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 ~~December~~March 31, ~~2018~~2019

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~~Securities ~~the~~registered ~~number~~pursuant ofto ~~shares~~Section ~~outstanding~~12(b) of ~~each of~~ the issuer's classes of common stock, as of the latest practicable date. As of February 1, 2019, the registrant had outstanding 8,227,945 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.Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Voting Common Stock, $1.00 par value	NBN	The NASDAQ Stock Market, LLC

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 1, 2019, the registrant had outstanding 8,996,751 shares of voting common stock, $1.00 par value per share and 44,783 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 December 31, 2018 and June 30, 2018	3
		Consolidated Balance Sheets March 31, 2019 and June 30, 2018	3
		Consolidated Statements of Income Three and Six Months Ended December 31, 2018 and 2017	4
		Consolidated Statements of Income Three and Nine Months Ended March 31, 2019 and 2018	4
		Consolidated Statements of Comprehensive Income Three and Six Months Ended December 31, 2018 and 2017	5
		Consolidated Statements of Comprehensive Income Three and Nine Months Ended March 31, 2019 and 2018	5
		Consolidated Statements of Changes in Shareholders' Equity Six Months Ended December 31, 2018 and 2017	6
		Consolidated Statements of Changes in Shareholders' Equity Three and Nine Months Ended March 31, 2019 and 2018	6
		Consolidated Statements of Cash Flows Six Months Ended December 31, 2018 and 2017	7
		Consolidated Statements of Cash Flows Nine Months Ended March 31, 2019 and 2018	8
		Notes to Unaudited Consolidated Financial Statements	89
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	45
	Item 4.	Controls and Procedures	45
Part II.	Other Information		46
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
	Item 3.	Defaults Upon Senior Securities	46
	Item 4.	Mine Safety Disclosures	46
	Item 5.	Other Information	46
	Item 6.	Exhibits	46
		Signatures	47

Table of Contents

PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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

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

	March 31, 2019			June 30, 2018
Assets
Cash and due from banks	$	2,507		$	3,889
Short-term investments		150,346			153,513
Total cash and cash equivalents		152,853			157,402

Available-for-sale securities, at fair value		76,938			81,068
Equity securities, at fair value		6,819			6,619
Total investment securities		83,757			87,687

Residential real estate loans held for sale		1,276			3,405
SBA loans held for sale		-			3,750
Total loans held for sale		1,276			7,155

Loans
Commercial real estate		641,157			579,450
Commercial and industrial		231,176			188,852
Residential real estate		86,754			100,256
Consumer		2,566			3,244
Total loans		961,653			871,802
Less: Allowance for loan losses		5,658			4,807
Loans, net		955,995			866,995


Premises and equipment, net		5,786			6,591
Real estate owned and other repossessed collateral, net		2,014			2,233
Federal Home Loan Bank stock, at cost		1,258			1,652
Intangible assets, net		542			867
Loan servicing rights, net		2,943			2,970
Bank-owned life insurance		16,948			16,620
Other assets		8,030			7,564
Total assets	$	1,231,402		$	1,157,736

Liabilities and Shareholders' Equity
Deposits
Demand	$	76,003		$	72,272
Savings and interest checking		104,678			109,637
Money market		296,720			420,886
Time		539,223			352,145
Total deposits		1,016,624			954,940

Federal Home Loan Bank advances		15,000			15,000
Subordinated debt		24,217			23,958
Capital lease obligation		395			605
Other liabilities		21,978			24,803
Total liabilities		1,078,214			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 March 31, 2019 and June 30, 2018		-			-
Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,241,314 and 8,056,527 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively		8,241			8,057
Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 800,554 and 882,314 shares issued and outstanding at March 31, 2019 and June 30, 2018, respectively		801			882
Additional paid-in capital		77,732			77,016
Retained earnings		68,274			54,236
Accumulated other comprehensive loss		(1,860	)		(1,761	)
Total shareholders' equity		153,188			138,430
Total liabilities and shareholders' equity	$	1,231,402		$	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) (InDollars in thousands, except share and per share data)

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

2018

2017

2018

2017

2019

2018

2019

2018

Interest and dividend income:

Interest and fees on loans

18,~~934~~796

1415,~~501~~408

3655,~~460~~256

2945,~~883~~292

Interest on available-for-sale securities

~~425~~444

~~267~~280

~~784~~1,229

~~533~~813

Other interest and dividend income

~~970~~939

~~492~~795

12,~~851~~789

1,~~022~~818

Total interest and dividend income

20,~~329~~179

1516,~~260~~483

3959,~~095~~274

3147,~~438~~923

Interest expense:

Deposits

34,~~982~~447

2,~~129~~696

712,~~664~~111

47,~~305~~001

Federal Home Loan Bank advances

~~125~~116

~~148~~118

~~242~~359

~~319~~438

Subordinated debt

~~573~~578

~~517~~525

1,~~174~~752

1,~~025~~550

Obligation under capital lease agreements

910

1419

2131

Total interest expense

45,~~686~~146

23,~~803~~349

914,~~094~~241

59,~~670~~020

Net interest and dividend income before provision for loan losses

15,~~643~~033

1213,~~457~~134

3045,~~001~~033

2538,~~768~~903

Provision for loan losses

~~101~~414

~~437~~364

~~633~~1,047

~~792~~1,156

Net interest and dividend income after provision for loan losses

1514,~~542~~619

12,~~020~~770

2943,~~368~~986

2437,~~976~~747

Noninterest income:

Fees for other services to customers

~~340~~408

~~475~~435

~~832~~1,240

1,~~002~~437

Gain on sales of SBA loans

~~942~~568

~~341~~560

12,~~793~~361

1,~~361~~921

Gain on sales of residential loans held for sale

~~104~~108

~~255~~227

~~279~~387

~~545~~772

Gain on sales of other loans

-582

21516

-582

21537

Net unrealized gain on equity securities

5065

1075

Gain (loss) on real estate owned, other repossessed collateral and premises and equipment, net

~~(24~~-

)

114

(64

)

1115

Bank-owned life insurance income

~~110~~108

~~111~~108

~~219~~328

~~223~~331

Other noninterest income

2327

1432

2956

2355

Total noninterest income

1,~~545~~866

1,~~228~~882

34,~~098~~965

35,~~186~~068

Noninterest expense:

Salaries and employee benefits

5,~~699~~782

5,~~173~~329

1116,~~208~~991

1015,~~427~~756

Occupancy and equipment expense

957

1,~~150~~159

2,~~084~~692

23,~~260~~418

Professional fees

~~656~~483

~~425~~423

1,~~190~~516

~~867~~1,291

Data processing fees

~~830~~827

~~624~~619

12,~~431~~764

1,~~227~~846

Marketing expense

~~130~~160

70172

~~253~~413

~~157~~329

Loan acquisition and collection expense

~~585~~609

~~368~~264

1,~~024~~633

~~733~~998

FDIC insurance premiums

8077

~~162~~242

~~160~~236

Intangible asset amortization

~~109~~107

~~218~~325

Other noninterest expense

~~856~~746

~~564~~825

12,~~687~~433

12,~~228~~053

Total noninterest expense

9,~~903~~752

8,~~563~~975

1929,~~257~~009

1726,~~277~~252

Income before income tax expense

76,~~184~~733

45,~~685~~677

1319,~~209~~942

1016,~~885~~563

Income tax expense

21,~~059~~905

1,~~381~~745

35,~~550~~455

24,~~995~~741

Net income

54,~~125~~828

3,~~304~~932

914,~~659~~487

711,~~890~~822

Weighted-average shares outstanding:

Basic

9,~~048~~044,~~397~~230

8,~~924~~927,~~495~~544

9,~~022~~029,~~161~~409

8,~~883~~897,~~003~~633

Diluted

9,~~201~~198,~~557~~077

9,~~168~~143,~~084~~177

9,~~192~~194,~~643~~346

9,~~129~~133,~~010~~515

Earnings per common share:

Basic

0.5753

0.3744

1.0760

01.8933

Diluted

0.5652

0.3643

1.0558

01.8629

Cash dividends declared per common share

0.01

0.0203

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)
(In thousands)

	Three Months Ended December 31,						Six Months Ended December 31,
	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
	2019			2018			2019			2018
Net income	$	54,~~125~~828		$	3,~~304~~932		$	914,~~659~~487		$	711,~~890~~822
Other comprehensive income, before tax:
Available-for-sale securities:
Change in net unrealized gain (loss) on available-for-sale securities		633			(297	)		560			(175	)
Change in net unrealized loss on available-for-sale securities		365			(431	)		925			(605	)
Derivatives and hedging activities:
Change in accumulated (loss) gain on effective cash flow hedges		(1,104	)		160			(623	)		181
Change in accumulated loss on effective cash flow hedges		(830	)		179			(1,453	)		362
Reclassification adjustments included in interest expense		3840			26			~~107~~147			4973
Total derivatives and hedging activities		(~~1,066~~790	)		~~186~~205			(~~516~~1,306	)		~~230~~435
Total other comprehensive (loss) income, before tax		(433	)		(111	)		44			55
Total other comprehensive loss, before tax		(425	)		(226	)		(381	)		(170	)
Income tax (benefit) expense related to other comprehensive (loss) income		(117	)		(43	)		11			19
Income benefit related to other comprehensive loss		(113	)		(60	)		(102	)		(40	)
Other comprehensive (loss) income, net of tax		(316	)		(68	)		33			36
Other comprehensive loss, net of tax		(312	)		(166	)		(279	)		(130	)
Comprehensive income	$	4,~~809~~516		$	3,~~236~~766		$	914,~~692~~208		$	711,~~926~~692

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)
(In thousands, except share and per share data)

																							Accumulated
	Preferred Stock				Voting Common Stock						Non-voting Common Stock						Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
																							Other			Total
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Earnings			Loss			Equity
	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		-		-		-			-			-			-			-			711,~~890~~822			-			711,~~890~~822
Other comprehensive income, net of tax		-		-		-			-			-			-			-			-			36			36
Other comprehensive loss, net of tax		-		-		-			-			-			-			-			-			(130	)		(130	)
Conversions between voting common stock and non- voting common stock, net		-		-		69,255			69			(69,255	)		(69	)		-			-			-			-
Conversions between voting common stock and non-voting common stock, net		-		-		82,464			83			(82,464	)		(83	)		-			-			-			-
Dividends on common stock at $0.02 per share		-		-		-			-			-			-			-			(177	)		-			(177	)
Dividends on common stock at $0.03 per share		-		-		-			-			-			-			-			(266	)		-			(266	)
Stock-based compensation		-		-		-			-			-			-			~~485~~635			-			-			~~485~~635
Issuance of restricted common stock		-		-		1222,000			1222			-			-			(1222	)		-			-			-
Cancellation and forfeiture of restricted common stock		-		-		(1539,~~756~~630	)		(1640	)		-			-			(3958	)		-			-			(5598	)
Stock options exercised, net		-		-		111,375			111			-			-			(1,084	)		-			-			(973	)
Balance at December 31, 2017		-	$	-		8,017,334		$	8,017			921,939		$	922		$	76,805		$	45,855		$	(1,596	)	$	130,003
Adjustment for adoption of ASU 2018-02		-		-		-			-			-			-			-			283			(283	)		-
Balance at March 31, 2018		-	$	-		8,016,669		$	8,017			908,730		$	908		$	76,926		$	49,981		$	(2,045	)	$	133,787
Balance at June 30, 2018		-		-		8,056,527		$	8,057			882,314		$	882		$	77,016		$	54,236		$	(1,761	)	$	138,430
Net income		-		-		-			-			-			-			-			914,~~659~~487			-			914,~~659~~487
Other comprehensive income, net of tax		-		-		-			-			-			-			-			-			33			33
Other comprehensive loss, net of tax		-		-		-			-			-			-			-			-			(279	)		(279	)
Conversions between voting common stock and non- voting common stock, net		-		-		70,368			70			(70,368	)		(70	)		-			-			-			-
Conversions between voting common stock and non-voting common stock, net		-		-		81,760			81			(81,760	)		(81	)		-			-			-			-
Dividends on common stock at $0.02 per share		-		-		-			-			-			-			-			(180	)		-			(180	)
Dividends on common stock at $0.03 per share		-		-		-			-			-			-			-			(269	)		-			(269	)
Stock-based compensation		-		-		-			-			-			-			~~687~~997			-			-			~~687~~997
Issuance of restricted common stock		-		-		116,925			117			-			-			(117	)		-			-			-
Cancellation and forfeiture of restricted common stock		-		-		(718,~~877~~166	)		(818	)		-			-			(~~126~~120	)		-			-			(~~134~~138	)
Stock options exercised, net		-		-		~~974~~4,268			14			-			-			(544	)		-			-			(440	)
Adjustment for adoption of ASU 2016-01		-		-		-			-			-			-			-			(180	)		180			-
Balance at December 31, 2018		-	$	-		8,236,917		$	8,237			811,946		$	812		$	77,455		$	63,535		$	(1,548	)	$	148,491
Balance at March 31, 2019		-	$	-		8,241,314		$	8,241			800,554		$	801		$	77,732		$	68,274		$	(1,860	)	$	153,188

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) (In thousands)

	Preferred Stock				Voting Common Stock						Non-voting Common Stock						Additional Paid-in			Retained			Accumulated Other Comprehensive			Total Shareholders'
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Earnings			Loss			Equity

Balance at December 31, 2017		-		-		8,017,334		$	8,017			921,939		$	922		$	76,805		$	45,855		$	(1,596	)	$	130,003
Net income		-		-		-			-			-			-			-			3,932			-			3,932
Other comprehensive loss, net of tax		-		-		-			-			-			-			-			-			(166	)		(166	)
Conversions between voting common stock and non-voting common stock, net		-		-		13,209			14			(13,209	)		(14	)		-			-			-			-
Dividends on common stock at $0.01 per share		-		-		-			-			-			-			-			(89	)		-			(89	)
Stock-based compensation		-		-		-			-			-			-			150			-			-			150
Issuance of restricted common stock		-		-		10,000			10			-			-			(10	)		-			-			-
Cancellation and forfeiture of restricted common stock		-		-		(23,874	)		(24	)		-			-			(19	)		-			-			(43	)
Adjustment for adoption of ASU 2018-02		-		-		-			-			-			-			-			283			(283	)		-
Balance at March 31, 2018		-	$	-		8,016,669		$	8,017			908,730		$	908		$	76,926		$	49,981		$	(2,045	)	$	133,787

Balance at December 31, 2018		-		-		8,236,917		$	8,237			811,946		$	812		$	77,455		$	63,535		$	(1,548	)	$	148,491
Net income		-		-		-			-			-			-			-			4,828			-			4,828
Other comprehensive loss, net of tax		-		-		-			-			-			-			-			-			(312	)		(312	)
Conversions between voting common stock and non-voting common stock, net		-		-		11,392			11			(11,392	)		(11	)		-			-			-			-
Dividends on common stock at $0.01 per share		-		-		-			-			-			-			-			(89	)		-			(89	)
Stock-based compensation		-		-		-			-			-			-			309			-			-			309
Cancellation and forfeiture of restricted common stock		-		-		(10,289	)		(10	)		-			-			5			-			-			(5	)
Stock options exercised, net		-		-		3,294			3			-			-			(37	)		-			-			(34	)
Balance at March 31, 2019		-	$	-		8,241,314		$	8,241			800,554		$	801		$	77,732		$	68,274		$	(1,860	)	$	153,188

	Six Months Ended December 31,
	2018			2017
Operating activities:
Net income	$	9,659		$	7,890
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		633			792
Loss (gain) on sale and impairment of real estate owned and other repossessed collateral, net		64			(11	)
Net unrealized gain on equity securities		(10	)		-
Accretion of fair value adjustments on loans, net		(3,700	)		(4,830	)
Amortization of fair value adjustments on borrowings, net		115			104
Amortization of subordinated debt issuance costs		55			55
Originations of loans held for sale		(44,203	)		(49,309	)
Net proceeds from sales of loans held for sale		48,201			50,946
Gain on sales of residential loans held for sale		(279	)		(545	)
Gain on sales of SBA and other loans held for sale		(1,793	)		(1,382	)
Net decrease (increase) in servicing rights		36			(159	)
Amortization of intangible assets		218			218
Bank-owned life insurance income, net		(219	)		(223	)
Depreciation of premises and equipment		662			636
Stock-based compensation		687			485
Deferred income tax expense		-			498
Amortization of available-for-sale debt securities, net		197			450
Changes in other assets and liabilities:
Other assets		391			(1,376	)
Other liabilities		(4,948	)		(3,231	)
Net cash provided by operating activities		5,766			1,008
Investing activities:
Purchases of available-for-sale debt securities		(21,986	)		(9,222	)
Proceeds from maturities and principal payments on investment securities, net		25,203			12,951
Loan purchases		(84,137	)		(38,453	)
Loan originations, principal collections, and purchased loan paydowns, net		24,601			45,540
Purchases and disposals of premises and equipment, net		(183	)		(795	)
Redemption of Federal Home Loan Bank stock		-			180
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		30,651			(41,196	)
Dividends paid on common stock		(180	)		(177	)
Repayment of Federal Home Loan Bank advances		-			(5,000	)
Repayment of capital lease obligation		(139	)		(132	)
Repurchases for tax withholdings on restricted common stock		(134	)		(55	)
Stock options exercised, net		(4	)		(973	)
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	$	137,616		$	128,223
Supplemental schedule of noncash investing activities:
Transfers from loans to real estate owned and other repossessed collateral, net	$	50		$	1,302

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

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NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended March 31,
	2019			2018
Operating activities:
Net income	$	14,487		$	11,822
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,047			1,156
Loss (gain) on sale and impairment of real estate owned and other repossessed collateral, net		64			(15	)
Net unrealized gain on equity securities		(75	)		-
Discount accretion and fair value adjustments on loans, net		(6,025	)		(6,759	)
Amortization of fair value adjustments on borrowings, net		176			159
Amortization of subordinated debt issuance costs		83			83
Originations of loans held for sale		(58,036	)		(68,622	)
Net proceeds from sales of loans held for sale		67,396			75,146
Gain on sales of residential loans held for sale		(387	)		(772	)
Gain on sales of SBA and other loans held for sale		(2,943	)		(2,458	)
Net decrease (increase) in servicing rights		27			(152	)
Amortization of intangible assets		325			325
Bank-owned life insurance income, net		(328	)		(331	)
Depreciation of premises and equipment		992			969
Stock-based compensation		997			635
Deferred income tax expense		-			498
Amortization of available-for-sale debt securities, net		274			637
Changes in other assets and liabilities:
Other assets		(269	)		(1,924	)
Other liabilities		(4,227	)		(2,759	)
Net cash provided by operating activities		13,578			7,638

Investing activities:
Purchases of available-for-sale debt securities		(27,969	)		(15,203	)
Proceeds from maturities and principal payments on investment securities, net		32,626			20,913
Loan purchases		(88,741	)		(71,474	)
Loan originations, principal collections, and purchased loan paydowns, net		3,967			36,397
Purchases and disposals of premises and equipment, net		(187	)		(824	)
Redemption of Federal Home Loan Bank stock		394			180
Proceeds from sales of real estate owned and other repossessed collateral		756			1,262
Net cash used in investing activities		(79,154	)		(28,749	)

Financing activities:
Net increase in deposits		61,684			86,430
Dividends paid on common stock		(269	)		(266	)
Repayment of Federal Home Loan Bank advances		-			(5,000	)
Repayment of capital lease obligation		(210	)		(198	)
Repurchases for tax withholdings on restricted common stock		(138	)		(98	)
Stock options exercised, net		(40	)		(973	)
Net cash provided by financing activities		61,027			79,895

Net decrease in cash and cash equivalents		(4,549	)		58,784
Cash and cash equivalents, beginning of period		157,402			163,283
Cash and cash equivalents, end of period	$	152,853		$	222,067

Supplemental schedule of noncash investing activities:
Transfers from loans to real estate owned and other repossessed collateral, net	$	601		$	1,338

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

~~December~~March 31, ~~2018~~2019

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”).

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.

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. On March 11, 2019, the Company announced that the Bank had received the approval from the FDIC for the corporate reorganization. Additionally, the Company filed a proxy statement/offering circular and other proxy materials on March 29, 2019 with the SEC and intends to hold a special meeting of its shareholders to consider and vote upon the Plan of Merger on May 9, 2019. In addition to shareholder approval, the Reorganization will be subject to various closing conditions, including, among others, the receipt of all remaining required regulatory approvals, including the approval of the Maine Bureau of Financial Institutions.

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~~the ~~believes~~adoption ~~that~~did ~~revenue~~not ~~recognized~~have ~~under~~an ~~the~~impact ~~new~~on ~~guidance~~the ~~approximates~~Company’s ~~revenue~~consolidated ~~recognized~~financial ~~under current GAAP~~statements.

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 10: Fair Value Measurements” is now calculated based on an exit pricing strategy versus an entry pricing strategy.9

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 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 10: 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. Upon adoption of ASU 2016-02 on July 1, 2019, the Company expects to record an asset of approximately $4.5 million and a liability of approximately $5.5 million on the Consolidated Balance Sheets as a result of recognizing the right-of-use assets and lease liabilities.

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 a 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.

9In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”). This guidance permits the use of the Overnight Index Swap rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate, in addition to the London Interbank Offered Rate (“LIBOR”) swap rate due to concerns about the sustainability of LIBOR. The amendments in this update are required to be adopted concurrently with ASU 2017-12. 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.

December 31, 2018

March 31, 2019

Amortized

Gross Unrealized

Fair

Cost

Gains

Losses

Value

(Dollars in thousands)

U.S. Government agency securities

57,~~056~~022

79151

(~~110~~47

)

57,~~025~~126

Agency mortgage-backed securities

2120,~~853~~328

(~~746~~516

)

2119,~~107~~812

Equity investments measured at net asset value

6,~~947~~991

(~~236~~172

)

6,~~711~~819

Total investment securities

8584,~~856~~341

79151

(~~1,092~~735

)

8483,~~843~~757

	June 30, 2018
	Amortized		Gross Unrealized		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~~ March 31, ~~2018~~2019 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~~nine months ended ~~December~~ March 31, ~~2018~~2019 or ~~2017~~2018. At ~~December~~ March 31, ~~2018~~2019, 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.

	December 31, 2018
	March 31, 2019
	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	$	101,~~914~~998	$	(201	)	$	18,~~009~~017	$	(9046	)	$	2820,~~923~~015	$	(~~110~~47	)
Agency mortgage-backed securities		-		-			2119,~~107~~812		(~~746~~516	)		2119,~~107~~812		(~~746~~516	)
Equity investments measured at net asset value		-		-			5,~~147~~243		(~~236~~172	)		5,~~147~~243		(~~236~~172	)
Total investment securities	$	101,~~914~~998	$	(201	)	$	4443,~~263~~072	$	(~~1,072~~734	)	$	5545,~~177~~070	$	(~~1,092~~735	)

	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	$	25,988	$	(126	)	$	30,899	$	(116	)	$	56,887	$	(242	)
Agency mortgage-backed securities		1,265		(27	)		22,916		(1,068	)		24,181		(1,095	)
Equity investments measured at net asset value		-		-			5,076		(247	)		5,076		(247	)
Total investment securities	$	27,253	$	(153	)	$	58,891	$	(1,431	)	$	86,144	$	(1,584	)

There were no other-than-temporary impairment losses on securities during the three and ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 or ~~2017~~2018.

At ~~December~~ March 31, ~~2018~~2019, the Company had 3330 securities in an unrealized loss position. At ~~December~~ March 31, ~~2018~~2019, 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~~ March 31, ~~2018~~2019 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~~ March 31, ~~2018~~2019, 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~~ March 31, ~~2018~~2019.

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~~ March 31, ~~2018~~2019, 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 4.6630 years.

1011

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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~~nine months ended ~~December~~ March 31, ~~2018~~2019, ~~there~~the ~~were~~Company ~~$50~~recognized ~~thousand and $10 thousand of increases in~~ net unrealized gains on equity securities ~~recognized~~of in$65 ~~the~~thousand ~~consolidated~~and ~~statements~~$75 ~~of income~~thousand, respectively.

The amortized cost and fair values of available-for-sale debt securities by contractual maturity are shown below as of ~~December~~ March 31, ~~2018~~2019. 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	$	20,~~094~~062	$	20,~~003~~014
Due after one year through five years		36,~~962~~960		37,~~022~~112
Due after five years through ten years		-		-
Due after ten years		-		-
Total U.S. Government agency securities		57,~~056~~022		57,~~025~~126
Agency mortgage-backed securities		2120,~~853~~328		2119,~~107~~812
Total available-for-sale debt securities	$	7877,~~909~~350	$	7876,~~132~~938

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.:

	December 31, 2018
	March 31, 2019						June 30, 2018
	Originated		Purchased		Total		Originated		Purchased		Total
	(Dollars in thousands)
Commercial real estate	$	~~259~~278,~~451~~750	$	~~313~~304,~~261~~843	$	~~572~~583,~~712~~593	$	249,428	$	276,051	$	525,479
Commercial and industrial		~~202~~224,~~150~~332		~~788~~757		~~202~~225,~~938~~089		181,800		995		182,795
Residential real estate		75,972		16,594		92,566
SBA		63,653		-		63,653		60,156		-		60,156
Consumer		2,788		-		2,788
Residential real estate		72,026		14,726		86,752		86,202		13,926		100,128
SBA		67,282		-		67,282
Consumer		2,566		-		2,566		3,244		-		3,244
Total loans	$	~~607~~641,~~643~~327	$	~~330~~320,~~643~~326	$	~~938~~961,~~286~~653	$	580,830	$	290,972	$	871,802

	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		-		3,244
SBA		60,156		-		60,156
Total loans	$	580,830	$	290,972	$	871,802

Total loans include deferred loan origination costs, net, of $79 thousand and $223 thousand as of March 31, 2019 and June 30, 2018, respectively.

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:

	December 31, 2018
	March 31, 2019
	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
	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	$	1,141	$	247	$	-	$	1,640	$	3,028	$	72,944	$	75,972	$	2,595
Commercial real estate	$	368	$	136	$	-	$	2,522	$	3,026	$	275,724	$	278,750	$	2,643
Commercial real estate		238		309		-		2,237		2,784		256,667		259,451		2,351
Commercial and industrial		247		-		-		16		263		224,069		224,332		16
Commercial and industrial		-		-		-		40		40		202,110		202,150		40
SBA		2,128		354		-		1,614		4,096		59,557		63,653		2,172
Consumer		62		67		-		121		250		2,538		2,788		216
Residential real estate		1,504		1,143		-		1,138		3,785		68,241		72,026		2,317
SBA		1,325		62		-		1,273		2,660		64,622		67,282		1,793
Consumer		26		38		-		158		222		2,344		2,566		236
Total originated portfolio		24,~~766~~273		~~685~~1,671		-		5,~~311~~448		811,~~762~~392		~~598~~629,~~881~~935		~~607~~641,~~643~~327		67,~~995~~384
Purchased portfolio:
Residential real estate		-		-		-		202		202		16,392		16,594		202
Commercial real estate		5,651		648		-		2,291		8,590		296,253		304,843		4,795
Commercial real estate		5,363		1,205		-		2,612		9,180		304,081		313,261		4,755
Commercial and industrial		-		-		-		138		138		619		757		369
Commercial and industrial		-		-		-		139		139		649		788		394
Residential real estate		430		-		-		202		632		14,094		14,726		202
Total purchased portfolio		56,~~363~~081		~~1,205~~648		-		2,~~953~~631		9,~~521~~360		~~321~~310,~~122~~966		~~330~~320,~~643~~326		5,~~351~~366
Total loans	$	810,~~129~~354	$	12,~~890~~319	$	-	$	8,~~264~~079	$	1820,~~283~~752	$	~~920~~940,~~003~~901	$	~~938~~961,~~286~~653	$	12,~~346~~750

	June 30, 2018
	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
	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	$	493	$	181	$	-	$	1,355	$	2,029	$	84,173	$	86,202	$	3,212
Commercial real estate	$	27	$	210	$	-	$	98	$	335	$	249,093	$	249,428	$	1,428
Commercial real estate		27		210		-		98		335		249,093		249,428		1,428
Commercial and industrial		-		-		-		32		32		181,768		181,800		34
Consumer		77		82		-		19		178		3,066		3,244		134
SBA		-		-		-		831		831		59,325		60,156		1,405
Residential real estate		493		181		-		1,355		2,029		84,173		86,202		3,212
Consumer		77		82		-		19		178		3,066		3,244		134
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
Residential real estate		-		-		-		202		202		13,724		13,926		202
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.

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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 December 31, 2018
	Three Months Ended March 31, 2019
	Residential			Commercial			Commercial
	Real Estate			Real Estate			and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	~~625~~585		$	1,~~627~~551		$	~~789~~874		$	4316		$	~~597~~599	$	1,~~607~~683	$	5,~~288~~308
Provision (credit)		40(38	)		~~(76~~287	)		83(166	)		~~(24~~18	)		238		76275		~~101~~414
Recoveries		112			-			2			123			-		-		1517
Charge-offs		(8168	)		-			-0			(1513	)		-		-		(9681	)
Ending balance	$	~~585~~491		$	1,~~551~~838		$	~~874~~710		$	1624		$	~~599~~637	$	1,~~683~~958	$	5,~~308~~658

	Three Months Ended December 31, 2017
	Three Months Ended March 31, 2018
	Residential			Commercial		Commercial
	Real Estate			Real Estate		and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	~~508~~573		$	1,~~248~~312	$	~~596~~561		$	4150		$	~~310~~520	$	1,~~331~~339	$	4,~~034~~355
Provision (credit)		~~176~~33			64156		(40154	)		19(1	)		~~210~~169		8161		~~437~~364
Recoveries		12			-		52			253			-		-		317
Charge-offs		(~~112~~28	)		-		-			(357	)		-		-		(~~147~~35	)
Ending balance	$	~~573~~580		$	1,~~312~~468	$	~~561~~409		$	5045		$	~~520~~689	$	1,~~339~~500	$	4,~~355~~691

	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~~414	$	620		$	39		$	587	$	1,~~429~~542	$	4,807
Provision		139			17		246			(35	)		12		254		633
Provision (credit)		101			417		81			(18	)		50		416		1,047
Recoveries		315			7		1011			3024			-		-		5057
Charge-offs		(~~162~~230	)		-		(2	)		(1821	)		-		-		(~~182~~253	)
Ending balance	$	~~585~~491		$	1,~~551~~838	$	~~874~~710		$	1624		$	~~599~~637	$	1,~~683~~958	$	5,~~308~~658

	Six Months Ended December 31, 2017
	Nine Months Ended March 31, 2018
	Residential			Commercial		Commercial
	Real Estate			Real Estate		and Industrial			Consumer			Purchased		SBA		Total
	(Dollars in thousands)
Beginning balance	$	472		$	1,219	$	394		$	53		$	303	$	1,224	$	3,665
Provision		217			93		144			6			217		115		792
Provision (credit)		251			249		(10	)		4			386		276		1,156
Recoveries		810			-		2325			3134			-		-		6269
Charge-offs		(~~124~~153	)		-		-			(4046	)		-		-		(~~164~~199	)
Ending balance	$	~~573~~580		$	1,~~312~~468	$	~~561~~409		$	5045		$	~~520~~689	$	1,~~339~~500	$	4,~~355~~691

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

	December 31, 2018
	March 31, 2019
	Residential		Commercial		Commercial
	Real Estate		Real Estate		and Industrial		Consumer		Purchased		SBA		Total
	(Dollars in thousands)
Allowance for loan losses:
Individually evaluated	$	~~260~~184	$	~~148~~129	$	24	$	47	$	-	$	~~313~~341	$	~~727~~665
Collectively evaluated		~~325~~307		1,~~403~~709		~~872~~706		1217		-		1,~~370~~617		34,~~982~~356
ASC 310-30		-		-		-		-		~~599~~637		-		~~599~~637
Total	$	~~585~~491	$	1,~~551~~838	$	~~874~~710	$	1624	$	~~599~~637	$	1,~~683~~958	$	5,~~308~~658
Loans:
Individually evaluated	$	4,~~856~~546	$	3,~~434~~765	$	406,916	$	~~270~~286	$	-	$	34,~~642~~019	$	1219,~~242~~532
Collectively evaluated		7167,~~116~~480		~~256~~274,~~017~~985		~~202~~217,~~110~~416		2,~~518~~280		-		6359,~~640~~634		~~595~~621,~~401~~795
ASC 310-30		-		-		-		-		~~330~~320,~~643~~326		-		~~330~~320,~~643~~326
Total	$	7572,~~972~~026	$	~~259~~278,~~451~~750	$	~~202~~224,~~150~~332	$	2,~~788~~566	$	~~330~~320,~~643~~326	$	6763,~~282~~653	$	~~938~~961,~~286~~653

	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~~275		612		33		-		1,~~317~~430		3,633
ASC 310-30		-		-		-		-		587		-		587
Total	$	605	$	1,~~527~~414	$	620	$	39	$	587	$	1,~~429~~542	$	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.

	December 31, 2018						June 30, 2018
	March 31, 2019						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	$	2,782	$	2,766	$	-	$	3,162	$	3,154	$	-
Commercial real estate	$	2,707	$	2,697	$	-	$	1,445	$	1,438	$	-
Commercial real estate		2,369		2,364		-		1,445		1,438		-
Commercial and industrial		13		13		-		-		-		-
Commercial and industrial		12		12		-		-		-		-
SBA		2,272		2,272		-		2,597		2,597		-
Consumer		252		275		-		271		296		-
Residential real estate		2,688		2,669		-		3,162		3,154		-
SBA		1,920		1,920		-		2,597		2,597		-
Consumer		264		288		-		271		296		-
Purchased:
Commercial real estate		7,949		10,545		-		6,601		9,330		-
Commercial and industrial		79		157		-		108		186		-
Residential real estate		202		217		-		202		217		-
Commercial real estate		6,456		8,782		-		6,601		9,330		-
Total		16,174		18,858		-		14,386		17,218		-
Commercial and industrial		85		163		-		108		186		-
Total		14,078		16,499		-		14,386		17,218		-
Impaired loans with a valuation allowance:
Originated:
Residential real estate		2,074		2,146		260		2,520		2,497		322
Commercial real estate		1,058		1,050		129		1,242		1,234		139
Commercial real estate		1,065		1,057		148		1,242		1,234		139
Commercial and industrial		6,903		6,904		4		33		33		8
Commercial and industrial		28		28		2		33		33		8
SBA		1,747		1,747		340		573		573		112
Consumer		18		19		4		21		22		6
Residential real estate		1,858		1,843		185		2,520		2,497		322
SBA		1,722		1,722		313		573		573		112
Consumer		22		23		7		21		22		6
Purchased:
Residential real estate		-		-		-		-		-		-
Commercial real estate		3,411		3,817		245		4,748		5,362		280
Commercial real estate		3,587		3,856		240		4,748		5,362		280
Commercial and industrial		383		443		338		349		407		307
Commercial and industrial		404		463		359		349		407		307
Total		15,382		15,827		1,248		9,486		10,128		1,174
Total		8,898		9,291		1,326		9,486		10,128		1,174
Total impaired loans	$	31,556	$	34,685	$	1,248	$	23,872	$	27,346	$	1,174
Total impaired loans	$	22,976	$	25,790	$	1,326	$	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 December 31,
	Three Months Ended March 31,
	2018					2017
	2019					2018
	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,~~907~~735	$	122		$	3,~~992~~567	$	3811
Commercial real estate		12,~~816~~538		(32	)		2,~~454~~887		186
Commercial and industrial		1513		-			-		-
Consumer		~~266~~258		1(2	)		~~285~~270		72
SBA		12,~~878~~096		4911			1,~~794~~746		21
Purchased:
Residential real estate		202		-			~~566~~54		-
Commercial real estate		67,~~419~~203		6883			9,~~814~~717		~~102~~21
Commercial and industrial		9082		-			2622		-
Total		1315,~~593~~127		~~127~~92			18,~~931~~263		~~150~~121
Impaired loans with a valuation allowance:
Originated:
Residential real estate		21,~~090~~966		3110			12,~~904~~427		4260
Commercial real estate		1,~~171~~062		1916			1,~~388~~369		2714
Commercial and industrial		293,466		-137			4438		2-
Consumer		4020		-			3238		1-
SBA		1,~~736~~735		1(15	)		~~806~~759		-8
Purchased:
Residential real estate		-		-			83166		1-
Commercial real estate		3,~~994~~499		2451			4,~~108~~756		3884
Commercial and industrial		~~381~~394		1-			~~228~~359		3-
Total		912,~~441~~142		76199			89,~~593~~912		~~114~~166
Total impaired loans	$	2327,~~034~~269	$	~~203~~291		$	2728,~~524~~175	$	~~264~~287

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2018					2017
	2019					2018
	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~~833	$	3133		$	43,~~012~~830	$	7485
Commercial real estate		12,~~692~~113		-(2	)		12,~~756~~140		94180
Commercial and industrial		1014		-			-		-
Consumer		~~267~~265		31			~~273~~271		1315
SBA		2,~~118~~009		89100			1,~~819~~798		3940
Purchased:
Residential real estate		202		-			~~729~~561		-
Commercial real estate		6,~~479~~929		~~127~~210			9,~~441~~292		~~182~~203
Commercial and industrial		9686		-			2826		-
Total		1314,~~856~~451		~~250~~342			1817,~~058~~918		~~402~~523
Impaired loans with a valuation allowance:
Originated:
Residential real estate		2,~~233~~013		5464			12,~~811~~020		63123
Commercial real estate		1,~~195~~134		4157			1,~~392~~382		4963
Commercial and industrial		302,320		-137			3031		3
Consumer		3334		-			3637		2
SBA		1,~~348~~739		7(8	)		~~811~~790		311
Purchased:
Residential real estate		-		-			5583		1
Commercial real estate		43,~~245~~800		55106			34,~~915~~145		65149
Commercial and industrial		~~370~~381		1			~~183~~227		3
Total		911,~~454~~421		~~158~~357			8,~~233~~715		~~189~~355
Total impaired loans	$	2325,~~310~~872	$	~~408~~699		$	26,~~291~~633	$	~~591~~878

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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.

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

December 31, 2018

March 31, 2019

Originated Portfolio

Commercial

Purchased

Real Estate

and Industrial

SBA

Residential(1)

Portfolio

Total

(Dollars in thousands)

Loans rated 1- 6

~~255~~274,~~540~~791

~~201~~217,~~858~~162

6056,~~248~~188

14,~~583~~434

~~318~~311,~~693~~716

~~850~~874,~~922~~291

Loans rated 7

1,~~521~~237

-6,902

5,~~100~~244

9337

62,~~467~~943

1316,~~181~~363

Loans rated 8

2,~~390~~722

~~292~~268

12,~~934~~221

~~812~~711

5,~~483~~667

1011,~~911~~589

Loans rated 9

Loans rated 10

Total

~~259~~278,~~451~~750

~~202~~224,~~150~~332

6763,~~282~~653

15,~~488~~182

~~330~~320,~~643~~326

~~875~~902,~~014~~243

	June 30, 2018
	Originated Portfolio
	Commercial		Commercial						Purchased
	Real Estate		and Industrial		SBA		Residential(1)		Portfolio		Total
	(Dollars in thousands)
Loans rated 1- 6	$	246,107	$	181,515	$	54,730	$	13,403	$	279,111	$	774,866
Loans rated 7		1,821		-		3,882		100		5,899		11,702
Loans rated 8		1,500		285		1,544		823		5,962		10,114
Loans rated 9		-		-		-		-		-		-
Loans rated 10		-		-		-		-		-		-
Total	$	249,428	$	181,800	$	60,156	$	14,326	$	290,972	$	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 December 31,								Six Months Ended December 31,
	Three Months Ended March 31,								Nine Months Ended March 31,
	2018				2017				2018				2017
	2019				2018				2019				2018
	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	$	20174		-1	$	-16		24	$	20194		12	$	1834
Adjusted interest rate		-		-		1-		15-		-		-		1		15
Rate and maturity		1-		-		3-		~~2,263~~-		4		170		3		2,263
Principal deferment		-		-		24		~~283~~2,418		-		-		37		~~938~~3,356
		3	$	20		6	$	2,561		6	$	190		8	$	3,234
Court ordered concession		-		-		1		94		-		-		1		94
		2	$	174		6	$	2,528		8	$	364		14	$	5,762

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

	Three Months Ended December 31,
	Three Months Ended March 31,
	2018						2017
	2019						2018
			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		-	$	-	$	-		2	$	29577	$	30577
Commercial real estate		-2		-174		-174		23		21,~~079~~224		21,~~140~~230
Commercial and industrial		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total originated portfolio		-2		-174		-174		45		21,~~108~~801		21,~~170~~807
Purchased portfolio:
Residential real estate		-		-		-		-		-		-
Commercial real estate		-		-		-		1		~~123~~696		~~123~~721
Commercial and industrial		3-		20-		20-		1-		~~268~~-		~~268~~-
Total purchased portfolio		3-		20-		20-		21		~~391~~696		~~391~~721
Total		32	$	20174	$	20174		6	$	2,~~499~~497	$	2,~~561~~528

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2018						2017
	2019						2018
			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		35	$	47624	$	48625
Commercial real estate		-2		-174		-174		25		23,~~079~~303		23,~~140~~370
Commercial and industrial		-		-		-		1		655		655
Consumer		-		-		-		-		-		-
Total originated portfolio		35		~~170~~344		~~170~~344		611		24,~~781~~582		24,~~843~~650
Purchased portfolio:
Residential real estate		-		-		-		-		-		-
Commercial real estate		-		-		-		12		~~123~~820		~~123~~844
Commercial and industrial		3		20		20		1		268		268
Total purchased portfolio		3		20		20		23		~~391~~1,088		~~391~~1,112
Total		68	$	~~190~~364	$	~~190~~364		814	$	35,~~172~~670	$	35,~~234~~762

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~~nine months ended ~~December~~ March 31, ~~2018~~2019. As of ~~December~~ March 31, ~~2018~~2019, there were no further commitments to lend to borrowers associated with loans modified in a TDR.

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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 December 31, 2018			Three Months Ended December 31, 2017
	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
	(Dollars in thousands)
Contractually required payments receivable	$	605,~~028~~491		$	4951,~~408~~602
Nonaccretable difference		(~~875~~25	)		(~~1,667~~841	)
Cash flows expected to be collected		595,~~153~~466			4750,~~741~~761
Accretable yield		(~~9,819~~862	)		(1217,~~939~~740	)
Fair value of loans acquired	$	494,~~334~~604		$	3433,~~802~~021

	Six Months Ended December 31, 2018			Six Months Ended December 31, 2017
	Nine Months Ended March 31, 2019			Nine Months Ended March 31, 2018
	(Dollars in thousands)
Contractually required payments receivable	$	~~121~~127,~~568~~059		$	55106,~~320~~922
Nonaccretable difference		(1,~~049~~074	)		(12,~~824~~665	)
Cash flows expected to be collected		~~120~~125,~~519~~985			53104,~~496~~257
Accretable yield		(3637,~~382~~244	)		(1532,~~043~~783	)
Fair value of loans acquired	$	8488,~~137~~741		$	3871,~~453~~474

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 December 31, 2018		As of and for the Six Months Ended December 31, 2018
	As of and for the Three Months Ended March 31, 2019		As of and for the Nine Months Ended March 31, 2019
	(Dollars in thousands)
Loans acquired during the period	$	-	$	-
Loans at end of period		4,~~908~~950		4,~~908~~950

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

	Three Months Ended December 31, 2018			Three Months Ended December 31, 2017
	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
	(Dollars in thousands)
Beginning balance	$	152,~~794~~835		$	~~122~~124,~~923~~903
Acquisitions		~~9,819~~862			1217,~~939~~740
Accretion		(56,~~648~~017	)		(4,~~244~~476	)
Reclassifications from non-accretable difference to accretable yield		~~410~~256			~~1,095~~790
Disposals and other changes		(4,~~540~~848	)		(7,~~810~~750	)
Ending balance	$	~~152~~143,~~835~~088		$	~~124~~131,~~903~~207

	Six Months Ended December 31, 2018			Six Months Ended December 31, 2017
	Nine Months Ended March 31, 2019			Nine Months Ended March 31, 2018
	(Dollars in thousands)
Beginning balance	$	138,178		$	131,197
Acquisitions		3637,~~382~~244			1532,~~043~~783
Accretion		(1117,~~181~~198	)		(813,~~669~~145	)
Reclassifications from non-accretable difference to accretable yield		~~988~~1,244			45,~~523~~313
Disposals and other changes		(1116,~~532~~380	)		(1724,~~191~~941	)
Ending balance	$	~~152~~143,~~835~~088		$	~~124~~131,~~903~~207

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

	December 31, 2018		June 30, 2018
	March 31, 2019		June 30, 2018
	(Dollars in thousands)
Unpaid principal balance	$	~~361~~347,~~741~~432	$	318,876
Carrying amount		~~324~~313,~~890~~886		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~~ March 31, ~~2018~~2019 and June 30, 2018 totaled $2.9 million and $3.0 million, respectively, and are classified as loan servicing rights, net, on the consolidated balance sheets.

Mortgage loans sold during the three months ended ~~December~~ March 31, ~~2018~~2019 totaled $7.78 million, compared to $1716.64 million during the three months ended ~~December~~ March 31, ~~2017~~2018. Mortgage loans sold during the ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 totaled $2028.97 million, compared to $3653.71 million during the ~~six~~nine months ended ~~December~~ March 31, ~~2017~~2018. Mortgage loans serviced for others totaled $7.73 million at ~~December~~ March 31, ~~2018~~2019 and $8.7 million at June 30, 2018. Additionally, the Company was servicing commercial loans participated out to various other institutions amounting to $2322.79 million and $32.2 million at ~~December~~ March 31, ~~2018~~2019 and June 30, 2018, respectively.

SBA loans sold during the three months ended ~~December~~ March 31, ~~2018~~2019 totaled $126.87 million, compared to $35.48 million during the three months ended ~~December~~ March 31, ~~2017~~2018. SBA loans sold during the ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 totaled $2531.28 million, compared to $1218.54 million during the ~~six~~nine months ended ~~December~~ March 31, ~~2017~~2018. SBA loans serviced for others totaled $~~174~~172.76 million at ~~December~~ March 31, ~~2018~~2019 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 $~~101~~185 thousand and $~~234~~196 thousand for the three months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018, respectively, and were included as a component of loan-related fees within noninterest income. Contractually specified servicing fees were $~~349~~533 thousand and $~~497~~693 thousand for the ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018, respectively.

The significant assumptions used in the valuation of the servicing rights as of March 31, 2019 included a range of discount rates from 87.82% to 1721.74% and a weighted average prepayment speed assumption of 1213.45%.

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 December 31,				Six months Ended December 31,
	Three months Ended March 31,				Nine months Ended March 31,
	2018		2017		2018		2017
	2019		2018		2019		2018
	(In thousands, except share and per share data)
Net income	$	54,~~125~~828	$	3,~~304~~932	$	914,~~659~~487	$	711,~~890~~822
Weighted average shares used in calculation of basic EPS		9,~~048~~044,~~397~~230		8,~~924~~927,~~495~~544		9,~~022~~029,~~161~~409		8,~~883~~897,~~003~~633
Incremental shares from assumed exercise of dilutive securities		153,~~160~~847		~~243~~215,~~589~~633		~~170~~164,~~482~~937		~~246~~235,~~007~~882
Weighted average shares used in calculation of diluted EPS		9,~~201~~198,~~557~~077		9,~~168~~143,~~084~~177		9,~~192~~194,~~643~~346		9,~~129~~133,~~010~~515
Basic earnings per common share	$	0.5753	$	0.3744	$	1.0760	$	01.8933
Diluted earnings per common share	$	0.5652	$	0.3643	$	1.0558	$	01.8629

For the three and ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018, no stock options were excluded from the calculation of diluted EPS.

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~~ March 31, ~~2018~~2019, the Company had posted cash collateral totaling $12.01 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.

December 31, 2018
March 31, 2019
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		2.8060	%		3.38	%		n/a		$	(~~393~~567	)	$	(~~393~~567	)	Other Liabilities
	5,000	July 2013	July 2028	3 Mo. LIBOR		2.8060	%		3.23	%		n/a			(~~247~~371	)		(~~247~~371	)	Other Liabilities
	5,000	July 2013	July 2023	3 Mo. LIBOR		2.8060	%		2.77	%		n/a			(51107	)		(51107	)	Other Liabilities
Forward-starting interest rate swaps:
	6,000	February 2018	September 2029	3 Mo. LIBOR		5.6050	%		5.88	%		n/a			(~~212~~380	)		(~~212~~380	)	Other Liabilities
	10,000	February 2018	February 2030	3 Mo. LIBOR		4.6949	%		4.98	%		n/a			(~~346~~626	)		(~~346~~626	)	Other Liabilities
Interest rate caps:
	6,000	October 2014	September 2019	3 Mo. LIBOR		n/a			n/a			2.50	%		(2919	)		123		Other Assets
	10,000	March 2015	February 2020	3 Mo. LIBOR		n/a			n/a			2.50	%		(6563	)		279		Other Assets
$	47,000													$	(12,~~343~~133	)	$	(12,~~210~~039	)

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			15			15		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			n/a			2.50	%		(91	)		15		Other Assets
	10,000		March 2015	February 2020	3 Mo. LIBOR		n/a			n/a			2.50	%		(83	)		49		Other Assets
$	47,000														$	(827	)	$	(589	)

During the three and ~~six~~nine months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018, 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~~nine months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018 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 December 31,
	Three Months Ended March 31,
	2018									2017
	2019									2018
	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	$	~~633~~365		$	~~171~~99		$	~~462~~266		$	(~~297~~431	)	$	(~~113~~116	)	$	(~~184~~315	)
Change in accumulated loss on effective cash flow hedges		(~~1,104~~830	)		(~~298~~223	)		(~~806~~607	)		~~160~~179			6048			~~100~~131
Reclassification adjustment for losses included in net income		3840			1011			2829			26			108			1618
Total derivatives and hedging activities		(~~1,066~~790	)		(~~288~~212	)		(~~778~~578	)		~~186~~205			7056			~~116~~149
Total other comprehensive loss	$	(~~433~~425	)	$	(~~117~~113	)	$	(~~316~~312	)	$	(~~111~~226	)	$	(4360	)	$	(68166	)

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2018									2017
	2019									2018
	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~~925		$	~~152~~251		$	~~408~~674		$	(~~175~~605	)	$	(68140	)	$	(~~107~~465	)
Change in accumulated loss on effective cash flow hedges		(~~623~~1,453	)		(~~170~~393	)		(~~453~~1,060	)		~~181~~362			6882			~~113~~280
Reclassification adjustment for losses included in net income		~~107~~147			2940			78107			4973			1918			3055
Total derivatives and hedging activities		(~~516~~1,306	)		(~~141~~353	)		(~~375~~953	)		~~230~~435			87100			~~143~~335
Total other comprehensive income	$	44(381	)	$	11(102	)	$	33(279	)	$	55(170	)	$	19(40	)	$	36(130	)

Accumulated other comprehensive loss is comprised of the following:

	December 31, 2018			June 30, 2018
	March 31, 2019			June 30, 2018
	(Dollars in thousands)
Unrealized loss on investment securities	$	(777	)	$	(1,584	)
Unrealized loss on available-for-sale securities	$	(412	)	$	(1,584	)
Tax effect		~~210~~110			428
After tax amount		(~~567~~302	)		(1,156	)
Unrealized loss on cash flow hedges		(12,~~343~~133	)		(827	)
Tax effect		~~362~~575			222
After tax amount		(~~981~~1,558	)		(605	)
Accumulated other comprehensive loss	$	(1,~~548~~860	)	$	(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:

	December 31, 2018		June 30, 2018
	March 31, 2019		June 30, 2018
	(Dollars in thousands)
Commitments to grant loans	$	617,~~128~~672	$	20,431
Unfunded commitments under lines of credit		2333,~~829~~338		29,478
Standby letters of credit		32,~~183~~383		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 $52 thousand recorded in other liabilities at both December 31, 2018 and June 30, 2018.23

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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. 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.

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.

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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.

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.

	December 31, 2018
	March 31, 2019
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Assets	(Dollars in thousands)
Assets
Available-for-sale debt securities:
U.S. Government agency securities	$	57,~~025~~126	$	-	$	57,~~025~~126	$	-
Agency mortgage-backed securities		2119,~~107~~812		-		2119,~~107~~812		-
Equity investments measured at net asset value(1)		6,~~711~~819		-		-		-
Other assets – interest rate caps		3912		-		3912		-
Liabilities
Other liabilities – interest rate swaps	$	12,~~249~~051	$	-	$	12,~~249~~051	$	-

	June 30, 2018
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Assets	(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.

December 31, 2018

March 31, 2019

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Collateral dependent impaired loans

21,~~408~~802

Real estate owned and other repossessed collateral

12,~~463~~014

Servicing rights, net

2,~~934~~943

	June 30, 2018
	Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Collateral dependent impaired loans	$	1,917	$	-	$	-	$	1,917
Real estate owned and other repossessed collateral		2,233		-		-		2,233
Servicing rights, net		2,970		-		-		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
	December 31, 2018		June 30, 2018		Valuation Technique
	March 31, 2019		June 30, 2018		Valuation Technique
	(Dollars in thousands)
Collateral dependent impaired loans	$	21,~~408~~802	$	1,917	Appraisal of collateral(1)
Real estate owned and other repossessed collateral		12,~~463~~014		2,223	Appraisal of collateral(1)
Servicing rights, net		2,~~934~~943		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 0% 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 101.67% to 1218.49%. For discount rates, the range was 87.82% to 1721.74%.

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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~~nine months ended ~~December~~ March 31, ~~2018~~2019 and ~~2017~~2018.

	Three Months Ended December 31,						Six Months Ended December 31,
	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
	2019			2018			2019			2018
	(In thousands)
Collateral dependent impaired loans	$	(223	)	$	(~~328~~163	)	$	(~~234~~281	)	$	(~~351~~657	)
Real estate owned and other repossessed collateral		~~(25~~-	)		45-			(2564	)		45
Loan servicing rights		~~(31~~94	)		~~110~~(140	)		(~~138~~44	)		~~110~~(30	)
Total	$	~~(78~~91	)	$	(~~173~~303	)	$	(~~397~~389	)	$	(~~196~~642	)

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

Carrying

Fair Value Measurements at ~~December~~March 31, ~~2018~~2019

Amount

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Financial assets:

Cash and cash equivalents

~~137~~152,~~616~~853

Available-for-sale debt securities

7876,~~132~~938

Equity investments measured at net asset value(1)

6,~~711~~819

Federal Home Loan Bank stock

1,~~652~~258

Loans held for sale

1,~~799~~276

Loans, net

~~932~~955,~~978~~995

~~930~~954,~~578~~975

Accrued interest receivable

23,~~987~~320

Interest rate caps

3912

Financial liabilities:

Deposits

~~985~~1,~~591~~016,624

~~984~~1,~~047~~016,348

Federal Home Loan Bank advances

15,000

15,~~000~~001

Capital lease obligation

~~466~~395

~~473~~400

Subordinated debt

24,~~128~~217

2627,~~423~~330

Interest rate swaps

12,~~249~~051

	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	$	157,402	$	157,402	$	-	$	-
Available-for-sale debt securities		81,068		81,068		-		81,068		-
Equity investments measured at net asset value⁽¹⁾		6,619		6,619		-		-		-
Federal Home Loan Bank stock		1,652		1,652		-		1,652		-
Loans held for sale		7,155		7,155		-		7,155		-
Loans, net		866,995		868,730		-		-		868,730
Accrued interest receivable		2,528		2,528		-		2,528		-
Interest rate caps		64		64		-		64		-
Interest rate swaps		15		15				15

Financial liabilities:
Deposits		954,940		953,216		-		953,216		-
Federal Home Loan Bank advances		15,000		15,000		-		15,000		-
Capital lease obligation		605		619		-		619		-
Subordinated debt		23,958		25,961		-		-		25,961
Interest rate swaps		668		668		-		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.

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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 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 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 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 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 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. The Company and the Bank are currently in compliance with all commitments to the Federal Reserve. The Company’s compliance ratios at December 31, 2018 follow:

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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	%

Condition	Ratios as of March 31, 2019
(i) Tier 1 leverage capital ratio		13.58	%
(ii) Total capital ratio		19.33	%
(iii) Ratio of purchased loans to total loans, including loans held for sale		33.27	%
(iv) Ratio of loans to core deposits (1)		94.19	%
(v) Ratio of non-owner occupied commercial real estate loans to total capital (2)		251.02	%

(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.

On 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~~FRB ~~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~~compliance ~~manner,~~with ~~but~~FDIC ~~may~~policy ~~permit~~on ~~more~~commercial ~~growth~~real inestate ~~the~~concentration ~~Bank’s loan portfolio as compared to operating under the existing commitments~~risk.

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

●

Maintain a Tier 1 leverage ratio of at least 10%, which is unchanged from the requirement in the commitments to the 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%).; and

A● ~~requirement~~Hold tocommercial ~~hold~~real ~~non-owner~~estate loans (excluding owner-occupied commercial real estate) ~~loans~~ to within ~~300~~500% of ~~total~~Total capital ~~will~~(as ~~not~~opposed ~~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~~).

AsThese ofnewly ~~December~~established ~~31,~~standards ~~2018,~~are ~~the~~designed ~~Company,~~to onhelp aensure ~~consolidated~~the ~~basis,~~Bank ~~had~~will ~~total~~continue ~~assets~~to ofoperate ~~$1.2~~in ~~billion,~~a ~~total~~safe ~~deposits~~and ofsound ~~$985.6 million~~manner, ~~and~~but ~~shareholders’~~may ~~equity~~permit ofmore ~~$148.5~~growth ~~million.~~in ~~The~~the ~~Company~~Bank’s ~~gathers~~loan ~~retail~~portfolio ~~deposits~~as ~~through~~compared ~~its~~to ~~banking~~operating ~~offices~~under inthe ~~Maine~~existing ~~and the~~commitments. ~~Bank's online~~The ~~affinity~~Maine ~~deposit~~Bureau ~~program,~~of ~~ableBanking;~~Financial ~~originates~~Institutions’ ~~loans~~order ~~through~~approving ~~the~~FHB ~~Bank~~Formation LLC’s ~~Community~~acquisition ~~Banking~~of ~~Division;~~the ~~originates~~Company ~~SBA~~in ~~and~~December ~~United States Department~~ of ~~Agriculture~~2010 ~~loans~~requires ~~through~~ the Bank’s ~~SBA~~to ~~Division;~~maintain ~~and~~a ~~purchases~~Tier ~~and~~1 ~~originates~~leverage ~~commercial~~ratio ~~loans~~of ~~through~~not ~~the~~less ~~Bank’s~~than ~~LASG~~8.5% ~~The~~and ~~Community~~a ~~Banking~~Total ~~Division,~~capital ~~with~~ratio ~~ten~~of ~~full-service~~not ~~branches,~~less ~~operates~~than ~~from~~13.5%. ~~the~~These ~~Bank’s~~conditions ~~headquarters~~will incontinue ~~Lewiston,~~to ~~Maine.~~apply ~~LASG, ableBanking,~~to ~~and~~ the ~~SBA~~Bank ~~Division operate from the~~whether ~~Company's offices~~or innot ~~Boston,~~the ~~Massachusetts~~Reorganization is completed.

On March 11, 2019, the Company announced that the Bank received approval from the FDIC for the Reorganization. The Reorganization remains subject to various closing conditions including, among others, (i) approval by the holders of the outstanding shares of the Company’s capital stock entitled to vote on the Reorganization, (ii) receipt of all remaining required regulatory approvals, including approval of the Bank’s stock issuance and amended and restated articles of incorporation and bylaws by the Maine Bureau of Financial Institutions, and (iii) approval for listing on NASDAQ of the Bank’s voting common stock.

As of March 31, 2019, the Company, on a consolidated basis, had total assets of $1.2 billion, total deposits of $1.0 billion, and shareholders’ equity of $153.2 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 Small Business Administration (“SBA”) and United States Department of Agriculture (“USDA”) loans through the Bank’s SBA Division; and purchases and originates commercial loans through the Bank’s Loan Acquisition and Servicing Group (“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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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.

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~~nine months ended ~~December~~March 31, ~~2018~~2019.

Overview

Net interest and dividend income before provision for loan losses increased by $31.29 million to $15.60 million for the quarter ended ~~December~~March 31, ~~2018~~2019, compared to $1213.41 million for the quarter ended ~~December~~March 31, ~~2017~~2018. The increase was primarily due to higher yields and higher average balances in the loan portfolio. These increases were partially offset by higher funding costs and higher average deposit balances.

Noninterest income ~~increased~~decreased by $~~317~~16 thousand for the quarter ended ~~December~~March 31, ~~2018~~2019, compared to the quarter ended ~~December~~March 31, 2017, principally due to an increase in gain on sale of SBA loans of $601 thousand, due to larger guarantee balances sold in the 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 thousand2018.

Noninterest expense increased by $~~1.3~~777 ~~million~~thousand for the quarter ended ~~December~~March 31, ~~2018~~2019 compared to the quarter ended ~~December~~March 31, ~~2017~~2018, primarily due to an increase in salaries and employee benefits expense. This increase resulted from increases in base salary, stock-based compensation expense, incentive compensation, and a decrease in deferred salaries expense. The increase also resulted from an increase in loan acquisition and collection expense, largely driven by increased loan expenses and collection expenses incurred on the ~~following:~~purchased loan payoffs and real estate owned during the quarter.

●Income Antax ~~increase~~expense inincreased ~~salaries~~by ~~and~~$160 ~~employee~~thousand ~~benefits~~to ~~expense~~$1.9 million, or an effective tax rate of 28.3%, for the quarter ended March 31, 2019, compared to $~~526~~1.7 ~~thousand~~million, or an effective tax rate of 30.7%, for the quarter ended March 31, 2018. The increase in income tax expense was due to the increase in pre-tax earnings. The decrease in effective tax rate was primarily due to ~~increases~~the decrease in ~~base~~the ~~salary,~~federal ~~stock-based~~corporate ~~compensation~~income ~~expense~~tax rate to 21.0% for the quarter ended March 31, ~~incentive~~2019, ~~compensation~~as compared to the blended federal corporate income tax rate of 28.0% for the quarter ended March 31, ~~and~~2018, partially offset by a decrease in ~~deferred~~excess ~~salaries~~tax ~~expense;~~benefits recognized in the current period.

● 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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Financial Condition

Overview

As of ~~December~~March 31, ~~2018~~2019, total assets were $1.2 billion, an increase of $3673.47 million, or 36.14%, 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~~nine months ended ~~December~~March 31, ~~2018~~2019:

Loan Portfolio Changes

Three Months Ended December 31, 2018

Three Months Ended March 31, 2019

December 31, 2018 Balance

September 30, 2018 Balance

Change ($)

Change (%)

March 31, 2019 Balance

December 31, 2018 Balance

Change ($)

Change (%)

(Dollars in thousands)

LASG Purchased

~~330~~320,~~643~~326

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

30(10,~~095~~317

)

10(3.0112%

LASG Originated

~~435~~478,~~817~~020

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

2742,~~995~~203

69.8668

SBA

6763,~~282~~653

67,~~212~~282

70(3,629

)

0(5.1039%

Community Banking

~~104~~99,~~544~~654

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

(74,~~070~~890

)

(64.3368%

Total

~~938~~961,~~286~~653

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

5123,~~090~~367

52.7649

	Six Months Ended December 31, 2018
	Nine Months Ended March 31, 2019
	December 31, 2018 Balance		June 30, 2018 Balance		Change ($)			Change (%)
	March 31, 2019 Balance		June 30, 2018 Balance		Change ($)			Change (%)
	(Dollars in thousands)
LASG Purchased	$	~~330~~320,~~643~~326	$	290,972	$	3929,~~671~~354			1310.6309	%
LASG Originated		~~435~~478,~~817~~020		397,363		3880,~~454~~657			920.6830	%
SBA		6763,~~282~~653		60,156		73,~~126~~497			115.8581	%
Community Banking		~~104~~99,~~544~~654		123,311		(1823,~~767~~657	)		(1519.2218%	%)
Total	$	~~938~~961,~~286~~653	$	871,802	$	6689,~~484~~851			710.6331	%

Loans generated by the Bank's LASG for the quarter ended ~~December~~March 31, ~~2018~~2019 totaled $~~113~~89.51 million, which consisted of $~~49.~~4.6 million of purchased loans, at an average price of 9398.75% of unpaid principal balance, and $6484.15 million of originated loans. The Bank's SBA Division closed ~~$13.8 million~~ and funded $136.14 million of new loans during the quarter ended ~~December~~March 31, ~~2018~~2019. In addition, the Company sold $126.87 million of the guaranteed portion of SBA loans in the secondary market, of which $74.68 million were originated in the current quarter and $51.29 million were originated in prior quarters. Residential loan production sold in the secondary market totaled $7.78 million for the quarter ~~ended December 31, 2018~~.

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~~March 31, ~~2018~~2019
		(Dollars in millions)
Total Loans	Purchased loans may not exceed 40% of total loans	$	75108.71
Regulatory Capital	Non-owner occupied commercial real estate loans may not exceed 300% of total capital		~~102~~90.81

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~~Reorganization. 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.

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

●

Maintain a Tier 1 leverage ratio of at least 10%, which is unchanged from the requirement in the commitments to the 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%);

●

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

●

Hold commercial real estate loans (excluding owner-occupied commercial real estate) to within 500% of Total capital (as opposed to 300%).

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. The Maine Bureau of Financial Institutions’ order approving FHB Formation LLC’s acquisition of the Company in December of 2010 requires the Bank to maintain a Tier 1 leverage ratio of not less than 8.5% and a Total capital ratio of not less than 13.5%. These conditions will continue to apply to the Bank whether or not the Reorganization is completed.

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An overview of the Bank’s LASG portfolio follows:

	LASG Portfolio
	Three Months Ended December 31,
	Three Months Ended March 31,
	2018									2017
	2019									2018
	Purchased			Originated			Total LASG			Purchased			Originated			Total LASG
	(Dollars in thousands)
Loans purchased or originated during the period:
Unpaid principal balance	$	524,~~672~~675		$	6484,~~117~~546		$	~~116~~89,~~789~~221		$	38,~~205~~493		$	4472,~~285~~894		$	82111,~~490~~387
Net investment basis		494,~~334~~604			6484,~~117~~546			~~113~~89,~~451~~150			3433,~~802~~021			4472,~~285~~894			79105,~~087~~915
Loan returns during the period:
Yield		109.3049	%		7.6187	%		8.7556	%		11.0029	%		6.4983	%		8.3165	%
Total Return on Purchased Loans (1)		10.3022	%		7.6187	%		8.7587	%		1112.0016	%		6.4983	%		89.3100	%

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2018									2017
	2019									2018
	Purchased			Originated			Total LASG			Purchased			Originated			Total LASG
	(Dollars in thousands)
Loans purchased or originated during the period:
Unpaid principal balance	$	8994,~~748~~423		$	~~135~~219,~~253~~348		$	~~225~~313,~~001~~771		$	4281,~~523~~016		$	85157,~~064~~958		$	~~127~~238,~~587~~974
Net investment basis		8488,~~137~~741			~~135~~219,~~253~~348			~~219~~308,~~390~~089			3871,~~453~~474			85157,~~064~~958			~~123~~229,~~517~~432
Loan returns during the period:
Yield		9.8875	%		7.5364	%		8.5354	%		11.6553	%		6.4256	%		8.5860	%
Total Return on Purchased Loans (1)		910.8800	%		7.5364	%		8.5365	%		11.6582	%		6.4256	%		8.5872	%
Total loans as of period end:
Unpaid principal balance	$	~~368~~354,~~345~~655		$	~~435~~478,~~817~~020		$	~~804~~832,~~162~~675		$	~~276~~289,~~440~~852		$	~~346~~381,~~874~~990		$	~~623~~671,~~314~~842
Net investment basis		~~330~~320,~~643~~326			~~435~~478,~~817~~020			~~766~~798,~~460~~346			~~244~~254,~~177~~700			~~346~~381,~~874~~990			~~591~~636,~~051~~690

(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. See reconciliation in below table entitled “Total Return on Purchased Loans.”

Assets

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

Cash and cash equivalents were $~~137~~152.69 million as of ~~December~~March 31, ~~2018~~2019, a decrease of $194.85 million, or 122.69%, from $157.4 million at June 30, 2018. The decrease is primarily due to the increase in loans, partially offset by the increase in deposits in the period.

Investment securities totaled $8483.8 million as of ~~December~~March 31, ~~2018~~2019, compared to $87.7 million as of June 30, 2018, representing a decrease of $23.89 million, or 34.25%, 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 $5.12 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 $1.56 million in a CRA qualified fund that primarily invests in the federally guaranteed portion of SBA 7(a) loans. At ~~December~~March 31, ~~2018~~2019, no securities were pledged for outstanding borrowings.

Loans

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

	December 31, 2018
	Community Banking Division		LASG		SBA Division		Total		Percent of Total
	(Dollars in thousands)
Originated loans:
Residential real estate	$	66,248	$	9,724	$	-	$	75,972		8.10	%
Commercial real estate: non-owner occupied		17,049		156,158		36,597		209,804		22.36	%
Commercial real estate: owner occupied		10,100		76,144		24,130		110,374		11.76	%
Commercial and industrial		8,359		193,791		6,555		208,705		22.24	%
Consumer		2,788		-		-		2,788		0.30	%
Total originated loans		104,544		435,817		67,282		607,643		64.76	%
Purchased loans:
Residential real estate		-		16,594		-		16,594		1.77	%
Commercial real estate: non-owner occupied		-		187,558		-		187,558		19.99	%
Commercial real estate: owner occupied		-		125,703		-		125,703		13.40	%
Commercial and industrial		-		788		-		788		0.08	%
Total purchased loans		-		330,643		-		330,643		35.24	%
Total loans	$	104,544	$	766,460	$	67,282	$	938,286		100.00	%

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Loans

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

	March 31, 2019
	Community Banking Division		LASG		SBA Division		Total		Percent of Total
	(Dollars in thousands)
Originated loans:
Residential real estate	$	62,294	$	9,732	$	-	$	72,026		7.49	%
Commercial real estate: non-owner occupied		16,517		182,674		23,244		222,435		23.13	%
Commercial real estate: owner occupied		9,563		69,996		34,321		113,880		11.84	%
Commercial and industrial		8,714		215,618		6,088		230,420		23.96	%
Consumer		2,566		-		-		2,566		0.27	%
Total originated loans		99,654		478,020		63,653		641,327		66.69	%
Purchased loans:
Residential real estate		-		14,726		-		14,726		1.53	%
Commercial real estate: non-owner occupied		-		187,930		-		187,930		19.54	%
Commercial real estate: owner occupied		-		116,913		-		116,913		12.16	%
Commercial and industrial		-		757		-		757		0.08	%
Total purchased loans		-		320,326		-		320,326		33.31	%
Total loans	$	99,654	$	798,346	$	63,653	$	961,653		100.00	%

	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

Table of Contents

The following table details the Company's nonperforming assets and other credit quality indicators as of March 31, 2019 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 March 31, 2019
	Originated		Purchased		Total
	(Dollars in thousands)
Loans:
Residential real estate	$	2,317	$	202	$	2,519
Commercial real estate		3,336		4,795		8,131
Commercial and industrial		1,495		369		1,864
Consumer		236		-		236
Total nonperforming loans		7,384		5,366		12,750
Real estate owned and other repossessed collateral		31		1,983		2,014
Total nonperforming assets	$	7,415	$	7,349	$	14,764

Ratio of nonperforming loans to total loans						1.33	%
Ratio of nonperforming assets to total assets						1.20	%
Ratio of loans past due to total loans						2.16	%
Nonperforming loans that are current					$	2,361
Commercial loans risk rated substandard or worse					$	10,677
Troubled debt restructurings:
On accrual status					$	11,341
On nonaccrual status					$	3,179

	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

As of ~~December~~March 31, ~~2018~~2019, nonperforming assets totaled $1314.8 million, or 1.1620% of total assets, as compared to $14.2 million, or 1.23% of total assets, as of June 30, 2018.

OREO decreased by $~~770~~219 thousand, or 349.58%, to $12.50 million at ~~December~~March 31, ~~2018~~2019, compared to $2.2 million at June 30, 2018. The decrease was primarily the result of the sale of one property induring the quarter ended September 30, 2018, partially offset by the addition of one property during the quarter ended March 31, 2019.

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~~amounted to $5.37 million as of ~~December~~March 31, ~~2018~~2019, 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~~loan ~~originated by the SBA division~~balance, as well as an increase in ~~specific~~qualitative ~~reserve on two loan relationships~~factors.

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

	December 31, 2018	June 30, 2018	December 31, 2017
	March 31, 2019	June 30, 2018	March 31, 2018
Allowance for loan losses to nonperforming loans	4244.9938%	40.20%	2434.0746%
Allowance for loan losses to total loans	0.5759%	0.55%	0.5657%
Last twelve months of net-charge offs to average loans	0.04%	0.04%	0.0403%

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.

Other Assets

Premises and equipment, net, decreased by $479 thousand, or 7.3%, to $6.1 million at December 31, 2018, compared to $6.6 million at June 30, 2018. The decrease was primarily due to depreciation and amortization.

Intangible assets totaled $649 thousand and $867 thousand at December 31, 2018 and June 30, 2018, respectively. The $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 December 31, 2018 and June 30, 2018, respectively. The $36 thousand decrease was the result of amortization and the revaluation of the servicing rights performed on a quarterly basis, offset by SBA loans sold during the six months ended December 31, 2018.

The cash surrender value of the Company’s bank-owned life insurance (“BOLI”) assets increased $219 thousand, or 1.3% to $16.8 million at December 31, 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 9.4% of the Company’s regulatory total capital at December 31, 2018.

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Other Assets

Premises and equipment, net, decreased by $805 thousand, or 12.2%, to $5.8 million at March 31, 2019, compared to $6.6 million at June 30, 2018. The decrease was primarily due to depreciation and amortization.

Intangible assets totaled $542 thousand and $867 thousand at March 31, 2019 and June 30, 2018, respectively. The $325 thousand decrease was the result of amortization during the period.

Servicing rights, net totaled $2.9 million and $3.0 million at March 31, 2019 and June 30, 2018, respectively. The $27 thousand decrease was the result of amortization and the revaluation of the servicing rights performed on a quarterly basis, offset by SBA loans sold during the nine months ended March 31, 2019.

The cash surrender value of the Company’s bank-owned life insurance (“BOLI”) assets increased $328 thousand, or 2.0% to $16.9 million at March 31, 2019, 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 9.2% of the Company’s regulatory total capital at March 31, 2019.

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

Deposits

The Company’s principal source of funding is its core deposit accounts. At ~~December~~March 31, ~~2018~~2019, non-maturity accounts and non-brokered insured time deposits represented ~~100~~99.9% of total deposits.

Total deposits increased by $3061.7 million, or 36.25%, from June 30, 2018, attributable primarily to an increase in time deposits of $~~112~~187.21 million, or 3153.91%, as a result of campaigns in the current period, partially offset by decreases in money market accounts of $75124.72 million, or 1829.~~0%, and demand deposits of $3.9 million, or~~ 5.5%.

The composition of total deposits at ~~December~~March 31, ~~2018~~2019 and June 30, 2018 is as follows:

	December 31, 2018					June 30, 2018
	March 31, 2019					June 30, 2018
	Amount		Percent of Total			Amount		Percent of Total
	(Dollars in thousands)
Demand deposits	$	6876,~~324~~003		67.9348	%	$	72,272		7.57	%
NOW accounts		7268,~~679~~197		76.3771	%		73,347		7.68	%
Regular and other savings		3536,~~090~~481		3.5659	%		36,290		3.80	%
Money market deposits		~~345~~296,~~149~~720		3529.0318	%		420,886		44.07	%
Total non-certificate accounts		~~521~~477,~~242~~401		5246.8996	%		602,795		63.12	%
Term certificates of $250 thousand or less		~~464~~538,~~349~~913		4753.1101	%		352,145		36.88	%
Term certificates greater than $250 thousand		-310		0.0003	%		-		0.00	%
Total certificate accounts		~~464~~539,~~349~~223		4753.1104	%		352,145		36.88	%
Total deposits	$	~~985~~1,~~591~~016,624		100.00	%	$	954,940		100.00	%

FHLBB Advances

Advances from the FHLBB were $15.0 million at both ~~December~~March 31, ~~2018~~2019 and June 30, 2018. As of ~~December~~March 31, ~~2018~~2019, 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 ~~December~~March 31, ~~2018~~2019, 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 $15.1 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 ~~December~~March 31, ~~2018~~2019 and June 30, 2018, respectively.

The Company had junior subordinated debentures issued to affiliated trusts totaling $9.4 million and $9.2 million at ~~December~~March 31, ~~2018~~2019 and June 30, 2018, respectively. The unpaid principal balance of the junior subordinated debentures totaled $16.5 million at both ~~December~~March 31, ~~2018~~2019 and June 30, 2018.

In 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.

Liquidity

The following table is a summary of unused borrowing capacity of the Company at December 31, 2018, in addition to traditional retail deposit products:

	As of December 31, 2018
	(Dollars in thousands)
Brokered time deposits	$	298,532	Subject to policy limitation of 25% of total assets
Federal Home Loan Bank of Boston		39,902	Unused advance capacity subject to eligible and qualified collateral
Federal Discount Window Borrower-in-Custody		991	Unused credit line subject to the pledge of loans
Other available lines		17,500
Total unused borrowing capacity	$	356,925

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In 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.

Liquidity

The following table is a summary of unused borrowing capacity of the Company at March 31, 2019, in addition to traditional retail deposit products:

	As of March 31, 2019
	(Dollars in thousands)
Brokered time deposits	$	307,541	Subject to policy limitation of 25% of total assets
Federal Home Loan Bank of Boston		37,637	Unused advance capacity subject to eligible and qualified collateral
Other available lines		17,500
Total unused borrowing capacity	$	362,678

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 ~~December~~March 31, ~~2018~~2019, the Company had $~~422~~427.74 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 3534.47% of total assets. The Company also had $~~137~~152.69 million of cash and cash equivalents at ~~December~~March 31, ~~2018~~2019.

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 $9.4 million, respectively, as of ~~December~~March 31, ~~2018~~2019. The unpaid principal balance and carrying amount of subordinated ~~debt~~debentures totaled $15.1 million and $14.8 million, respectively, as of ~~December~~March 31, ~~2018~~2019. The junior subordinated ~~debt~~debentures represents qualifying Tier 1 capital for the Company, up to a maximum of 25% of total Tier 1 capital, and subordinated ~~debt~~debentures represents qualifying Tier 2 capital for the Company. At ~~December~~March 31, ~~2018~~2019, the carrying amounts of the junior subordinated ~~debt~~debentures, 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.

AtIn ~~December~~connection ~~31,~~with ~~2018~~the Reorganization, ~~shareholders’~~the ~~equity~~Company ~~was~~intends to redeem the $~~148~~16.5 million, anunpaid ~~increase~~principal balance of junior subordinated debentures issued by the Company in connection with the issuance of trust preferred securities by its three Delaware statutory trust subsidiaries, and the Bank will assume the Company’s obligations under the $1015.1 million, orunpaid 7principal balance of 6.375% ~~from~~Fixed-to-Floating ~~June~~Rate 30Subordinated Notes due July 1, ~~2018~~2026. ~~Book~~On ~~value~~a ~~per~~pro ~~outstanding~~forma ~~common~~basis ~~share~~as ~~was~~of ~~$16.41~~March at31, ~~December~~2019, 31after giving effect to these transactions, ~~2018~~the Bank’s Tier 1 leverage capital ratio and ~~$15~~Total capital ratio would have been 12.493% atand ~~June~~17.8%, 30respectively, ~~2018.~~and ~~Tier~~the 1Bank would be considered “well capitalized” under all regulatory capital todefinitions ~~total~~and ~~average~~in ~~assets~~excess of the ~~Company~~proposed ~~was~~standards. 13In addition, the redemption of the junior subordinated debentures is expected to result in a reduction in net income of approximately $5.2% asmillion, ofafter ~~December~~tax, 31during the quarter in which the redemption occurs, ~~2018~~due to the write-off of the carrying value discount on the debentures that was recognized in connection with the merger of FHB Formation LLC with and ~~13.1%~~into atthe ~~June~~Company ~~30,~~in ~~2018~~December 2010.

At March 31, 2019, shareholders’ equity was $153.2 million, an increase of $14.8 million, or 10.7% from June 30, 2018. Book value per outstanding common share was $16.94 at March 31, 2019 and $15.49 at June 30, 2018. Tier 1 capital to total average assets of the Company was 13.6% as of March 31, 2019 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.

	Actual					Minimum Capital Requirements						Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions	~~Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions~~						Minimum Capital Ratio with Capital Conservation Buffer	~~Minimum Capital Ratio with Capital Conservation Buffer~~
	Amount		Ratio			Amount		Ratio	~~Ratio~~			Amount	~~Amount~~		Ratio	~~Ratio~~			Ratio	~~Ratio~~
	(Dollars in thousands)
March 31, 2019:	(Dollars in thousands)
December 31, 2018:
Common equity tier 1 capital to risk weighted assets:
Common equity tier 1 capital to risk weighted assets:
Company	$	154,557		16.23	%	$	42,841	>	4.5	%			N/A			N/A				7.0	%
Company	$	149,439		16.26	%	$	41,356			>4.5	%			N/A			N/A				7.0	%
Bank		173,290		18.20	%		42,839	>	4.5	%		$	61,879		>	6.5	%			7.0	%
Bank		167,805		18.25	%		41,374		>4.5		%		$	59,762		>6.5		%			7.0	%
Total capital to risk weighted assets:
Total capital to risk weighted assets:
Company		183,988		19.33	%		76,163	>	8.0	%			N/A			N/A				10.5	%
Company		178,431		19.42	%		73,521		>8.0		%			N/A			N/A				10.5	%
Bank		179,000		18.80	%		76,159	>	8.0	%			95,198		>	10.0	%			10.5	%
Bank		173,165		18.83	%		73,554		>8.0		%			91,942		>10.0		%			10.5	%
Tier 1 capital to risk weighted assets:
Tier 1 capital to risk weighted assets:
Company		163,476		17.17	%		57,122	>	6.0	%			N/A			N/A				8.5	%
Company		158,297		17.22	%		55,141		>6.0		%			N/A			N/A				8.5	%
Bank		173,290		18.20	%		57,119	>	6.0	%			76,159		>	8.0	%			8.5	%
Bank		167,805		18.25	%		55,165		>6.0		%			73,554		>8.0		%			8.5	%
Tier 1 capital to average assets:
Tier 1 capital to average assets:
Company		163,476		13.58	%		48,135	>	4.0	%			N/A			N/A				4.0	%
Company		158,297		13.20	%		47,975		>4.0		%			N/A			N/A				4.0	%
Bank		173,290		14.41	%		48,114	>	4.0	%			60,143		>	5.0	%			4.0	%
Bank		167,805		14.00	%		47,948		>4.0		%			59,935		>5.0		%			4.0	%
June 30, 2018:
June 30, 2018:
Common equity tier 1 capital to risk weighted assets:
Common equity tier 1 capital to risk weighted assets:
Company	$	139,247		16.02	%	$	39,113	>	4.5	%			N/A			N/A				7.0	%
Company	$	139,247		16.02	%	$	39,113		>4.5		%			N/A			N/A				7.0	%
Bank		156,856		18.04	%		39,120	>	4.5	%		$	56,506		>	6.5	%			7.0	%
Bank		156,856		18.04	%		39,120		>4.5		%		$	56,506		>6.5		%			7.0	%
Total capital to risk weighted assets:
Total capital to risk weighted assets:
Company		167,567		19.28	%		69,535	>	8.0	%			N/A			N/A				10.5	%
Company		167,567		19.28	%		69,535		>8.0		%			N/A			N/A				10.5	%
Bank		161,714		18.60	%		69,546	>	8.0	%			86,933		>	10.0	%			10.5	%
Bank		161,714		18.60	%		69,546		>8.0		%			86,933		>10.0		%			10.5	%
Tier 1 capital to risk weighted assets:
Tier 1 capital to risk weighted assets:
Company		147,990		17.03	%		52,151	>	6.0	%			N/A			N/A				8.5	%
Company		147,990		17.03	%		52,151		>6.0		%			N/A			N/A				8.5	%
Bank		156,856		18.04	%		52,160	>	6.0	%			69,546		>	8.0	%			8.5	%
Bank		156,856		18.04	%		52,160		>6.0		%			69,546		>8.0		%			8.5	%
Tier 1 capital to average assets:
Tier 1 capital to average assets:
Company		147,990		13.12	%		45,102	>	4.0	%			N/A			N/A				4.0	%
Company		147,990		13.12	%		45,102		>4.0		%			N/A			N/A				4.0	%
Bank		156,856		13.92	%		45,075	>	4.0	%			56,344		>	5.0	%			4.0	%
Bank		156,856		13.92	%		45,075		>4.0		%			56,344		>5.0		%			4.0	%

In addition to the minimum regulatory capital required for capital adequacy purposes included in the table above, the Company is required to maintain a capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer was 2.5% on January 1, 2019.

The Bank may not declare or pay a cash dividend on, or repurchase, any of its capital stock from the Company if the effect thereof would cause the capital of the Bank to be reduced below the capital requirements imposed by the regulatory authorities or if such amount exceeds the otherwise allowable amount under FRB rules.

In connection with the merger on December 29, 2010, 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 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 non-owner occupied commercial real estate loans to within 300% of total capital. The Company and the Bank are currently in compliance with all commitments to the Federal Reserve.

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As discussed in more detail above, in connection with the Reorganization, 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.

Off-Balance Sheet Financial Instruments

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. These financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit, and commitments to fund investments. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized on the condensed consolidated balance sheet. The contract or notional amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

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See Part I. Item I. “Notes to Unaudited Consolidated Financial Statements – Note 9: Commitments and Contingencies” for further discussion.

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Results of Operations

General

Net income increased by $~~1.8~~896 ~~million~~thousand to $54.18 million for the quarter ended ~~December~~March 31, ~~2018~~2019, compared to net income of $3.39 million for the quarter ended ~~December~~March 31, ~~2017,~~2018. ~~primarily~~The increase in net income was due to the increase in ~~net~~base interest income, ~~and~~partially ~~noninterest~~offset by lower transactional interest income, ~~offset~~higher byfunding costs, and an increase in noninterest expense.

Net Interest Income

Three Months Ended ~~December~~March 31, ~~2018~~2019 and ~~2017~~2018

The following table summarizes interest income and related yields recognized on the loan portfolios:

	Interest Income and Yield on Loans
	Three Months Ended December 31,
	Three Months Ended March 31,
	2018								2017
	2019							2018
	Average		Interest					Average	~~Average~~		Interest	~~Interest~~
	Balance (1)		Income		Yield			Balance (1)	~~Balance (1)~~		Income	~~Income~~		Yield	~~Yield~~
	(Dollars in thousands)
Community Banking	$	~~108~~102,~~344~~850	$	1,~~448~~348	5.32	~~5.30~~%	%	$	$136,824	~~141,486~~	$	$1,743	~~1,753~~	5.17	%	~~4.92~~	%
SBA		7369,~~467~~247		1,~~440~~366	8.00	~~7.78~~%	%		53,069	~~49,457~~		1,017	~~814~~	7.77	%	~~6.53~~	%
LASG:
Originated		~~420~~437,~~816~~499		8,~~077~~490	7.87	~~7.61~~%	%		351,271	~~340,240~~		5,916	~~5,565~~	6.83	%	~~6.49~~	%
Purchased		~~307~~324,~~094~~414		7,~~969~~592	9.49	~~10.30~~%	%		241,793	~~229,732~~		6,732	~~6,369~~	11.29	%	~~11.00~~	%
Total LASG		~~727~~761,~~910~~913		16,~~046~~082	8.56	~~8.75~~%	%		593,064	~~569,972~~		12,648	~~11,934~~	8.65	%	~~8.31~~	%
Total	$	~~909~~934,~~721~~010	$	18,~~934~~796	8.16	~~8.26~~%	%	$	$782,957	~~760,915~~	$	$15,408	~~14,501~~	7.98	%	~~7.56~~	%
(1) Includes loans held for sale.

~~The~~(1) ~~following~~Includes ~~table details the “Total Return” on purchased~~ loans. ~~When~~held ~~compared to the three months ended December 31, 2017, transactional income~~ for ~~the three months ended December 31, 2018 increased by $206 thousand~~sale. ~~The total return on purchased loans for the three months ended December 31, 2018 was 10.3%. The following table details the total return on purchased loans:~~

	Total Return on Purchased Loans
	Three Months Ended December 31,
	2018					2017
	Income		Return (1)			Income		Return (1)
	(Dollars in thousands)
Regularly scheduled interest and accretion	$	5,860		7.57	%	$	4,466		7.71	%
Transactional income:
Gain on loan sales		-		0.00	%		-		0.00	%
Gain on sale of real estate owned		-		0.00	%		-		0.00	%
Other noninterest income		-		0.00	%		-		0.00	%
Accelerated accretion and loan fees		2,109		2.73	%		1,903		3.29	%
Total transactional income		2,109		2.73	%		1,903		3.29	%
Total	$	7,969		10.30	%	$	6,369		11.00	%

The components of total income on purchased loans are set forth in the table below entitled “Total Return on Purchased Loans.” When compared to the three months ended March 31, 2018, transactional income for the three months ended March 31, 2019 decreased by $672 thousand, while regularly scheduled interest and accretion increased by $1.6 million due to the increase in average balance. The total return on purchased loans for the three months ended March 31, 2019 was 10.2%.

The following table details the total return on purchased loans:

Total Return on Purchased Loans

Filing Compare · NORTHEAST BANCORP /ME/