			4,305
Federal Home Loan Bank advances		~~118~~125			~~172~~148		242			319
Subordinated debt		~~601~~573			~~508~~517		1,174			1,025
Obligation under capital lease agreements		76			119		14			21
Total interest expense		4,~~408~~686			2,~~867~~803		9,094			5,670
Net interest and dividend income before provision for loan losses		1415,~~359~~643			1312,~~311~~457		30,001			25,768
Provision for loan losses		~~532~~101			~~354~~437		633			792
Net interest and dividend income after provision for loan losses		1315,~~827~~542			12,~~957~~020		29,368			24,976
Noninterest income:
Fees for other services to customers		~~492~~340			~~526~~475		832			1,002
Gain on sales of SBA loans		~~851~~942			~~1,019~~341		1,793			1,361
Gain on sales of residential loans held for sale		~~174~~104			~~291~~255		279			545
Net unrealized loss on equity securities		(40	)		-
Gain on sales of other loans		-			21		-			21
Loss on real estate owned, other repossessed collateral and premises and equipment, net		(40	)		-
Net unrealized gain on equity securities		50			-		10			-
Bank-owned life insurance income		110			112
Gain (loss) on real estate owned, other repossessed collateral and premises and equipment, net		(24	)		11		(64	)		11
Other noninterest income		7			10
Bank-owned life insurance income		110			111		219			223
Total noninterest income		1,554			1,958
Other noninterest income		23			14		29			23
Noninterest expense:
Total noninterest income		1,545			1,228		3,098			3,186
Salaries and employee benefits		5,509			5,254
Noninterest expense:
Occupancy and equipment expense		1,127			1,109
Salaries and employee benefits		5,699			5,173		11,208			10,427
Professional fees		534			442
Occupancy and equipment expense		957			1,150		2,084			2,260
Data processing fees		601			604
Professional fees		656			425		1,190			867
Marketing expense		124			87
Data processing fees		830			624		1,431			1,227
Loan acquisition and collection expense		439			365
Marketing expense		130			70		253			157
FDIC insurance premiums		81			80
Loan acquisition and collection expense		585			368		1,024			733
Intangible asset amortization		109			109
FDIC insurance premiums		81			80		162			160
Other noninterest expense		831			664
Intangible asset amortization		109			109		218			218
Total noninterest expense		9,355			8,714
Other noninterest expense		856			564		1,687			1,228
Income before income tax expense		6,026			6,201
Total noninterest expense		9,903			8,563		19,257			17,277
Income tax expense		1,492			1,615
Income before income tax expense		7,184			4,685		13,209			10,885
Net income	$	4,534		$	4,586
Income tax expense		2,059			1,381		3,550			2,995
Weighted-average common shares outstanding:
Net income	$	5,125		$	3,304	$	9,659		$	7,890
Basic		8,995,925			8,841,511
Weighted-average shares outstanding:
Diluted		9,183,729			9,089,936
Basic		9,048,397			8,924,495		9,022,161			8,883,003
Earnings per common share:
Diluted		9,201,557			9,168,084		9,192,643			9,129,010
Basic	$	0.50		$	0.52
Earnings per common share:
Diluted		0.49			0.50
Basic	$	0.57		$	0.37	$	1.07		$	0.89
Cash dividends declared per common share	$	0.01		$	0.01
Diluted		0.56			0.36		1.05			0.86
Cash dividends declared per common share	$	0.01		$	0.01	$	0.02		$	0.02

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NORTHEAST BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (~~Dollars~~In in thousands)

	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2018			2017			2018			2017
Net income	$	45,~~534~~125		$	43,~~586~~304		$	9,659		$	7,890
Other comprehensive income, before tax:
Available-for-sale debt securities:
Available-for-sale securities:
Change in net unrealized loss on available-for-sale debt securities		(74	)		122
Change in net unrealized gain (loss) on available-for-sale securities		633			(297	)		560			(175	)
Derivatives and hedging activities:
Change in accumulated loss on effective cash flow hedges		482			22
Change in accumulated (loss) gain on effective cash flow hedges		(1,104	)		160			(623	)		181
Reclassification adjustments included in interest expense		7038			2326			107			49
Total derivatives and hedging activities		~~552~~(1,066	)		45186			(516	)		230
Total other comprehensive income, before tax		478			167
Total other comprehensive (loss) income, before tax		(433	)		(111	)		44			55
Income tax expense related to other comprehensive income		129			63
Income tax (benefit) expense related to other comprehensive (loss) income		(117	)		(43	)		11			19
Other comprehensive income, net of tax		349			104
Other comprehensive (loss) income, net of tax		(316	)		(68	)		33			36
Comprehensive income	$	4,~~883~~809		$	43,~~690~~236		$	9,692		$	7,926

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NORTHEAST BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) (~~Dollars~~In in thousands, except share and per share data)

																							Accumulated
																							Other			Total
	Preferred Stock				Voting Common Stock						Non-voting Common Stock						Additional			Retained			Comprehensive			Shareholders'
	Shares		Amount		Shares			Amount			Shares			Amount			Paid-in Capital			Earnings			Loss			Equity
Balance at June 30, 2017		-		-		7,840,460		$	7,841			991,194		$	991		$	77,455		$	38,142		$	(1,632	)	$	122,797
Net income		-		-		-			-			-			-			-			47,~~586~~890			-			47,~~586~~890
Other comprehensive income, net of tax		-		-		-			-			-			-			-			-			~~104~~36			~~104~~36
Conversions between voting common stock and non- voting common stock, net		-		-		-69,255			-69			-(69,255	)		-(69	)		-			-			-			-
Dividends on common stock at $0.01 per share		-		-		-			-			-			-			-			(87	)		-			(87	)
Dividends on common stock at $0.02 per share		-		-		-			-			-			-			-			(177	)		-			(177	)
Stock-based compensation		-		-		-			-			-			-			~~220~~485			-			-			~~220~~485
Issuance of restricted common stock		-		-		1012,000			1012			-			-			(1012	)		-			-			-
Cancellation and forfeiture of restricted common stock		-		-		(15,~~089~~756	)		(1516	)		-			-			(39	)		-			-			(5455	)
Stock options exercised, net		-		-		63111,~~788~~375			63111			-			-			(~~917~~1,084	)		-			-			(~~854~~973	)
Balance at September 30, 2017		-	$	-		7,899,159		$	7,899			991,194		$	991		$	76,709		$	42,641		$	(1,528	)	$	126,712
Balance at December 31, 2017		-	$	-		8,017,334		$	8,017			921,939		$	922		$	76,805		$	45,855		$	(1,596	)	$	130,003
Balance at June 30, 2018		-		-		8,056,527		$	8,057			882,314		$	882		$	77,016		$	54,236		$	(1,761	)	$	138,430
Net income		-		-		-			-			-			-			-			49,~~534~~659			-			49,~~534~~659
Other comprehensive income, net of tax		-		-		-			-			-			-			-			-			~~349~~33			~~349~~33
Conversions between voting common stock and non- voting common stock, net		-		-		6170,~~572~~368			6170			(6170,~~572~~368	)		(6170	)		-			-			-			-
Dividends on common stock at $0.01 per share		-		-		-			-			-			-			-			(89	)		-			(89	)
Dividends on common stock at $0.02 per share		-		-		-			-			-			-			-			(180	)		-			(180	)
Stock-based compensation		-		-		-			-			-			-			~~299~~687			-			-			~~299~~687
Issuance of restricted common stock		-		-		~~114~~116,925			~~114~~117			-			-			(~~114~~117	)		-			-			-
Cancellation and forfeiture of restricted common stock		-		-		(67,~~376~~877	)		(68	)		-			-			(126	)		-			-			(~~132~~134	)
Stock options exercised, net		-		-		-974			-1			-			-			-(5	)		-			-			-(4	)
Adjustment for adoption of ASU 2016-01		-		-		-			-			-			-			-			(180	)		180			-
Balance at September 30, 2018		-	$	-		8,226,648		$	8,226			820,742		$	821		$	77,075		$	58,501		$	(1,232	)	$	143,391
Balance at December 31, 2018		-	$	-		8,236,917		$	8,237			811,946		$	812		$	77,455		$	63,535		$	(1,548	)	$	148,491

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NORTHEAST BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (~~Dollars~~In in thousands)

	Three Months Ended September 30,
	Six Months Ended December 31,
	2018			2017
Operating activities:
Net income	$	49,~~534~~659		$	47,~~586~~890
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		~~532~~633			~~354~~792
Loss on sale and impairment of real estate owned and other repossessed collateral, net		40			-
Loss (gain) on sale and impairment of real estate owned and other repossessed collateral, net		64			(11	)
Net unrealized loss on equity securities		40			-
Net unrealized gain on equity securities		(10	)		-
Accretion of fair value adjustments on loans, net		(13,~~592~~700	)		(24,~~938~~830	)
Accretion of fair value adjustments on borrowings, net		57			50
Amortization of fair value adjustments on borrowings, net		115			104
Amortization of subordinated debt issuance costs		2855			2855
Originations of loans held for sale		(2544,~~271~~203	)		(3049,~~545~~309	)
Net proceeds from sales of loans held for sale		2648,~~523~~201			2950,~~450~~946
Gain on sales of residential loans held for sale		(~~174~~279	)		(~~291~~545	)
Gain on sales of SBA and other loans held for sale		(~~851~~1,793	)		(1,~~019~~382	)
Net increase in servicing rights		(40	)		(109	)
Net decrease (increase) in servicing rights		36			(159	)
Amortization of intangible assets		~~109~~218			~~109~~218
Bank-owned life insurance income, net		(~~110~~219	)		(~~112~~223	)
Depreciation of premises and equipment		~~333~~662			~~292~~636
Stock-based compensation		~~299~~687			~~220~~485
Amortization of available-for-sale debt securities, net		109			240
Deferred income tax expense		-			498
Amortization of available-for-sale debt securities, net		197			450
Changes in other assets and liabilities:
Other assets		~~496~~391			(~~990~~1,376	)
Other liabilities		(94,~~085~~948	)		(3,~~992~~231	)
Net cash used in operating activities		(4,023	)		(4,667	)
Net cash provided by operating activities		5,766			1,008
Investing activities:
Purchases of available-for-sale debt securities		(1521,~~992~~986	)		-(9,222	)
Proceeds from maturities and principal payments on investment securities, net		1725,~~680~~203			212,~~067~~951
Loan purchases		(3484,~~803~~137	)		(338,~~651~~453	)
Loan originations, principal collections, and purchased loan paydowns, net		24,~~538~~601			2245,~~599~~540
Purchases and disposals of premises and equipment, net		(56183	)		(~~629~~795	)
Proceeds from sales of real estate owned and other repossessed collateral		694			-
Redemption of Federal Home Loan Bank stock		-			180
Net cash (used in) provided by investing activities		(7,939	)		20,386
Proceeds from sales of real estate owned and other repossessed collateral		756			1,264
Net cash (used in) provided by investing activities		(55,746	)		11,465
Financing activities:
Net increase (decrease) in deposits		6030,~~567~~651			(2741,~~127~~196	)
Dividends paid on common stock		(89180	)		(87177	)
Repayment of capital lease obligation		(69	)		(65	)
Repayment of Federal Home Loan Bank advances		-			(5,000	)
Repurchases for tax withholdings on restricted common stock		(132	)		(54	)
Repayment of capital lease obligation		(139	)		(132	)
Stock options exercised, net		-			(854	)
Repurchases for tax withholdings on restricted common stock		(134	)		(55	)
Net cash provided by (used in) financing activities		60,277			(28,187	)
Stock options exercised, net		(4	)		(973	)
Net increase (decrease) in cash and cash equivalents		48,315			(12,468	)
Net cash provided by (used in) financing activities		30,194			(47,533	)
Net decrease in cash and cash equivalents		(19,786	)		(35,060	)
Cash and cash equivalents, beginning of period		157,402			163,283
Cash and cash equivalents, end of period	$	~~205~~137,~~717~~616		$	~~150~~128,~~815~~223
Supplemental schedule of noncash investing activities:
Transfers from loans to real estate owned and other repossessed collateral, net	$	50		$	1,~~214~~302

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NORTHEAST BANCORP AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

~~September~~December 3031, 2018

1. Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of Northeast Bancorp (“Northeast” or the “Company”) and its wholly-owned subsidiary, Northeast Bank (the “Bank”).

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 notes required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the interim periods presented. These accompanying unaudited financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2018 (“Fiscal 2018”) included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

2. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-14, Revenue from Contracts with Customers (Topic 606) (“ASU 2015-14”) was issued in August 2015 which deferred adoption to annual reporting periods beginning after December 15, 2017, which was adopted during the three months ended September 30, 2018. The timing of the Company’s revenue recognition did not change. The Company’s largest portions of revenue, interest and fees on loans, interest and dividend income on securities and short-term investments, bank-owned life insurance income, and gain on sales of loans, are specifically excluded from the scope of the guidance. Additionally, fees for other services to customers includes loan servicing fee income which is accounted for under ASC Topic 860, Transfers and Servicing, (“Topic 860”), and is not subject to Topic 606. The other component of fees for other services to customers is deposit fees. The majority of the Company’s deposit fees are specifically related to a customer accessing its funds, in which case the revenue is currently recognized in a consistent manner with Topic 606. Revenue that is not specifically related to a customer accessing its funds (i.e. account maintenance fees), can be waived; however, the amount of waived fees is not considered material, and thus the revenue is consistently recognized with Topic 606. All other revenue is also recognized in a manner consistent with Topic 606. Because of the above, management believes that revenue recognized under the new guidance approximates revenue recognized under current GAAP.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This guidance changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values; however, the exception requires the Company to adjust the carrying amount for impairment and observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This guidance also changes certain disclosure requirements and other aspects of current GAAP. The Company adopted this guidance during the three months ended September 30, 2018. This adoption resulted in a reclassification of $180 thousand from accumulated other comprehensive loss to retained earnings in the consolidated financial statements, with no net effect on shareholders' equity. In addition, the disclosure of the fair value of “Loans, net” in “Notes to Unaudited Consolidated Financial Statements – Note 1110: Fair Value Measurements” is now calculated based on an exit pricing strategy versus an entry pricing strategy.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. Entities will be required to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within the fiscal year. The Company is currently evaluating the impact of the adoption of ASU 2016-02 to determine the potential impact it will have on its consolidated financial statements. The Company’s assets and liabilities will increase based on the present value of the remaining lease payments for leases in place at the adoption date; however, this is not expected to be material to the Company’s results of operations.

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). This guidance is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this guidance replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019. Early adoption is available as of the fiscal year beginning after December 15, 2018. The Company is evaluating the provisions of the guidance, and will closely monitor developments and additional guidance to determine the potential impact on the Company’s consolidated financial statements. Management is in the process of identifying the methodologies and the additional data requirements necessary to implement the guidance and has engaged an existing third-party service provider to assist in implementation.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”) which amends the scope of modification accounting for share-based payment arrangements. This update provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. This update was adopted during the three months ended September 30, 2018 and did not have an impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) (“ASU 2017-12”). This guidance permits hedge accounting for risk components in hedging relationships involving nonfinancial risk and interest rate risk, and improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842) (“ASU 2018-11”). The guidance provides clarification on the application of ASU 2016-02, specifically on certain narrow aspects of the guidance issued under ASU 2016-02, including comparative reporting requirements for initial adoption and, for lessors only, separating lease and non-lease components in a contract and allocating the consideration in the contract to the separate components. For entities that have not adopted ASU 2016-02 before the issuance of these updates, the amendments in this guidance are the same as the effective date and transition requirements in ASU 2016-02. The adoption of this guidance is not expected to have ana significant impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820) (“ASU 2018-13”). This update modifies disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This includes removing requirements related to transfers between Level 1 and Level 2, the policy of timing of transfers between levels, and the valuation process for Level 3 fair value measurements, modifying disclosure requirements related to investments in certain entities that calculate net asset value, and adding disclosure requirements for changes in unrealized gains and losses for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

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3. Investment Securities

The following presents a summary of the amortized cost, gross unrealized holding gains and losses, and fair value of investment securities.

September 30, 2018

December 31, 2018

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

(Dollars in thousands)

U.S. Government agency securities

57,~~085~~056

-79

(~~264~~110

)

5657,~~821~~025

Agency mortgage-backed securities

2321,~~483~~853

(~~1,147~~746

)

2221,~~336~~107

Equity investments measured at net asset value

6,~~907~~947

(~~287~~236

)

6,~~620~~711

Total investment securities

8785,~~475~~856

-79

(1,~~698~~092

)

8584,~~777~~843

June 30, 2018

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

(Dollars in thousands)

U.S. Government agency securities

57,129

(242

)

56,887

Agency mortgage-backed securities

25,276

(1,095

)

24,181

Equity investments measured at net asset value

6,866

(247

)

6,619

Total investment securities

89,271

(1,584

)

87,687

At December ~~September 30~~31, 2018 and June 30, 2018, the Company held no securities of any single issuer (excluding the U. S. Government and government agencies) with a book value that exceeded 10% of shareholders’ equity.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on sale. There were no securities sold during the three and six months ended December ~~September 30~~31, 2018 or 2017. At December ~~September 30~~31, 2018, no investment securities were pledged as collateral to secure outstanding borrowings.

The following summarizes the Company’s gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

September 30, 2018

December 31, 2018

Less than 12 Months

More than 12 Months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

(Dollars in thousands)

U.S. Government agency securities

4110,~~873~~914

(~~213~~20

)

1418,~~948~~009

(5190

)

5628,~~821~~923

(~~264~~110

)

Agency mortgage-backed securities

~~554~~-

~~(15~~-

)

21,~~782~~107

(~~1,132~~746

)

2221,~~336~~107

(~~1,147~~746

)

Equity investments measured at net asset value

5,~~067~~147

(~~287~~236

)

5,~~067~~147

(~~287~~236

)

Total investment securities

4210,~~427~~914

(~~228~~20

)

4144,~~797~~263

(1,~~470~~072

)

8455,~~224~~177

(1,~~698~~092

)

	June 30, 2018
	Less than 12 Months					More than 12 Months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(Dollars in thousands)
U.S. Government agency securities	$	5725,~~168~~988	$	(~~233~~126	)	$	-30,899	$	-(116	)	$	5756,~~168~~887	$	(~~233~~242	)
Agency mortgage-backed securities		191,~~571~~265		(~~298~~27	)		1322,~~332~~916		(~~322~~1,068	)		3224,~~903~~181		(~~620~~1,095	)
Equity investments measured at net asset value		~~5,115~~-		~~(95~~-	)		-5,076		-(247	)		5,~~115~~076		(95247	)
Total investment securities	$	8127,~~854~~253	$	(~~626~~153	)	$	1358,~~332~~891	$	(~~322~~1,431	)	$	9586,~~186~~144	$	(~~948~~1,584	)

There were no other-than-temporary impairment losses on securities during the three and six months ended December ~~September 30~~31, 2018 or 2017.

At December ~~September 30~~31, 2018, the Company had 4133 securities in an unrealized loss position. At December ~~September 30~~31, 2018, all of the Company’s available-for-sale securities were issued or guaranteed by either government agencies or government-sponsored enterprises. The decline in fair value of the Company’s investment securities at December ~~September 30~~31, 2018 is attributable to changes in interest rates.

In addition to considering current trends and economic conditions that may affect the quality of individual securities within the Company’s investment portfolio, management of the Company also considers the Company’s ability and intent to hold such securities to maturity or recovery of cost. At December ~~September 30~~31, 2018, the Company does not intend to sell and it is not more likely than not that the Company will be required to sell the investment securities before recovery of its amortized cost. As such, management does not believe any of the Company’s investment securities are other-than-temporarily impaired at December ~~September 30~~31, 2018.

The investments measured at net asset value include a fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies, as well as a fund that primarily invests in the federally guaranteed portion of SBA 7(a) loans that adjust quarterly or monthly and are indexed to the Prime Rate. The underlying composition of these funds is primarily government agencies, other investment-grade investments, or the guaranteed portion of SBA 7(a) loans, as applicable. As of December ~~September 30~~31, 2018, the effective duration of the fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies is 4.5866 years.

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ASU 2016-01, Recognition and Measurements of Financial Assets and Financial Liabilities, was adopted on July 1, 2018, and a cumulative effect adjustment of $180 thousand was recorded to reclassify the amount of accumulated unrealized losses, net, related to equity securities from accumulated other comprehensive loss to retained earnings. For the three and six months ended December ~~September 30~~31, 2018, there were $4050 thousand and $10 thousand of increases in net unrealized ~~losses~~gains on equity securities recognized in the consolidated ~~statement~~statements of income, respectively.

The amortized cost and fair values of available-for-sale debt securities by contractual maturity are shown below as of December ~~September 30~~31, 2018. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	Amortized Cost		Fair Value
	(Dollars in thousands)
Due within one year	$	1620,~~992~~094	$	1620,~~938~~003
Due after one year through five years		4036,~~093~~962		3937,~~883~~022
Due after five years through ten years		-		-
Due after ten years		-		-
Total U.S. Government agency securities		57,~~085~~056		5657,~~821~~025
Agency mortgage-backed securities		2321,~~483~~853		2221,~~336~~107
Total available-for-sale debt securities	$	8078,~~568~~909	$	7978,~~157~~132

4. Loans, Allowance for Loan Losses and Credit Quality

Loans are carried at the principal amounts outstanding, or amortized acquired fair value in the case of acquired loans, adjusted by partial charge-offs and net of deferred loan costs or fees. Loan fees and certain direct origination costs are deferred and amortized into interest income over the expected term of the loan using the level-yield method. When a loan is paid off in full, the unamortized portion is recognized in interest income. Interest income is accrued based upon the daily principal amount outstanding, except for loans on nonaccrual status.

Loans purchased by the Company are accounted for under ASC 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). At acquisition, the effective interest rate is determined based on the discount rate that equates the present value of the Company's estimate of cash flows with the purchase price of the loan. Prepayments are not assumed in determining a purchased loan's effective interest rate and income accretion. The application of ASC 310-30 limits the yield that may be accreted on the purchased loan, or the "accretable yield," to the excess of the Company's estimate, at acquisition, of the expected undiscounted principal, interest, and other cash flows over the Company's initial investment in the loan. The excess of contractually required payments receivable over the cash flows expected to be collected on the loan represents the purchased loan's "nonaccretable difference." Subsequent improvements in expected cash flows of loans with nonaccretable differences result in a prospective increase to the loan's effective yield through a reclassification of some, or all, of the nonaccretable difference to accretable yield. The effect of subsequent credit-related declines in expected cash flows of purchased loans are recorded through a specific allocation in the allowance for loan losses.

Loans are generally placed on nonaccrual status when they are past due 90 days as to either principal or interest, or when in management's judgment the collectability of interest or principal of the loan has been impaired. Loans accounted for under ASC 310-30 are placed on nonaccrual when it is not possible to reach a reasonable expectation of the timing and amount of cash flows to be collected on the loan. When a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on loans. Interest on nonaccrual loans is accounted for on a cash-basis or using the cost-recovery method when collectability is doubtful. A loan is returned to accrual status when collectability of principal and interest is reasonably assured and the loan has performed for a reasonable period of time.

In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring ("TDR"), and therefore by definition is an impaired loan. Concessionary modifications may include adjustments to interest rates, extensions of maturity, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. For loans accounted for under ASC 310-30, the Company evaluates whether it has granted a concession by comparing the restructured debt terms to the expected cash flows at acquisition plus any additional cash flows expected to be collected arising from changes in estimate after acquisition. As a result, if an ASC 310-30 loan is modified to be consistent with, or better than, the Company's expectations at acquisition, the modified loan would not qualify as a TDR. Nonaccrual loans that are restructured generally remain on nonaccrual status for a minimum period of six months to demonstrate that the borrower can meet the restructured terms. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. If the borrower's ability to meet the revised payment schedule is not reasonably assured, the loan is classified as a nonaccrual loan. With limited exceptions, loans classified as TDRs remain classified as such until the loan is paid off.

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The composition of the Company’s loan portfolio is as follows on the dates indicated.

	September 30, 2018						June 30, 2018
	December 31, 2018
	Originated		Purchased		Total		~~Originated~~		~~Purchased~~		~~Total~~
	(Dollars in thousands)
Residential real estate	$	69,776	$	14,398	$	84,174	$	75,873	$	13,926	$	89,799
Commercial real estate	$	259,451	$	313,261	$	572,712
Home equity		9,134		-		9,134		10,457		-		10,457
Commercial and industrial		202,150		788		202,938
Commercial real estate		314,394		285,230		599,624		303,399		276,051		579,450
Residential real estate		75,972		16,594		92,566
Commercial and industrial		190,366		920		191,286		187,857		995		188,852
Consumer		2,788		-		2,788
Consumer		2,978		-		2,978		3,244		-		3,244
SBA		67,282		-		67,282
Total loans	$	~~586~~607,~~648~~643	$	~~300~~330,~~548~~643	$	~~887~~938,~~196~~286	$	~~580,830~~	$	~~290,972~~	$	~~871,802~~

Total loans include deferred loan origination costs, net, of $339 thousand and $223 thousand as of September 30, 2018 and June 30, 2018, respectively.

June 30, 2018

Originated

Purchased

Total

(Dollars in thousands)

Commercial real estate

249,428

276,051

525,479

Commercial and industrial

181,800

995

182,795

Residential real estate

86,202

13,926

100,128

Consumer

3,244

SBA

60,156

Total loans

580,830

290,972

871,802

Total loans include deferred loan origination costs, net, of $190 thousand and $223 thousand as of December 31, 2018 and June 30, 2018, respectively.

Past Due and Nonaccrual Loans

The following is a summary of past due and nonaccrual loans:

	September 30, 2018
	December 31, 2018
					Past Due		Past Due
	Past Due 30-59		Past Due 60-89		Past Due 90 Days or More-Still		Past Due 90 Days or More-		Total Past		Total		Total		Nonaccrual
	Past Due		Past Due		90 Days or		90 Days or
	30-59		60-89		More-Still		More-		Total Past		Total		Total		Nonaccrual
	Days		Days		Accruing		Nonaccrual		Due		Current		Loans		Loans
	(Dollars in thousands)
Originated portfolio:
Residential real estate	$	~~351~~1,141	$	~~220~~247	$	-	$	1,~~536~~640	$	23,~~107~~028	$	6772,~~669~~944	$	6975,~~776~~972	$	2,~~633~~595
Home equity		-		-		-		10		10		9,124		9,134		152
Commercial real estate		238		309		-		2,237		2,784		256,667		259,451		2,351
Commercial real estate		854		-		-		1,244		2,098		312,296		314,394		1,703
Commercial and industrial		-		-		-		40		40		202,110		202,150		40
Commercial and industrial		100		-		-		807		907		189,459		190,366		1,453
Consumer		62		67		-		121		250		2,538		2,788		216
Consumer		53		-		-		100		153		2,825		2,978		185
SBA		1,325		62		-		1,273		2,660		64,622		67,282		1,793
Total originated portfolio		12,~~358~~766		~~220~~685		-		35,~~697~~311		58,~~275~~762		~~581~~598,~~373~~881		~~586~~607,~~648~~643		6,~~126~~995
Purchased portfolio:
Residential real estate		~~421~~-		-		-		202		~~623~~202		1316,~~775~~392		1416,~~398~~594		202
Commercial real estate		15,~~074~~363		161,205		-		2,~~395~~612		39,~~485~~180		~~281~~304,~~745~~081		~~285~~313,~~230~~261		4,~~815~~755
Commercial and industrial		~~149~~-		5-		-		~~104~~139		~~258~~139		~~662~~649		~~920~~788		~~358~~394
Total purchased portfolio		15,~~644~~363		211,205		-		2,~~701~~953		49,~~366~~521		~~296~~321,~~182~~122		~~300~~330,~~548~~643		5,~~375~~351
Total loans	$	38,~~002~~129	$	~~241~~1,890	$	-	$	68,~~398~~264	$	918,~~641~~283	$	~~877~~920,~~555~~003	$	~~887~~938,~~196~~286	$	1112,~~501~~346

	June 30, 2018
					Past Due		Past Due
	Past Due 30-59 Days		Past Due 60-89 Days		Past Due 90 Days or More-Still Accruing		Past Due 90 Days or More- Nonaccrual		Total Past Due		Total Current		Total Loans		Nonaccrual Loans
	Past Due		Past Due		90 Days or		90 Days or
	30-59		60-89		More-Still		More-		Total Past		Total		Total		Nonaccrual
	Days		Days		Accruing		Nonaccrual		Due		Current		Loans		Loans
	(Dollars in thousands)
Originated portfolio:
Residential real estate	$	~~404~~493	$	181	$	-	$	1,~~201~~355	$	12,~~786~~029	$	7484,~~087~~173	$	7586,~~873~~202	$	23,~~914~~212
Home equity		89		-		-		154		243		10,214		10,457		298
Commercial real estate		27		210		-		98		335		249,093		249,428		1,428
Commercial real estate		27		210		-		169		406		302,993		303,399		1,499
Commercial and industrial		-		-		-		32		32		181,768		181,800		34
Commercial and industrial		-		-		-		792		792		187,065		187,857		1,368
Consumer		77		82		-		19		178		3,066		3,244		134
SBA		-		-		-		831		831		59,325		60,156		1,405
Total originated portfolio		597		473		-		2,335		3,405		577,425		580,830		6,213
Purchased portfolio:
Residential real estate		-		-		-		202		202		13,724		13,926		202
Commercial real estate		659		274		-		3,086		4,019		272,032		276,051		5,180
Commercial and industrial		17		-		-		91		108		887		995		363
Total purchased portfolio		676		274		-		3,379		4,329		286,643		290,972		5,745
Total loans	$	1,273	$	747	$	-	$	5,714	$	7,734	$	864,068	$	871,802	$	11,958

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Allowance for Loan Losses and Impaired Loans

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. For residential and consumer loans, a charge-off is recorded no later than the point at which a loan is 180 days past due if the loan balance exceeds the fair value of the collateral, less estimated costs to sell. For commercial loans, a charge-off is recorded on a case-by-case basis when all or a portion of the loan is deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses consists of general, specific, and unallocated reserves and reflects management’s estimate of probable loan losses inherent in the loan portfolio at the balance sheet date. Management uses a consistent and systematic process and methodology to evaluate the appropriateness of the allowance for loan losses on a quarterly basis. The calculation of the allowance for loan losses is segregated by portfolio segments, which include: residential real estate, commercial real estate, commercial and industrial, consumer, purchased loans, and SBA loans. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate: All loans in this segment are collateralized by residential real estate and repayment is primarily dependent on the credit quality, loan-to-value ratio and income of the individual borrower. The overall health of the economy, particularly unemployment rates and housing prices, has a significant effect on the credit quality in this segment. For purposes of the Company’s allowance for loan loss calculation, home equity loans and lines of credit are included in residential real estate.

Commercial real estate: Loans in this segment are primarily income-producing properties. For owner-occupied properties, the cash flows are derived from an operating business, and the underlying cash flows may be adversely affected by deterioration in the financial condition of the operating business. The underlying cash flows generated by non-owner occupied properties may be adversely affected by increased vacancy rates. Management periodically obtains rent rolls and operating statements, with which it monitors the cash flows of these loans. Adverse developments in either of these areas will have an adverse effect on the credit quality of this segment. For purposes of the allowance for loan losses, this segment also includes construction loans.

Commercial and industrial: Loans in this segment are made to businesses and are generally secured by the assets of the business. Repayment is expected from the cash flows of the business. This segment also includes loans to non-bank lenders, which are generally secured by a collateral assignment of the notes and mortgages on loans originated by the non-bank lenders. Weakness in national or regional economic conditions, and a corresponding weakness in consumer or business spending, will have an adverse effect on the credit quality of this segment.

Consumer: Loans in this segment are generally secured, and repayment is dependent on the credit quality of the individual borrower. Repayment of consumer loans is generally based on the earnings of individual borrowers, which may be adversely impacted by regional labor market conditions.

Purchased: Loans in this segment are typically secured by commercial real estate, multi-family residential real estate, or business assets and have been acquired by the Bank’s Loan Acquisition and Servicing Group (“LASG”). Loans acquired by the LASG are, with limited exceptions, performing loans at the date of purchase. Repayment of loans in this segment is largely dependent on cash flow from the successful operation of the property, in the case of non-owner occupied property, or operating business, in the case of owner-occupied property. Loan performance may be adversely affected by factors affecting the general economy or conditions specific to the real estate market, such as geographic location or property type. Loans in this segment are evaluated for impairment under ASC 310-30. The Company reviews expected cash flows from purchased loans on a quarterly basis. The effect of a decline in expected cash flows subsequent to the acquisition of the loan is recognized through a specific allocation in the allowance for loan losses.

SBA: Loans in this segment are comprised of both commercial real estate and commercial and industrial loans to small businesses, underwritten and originated by the Bank’s national SBA group (“SBA Division”). Loans are underwritten and originated primarily in accordance with SBA 7(a) guidelines, and are partially guaranteed by the SBA. Loans are primarily secured by income-producing properties and/or assets of the businesses or borrowers. Adverse developments in national or regional economic conditions, and a corresponding weakness in consumer or business spending, will have an adverse effect on the credit quality of this segment.

The general component of the allowance for loan losses for originated loans is based on historical loss experience adjusted for qualitative factors stratified by loan segment. The Company does not weight periods used in that analysis to determine the average loss rate in each portfolio segment. This historical loss factor is adjusted for the following qualitative factors:

●

Levels and trends in delinquencies;

●

Trends in the volume and nature of loans;

●

Trends in credit terms and policies, including underwriting standards, procedures and practices, and the experience and ability of lending management and staff;

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●

Trends in portfolio concentration;

●

National and local economic trends and conditions;

●

Effects of changes or trends in internal risk ratings; and

●

Other effects resulting from trends in the valuation of underlying collateral.

The allocated component of the allowance for loan losses relates to loans that are classified as impaired. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of the loan.

For all portfolio segments, except loans accounted for under ASC 310-30, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. For the purchased loan segment, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to realize cash flows as expected at acquisition. For loans accounted for under ASC 310-30 for which cash flows can reasonably be estimated, loan impairment is measured based on the decrease in expected cash flows from those estimated at acquisition, excluding changes due to changes in interest rate indices and other non-credit related factors, discounted at the loan’s effective rate assumed at acquisition. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting the scheduled principal and interest payments when due.

The following table sets forth activity in the Company’s allowance for loan losses.

	Three Months Ended September 30, 2018
	Three Months Ended December 31, 2018
	Residential			Commercial			Commercial
	Real Estate			Real Estate			and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	~~605~~625		$	1,~~527~~627		$	~~620~~789		$	3943		$	~~587~~597	$	1,~~429~~607	$	45,~~807~~288
Provision (credit)		9940			93(76	)		~~164~~83			(1224	)		102		~~178~~76		~~532~~101
Recoveries		21			7-			72			1812			-		-		3415
Charge-offs		(81	)		-			(2-	)		(215	)		-		-		(8596	)
Ending balance	$	~~625~~585		$	1,~~627~~551		$	~~789~~874		$	4316		$	~~597~~599	$	1,~~607~~683	$	5,~~288~~308

	Three Months Ended September 30, 2017
	Three Months Ended December 31, 2017
	Residential			Commercial		Commercial
	Real Estate			Real Estate		and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	~~472~~508		$	1,~~219~~248	$	~~394~~596		$	5341		$	~~303~~310	$	1,~~224~~331	$	34,~~665~~034
Provision (credit)		41176			2964		~~184~~(40	)		~~(14~~19	)		7210		~~107~~8		~~354~~437
Recoveries		71			-		185			625			-		-		31
Charge-offs		(12112	)		-		-			(435	)		-		-		(16147	)
Ending balance	$	~~508~~573		$	1,~~248~~312	$	~~596~~561		$	4150		$	~~310~~520	$	1,~~331~~339	$	4,~~034~~355

The following table sets forth information regarding the allowance for loan losses by portfolio segment and impairment methodology.

	Six Months Ended December 31, 2018
	Residential			Commercial		Commercial
	Real Estate			Real Estate		and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	605		$	1,527	$	620		$	39		$	587	$	1,429	$	4,807
Provision		139			17		246			(35	)		12		254		633
Recoveries		3			7		10			30			-		-		50
Charge-offs		(162	)		-		(2	)		(18	)		-		-		(182	)
Ending balance	$	585		$	1,551	$	874		$	16		$	599	$	1,683	$	5,308

	September 30, 2018
	Six Months Ended December 31, 2017
	Residential			Commercial		Commercial
	Real Estate			Real Estate		and Industrial		Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Allowance for loan losses:
Beginning balance	$	472		$	1,219	$	394	$	53		$	303	$	1,224	$	3,665
Individually evaluated	$	337		$	128	$	3	$	22		$	-	$	342	$	832
Provision		217			93		144		6			217		115		792
Collectively evaluated		288			1,499		786		21			-		1,265		3,859
Recoveries		8			-		23		31			-		-		62
ASC 310-30		-			-		-		-			597		-		597
Charge-offs		(124	)		-		-		(40	)		-		-		(164	)
Total	$	625		$	1,627	$	789	$	43		$	597	$	1,607	$	5,288
Ending balance	$	573		$	1,312	$	561	$	50		$	520	$	1,339	$	4,355
Loans:
Individually evaluated	$	5,137		$	2,541	$	47	$	340		$	-	$	3,585	$	11,650
Collectively evaluated		73,773			250,588		184,372		2,638			-		63,627		574,998
ASC 310-30		-			-		-		-			300,548		-		300,548
Total	$	78,910		$	253,129	$	184,419	$	2,978		$	300,548	$	67,212	$	887,196

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	June 30, 2018
	Residential		Commercial		Commercial
	Real Estate		Real Estate		and Industrial		Consumer		Purchased		SBA		Total
	(Dollars in thousands)
Allowance for loan losses:
Individually evaluated	$	322	$	139	$	8	$	6	$	-	$	112	$	587
Collectively evaluated		283		1,388		612		33		-		1,317		3,633
ASC 310-30		-		-		-		-		587		-		587
Total	$	605	$	1,527	$	620	$	39	$	587	$	1,429	$	4,807
Loans:
Individually evaluated	$	5,682	$	2,687	$	33	$	292	$	-	$	3,170	$	11,864
Collectively evaluated		80,520		246,742		181,767		2,952		-		56,985		568,966
ASC 310-30		-		-		-		-		290,972		-		290,972
Total	$	86,202	$	249,429	$	181,800	$	3,244	$	290,972	$	60,155	$	871,802

The following table sets forth information regarding the allowance for loan losses by portfolio segment and impairment methodology.

	December 31, 2018
	Residential		Commercial		Commercial
	Real Estate		Real Estate		and Industrial		Consumer		Purchased		SBA		Total
	(Dollars in thousands)
Allowance for loan losses:
Individually evaluated	$	260	$	148	$	2	$	4	$	-	$	313	$	727
Collectively evaluated		325		1,403		872		12		-		1,370		3,982
ASC 310-30		-		-		-		-		599		-		599
Total	$	585	$	1,551	$	874	$	16	$	599	$	1,683	$	5,308

Loans:
Individually evaluated	$	4,856	$	3,434	$	40	$	270	$	-	$	3,642	$	12,242
Collectively evaluated		71,116		256,017		202,110		2,518		-		63,640		595,401
ASC 310-30		-		-		-		-		330,643		-		330,643
Total	$	75,972	$	259,451	$	202,150	$	2,788	$	330,643	$	67,282	$	938,286

	June 30, 2018
	Residential		Commercial		Commercial
	Real Estate		Real Estate		and Industrial		Consumer		Purchased		SBA		Total
	(Dollars in thousands)
Allowance for loan losses:
Individually evaluated	$	322	$	139	$	8	$	6	$	-	$	112	$	587
Collectively evaluated		283		1,388		612		33		-		1,317		3,633
ASC 310-30		-		-		-		-		587		-		587
Total	$	605	$	1,527	$	620	$	39	$	587	$	1,429	$	4,807

Loans:
Individually evaluated	$	5,682	$	2,687	$	33	$	292	$	-	$	3,170	$	11,864
Collectively evaluated		80,520		246,741		181,767		2,952		-		56,986		568,966
ASC 310-30		-		-		-		-		290,972		-		290,972
Total	$	86,202	$	249,428	$	181,800	$	3,244	$	290,972	$	60,156	$	871,802

The following table sets forth information regarding impaired loans. Loans accounted for under ASC 310-30 that have performed based on cash flow and accretable yield expectations determined at date of acquisition are not considered impaired assets and have been excluded from the tables below.

	September 30, 2018						June 30, 2018
	December 31, 2018						June 30, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
	(Dollars in thousands)
Impaired loans without a valuation allowance:
Originated:
Residential real estate	$	32,~~031~~782	$	32,~~024~~766	$	-	$	3,162	$	3,154	$	-
Commercial real estate		12,~~458~~369		12,~~453~~364		-		1,~~641~~445		1,~~634~~438		-
Commercial and industrial		~~1,659~~12		~~1,659~~12		-		~~2,401~~-		~~2,401~~-		-
Consumer		~~279~~252		~~302~~275		-		271		296		-
SBA		1,920		1,920		-		2,597		2,597		-
Purchased:
Residential real estate		202		217		-		202		217		-
Commercial real estate		6,~~381~~456		98,~~064~~782		-		6,601		9,330		-
Commercial and industrial		9585		~~173~~163		-		108		186		-
Total		1314,~~105~~078		1516,~~892~~499		-		14,386		17,218		-
Impaired loans with a valuation allowance:
Originated:
Residential real estate		2,~~106~~074		2,~~086~~146		~~337~~260		2,520		2,497		322
Commercial real estate		1,~~621~~065		1,~~612~~057		~~191~~148		1,~~241~~242		1,~~233~~234		139
Commercial and industrial		~~1,435~~28		~~1,434~~28		~~282~~2		~~607~~33		~~607~~33		~~120~~8
Consumer		6118		6219		224		21		22		6
SBA		1,722		1,722		313		573		573		112
Purchased:
Residential real estate		-		-		-		-		-		-
Commercial real estate		43,~~401~~587		43,~~950~~856		~~298~~240		4,748		5,362		280
Commercial and industrial		~~357~~404		~~415~~463		~~299~~359		349		407		307
Total		98,~~981~~898		109,~~559~~291		1,~~429~~326		9,486		10,128		1,174
Total impaired loans	$	2322,~~086~~976	$	2625,~~451~~790	$	1,~~429~~326	$	23,872	$	27,346	$	1,174

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The following tables set forth information regarding interest income recognized on impaired loans.

	Three Months Ended September 30,
	Three Months Ended December 31,
	2018					2017
	Average		Interest			Average		Interest
	Recorded		Income			Recorded		Income
	Investment		Recognized			Investment		Recognized
	(Dollars in thousands)
Impaired loans without a valuation allowance:
Originated:
Residential real estate	$	32,~~097~~907	$	1912		$	43,~~095~~992	$	3638
Commercial real estate		1,~~550~~816		10(3	)		12,~~393~~454		931
Commercial and industrial		~~2,030~~15		33-			~~1,850~~-		37-
Consumer		~~275~~266		21			~~272~~285		67
SBA		1,878		49			1,794		2
Purchased:
Residential real estate		202		-			~~1,067~~566		-
Commercial real estate		6,~~491~~419		5968			89,~~868~~814		80102
Commercial and industrial		~~102~~90		-			3026		-
Total		13,~~747~~593		~~123~~127			1718,~~575~~931		~~252~~150
Impaired loans with a valuation allowance:
Originated:
Residential real estate		2,~~313~~090		2331			1,~~614~~904		2142
Commercial real estate		1,~~431~~171		2719			1,~~396~~388		2227
Commercial and industrial		~~1,021~~29		1-			~~845~~44		42
Consumer		4140		-			3532		1
SBA		1,736		1			806		-
Purchased:
Residential real estate		-		-			-83		-1
Commercial real estate		43,~~575~~994		3124			34,~~534~~108		2738
Commercial and industrial		~~353~~381		-1			94228		-3
Total		9,~~734~~441		8276			78,~~518~~593		75114
Total impaired loans	$	23,~~481~~034	$	~~205~~203		$	2527,~~093~~524	$	~~327~~264

	Six Months Ended December 31,
	2018				2017
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
	(Dollars in thousands)
Impaired loans without a valuation allowance:
Originated:
Residential real estate	$	2,992	$	31	$	4,012	$	74
Commercial real estate		1,692		-		1,756		94
Commercial and industrial		10		-		-		-
Consumer		267		3		273		13
SBA		2,118		89		1,819		39
Purchased:
Residential real estate		202		-		729		-
Commercial real estate		6,479		127		9,441		182
Commercial and industrial		96		-		28		-
Total		13,856		250		18,058		402

Impaired loans with a valuation allowance:
Originated:
Residential real estate		2,233		54		1,811		63
Commercial real estate		1,195		41		1,392		49
Commercial and industrial		30		-		30		3
Consumer		33		-		36		2
SBA		1,348		7		811		3
Purchased:
Residential real estate		-		-		55		1
Commercial real estate		4,245		55		3,915		65
Commercial and industrial		370		1		183		3
Total		9,454		158		8,233		189
Total impaired loans	$	23,310	$	408	$	26,291	$	591

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Credit Quality

The Company utilizes a ten-point internal loan rating system for commercial real estate, construction, commercial and industrial, and certain residential loans as follows:

Loans rated 1 – 6: Loans in these categories are considered “pass” rated loans. Loans in categories 1-5 are considered to have low to average risk. Loans rated 6 are considered marginally acceptable business credits and have more than average risk.

Loans rated 7: Loans in this category are considered “special mention.” These loans show signs of potential weakness and are being closely monitored by management.

Loans rated 8: Loans in this category are considered “substandard.” Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of the debt.

Loans rated 9: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in one graded 8 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.

Loans rated 10: Loans in this category are considered “loss” and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings of all loans subject to risk ratings. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. Risk ratings on purchased loans, with and without evidence of credit deterioration at acquisition, are determined relative to the Company’s recorded investment in that loan, which may be significantly lower than the loan’s unpaid principal balance.

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The following tables present the Company’s loans by risk rating.

	September 30, 2018
	December 31, 2018
	Originated Portfolio
	Commercial		Commercial				~~Purchased~~		Purchased
	Real Estate		and Industrial		~~Residential(1)~~SBA		~~Portfolio~~Residential(1)		~~Total~~Portfolio		Total
	(Dollars in thousands)
Loans rated 1- 6	$	~~307~~255,~~933~~540	$	~~186~~201,~~460~~858	$	1460,~~543~~248	$	~~289~~14,~~445~~583	$	~~798~~318,~~381~~693	$	850,922
Loans rated 7		41,~~620~~521		~~2,212~~-		965,100		~~5,505~~93		126,~~433~~467		13,181
Loans rated 8		12,~~841~~390		~~1,694~~292		~~815~~1,934		~~5,598~~812		95,~~948~~483		10,911
Loans rated 9		-		-		-		-		-		-
Loans rated 10		-		-		-		-		-		-
Total	$	~~314~~259,~~394~~451	$	~~190~~202,~~366~~150	$	1567,~~454~~282	$	~~300~~15,~~548~~488	$	~~820~~330,~~762~~643	$	875,014

	June 30, 2018
	Originated Portfolio
	Commercial		Commercial				~~Purchased~~		Purchased
	Real Estate		and Industrial		~~Residential(1)~~SBA		~~Portfolio~~Residential(1)		~~Total~~Portfolio		Total
	(Dollars in thousands)
Loans rated 1- 6	$	~~298~~246,~~200~~107	$	~~184~~181,~~024~~515	$	1354,~~531~~730	$	~~279~~13,~~111~~403	$	~~774~~279,~~866~~111	$	774,866
Loans rated 7		31,~~505~~821		~~2,198~~-		~~100~~3,882		~~5,899~~100		115,~~702~~899		11,702
Loans rated 8		1,~~694~~500		~~1,635~~285		~~823~~1,544		~~5,962~~823		105,~~114~~962		10,114
Loans rated 9		-		-		-		-		-		-
Loans rated 10		-		-		-		-		-		-
Total	$	~~303~~249,~~399~~428	$	~~187~~181,~~857~~800	$	1460,~~454~~156	$	~~290~~14,~~972~~326	$	~~796~~290,~~682~~972	$	796,682

(1)

Certain of the Company’s loans made for commercial purposes, but secured by residential collateral, are rated under the Company’s risk-rating system.

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Troubled Debt Restructurings

The following table shows the Company’s post-modification balance of TDRs by type of modification.

	Three Months Ended September 30,
	Three Months Ended December 31,								Six Months Ended December 31,
	2018				2017				2018				2017
	Number of		Recorded		Number of		Recorded		Number of		Recorded		Number of		Recorded
	Contracts		Investment		Contracts		Investment		Contracts		Investment		Contracts		Investment
	(Dollars in thousands)
Extended maturity		-2	$	-20		1-	$	18-		2	$	20		1	$	18
Adjusted interest rate		-		-		-1		-15		-		-		1		15
Rate and maturity		31		~~170~~-		-3		-2,263		4		170		3		2,263
Principal deferment		-		-		12		~~655~~283		-		-		3		938
Court ordered concession		-		-		-		-
		3	$	20		6	$	2,561		6	$	190		8	$	3,234
Total		3	$	170		2	$	673

The following table shows loans modified in a TDR and the change in the recorded investment subsequent to the modifications occurring.

	Three Months Ended September 30,
	Three Months Ended December 31,
	2018						2017
			Recorded		Recorded				Recorded		Recorded
	Number of		Investment		Investment		Number of		Investment		Investment
	Contracts		Pre-Modification		Post-Modification		Contracts		Pre-Modification		Post-Modification
	(Dollars in thousands)
Originated portfolio:
Residential real estate		3-	$	~~170~~-	$	~~170~~-		12	$	1829	$	1830
Home equity		-		-		-		-		-		-
Commercial real estate		-		-		-		2		2,079		2,140
Commercial real estate		-		-		-		-		-		-
Commercial and industrial		-		-		-		-		-		-
Commercial and industrial		-		-		-		1		655		655
Consumer		-		-		-		-		-		-
Total originated portfolio		3-		~~170~~-		~~170~~-		24		~~673~~2,108		~~673~~2,170
Purchased portfolio:
Residential real estate		-		-		-		-		-		-
Commercial real estate		-		-		-		-1		-123		-123
Total purchased portfolio		-		-		-		-		-		-
Commercial and industrial		3		20		20		1		268		268
Total		3	$	170	$	170		2	$	673	$	673
Total purchased portfolio		3		20		20		2		391		391
Total		3	$	20	$	20		6	$	2,499	$	2,561

	Six Months Ended December 31,
	2018						2017
			Recorded		Recorded				Recorded		Recorded
	Number of		Investment		Investment		Number of		Investment		Investment
	Contracts		Pre-Modification		Post-Modification		Contracts		Pre-Modification		Post-Modification
	(Dollars in thousands)
Originated portfolio:
Residential real estate		3	$	170	$	170		3	$	47	$	48
Commercial real estate		-		-		-		2		2,079		2,140
Commercial and industrial		-		-		-		1		655		655
Consumer		-		-		-		-		-		-
Total originated portfolio		3		170		170		6		2,781		2,843
Purchased portfolio:
Residential real estate		-		-		-		-		-		-
Commercial real estate		-		-		-		1		123		123
Commercial and industrial		3		20		20		1		268		268
Total purchased portfolio		3		20		20		2		391		391
Total		6	$	190	$	190		8	$	3,172	$	3,234

The Company considers TDRs past due 90 days or more to be in payment default. Two loans modified in a TDR in the last twelve months totaling $1.5 million defaulted during both the three and six months ended December 31, 2018. As of December 31, 2018, there were no further commitments to lend to borrowers associated with loans modified in a TDR.

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The Company considers TDRs past due 90 days or more to be in payment default. Two loans modified in a TDR in the last twelve months totaling $1.5 million defaulted during the three months ended September 30, 2018. As of September 30, 2018, there were no further commitments to lend to borrowers associated with loans modified in a TDR.

ASC 310-30 Loans

The following tables present a summary of loans accounted for under ASC 310-30 that were acquired by the Company during the period indicated.

	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
	Three Months Ended December 31, 2018			Three Months Ended December 31, 2017
	(Dollars in thousands)
Contractually required payments receivable	$	6160,~~540~~028		$	549,~~912~~408
Nonaccretable difference		(~~174~~875	)		(~~157~~1,667	)
Cash flows expected to be collected		6159,~~366~~153			547,~~755~~741
Accretable yield		(269,~~563~~819	)		(212,~~104~~939	)
Fair value of loans acquired	$	3449,~~803~~334		$	334,~~651~~802

	Six Months Ended December 31, 2018			Six Months Ended December 31, 2017
	(Dollars in thousands)
Contractually required payments receivable	$	121,568		$	55,320
Nonaccretable difference		(1,049	)		(1,824	)
Cash flows expected to be collected		120,519			53,496
Accretable yield		(36,382	)		(15,043	)
Fair value of loans acquired	$	84,137		$	38,453

Certain loans accounted for under ASC 310-30 that were acquired by the Company are not accounted for using the income recognition model because the Company cannot reasonably estimate cash flows expected to be collected. These loans when acquired are placed on nonaccrual. The carrying amounts of such loans are as follows.

	As of and for the Three Months Ended September 30, 2018		As of and for the Three Months Ended September 30, 2017
	As of and for the Three Months Ended December 31, 2018		As of and for the Six Months Ended December 31, 2018
	(Dollars in thousands)
Loans acquired during the period	$	-	$	-
Loans at end of period		4,~~915~~908		64,~~032~~908

The following tables summarize the activity in the accretable yield for loans accounted for under ASC 310-30.

	Three Months Ended September 30, 2018			Three Months Ended September 30, 2017
	Three Months Ended December 31, 2018			Three Months Ended December 31, 2017
	(Dollars in thousands)
Beginning balance	$	~~138~~152,~~178~~794		$	~~131~~122,~~197~~923
Acquisitions		269,~~563~~819			212,~~104~~939
Accretion		(5,~~533~~648	)		(4,~~425~~244	)
Reclassifications from non-accretable difference to accretable yield		~~578~~410			31,~~428~~095
Disposals and other changes		(64,~~992~~540	)		(97,~~381~~810	)
Ending balance	$	152,~~794~~835		$	~~122~~124,~~923~~903

	Six Months Ended December 31, 2018			Six Months Ended December 31, 2017
	(Dollars in thousands)
Beginning balance	$	138,178		$	131,197
Acquisitions		36,382			15,043
Accretion		(11,181	)		(8,669	)
Reclassifications from non-accretable difference to accretable yield		988			4,523
Disposals and other changes		(11,532	)		(17,191	)
Ending balance	$	152,835		$	124,903

The following table provides information related to the unpaid principal balance and carrying amounts of ASC 310-30 loans.

	September 30, 2018		June 30, 2018
	December 31, 2018		June 30, 2018
	(Dollars in thousands)
Unpaid principal balance	$	~~329~~361,~~242~~741	$	318,876
Carrying amount		~~294~~324,~~106~~890		284,317

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5. Transfers and Servicing of Financial Assets

The Company sells loans in the secondary market and for certain loans, retains the servicing responsibility. Consideration for the sale includes the cash received as well as the related servicing rights asset. The Company receives fees for the services provided.

Capitalized servicing rights as of December ~~September 30~~31, 2018 and June 30, 2018 totaled $2.9 million and $3.0 million, respectively, and are classified as servicing rights, net, on the consolidated balance sheets.

Mortgage loans sold during the ~~quarter~~three months ended December ~~September 30~~31, 2018 totaled $137.27 million, compared to $1917.26 million during the ~~quarter~~three months ended December ~~September~~31, 302017. Mortgage loans sold during the six months ended December 31, 2018 totaled $20.9 million, compared to $36.7 million during the six months ended December 31, 2017. Mortgage loans serviced for others totaled $87.17 million at December ~~September 30~~31, 2018 and $8.7 million at June 30, 2018. Additionally, the Company was servicing commercial loans participated out to various other institutions amounting to $2523.87 million and $32.2 million at December ~~September 30~~31, 2018 and June 30, 2018, respectively.

SBA loans sold during the ~~quarter~~three months ended December ~~September 30~~31, 2018 totaled $12.38 million, compared to $93.14 million during the ~~quarter~~three months ended December ~~September~~31, 302017. SBA loans sold during the six months ended December 31, 2018 totaled $25.2 million, compared to $12.5 million during the six months ended December 31, 2017. SBA loans serviced for others totaled $~~171~~174.17 million at December ~~September 30~~31, 2018 and $162.0 million at June 30, 2018.

Mortgage and SBA loans serviced for others are accounted for as sales and therefore are not included on the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets and SBA servicing assets relate primarily to changes in prepayments that result from shifts in interest rates.

Contractually specified servicing fees were $~~247~~101 thousand and $~~262~~234 thousand for the ~~quarters~~three months ended December ~~September 30~~31, 2018 and 2017, respectively, and were included as a component of loan-related fees within noninterest income. Contractually specified servicing fees were $349 thousand and $497 thousand for the six months ended December 31, 2018 and 2017, respectively.

The significant assumptions used in the valuation of the servicing rights included a range of discount rates from 98.08% to 2317.37% and a weighted average prepayment speed assumption of 1112.54%.

6. Earnings Per Share (EPS)

EPS is computed by dividing net income allocated to common shareholders by the weighted average common shares outstanding (including participating securities). The Company’s only participating securities are unvested restricted stock awards that contain non-forfeitable rights to dividends. The following table shows the weighted average number of shares outstanding for the periods indicated. Shares issuable relative to stock options granted have been reflected as an increase in the shares outstanding used to calculate diluted EPS, after applying the treasury stock method. The number of shares outstanding for basic and diluted EPS is presented as follows:

	Three months Ended September 30,
	Three months Ended December 31,				Six months Ended December 31,
	2018		2017		2018		2017
	(Dollars in thousands, except share and per share data)
	(In thousands, except share and per share data)
Net income	$	45,~~534~~125	$	43,~~586~~304	$	9,659	$	7,890
Weighted average shares used in calculation of basic EPS		89,~~995~~048,~~925~~397		8,~~841~~924,~~511~~495		9,022,161		8,883,003
Incremental shares from assumed exercise of dilutive securities		~~187~~153,~~804~~160		~~248~~243,~~425~~589		170,482		246,007
Weighted average shares used in calculation of diluted EPS		9,~~183~~201,~~729~~557		9,~~089~~168,~~936~~084		9,192,643		9,129,010
Basic earnings per common share	$	0.5057	$	0.5237	$	1.07	$	0.89
Diluted earnings per common share	$	0.4956	$	0.5036	$	1.05	$	0.86

For the three and six months ended December ~~September 30~~31, 2018 and 2017, ~~the~~no ~~following~~ stock options were excluded from the calculation of diluted EPS ~~due to the exercise price of these options exceeding the average market price of the Company’s common stock for the period~~. ~~These options, which were not dilutive at that date, may potentially dilute EPS in the future.~~

	Three Months Ended September 30,
	2018		2017
Stock options		-		81,004

7. Derivatives and Hedging Activities

The Company has stand-alone derivative financial instruments in the form of interest rate caps that derive their value from a fee paid and are adjusted to fair value based on index and strike rate, and swap agreements that derive their value from the underlying interest rate. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations, payments and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure arises in the event of nonperformance by the counterparties to these agreements, and is limited to the net difference between the calculated amounts to be received and paid, if any. Such differences, which represent the fair value of the derivative instruments, are reflected on the Company's balance sheet as derivative assets and derivative liabilities. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail to meet their obligations.

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The Company currently holds derivative instruments that contain credit-risk related features that are in a net liability position, which may require that collateral be assigned to dealer banks. At December ~~September 30~~31, 2018, the Company had posted cash collateral totaling $~~800~~1.0 ~~thousand~~million with dealer banks related to derivative instruments in a net liability position.

The Company does not offset fair value amounts recognized for derivative instruments. The Company does not net the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement.

Risk Management Policies—Derivative Instruments

The Company evaluates the effectiveness of entering into any derivative instrument agreement by measuring the cost of such an agreement in relation to the reduction in net income volatility within an assumed range of interest rates.

Interest Rate Risk Management—Cash Flow Hedging Instruments

The Company uses variable rate debt as a source of funds for use in the Company's lending and investment activities and other general business purposes. These debt obligations expose the Company to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases. Conversely, if interest rates decrease, interest expense decreases. Management believes it is prudent to limit the variability of a portion of its interest payments and, therefore, generally hedges a portion of its variable-rate interest payments.

Information pertaining to outstanding interest rate caps and swap agreements used to hedge variable rate debt is as follows.

September 30, 2018
December 31, 2018
Notional Amount		Inception Date	~~Inception Date~~	Termination Date	Index	~~Termination Date~~	Receive Rate			~~Index~~	Pay Rate			~~Receive Rate~~	Strike Rate			~~Pay Rate~~	Unrealized Loss			~~Strike Rate~~	Fair Value			~~Unrealized~~Balance ~~Loss~~Sheet Location			~~Fair Value~~			~~Balance Sheet Location~~
(Dollars in thousands)
Interest rate swaps:
$	5,000	July 2013	~~July 2013~~	July 2033	3 Mo. LIBOR	~~July 2033~~		2.80	%	~~3 Mo. LIBOR~~		3.38	%		~~2.29~~	%n/a			~~3.38~~$	%(393	)		~~n/a~~$	(393	)	$Other Liabilities	~~(181~~	)	$	~~(181~~	)	~~Other Liabilities~~
	5,000	July 2013	~~July 2013~~	July 2028	3 Mo. LIBOR	~~July 2028~~		2.80	%	~~3 Mo. LIBOR~~		3.23	%		~~2.29~~	%n/a			~~3.23~~	%(247	)		~~n/a~~	(247	)	Other Liabilities	~~(76~~	)		~~(76~~	)	~~Other Liabilities~~
	5,000	July 2013	~~July 2013~~	July 2023	3 Mo. LIBOR	~~July 2023~~		2.80	%	~~3 Mo. LIBOR~~		2.77	%		~~2.29~~	%n/a			~~2.77~~	%(51	)		~~n/a~~	(51	)	Other Liabilities	54			54		~~Other Assets~~
Forward-starting interest rate swaps:
	6,000	February 2018	~~February 2018~~	September 2029	3 Mo. LIBOR	~~September 2029~~		5.60	%	~~3 Mo. LIBOR~~		5.88	%		~~5.20~~	%n/a			~~5.88~~	%(212	)		~~n/a~~	(212	)	Other Liabilities	13			13		~~Other Assets~~
	10,000	February 2018	~~February 2018~~	February 2030	3 Mo. LIBOR	~~February 2030~~		4.69	%	~~3 Mo. LIBOR~~		4.98	%		~~4.29~~	%n/a			~~4.98~~	%(346	)		~~n/a~~	(346	)	Other Liabilities	15			15		~~Other Assets~~
Interest rate caps:
	6,000	October 2014	~~October 2014~~	September 2019	3 Mo. LIBOR	~~September 2019~~		n/a		~~3 Mo. LIBOR~~		n/a			~~n/a~~	2.50	%		~~n/a~~	(29	)		~~2.50~~	%12		Other Assets	~~(40~~	)		16		~~Other Assets~~
	10,000	March 2015	~~March 2015~~	February 2020	3 Mo. LIBOR	~~February 2020~~		n/a		~~3 Mo. LIBOR~~		n/a			~~n/a~~	2.50	%		~~n/a~~	(65	)		~~2.50~~	%27		Other Assets	~~(60~~	)		52		~~Other Assets~~
$	47,000																		$	(1,343	)		$	(1,210	)	$	~~(275~~	)	$	~~(107~~	)

June 30, 2018

Notional

Amount

Inception

Date

Termination

Date

Index

Receive

Rate

Pay

Rate

Strike

Rate

Unrealized

Loss

Fair

Value

Balance Sheet

Location

(Dollars in thousands)

Interest rate swaps:

5,000

July 2013

July 2033

3 Mo. LIBOR

2.05

3.38

n/a

(293

)

(293

)

Other Liabilities

5,000

July 2013

July 2028

3 Mo. LIBOR

2.05

3.23

n/a

(154

)

(154

)

Other Liabilities

5,000

July 2013

July 2023

3 Mo. LIBOR

2.05

2.77

n/a

Other Assets

Forward-starting interest rate swaps:

6,000

February 2018

September 2029

3 Mo. LIBOR

5.14

5.88

n/a

(81

)

(81

)

Other Liabilities

10,000

February 2018

February 2030

3 Mo. LIBOR

4.23

4.98

n/a

(140

)

(140

)

Other Liabilities

Interest rate caps:

6,000

October 2014

September 2019

3 Mo. LIBOR

n/a

2.50

(91

)

Other Assets

10,000

March 2015

February 2020

3 Mo. LIBOR

n/a

2.50

(83

)

Other Assets

47,000

(827

)

(589

)

During the three and six months ended December ~~September 30~~31, 2018 and 2017, no interest rate cap or swap agreements were terminated prior to maturity. Changes in the fair value of interest rate caps and swaps designated as hedging instruments of the variability of cash flows associated with variable rate debt are reported in other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment in the same period in which the related interest on the debt affects earnings. Risk management results for the three and six months ended December ~~September 30~~31, 2018 and 2017 related to the balance sheet hedging of variable rate debt indicates that the hedges were effective.

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8. Other Comprehensive Income

The components of other comprehensive income are as follows:

	Three Months Ended September 30,
	Three Months Ended December 31,
	2018									2017
	Pre-tax			Tax Expense			After-tax			Pre-tax			Tax Expense			After-tax
	Amount			(Benefit)			Amount			Amount			(Benefit)			Amount
	(Dollars in thousands)
Change in net unrealized loss on available-for-sale debt securities	$	~~(74~~633	)	$	~~(20~~171	)	$	~~(54~~462	)	$	~~122~~(297	)	$	45(113	)	$	77(184	)
Change in accumulated loss on effective cash flow hedges		~~482~~(1,104	)		~~130~~(298	)		~~352~~(806	)		22160			960			13100
Reclassification adjustment for losses included in net income		7038			1910			5128			2326			910			1416
Total derivatives and hedging activities		~~552~~(1,066	)		~~149~~(288	)		~~403~~(778	)		45186			1870			27116
Total other comprehensive (loss) income	$	478		$	129		$	349		$	167		$	63		$	104
Total other comprehensive loss	$	(433	)	$	(117	)	$	(316	)	$	(111	)	$	(43	)	$	(68	)

	Six Months Ended December 31,
	2018									2017
	Pre-tax			Tax Expense			After-tax			Pre-tax			Tax Expense			After-tax
	Amount			(Benefit)			Amount			Amount			(Benefit)			Amount
	(Dollars in thousands)
Change in net unrealized gain or loss on available-for-sale securities	$	560		$	152		$	408		$	(175	)	$	(68	)	$	(107	)

Change in accumulated loss on effective cash flow hedges		(623	)		(170	)		(453	)		181			68			113
Reclassification adjustment for losses included in net income		107			29			78			49			19			30
Total derivatives and hedging activities		(516	)		(141	)		(375	)		230			87			143
Total other comprehensive income	$	44		$	11		$	33		$	55		$	19		$	36

Accumulated other comprehensive loss is comprised of the following:

	September 30, 2018			June 30, 2018
	December 31, 2018			June 30, 2018
	(Dollars in thousands)
Unrealized loss on investment securities	$	(~~1,411~~777	)	$	(1,584	)
Tax effect		~~381~~210			428
After tax amount		(~~1,030~~567	)		(1,156	)
Unrealized loss on cash flow hedges		(~~275~~1,343	)		(827	)
Tax effect		73362			222
After tax amount		(~~202~~981	)		(605	)
Accumulated other comprehensive loss	$	(1,~~232~~548	)	$	(1,761	)

9. Commitments and Contingencies

Commitments

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, and commitments to fund investments. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments with contract amounts which represent credit risk are as follows:

	September 30, 2018		June 30, 2018
	December 31, 2018		June 30, 2018
	(Dollars in thousands)
Commitments to grant loans	$	226,~~957~~128	$	20,431
Unfunded commitments under lines of credit		3223,~~862~~829		29,478
Standby letters of credit		3,183		3,183

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. The Company has recorded an allowance for possible losses on commitments and unfunded loans totaling $~~62 thousand and $~~52 thousand recorded in other liabilities at ~~September~~both December 3031, 2018 and June 30, 2018~~, respectively~~.

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Contingencies

The Company and its subsidiary are parties to litigation and claims arising in the normal course of business. Management believes that the liabilities, if any, arising from such litigation and claims will not be material to the Company’s consolidated financial position or results of operations.

10. ~~Stock-Based~~Fair ~~Compensation~~Value Measurements

A summary of restricted share activity for the quarter ended September 30, 2018 follows:

	Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of period		318,334		$	11.71
Granted		114,925			22.40
Vested		(53,453	)		10.30
Forfeited		(6,377	)		10.20
Unvested at end of period		373,429			15.23

A summary of the vesting schedule for the shares granted in the quarter ended September 30, 2018 follows:

● 89,925 restricted shares vest in three equal installments, commencing on August 14, 2021; and,

● 25,000 restricted shares are subject to performance-based vesting over a three year period (the “performance shares”). The performance shares include an absolute metric and a sliding metric within the performance period. The absolute metric requires that the Company be in compliance with the regulatory commitments made to the Federal Reserve Bank and Maine Bureau of Financial Institutions. The sliding metric is based on reaching certain thresholds in regards to the company’s return on equity (“ROE”). The performance shares shall vest in certain defined increments for such periods if the ROE is at least 70% of such targeted returns. This performance will be measured on both a year-by-year basis for three years, and an average basis over the three year performance period.

11. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from one level to another. When market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. If there has been a significant decrease in the volume and level of activity for the asset or liability, regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same.

ASC 820 defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 — Valuations based on significant observable inputs other than Level 1 prices such as quoted prices for similar assets or 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 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Valuation techniques - There have been no changes in the valuation techniques used during the current period.

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Transfers - There were no transfers of assets and liabilities measured at fair value on a recurring or nonrecurring basis during the current period.

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

Investment securities - Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Examples of such instruments include publicly-traded common and preferred stocks. If quoted prices are not available, then fair values are estimated by using pricing models ( i.e., matrix pricing) and market interest rates and credit assumptions or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. Examples of such instruments include government agency and government sponsored enterprise mortgage-backed securities, as well as certain preferred and trust preferred stocks. Level 3 securities are securities for which significant unobservable inputs are utilized.

Certain investments are measured at fair value using the net asset value per share as a practical expedient. These investments include a fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies, as well as a fund that primarily invests in the federally guaranteed portion of SBA 7(a) loans. The Company’s investment in securities either issued or guaranteed by the U.S. government or its agencies can be redeemed daily at the closing net asset value per share. The Company’s investment in SBA 7(a) loans can be redeemed quarterly with sixty days’ notice. In accordance with ASU 2015-07, these investments have not been included in the fair value hierarchy.

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Derivative financial instruments - The valuation of the Company’s interest rate swaps and caps are determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of derivatives. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including forward interest rate curves and implied volatilities. Unobservable inputs, such as credit valuation adjustments are insignificant to the overall valuation of the Company’s derivative financial instruments. Accordingly, the Company has determined that its interest rate derivatives fall within Level 2 of the fair value hierarchy.

The fair value of derivative loan commitments and forward loan sale agreements are estimated using the anticipated market price based on pricing indications provided from syndicate banks. These commitments and agreements are categorized as Level 2. The fair value of such instruments was nominal at each date presented.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis:

Collateral dependent impaired loans - Valuations of impaired loans measured at fair value are determined by a review of collateral values. Certain inputs used in appraisals are not always observable, and therefore impaired loans are generally categorized as Level 3 within the fair value hierarchy.

Real estate owned and other repossessed collateral - The fair values of real estate owned and other repossessed collateral are estimated based upon appraised values less estimated costs to sell. Certain inputs used in appraisals are not always observable, and therefore may be categorized as Level 3 within the fair value hierarchy. When inputs used in appraisals are primarily observable, they are classified as Level 2.

Servicing rights, net - The fair value of the servicing rights is based on a valuation model that calculates the present value of estimated future net servicing income. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Certain inputs are not observable, and therefore servicing rights, net are generally categorized as Level 3 within the fair value hierarchy.

Fair Value of other Financial Instruments:

Cash and cash equivalents - The fair value of cash, due from banks, interest bearing deposits and Federal Home Loan Bank of Boston (“FHLBB”) overnight deposits approximates their relative book values, as these financial instruments have short maturities.

FHLBB stock - The carrying value of FHLBB stock approximates fair value based on redemption provisions of the FHLBB.

Loans - Fair values are estimated for portfolios of loans with similar financial characteristics. The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimates of maturity are based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic conditions, lending conditions and the effects of estimated prepayments.

Loans held for sale - The fair value of loans held-for-sale is estimated based on bid quotations received from loan dealers.

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Interest receivable - The fair value of this financial instrument approximates the book value as this financial instrument has a short maturity. It is the Company’s policy to stop accruing interest on loans past due by more than 90 days. Therefore, this financial instrument has been adjusted for estimated credit losses.

Deposits - The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW accounts and money market accounts, is equal to the amount payable on demand. The fair values of time deposits are based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. If that value were considered, the fair value of the Company’s net assets could increase.

FHLBB advances, capital lease obligations and subordinated debentures - The fair value of the Company’s borrowings with the FHLBB is estimated by discounting the cash flows through maturity or the next re-pricing date based on current rates available to the Company for borrowings with similar maturities. The fair value of the Company’s capital lease obligations and subordinated debentures are estimated by discounting the cash flows through maturity based on current rates available to the Company for borrowings with similar maturities.

Off-Balance Sheet Credit-Related Instruments - Fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of such instruments was nominal at each date presented.

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Assets and liabilities measured at fair value on a recurring basis are summarized below.

	September 30, 2018
	December 31, 2018
	Total		Level 1		Level 2		Level 3
Assets	(Dollars in thousands)
	(Dollars in thousands)
Assets
Available-for-sale debt securities:
U.S. Government agency securities	$	5657,~~821~~025	$	-	$	5657,~~821~~025	$	-
Agency mortgage-backed securities		2221,~~336~~107		-		2221,~~336~~107		-
Equity investments measured at net asset value(1)		6,~~620~~711		-		-		-
Other assets – interest rate caps		6839		-		6839		-
Other assets – interest rate swaps		82				82
Liabilities
Other liabilities – interest rate swaps	$	~~257~~1,249	$	-	$	~~257~~1,249	$	-

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Assets	(Dollars in thousands)
	(Dollars in thousands)
Assets
Available-for-sale debt securities:
U.S. Government agency securities	$	56,887	$	-	$	56,887	$	-
Agency mortgage-backed securities		24,181		-		24,181		-
Equity investments measured at net asset value(1)		6,619		-		-		-
Other assets – interest rate caps		64		-		64		-
Other assets – interest rate swaps		15		-		15		-
Liabilities
Other liabilities – interest rate swap	$	668	$	-	$	668	$	-

⁽¹⁾

In accordance with ASU 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amount presented in the table are intended to permit reconciliation of the fair value amount to the consolidated financial statements.

Assets measured at fair value on a nonrecurring basis are summarized below.

September 30, 2018

December 31, 2018

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Collateral dependent impaired loans

2,~~677~~408

Real estate owned and other repossessed collateral

1,~~549~~463

Servicing rights, net

32,~~010~~934

June 30, 2018

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Collateral dependent impaired loans

1,917

Real estate owned and other repossessed collateral

2,233

Servicing rights, net

2,970

The table below presents quantitative information about significant unobservable inputs (Level 3) for assets measured at fair value on a nonrecurring basis at the dates indicated.

	Fair Value
	September 30, 2018		June 30, 2018		Valuation Technique
	December 31, 2018		June 30, 2018		Valuation Technique
	(Dollars in thousands)
Collateral dependent impaired loans	$	2,~~677~~408	$	1,917	Appraisal of collateral(1)
Real estate owned and other repossessed collateral		1,~~549~~463		2,223	Appraisal of collateral(1)
Servicing rights, net		32,~~010~~934		2,970	Discounted cash flow(2)

(1) Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments was 100% to 100%.

(2) Fair value is determined using a discounted cash flow model. The unobservable inputs include anticipated rate of loan prepayments and discount rates. The range of prepayment assumptions used was 10.6% to 1112.54%. For discount rates, the range was 98.08% to 2317.37%.

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The table below summarizes the total gains (losses) on assets measured at fair value on a non-recurring basis for the three and six months ended December ~~September 30~~31, 2018 and 2017.

	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2018			2017			2018			2017
	(In thousands)
Collateral dependent impaired loans	$	(~~324~~22	)	$	16(328	)	$	(234	)	$	(351	)
Real estate owned and other repossessed collateral		-(25	)		-45			(25	)		45
Servicing rights, net		(107	)		-
Loan servicing rights		(31	)		110			(138	)		110
Total	$	(~~431~~78	)	$	16(173	)	$	(397	)	$	(196	)

The following table presents the estimated fair value of the Company's financial instruments.

	Carrying		Fair Value Measurements at ~~September~~December 3031, 2018
	Amount		Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	~~205~~137,~~717~~616	$	~~205~~137,~~717~~616	$	~~205~~137,~~717~~616	$	-	$	-
Available-for-sale debt securities		7978,~~157~~132		7978,~~157~~132		-		7978,~~157~~132		-
Equity investments measured at net asset value(1)		6,~~620~~711		6,~~620~~711		-		-		-
Federal Home Loan Bank stock		1,652		1,652		-		1,652		-
Loans held for sale		31,~~290~~799		31,~~290~~799		-		31,~~290~~799		-
Loans, net		~~881~~932,~~908~~978		~~879~~930,~~760~~578		-		-		~~879~~930,~~760~~578
Accrued interest receivable		2,~~870~~987		2,~~870~~987		-		2,~~870~~987		-
Interest rate caps		6839		6839		-		6839		-
Interest rate swaps		82		82		-		82		-
Financial liabilities:
Deposits		1985,~~015,507~~591		1984,~~014,302~~047		-		1984,~~014,302~~047		-
Federal Home Loan Bank advances		15,000		15,000		-		15,000		-
Capital lease obligation		~~536~~466		~~546~~473		-		~~546~~473		-
Subordinated debt		24,~~043~~128		26,~~001~~423		-		-		26,~~001~~423
Interest rate swaps		~~257~~1,249		~~257~~1,249		-		~~257~~1,249		-

Carrying

Fair Value Measurements at June 30, 2018

Amount

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Financial assets:

Cash and cash equivalents

157,402

Available-for-sale debt securities

81,068

Equity investments measured at net asset value⁽¹⁾

6,619

Federal Home Loan Bank stock

1,652

Loans held for sale

7,155

Loans, net

866,995

868,730

Accrued interest receivable

2,528

Interest rate caps

Interest rate swaps

Financial liabilities:

Deposits

954,940

953,216

Federal Home Loan Bank advances

15,000

Capital lease obligation

605

619

Subordinated debt

23,958

25,961

Interest rate swaps

668

⁽¹⁾

11. Subsequent Event

On January 7, 2019 the Company entered into an Agreement and Plan of Merger (the “Plan of Merger”) with its wholly-owned bank subsidiary, Northeast Bank (the “Bank”). Under the terms of the Plan of Merger, the Company will merge with and into the Bank (the “Reorganization”), with the Bank continuing as the surviving entity. If the proposed Reorganization is approved and effected, the bank holding company structure will be eliminated and the Bank will become the top-level company.

At the effective time of the Reorganization, each outstanding share of voting and non-voting common stock of the Company, par value $1.00 per share, respectively, will be canceled and converted into the right to receive one share of voting and non-voting common stock, respectively, of the Bank. As a result, the shares of the Bank’s common stock are expected to be owned directly by the Company’s shareholders in the same proportion as their ownership of the Company’s common stock immediately prior to the Reorganization.

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Following the Reorganization, it is expected that the surviving entity, the Bank, will be a publicly-traded company listed on the NASDAQ Global Market under the same ticker symbol currently used by the Company, “NBN.” It is also expected that the Bank’s common stock will be registered under the Securities Exchange Act of 1934 (the “Exchange Act”), which vests the Federal Deposit Insurance Corporation (the “FDIC”) with the power to administer and enforce certain sections of the Exchange Act applicable to banks. Following the Reorganization, the Bank will file periodic and current reports and other materials required by the Exchange Act with the FDIC, and the Company will no longer file these reports and materials with the SEC.

The Bank will have the same board of directors following the Reorganization as the Company had immediately prior to the Reorganization, and the executive officers of the Company will hold the same positions and titles.

The Reorganization has been approved by the boards of directors of the Company and the Bank. The Company will initiate the filings and other actions required in connection with the Reorganization, including filing a proxy statement and other proxy materials with the SEC and convening a special meeting of its shareholders to consider and vote upon the Plan of Merger. In addition to shareholder approval, the Reorganization will be subject to various closing conditions, including, among others, the receipt of all required regulatory approvals, including the approval of the Maine Bureau of Financial Institutions and the FDIC.

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

The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in Northeast Bancorp’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed with the ~~Securities and Exchange Commission~~SEC.

A Note about Forward Looking Statements

This report contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to Northeast Bancorp’s financial condition, prospective results of operations, future performance or expectations, plans, objectives, prospects, loan loss allowance adequacy, simulation of changes in interest rates, capital spending and finance sources and revenue sources. These statements relate to expectations concerning matters that are not historical facts. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “anticipate”, “continue”, “plan”, “approximately”, “intend”, “objective”, “goal”, “project”, or other similar terms or variations on those terms, or the future or conditional verbs such as “will”, “may”, “should”, “could”, and “would”. Although the Company believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, the Company cannot give you any assurance that its expectations will, in fact, occur or that its estimates or assumptions will be correct. The Company cautions you that actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, among other factors, changes in interest rates and real estate values; competitive pressures from other financial institutions; weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including changes which adversely affect borrowers’ ability to service and repay the Company’s loans; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or deposit levels necessitating increased borrowing to fund loans and investments; changes in government regulation; operational risks including, but not limited to, cybersecurity breaches, fraud and natural disasters; the risk that the Company may not be successful in the execution of its business strategy; the risk that intangibles recorded in the Company’s financial statements will become impaired; the ability of the Company and the Bank to satisfy the conditions to the completion of the Reorganization; the ability of the Company and the Bank to meet expectations regarding the timing, completion and accounting and tax treatments of the Reorganization; the possibility that any of the anticipated benefits of the Reorganization will not be realized or will not be realized as expected; the failure of the Reorganization to close for any reason; the possibility that the Reorganization may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 as updated in the Company’s Quarterly Reports on Form 10-Q and other filings submitted to the ~~Securities and Exchange Commission~~SEC. These forward-looking statements speak only as of the date of this report and the Company does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Description of Business and Strategy

Business Overview

Northeast Bancorp (“we,” “our,” “us,” “Northeast” or the “Company”), incorporated under Maine law in 1987, is a bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve”). As a bank holding company registered under the Bank Holding Company Act of 1956, as amended ~~(the “BHCA”)~~, the Company is subject to regulation and supervision by the Federal Reserve. The Company’s primary subsidiary and principal asset is its wholly-owned banking subsidiary, Northeast Bank (the “Bank” or “Northeast Bank”), a Maine state-chartered bank originally organized in 1872. As a Federal Deposit Insurance Corporation (“FDIC”) insured Maine-chartered bank, the Bank is subject to regulation and supervision by the Maine Bureau of Financial Institutions ~~(the “Bureau”)~~ and the FDIC.

On December 29, 2010, the merger of the Company and FHB Formation LLC, a Delaware limited liability company (“FHB”), was consummated. As a result of the merger, the surviving company received a capital contribution of $16.2 million (in addition to the approximately $13.1 million in cash consideration paid to former shareholders), and the former members of FHB collectively acquired approximately 60% of the Company’s outstanding common stock. The Company applied the acquisition method of accounting, as described in Accounting Standards Codification (“ASC”) 805, Business Combinations ~~(“ASC 805”)~~ to the merger, which represents an acquisition by FHB of Northeast, with Northeast as the surviving company.

In connection with the transaction, as part of the regulatory approval process, the Company and the Bank made certain commitments to the Federal Reserve, the most significant of which are (i) to maintain a Tier 1 leverage ratio of at least 10%, (ii) to maintain a total risk-based capital ratio of at least 15%, (iii) to limit purchased loans to 40% of total loans, (iv) to fund 100% of the Company’s loans with core deposits (defined as non-maturity deposits and non-brokered insured time deposits), and (v) to hold commercial real estate loans (including owner-occupied commercial real estate) to within 300% of total risk-based capital. On June 28, 2013, the Federal Reserve approved the amendment to exclude owner-occupied commercial real estate loans from the commitment to hold commercial real estate loans to within 300% of total risk-based capital. ~~All other commitments made to the Federal Reserve in connection with the merger remain unchanged.~~ The Company and the Bank are currently in compliance with all commitments to the Federal Reserve. The Company’s compliance ratios at ~~September~~December 3031, 2018 follow:

Condition	Ratios as of September 30, 2018
(i) Tier 1 leverage capital ratio		12.83	%
(ii) Total capital ratio		19.81	%
(iii) Ratio of purchased loans to total loans, including loans held for sale		33.75	%
(iv) Ratio of loans to core deposits (1)		87.17	%
(v) Ratio of non-owner occupied commercial real estate loans to total capital (2)		230.48	%

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Condition	Ratios as of December 31, 2018
(i) Tier 1 leverage capital ratio		13.20	%
(ii) Total capital ratio		19.42	%
(iii) Ratio of purchased loans to total loans, including loans held for sale		35.17	%
(iv) Ratio of loans to core deposits (1)		94.84	%
(v) Ratio of non-owner occupied commercial real estate loans to total capital (2)		242.38	%

(1) Core deposits include all non-maturity deposits and non-brokered insured time deposits.

(2) For purposes of calculating this ratio, commercial real estate includes all non-owner occupied commercial real estate loans defined as such by regulatory guidance, including all land development and construction loans.

27On January 7, 2019, the Company announced the Reorganization, pursuant to which its bank holding company structure would be eliminated and the Bank would become the top-level company. If the Reorganization is completed, these commitments to the Federal Reserve will no longer be applicable. The Bank intends to replace these commitments with standards relating to its capital levels and asset portfolio composition, which will be incorporated into its policies and procedures. These newly established standards are designed to help ensure the Bank will continue to operate in a safe and sound manner, but may permit more growth in the Bank’s loan portfolio as compared to operating under the existing commitments.

~~Table~~As a result of ~~Contents~~the Reorganization, the Bank intends to incorporate the following standards into its policies and procedures:

As● ofMaintain ~~September 30, 2018, the Company, on~~ a ~~consolidated~~Tier ~~basis, had total assets of $~~1.2 ~~billion,~~leverage ~~total~~ratio ~~deposits~~ of ~~$1.0~~at ~~billion,~~least ~~and shareholders’ equity of $143.4 million. The Company gathers retail deposits through its banking offices in Maine and the Bank's online affinity deposit program~~10%, ~~ableBanking;~~which ~~originates~~is ~~loans~~unchanged through the Bank’s Community Banking Division; originates Small Business Administration (“SBA”) and United States Department of Agriculture loans through the Bank’s national SBA group (“SBA Division”); and purchases and originates commercial loans through the Bank’s LASG. The Community Banking Division, with ten full-service branches, operates from the ~~Bank’s~~requirement ~~headquarters~~ in ~~Lewiston,~~the ~~Maine.~~commitments ~~LASG, ableBanking,~~to ~~and~~ the ~~SBA Division operate from the Company's offices in Boston, Massachusetts.~~FRB;

●

Maintain a Total capital ratio of at least 13.5% (as opposed to 15%);

●

Limit purchased loans to 60% of total loans (as opposed to 40%); and

●

Maintain a ratio of the Bank’s loans to core deposits of not more than 125% (as opposed to 100%).

A requirement to hold non-owner occupied commercial real estate loans to within 300% of total capital will not formally be incorporated into the Bank’s risk management policies. The Bank nonetheless would continue to be evaluated by the FDIC through the supervisory process under the 300% “screen” used by the federal banking agencies to identify institutions that are potentially exposed to commercial real estate concentration risk.

As of December 31, 2018, the Company, on a consolidated basis, had total assets of $1.2 billion, total deposits of $985.6 million, and shareholders’ equity of $148.5 million. The Company gathers retail deposits through its banking offices in Maine and the Bank's online affinity deposit program, ableBanking; originates loans through the Bank’s Community Banking Division; originates SBA and United States Department of Agriculture loans through the Bank’s SBA Division; and purchases and originates commercial loans through the Bank’s LASG. The Community Banking Division, with ten full-service branches, operates from the Bank’s headquarters in Lewiston, Maine. LASG, ableBanking, and the SBA Division operate from the Company's offices in Boston, Massachusetts.

Unless the context otherwise requires, references herein to the Company include the Company and its subsidiary on a consolidated basis.

Strategy

The Company's goal is to prudently grow its franchise, while maintaining sound operations and risk management, by means of the following strategies:

Continuing to grow the LASG’s national originated and purchased loan business. We purchase commercial real estate loans nationally, at prices that on average have produced yields significantly higher than those available on our originated loan portfolio. We also originate loans nationally, taking advantage of our core expertise in underwriting and servicing national credits.

Growing our national SBA origination business. We originate loans on a national basis to small businesses, primarily through the Small Business Administration (“SBA”) 7(a) program, which provides the partial guarantee of the SBA.

Continuing our community banking tradition. With a history that dates to 1872, our Community Banking Division maintains its focus on sales and service, with the goal of attracting and retaining deposits, and serving the lending needs of retail and commercial customers within our core markets.

Generating deposits to fund our business. We offer a full line of deposit products through our ten-branch network located in the Community Banking Division’s market. ableBanking is a direct savings platform providing an additional channel to raise core deposits to fund our asset strategy.

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Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. The reader is encouraged to review each of the policies included in Form 10-K for the year ended June 30, 2018 to gain a better understanding of how Northeast’s financial performance is measured and reported. There has been no material change in critical accounting policies during the three and six months ended ~~September~~December 3031, 2018.

Overview

Net income ~~totaled~~increased by $41.8 million to $5.1 million for the quarter ended ~~September~~December 3031, 2018, acompared ~~decrease~~to ~~of $52 thousand, or 1.1%, from~~ net income of $43.63 million for the quarter ended ~~September~~December 3031, 2017.

Net interest and dividend income before provision for loan losses increased by $13.02 million to $15.6 million for the quarter ended ~~September~~December 3031, 2018, compared to $12.4 million the quarter ended ~~September~~December 3031, 2017. The increase iswas primarily due to higher average balances in the ~~total~~ loan portfolio. ~~This~~These ~~increase~~increases ~~was~~were partially offset by ~~lower transactional income,~~ higher funding costs and higher average deposit balances.

Noninterest income ~~decreased~~increased by $~~404~~317 thousand for the quarter ended ~~September~~December 3031, 2018, compared to the quarter ended ~~September~~December 3031, 2017, principally due to an increase in gain on sale of SBA loans of $601 thousand, due to larger guarantee balances sold in the ~~following:~~quarter; partially offset by a decrease in gain on sale of residential loans of $151 thousand and a decrease in fees for other services to customers of $135 thousand.

●Noninterest Aexpense ~~decrease~~increased inby ~~gain~~$1.3 onmillion ~~sale~~for ofthe ~~SBA~~quarter ~~loans~~ended ofDecember ~~$168 thousand~~31, ~~due~~2018 compared to ~~lower~~the ~~pricing~~quarter inended ~~the~~December ~~SBA~~31, ~~guaranty~~2017, ~~market~~primarily indue to the ~~quarter; and~~following:

● AAn ~~decrease~~increase in ~~gain~~salaries onand ~~sale~~employee ofbenefits ~~residential~~expense ~~loans~~ of $~~117~~526 thousand, primarily due to ~~lower~~increases ~~volume~~in ofbase ~~residential~~salary, ~~loans~~stock-based ~~sold~~compensation expense, incentive compensation, and a decrease in ~~the~~deferred ~~quarter.~~salaries expense;

28● An increase in other noninterest expense of $292 thousand, primarily due to a $141 thousand increase in expense related to the quarterly valuation of SBA servicing rights, and increases in travel expense and employee recruitment expense;

●

An increase in professional fees of $231 thousand, primarily due to increased legal expense related to the Reorganization and other consulting costs; and

●

An increase in loan acquisition and collection expense of $217 thousand, largely driven by increased loan expenses and collection expenses incurred on the increased SBA and purchased loan activity during the quarter.

Income tax expense increased by $678 thousand to $2.1 million, or an effective tax rate of 28.7%, for the quarter ended December 31, 2018, compared to $1.4 million, or an effective tax rate of 29.5%, for the quarter ended December 31, 2017. The increase in expense was primarily due to the increase in earnings. The decrease in effective tax rate was primarily due to the following:

●

The new federal corporate income tax rate of 21.0% for the quarter ended December 31, 2018, as compared to the blended federal corporate income tax rate of 28.0% for the quarter ended December 31, 2017; and

●

The $498 thousand revaluation of the deferred tax asset as a result of the Tax Cuts and Jobs Act recorded in the quarter ended December 31, 2017; partially offset by,

●

A decrease in the income tax benefit recognized of $275 thousand arising from the treatment of vested restricted stock awards under ASU 2016-09, Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, whereby the tax effects of vested awards or exercised options are treated as a discrete item in the reporting period in which they occur.

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Noninterest expense increased by $641 thousand for the quarter ended September 30, 2018, compared to the quarter ended September 30, 2017, primarily due to the following:

● An increase in salaries and employee benefits expense of $255 thousand, primarily due to increases in incentive compensation, stock-based compensation expense, and health insurance costs;

● An increase in other noninterest expense of $167 thousand, primarily due to the quarterly valuation of SBA servicing rights;

● An increase in professional fees of $92 thousand, primarily due to increased legal and other consulting costs; and

● An increase in loan expense of $74 thousand, largely driven by direct expenses related to a repossessed asset.

Income tax expense decreased by $123 thousand for the quarter ended September 30, 2018, compared to the quarter ended September 30, 2017, primarily due to the following:

● A decrease in income before income tax expense of $175 thousand, which resulted in a $49 thousand decrease in income tax expense; and

● A decrease in the federal corporate income tax rate as a result of the Tax Cuts and Jobs Act signed into law on December 22, 2017, which resulted in a $691 thousand decrease in federal income tax expense; partially offset by

● A decrease in the income tax benefit recognized of $637 thousand arising from the treatment of vested restricted stock awards under ASU 2016-09, Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, whereby the tax effects of vested awards or exercised stock options are treated as a discrete item in the reporting period in which they occur.

Financial Condition

Overview

As of ~~September~~December 3031, 2018, total assets were $1.2 billion, an increase of $5636.04 million, or 43.81%, from total assets of $1.2 billion as of June 30, 2018. The principal components of the changes in the balance sheet follow:

1. The following table highlights the changes in the loan portfolio for the three and six months ended ~~September~~December 3031, 2018:

Three Months Ended September 30, 2018

Loan Portfolio Changes

September 30, 2018 Balance

June 30, 2018 Balance

Change ($)

Change (%)

Three Months Ended December 31, 2018

December 31, 2018 Balance

September 30, 2018 Balance

Change ($)

Change (%)

(Dollars in thousands)

LASG Purchased

~~300~~330,~~548~~643

~~290~~300,~~972~~548

930,~~576~~095

310.2901

LASG Originated

~~407~~435,~~822~~817

~~397~~407,~~363~~822

1027,~~459~~995

26.6386

SBA

67,~~212~~282

6067,~~156~~212

~~7,056~~70

110.7310

Community Banking

~~111~~104,~~614~~544

~~123~~111,~~311~~614

(117,~~697~~070

)

(96.~~49%~~33

Total

~~887~~938,~~196~~286

~~871~~887,~~802~~196

1551,~~394~~090

15.7776

Loans generated by the Bank's LASG for the quarter ended September 30, 2018 totaled $105.9 million, which consisted of $34.8 million of purchased loans, at an average price of 93.9% of unpaid principal balance, and $71.1 million of originated loans. The Bank's SBA Division closed $18.9 million and funded $18.6 million of new loans during the quarter ended September 30, 2018. In addition, the Company sold $12.3 million of the guaranteed portion of SBA loans in the secondary market, of which $7.4 million were originated in the current quarter and $4.9 million were originated in prior quarters. Residential loan production sold in the secondary market totaled $13.2 million for the quarter.

	Six Months Ended December 31, 2018
	December 31, 2018 Balance		June 30, 2018 Balance		Change ($)			Change (%)
	(Dollars in thousands)
LASG Purchased	$	330,643	$	290,972	$	39,671			13.63	%
LASG Originated		435,817		397,363		38,454			9.68	%
SBA		67,282		60,156		7,126			11.85	%
Community Banking		104,544		123,311		(18,767	)		(15.22	%)
Total	$	938,286	$	871,802	$	66,484			7.63	%

AsLoans ~~noted~~generated ~~above~~by inthe Bank's LASG for the ~~“Business~~quarter ~~Overview”~~ended ~~section~~December 31, ~~the~~2018 ~~Company~~totaled ~~made~~$113.5 ~~certain~~million, ~~commitments~~which toconsisted ~~the~~of ~~Federal~~$49.4 ~~Reserve~~million inof ~~connection~~purchased ~~with~~loans, ~~the~~at ~~merger~~an average price of ~~FHB~~93.7% ~~with~~of unpaid principal balance, and ~~into~~$64.1 million of originated loans. The Bank's SBA Division closed $13.8 million and funded $13.1 million of new loans during the ~~Company~~quarter inended December ~~2010~~31, 2018. ~~The~~In addition, the Company’s ~~loan~~sold ~~purchase~~$12.8 million of the guaranteed portion of SBA loans in the secondary market, of which $7.6 million were originated in the current quarter and ~~commercial~~$5.2 ~~real~~million ~~estate~~were originated in prior quarters. Residential loan ~~availability~~production ~~under~~sold ~~these~~in ~~conditions~~the ~~follow~~secondary market totaled $7.7 million for the quarter ended December 31, 2018.

Basis for Regulatory Condition	Condition	Availability at September 30, 2018
		(Dollars in millions)
Total Loans	Purchased loans may not exceed 40% of total loans	$	92.7
Regulatory Capital	Non-owner occupied commercial real estate loans may not exceed 300% of total capital		120.2

As noted above in the “Business Overview” section, the Company made certain commitments to the Federal Reserve in connection with the merger of FHB with and into the Company in December 2010. The Company’s loan purchase and commercial real estate loan availability under these conditions follow:

Basis for Regulatory Condition	Condition	Availability at December 31, 2018
		(Dollars in millions)
Total Loans	Purchased loans may not exceed 40% of total loans	$	75.7
Regulatory Capital	Non-owner occupied commercial real estate loans may not exceed 300% of total capital		102.8

On January 7, 2019, the Company announced a corporate reorganization pursuant to which its bank holding company structure would be eliminated and the Bank would become the top-level company. If the Reorganization is completed, these commitments to the FRB will no longer be applicable. The Bank intends to replace these commitments with standards relating to its capital levels and asset portfolio composition, which will be incorporated into its policies and procedures, and compliance with FDIC policy on commercial real estate concentration risk. These newly established standards are designed to help ensure the Bank will continue to operate in a safe and sound manner, but may permit more growth in the Bank’s loan portfolio as compared to operating under the existing commitments.

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An overview of the Bank’s LASG portfolio follows:

	LASG Portfolio
	Three Months Ended September 30,
	Three Months Ended December 31,
	2018									2017
	Purchased			Originated			Total LASG			Purchased			Originated			Total LASG
	(Dollars in thousands)
Loans purchased or originated during the period:
Unpaid principal balance	$	3752,~~077~~672		$	7164,~~136~~117		$	~~108~~116,~~213~~789		$	438,~~318~~205		$	4044,~~779~~285		$	4582,~~097~~490
Net investment basis		3449,~~803~~334			7164,~~136~~117			~~105~~113,~~939~~451			334,~~651~~802			4044,~~779~~285			4479,~~430~~087
Loan returns during the period:
Yield		910.4630	%		7.4361	%		8.3175	%		1211.2800	%		6.3549	%		8.8531	%
Total Return (1)		9.46	%		7.43	%		8.31	%		12.28	%		6.35	%		8.85	%
Total Return on Purchased Loans (1)		10.30	%		7.61	%		8.75	%		11.00	%		6.49	%		8.31	%
Total loans as of period end:
Unpaid principal balance	$	336,908		$	407,822		$	744,730		$	262,144		$	340,756		$	602,900
Net investment basis		300,548			407,822			708,370			231,232			340,756			571,988

(1) The total return on purchased loans represents scheduled accretion, accelerated accretion, gains on asset sales, gains on real estate owned and other noninterest income recorded during the period divided by the average invested balance, which includes purchased loans held for sale, on an annualized basis. The total return on purchased loans does not include the effect of purchased loan charge-offs or recoveries during the period. Total return on purchased loans is considered a non-GAAP financial measure.

	Six Months Ended December 31,
	2018									2017
	Purchased			Originated			Total LASG			Purchased			Originated			Total LASG
	(Dollars in thousands)
Loans purchased or originated during the period:
Unpaid principal balance	$	89,748		$	135,253		$	225,001		$	42,523		$	85,064		$	127,587
Net investment basis		84,137			135,253			219,390			38,453			85,064			123,517

Loan returns during the period:
Yield		9.88	%		7.53	%		8.53	%		11.65	%		6.42	%		8.58	%
Total Return on Purchased Loans (1)		9.88	%		7.53	%		8.53	%		11.65	%		6.42	%		8.58	%

Total loans as of period end:
Unpaid principal balance	$	368,345		$	435,817		$	804,162		$	276,440		$	346,874		$	623,314
Net investment basis		330,643			435,817			766,460			244,177			346,874			591,051

Assets

Cash and Due from Banks, Short-Term Investments and Investment Securities

Cash and cash equivalents were $~~205~~137.76 million as of ~~September~~December 3031, 2018, ana ~~increase~~decrease of $4819.38 million, or 3012.76%, from $157.4 million at June 30, 2018. The ~~increase~~decrease is primarily due to the increase in ~~deposits~~loans, offset by the increase in ~~loans~~deposits in the period.

Investment securities totaled $8584.8 million as of ~~September~~December 3031, 2018, compared to $87.7 million as of June 30, 2018, representing a decrease of $12.98 million, or 23.2%, primarily due to principal payments on mortgage-backed securities. Included in investment securities are securities issued by government agencies and government-sponsored enterprises, as well as an investment of $5.1 million in a Community Reinvestment Act (“CRA”) qualified fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies and an investment of $1.5 million in a CRA qualified fund that primarily invests in the federally guaranteed portion of SBA 7(a) loans. At ~~September~~December 3031, 2018, no securities were pledged for outstanding borrowings.

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Loans

The Company’s loan portfolio (excluding loans held-for-sale) by lending division follows:

	September 30, 2018
	December 31, 2018
	Community Banking Division		LASG		SBA Division		Total		Percent of Total
	(Dollars in thousands)
Originated loans:
Residential real estate	$	6166,~~041~~248	$	89,~~735~~724	$	-	$	6975,~~776~~972		78.8610	%
Home equity		9,134		-		-		9,134		1.03	%
Commercial real estate: non-owner occupied		17,049		156,158		36,597		209,804		22.36	%
Commercial real estate: non-owner occupied		17,685		151,739		38,142		207,566		23.40	%
Commercial real estate: owner occupied		10,100		76,144		24,130		110,374		11.76	%
Commercial real estate: owner occupied		10,563		73,142		23,123		106,828		12.04	%
Commercial and industrial		8,359		193,791		6,555		208,705		22.24	%
Commercial and industrial		10,213		174,206		5,947		190,366		21.46	%
Consumer		2,788		-		-		2,788		0.30	%
Consumer		2,978		-		-		2,978		0.34	%
Total originated loans		104,544		435,817		67,282		607,643		64.76	%
Total originated loans		111,614		407,822		67,212		586,648		66.13	%
Purchased loans:
Residential real estate		-		1416,~~398~~594		-		1416,~~398~~594		1.6277	%
Commercial real estate: non-owner occupied		-		~~165~~187,~~088~~558		-		~~165~~187,~~088~~558		1819.6199	%
Commercial real estate: owner occupied		-		~~120~~125,~~142~~703		-		~~120~~125,~~142~~703		13.5440	%
Commercial and industrial		-		~~920~~788		-		~~920~~788		0.1008	%
Total purchased loans		-		~~300~~330,~~548~~643		-		~~300~~330,~~548~~643		3335.8724	%
Total loans	$	~~111~~104,~~614~~544	$	~~708~~766,~~370~~460	$	67,~~212~~282	$	~~887~~938,~~196~~286		100.00	%

	June 30, 2018
	Community Banking Division		LASG		SBA Division		Total		Percent of Total
	(Dollars in thousands)
Originated loans:
Residential real estate	$	68,634	$	7,111	$	128	$	75,873		8.70	%
Home equity		10,457		-		-		10,457		1.20	%
Commercial real estate: non-owner occupied		18,698		137,463		29,488		185,649		21.29	%
Commercial real estate: owner occupied		11,351		81,916		24,483		117,750		13.51	%
Commercial and industrial		10,927		170,873		6,057		187,857		21.55	%
Consumer		3,244		-		-		3,244		0.37	%
Total originated loans		123,311		397,363		60,156		580,830		66.62	%
Purchased loans:
Residential real estate		-		13,926		-		13,926		1.60	%
Commercial real estate: non-owner occupied		-		150,805		-		150,805		17.30	%
Commercial real estate: owner occupied		-		125,246		-		125,246		14.37	%
Commercial and industrial		-		995		-		995		0.11	%
Total purchased loans		-		290,972		-		290,972		33.38	%
Total loans	$	123,311	$	688,335	$	60,156	$	871,802		100.00	%

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	June 30, 2018
	Community Banking Division		LASG		SBA Division		Total		Percent of Total
	(Dollars in thousands)
Originated loans:
Residential real estate	$	79,091	$	7,111	$	128	$	86,330		9.90	%
Commercial real estate: non-owner occupied		18,698		137,463		29,488		185,649		21.29	%
Commercial real estate: owner occupied		11,351		81,916		24,483		117,750		13.51	%
Commercial and industrial		10,927		170,873		6,057		187,857		21.55	%
Consumer		3,244		-		-		3,244		0.37	%
Total originated loans		123,311		397,363		60,156		580,830		66.62	%
Purchased loans:
Residential real estate		-		13,926		-		13,926		1.60	%
Commercial real estate: non-owner occupied		-		150,805		-		150,805		17.30	%
Commercial real estate: owner occupied		-		125,246		-		125,246		14.37	%
Commercial and industrial		-		995		-		995		0.11	%
Total purchased loans		-		290,972		-		290,972		33.38	%
Total loans	$	123,311	$	688,335	$	60,156	$	871,802		100.00	%

Classification of Assets

Loans are classified as nonperforming when 90 or more days past due, unless a loan is well-secured and in the process of collection. Loans less than 90 days past due, for which collection of principal or interest is considered doubtful, also may be designated as nonperforming. In both situations, accrual of interest ceases. The Company typically maintains such loans as nonperforming until the respective borrowers have demonstrated a sustained period of payment performance.

In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications, the loan is classified as a TDR. Concessionary modifications may include adjustments to interest rates, extensions of maturity, or other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. Nonaccrual loans that are restructured generally remain on nonaccrual status for a minimum period of six months to demonstrate that the borrower can meet the restructured terms. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan is classified as a nonaccrual loan. With limited exceptions, loans classified as TDRs remain classified as such until the loan is paid off.

Other nonperforming assets include other real estate owned (“OREO”) and other personal property securing loans repossessed by the Bank. The real estate and personal property collateral for commercial and consumer loans is recorded at fair value less estimated costs to sell upon repossession. Revenues and expenses are recognized in the period when received or incurred on OREO and in-substance foreclosures. Gains and losses on disposition are recognized in noninterest income.

The following table details the Company's nonperforming assets and other credit quality indicators as of December 31, 2018 and June 30, 2018. Management believes that, based on their carrying amounts, nonperforming assets are well secured based on the estimated fair value of underlying collateral.

	Nonperforming Assets at December 31, 2018
	Originated		Purchased		Total
	(Dollars in thousands)
Loans:
Residential real estate	$	2,595	$	202	$	2,797
Commercial real estate		2,764		4,755		7,519
Commercial and industrial		1,420		394		1,814
Consumer		216		-		216
Total nonperforming loans		6,995		5,351		12,346
Real estate owned and other repossessed collateral		32		1,431		1,463
Total nonperforming assets	$	7,027	$	6,782	$	13,809
Ratio of nonperforming loans to total loans						1.32	%
Ratio of nonperforming assets to total assets						1.16	%
Ratio of loans past due to total loans						1.95	%
Nonperforming loans that are current					$	3,125
Commercial loans risk rated substandard or worse					$	8,931
Troubled debt restructurings:
On accrual status					$	10,629
On nonaccrual status					$	3,193

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The following table details the Company's nonperforming assets and other credit quality indicators as of September 30, 2018 and June 30, 2018. Management believes that, based on their carrying amounts, nonperforming assets are well secured based on the estimated fair value of underlying collateral.

	Nonperforming Assets at June 30, 2018
	Originated		Purchased		Total
	(Dollars in thousands)
Loans:
Residential real estate	$	3,212	$	202	$	3,414
Commercial real estate		1,499		5,180		6,679
Commercial and industrial		1,368		363		1,731
Consumer		134		-		134
Total nonperforming loans		6,213		5,745		11,958
Real estate owned and other repossessed collateral		115		2,118		2,233
Total nonperforming assets	$	6,328	$	7,863	$	14,191
Ratio of nonperforming loans to total loans						1.37	%
Ratio of nonperforming assets to total assets						1.23	%
Ratio of loans past due to total loans						0.89	%
Nonperforming loans that are current					$	4,897
Commercial loans risk rated substandard or worse					$	9,090
Troubled debt restructurings:
On accrual status					$	11,915
Nonaccrual status					$	3,543

	Nonperforming Assets at September 30, 2018
	Originated		Purchased		Total
	(Dollars in thousands)
Loans:
Residential real estate	$	2,633	$	202	$	2,835
Home equity		151		-		151
Commercial real estate		1,703		4,816		6,519
Commercial and industrial		1,454		357		1,811
Consumer		185		-		185
Total nonperforming loans		6,126		5,375		11,501
Real estate owned and other repossessed collateral		118		1,431		1,549
Total nonperforming assets	$	6,244	$	6,806	$	13,050
Ratio of nonperforming loans to total loans						1.30	%
Ratio of nonperforming assets to total assets						1.08	%
Ratio of loans past due to total loans						1.09	%
Nonperforming loans that are current					$	2,470
Commercial loans risk rated substandard or worse					$	8,931
Troubled debt restructurings:
On accrual status					$	11,583
On nonaccrual status					$	3,183

As of December 31, 2018, nonperforming assets totaled $13.8 million, or 1.16% of total assets, as compared to $14.2 million, or 1.23% of total assets, as of June 30, 2018.

	Nonperforming Assets at June 30, 2018
	Originated		Purchased		Total
	(Dollars in thousands)
Loans:
Residential real estate	$	2,914	$	202	$	3,116
Home equity		298		-		298
Commercial real estate		1,499		5,180		6,679
Commercial and industrial		1,368		363		1,731
Consumer		134		-		134
Total nonperforming loans		6,213		5,745		11,958
Real estate owned and other repossessed collateral		115		2,118		2,233
Total nonperforming assets	$	6,328	$	7,863	$	14,191
Ratio of nonperforming loans to total loans						1.37	%
Ratio of nonperforming assets to total assets						1.23	%
Ratio of loans past due to total loans						0.89	%
Nonperforming loans that are current					$	4,897
Commercial loans risk rated substandard or worse					$	9,090
Troubled debt restructurings:
On accrual status					$	11,915
Nonaccrual status					$	3,543

OREO decreased by $770 thousand, or 34.5%, to $1.5 million at December 31, 2018, compared to $2.2 million at June 30, 2018. The decrease was primarily the result of the sale of one property in the quarter ended September 30, 2018.

As of September 30, 2018, nonperforming assets totaled $13.1 million, or 1.08% of total assets, as compared to $14.2 million, or 1.23% of total assets, as of June 30, 2018.

OREO decreased by $684 thousand, or 30.6%, to $1.5 million at September 30, 2018, compared to $2.2 million at June 30, 2018. The decrease was primarily the result of the sale of one property in the quarter ended September 30, 2018.

Allowance for Loan Losses

In connection with the application of the acquisition method of accounting for the merger on December 29, 2010, the allowance for loan losses was reduced to zero when the loan portfolio was marked to its then current fair value. Since that date, the Company has provided for an allowance for loan losses as new loans are originated or in the event that credit exposure in the pre-merger loan portfolio or other acquired loans exceeds the exposure estimated when initial fair values were determined.

The Company’s allowance for loan losses was $5.3 million as of ~~September~~December 3031, 2018, compared to $4.8 million as of June 30, 2018. The increase in the period is primarily the result of changes in the composition of the loan portfolio from an increase in loans originated by the SBA division, as well as an increase in specific reserve on two loan relationships.

The following table details ratios related to the allowance for loan losses for the periods indicated.

September 30, 2018

June 30, 2018

September 30, 2017

December 31, 2018

June 30, 2018

December 31, 2017

Allowance for loan losses to nonperforming loans

42.99%

~~45.98%~~

40.20%

~~40.20%~~

24.07%

~~24.23%~~

Allowance for loan losses to total loans

0.57%

~~0.60%~~

0.55%

~~0.55%~~

0.56%

~~0.53%~~

Last twelve months of net-charge offs to average loans

0.04%

~~0.04%~~

0.04%

~~0.04%~~

0.04%

~~0.03%~~

While management believes that it uses the best information available to make its determinations with respect to the allowance, there can be no assurance that the Company will not have to increase its provision for loan losses in the future as a result of changing economic conditions, adverse markets for real estate or other factors.

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Other Assets

Premises and equipment, net, decreased by $~~277~~479 thousand, or 47.23%, to $6.31 million at ~~September~~December 3031, 2018, compared to $6.6 million at June 30, 2018. The decrease was primarily due to depreciation and amortization.

Intangible assets totaled $~~758~~649 thousand and $867 thousand at ~~September~~December 3031, 2018 and June 30, 2018, respectively. The $~~109~~218 thousand decrease was the result of intangible asset amortization during the period.

Servicing rights, net totaled $2.9 million and $3.0 million at ~~both~~December ~~September 30~~31, 2018 and June 30, 2018, respectively. The $4036 thousand ~~increase~~decrease was the result of ~~SBA~~amortization ~~loans~~and ~~sold~~the ~~during~~revaluation of the ~~three~~servicing ~~months~~rights ~~ended~~performed ~~September~~on ~~30,~~a ~~2018~~quarterly basis, offset by ~~amortization~~SBA ~~and~~loans ~~the~~sold ~~revaluation~~during of the ~~servicing~~six ~~rights~~months ~~performed~~ended onDecember a31, ~~quarterly basis and amortization~~2018.

The cash surrender value of the Company’s bank-owned life insurance (“BOLI”) assets increased $~~109~~219 thousand, or 01.73% to $16.78 million at ~~September~~December 3031, 2018, compared to $16.6 million at June 30, 2018. Increases in cash surrender value are recognized in noninterest income and are not subject to income taxes. Borrowing on, or surrendering a policy, may subject the Company to income tax expense on the increase in cash surrender value. For these reasons, management considers BOLI an illiquid asset. BOLI represented 9.74% of the Company’s regulatory total capital at ~~September~~December 3031, 2018.

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Deposits, FHLBB Advances, Subordinated Debt, Liquidity, and Capital

Deposits

The Company’s principal source of funding is its core deposit accounts. At ~~September~~December ~~30,~~31 2018, non-maturity accounts and non-brokered insured time deposits represented 100% of total deposits.

Total deposits increased by $6030.67 million, or 6.3.2%, ~~to $1.0 billion as of September, 2018~~ from ~~$954.9 million as of~~ June 30, 2018., ~~The increase was~~ attributable primarily to an increase in time deposits of $87112.92 million, or 2531.09%, ~~due~~as toa ~~promotions~~result ~~during~~of campaigns in the ~~quarter~~current period, partially offset by adecreases ~~decrease~~ in money market accounts of $2275.57 million, or 518.0%, and demand deposits of $3.9 million, or 5.5%.

The composition of total deposits at ~~September~~December 3031, 2018 and June 30, 2018 is as follows:

	September 30, 2018					June 30, 2018
	December 31, 2018					June 30, 2018
	Amount		Percent of Total			Amount		Percent of Total
	(Dollars in thousands)
Demand deposits	$	6768,~~500~~324		6.6593	%	$	72,272		7.57	%
NOW accounts		7372,~~867~~679		7.2737	%		73,347		7.68	%
Regular and other savings		35,~~697~~090		3.5256	%		36,290		3.80	%
Money market deposits		~~398~~345,~~423~~149		3935.2303	%		420,886		44.07	%
Total non-certificate accounts		~~575~~521,~~487~~242		5652.6789	%		602,795		63.12	%
Term certificates of $250 thousand or less		~~440~~464,~~020~~349		4347.3311	%		352,145		36.88	%
Term certificates greater than $250 thousand		-		0.00	%		-		0.00	%
Total certificate accounts		~~440~~464,~~020~~349		4347.3311	%		352,145		36.88	%
Total deposits	$	1985,~~015,507~~591		100.00	%	$	954,940		100.00	%

FHLBB Advances

Advances from the FHLBB were $15.0 million at both ~~September~~December 3031, 2018 and June 30, 2018. As of ~~September~~December 3031, 2018, the Company had pledged certain residential real estate loans and commercial real estate loans to secure outstanding advances and provide additional borrowing capacity. As of ~~September~~December 3031, 2018, no securities were pledged for outstanding borrowings.

Subordinated Debt

On June 29, 2016, the Company entered into a Subordinated Note Purchase Agreement with certain institutional accredited investors pursuant to which the Company issued subordinated notes equal to $15.051 million in aggregate principal amount with an interest rate of 6.75% fixed-to-floating maturing in 2026 (“subordinated notes”). The subordinated notes, net of issuance costs, totaled $14.8 million and $14.7 million at ~~both~~December ~~September 30~~31, 2018 and June 30, 2018, respectively.

The Company had junior subordinated debentures issued to affiliated trusts totaling $9.34 million and $9.2 million at ~~September~~December 3031, 2018 and June 30, 2018, respectively. The unpaid principal balance of the junior subordinated debentures totaled $16.5 million at both ~~September~~December 3031, 2018 and June 30, 2018.

33In connection with the Reorganization, the Company intends to redeem the junior subordinated debentures and the Bank will assume the Company’s obligations under the subordinated notes.

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Liquidity

The following table is a summary of unused borrowing capacity of the Company at ~~September~~December 3031, 2018, in addition to traditional retail deposit products:

	As of September 30, 2018
	As of December 31, 2018
	(Dollars in thousands)
Brokered time deposits	$	~~303~~298,~~429~~532	Subject to policy limitation of 25% of total assets
Federal Home Loan Bank of Boston		4539,~~478~~902	Unused advance capacity subject to eligible and qualified collateral
Federal Discount Window Borrower-in-Custody		~~1,056~~991	Unused credit line subject to the pledge of loans
Other available lines		17,500
Total unused borrowing capacity	$	~~367~~356,~~463~~925

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Retail deposits and other core deposit sources including deposit listing services are used by the Bank to manage its overall liquidity position. While we currently do not seek wholesale funding such as FHLBB advances and brokered deposits, the ability to raise them remains an important part of our liquidity contingency planning. While we closely monitor and forecast our liquidity position, it is affected by asset growth, deposit withdrawals and meeting other contractual obligations and commitments. The accuracy of our forecast assumptions may increase or decrease our overall available liquidity. To utilize the FHLBB advance capacity, the purchase of additional capital stock of the FHLBB may be required.

At ~~September~~December 3031, 2018, the Company had $~~434~~422.27 million of immediately accessible liquidity, defined as cash that the Bank reasonably believes could be raised within seven days through collateralized borrowings, brokered deposits or security sales. This position represented 35.84% of total assets. The Company also had $~~205~~137.76 million of cash and cash equivalents at ~~September~~December 3031, 2018.

Management believes that there are adequate funding sources to meet its liquidity needs for the foreseeable future. Primary funding sources are the repayment of principal and interest on loans, the renewal of time deposits, the potential for growth in the deposit base, and the credit availability from the FHLBB. Management does not believe that the terms and conditions that will be present at the renewal of these funding sources will significantly impact the Company’s operations, due to its management of the maturities of its assets and liabilities.

Capital

The unpaid principal balance and carrying amount of junior subordinated debentures totaled $16.5 million and $9.34 million, respectively, as of ~~September~~December 3031, 2018. The unpaid principal balance and carrying amount of subordinated debt totaled $15.1 million and $14.78 million, respectively, as of ~~September~~December 3031, 2018. The junior subordinated debt represents qualifying Tier 1 capital for the Company, up to a maximum of 25% of total Tier 1 capital, and subordinated debt represents qualifying Tier 2 capital for the Company. At ~~September~~December 3031, 2018, the carrying amounts of the junior subordinated debt, net of the Company’s $496 thousand investment in the affiliated trusts, qualified as Tier 1 capital, and the subordinated debt qualified as Tier 2 capital.

At ~~September~~December 3031, 2018, shareholders’ equity was $~~143~~148.45 million, an increase of $510.01 million, or 37.63% from June 30, 2018. Book value per outstanding common share was $1516.8541 at ~~September~~December 3031, 2018 and $15.49 at June 30, 2018. Tier 1 capital to total average assets of the Company was 1213.82% as of ~~September~~December 3031, 2018 and 13.1% at June 30, 2018.

Under the capital rules, risk-based capital ratios are calculated by dividing Tier 1 and total capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several risk-weight categories, based primarily on relative risk. The rules require banks and bank holding companies to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6%, a total capital ratio of 8% and a leverage ratio of 4%. Additionally, subject to a transition schedule, the capital rules require a bank holding company to establish a capital conservation buffer of Tier 1 capital in an amount above the minimum risk-based capital requirements for "adequately capitalized" institutions equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases.

A bank holding company, such as the Company, is considered "well capitalized" if the bank holding company (i) has a total capital ratio of at least 10%, (ii) has a Tier 1 risk-based capital ratio of at least 6%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. In addition, the FDIC has amended its prompt corrective action rules to reflect the revisions made by the revised capital rules described above. Under the FDIC's revised rules, which became effective January 1, 2015, an insured state nonmember bank is considered "well capitalized" if it (i) has a total capital ratio of 10.0% or greater; (ii) a Tier 1 risk-based capital ratio of 8.0% or greater; (iii) a common Tier 1 equity ratio of 6.5% or greater, (iv) a leverage capital ratio of 5.0% or greater; and (iv) is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

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The Company and the Bank are considered "well capitalized" under all regulatory definitions. The Company's and the Bank's regulatory capital ratios are set forth below.

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