Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2019

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

Commission File Number: 000-30973

MBT FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Michigan

38-3516922

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

102 E. Front Street

Monroe, Michigan 48161

(Address of principal executive offices)

(Zip Code)

(734) 241-3431

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MBTF	NASDAQ-Global Select

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

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

Large accelerated filer ☐ Accelerated Filer ☑ Non-accelerated filer ☐ 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.is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐

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

As of August 9, 2019, there were 23,037,773 shares of the Company’s Common Stock outstanding .

Part I Financial Information

Item 1. Financial Statements

MBT FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS

	June 30, 2019
Dollars in thousands	(Unaudited)			December 31, 2018

ASSETS
Cash and Cash Equivalents
Cash and due from banks
Non-interest bearing	$	16,934		$	17,058
Interest bearing		321,684			34,784
Total cash and cash equivalents		338,618			51,842

Interest Bearing Time Deposits in Other Banks		100			10,796
Securities - Available for Sale		116,440			401,613
Equity Securities		7,478			7,415

Loans held for sale		-			488

Loans		769,413			768,660
Allowance for Loan Losses		(7,623	)		(7,771	)
Loans - Net		761,790			760,889

Accrued interest receivable and other assets		15,445			16,743
Other Real Estate Owned		27			692
Bank Owned Life Insurance		59,313			59,563
Premises and Equipment - Net		27,336			26,850
Total assets	$	1,326,547		$	1,336,891

LIABILITIES
Deposits
Non-interest bearing	$	309,309		$	297,704
Interest-bearing		861,691			885,206
Total deposits		1,171,000			1,182,910

Federal Home Loan Bank advances		10,000			10,000
Interest payable and other liabilities		10,110			16,314
Total liabilities		1,191,110			1,209,224

STOCKHOLDERS' EQUITY
Common stock (no par value; 50,000,000 shares authorized, 23,037,773 and 23,033,715 shares issued and outstanding)		23,658			23,453
Retained earnings		110,510			113,921
Accumulated other comprehensive income (loss)		1,269			(9,707	)
Total stockholders' equity		135,437			127,667
Total liabilities and stockholders' equity	$	1,326,547		$	1,336,891

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

-2-

MBT FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - UNAUDITED

Three Months Ended June 30,

Six Months Ended June 30,

Dollars in thousands, except per share data

2019

2018

2019

2018

Interest Income

Interest and fees on loans

9,714

8,736

19,285

16,953

Interest on investment securities-

Tax-exempt

171

443

467

847

Taxable

380

2,087

1,554

4,297

Interest on balances due from banks

2,213

3,422

183

Total interest income

12,478

11,324

24,728

22,280

Interest Expense

Interest on deposits

557

400

1,125

814

Interest on borrowed funds

128

Total interest expense

621

491

1,253

911

Net Interest Income

11,857

10,833

23,475

21,369

Recovery Of Loan Losses

(100

)

Net Interest Income After

Recovery Of Loan Losses

11,857

10,833

23,475

21,469

Other Income

Income from wealth management services

1,197

1,178

2,358

2,363

Service charges and other fees

855

955

1,677

1,901

Debit card income

799

786

1,500

1,506

Net loss on sales and redemptions of securities available for sale

)

(11,646

)

(102

)

Net gain on sales of Other Real Estate Owned

517

536

Origination fees on mortgage loans sold

119

188

154

Bank owned life insurance income

851

349

1,189

702

Other

634

527

1,293

1,127

Total other income (loss)

4,459

4,403

(3,428

)

8,187

Other Expenses

Salaries and employee benefits

5,305

5,371

11,369

11,333

Occupancy expense

654

620

1,383

1,341

Equipment expense

896

874

1,809

1,667

Marketing expense

189

467

481

844

Professional fees

459

592

1,302

1,186

EFT/ATM expense

297

288

588

547

Other Real Estate Owned expenses

FDIC Deposit Insurance Assessment

180

199

Bonding and other insurance expense

137

502

269

Telephone expense

158

149

Other

495

650

1,053

1,407

Total other expenses

8,541

9,186

18,851

18,978

Income Before Income Taxes

7,775

6,050

1,196

10,678

Income Tax Expense

1,438

1,105

1,831

Net Income

6,337

4,945

1,196

8,847

Other Comprehensive Income - Net of Tax

Unrealized gains (losses) on securities

1,012

(643

)

1,399

(4,896

)

Reclassification adjustment for losses included in net income

9,200

Postretirement benefit liability

377

Total Other Comprehensive Income (Loss) - Net of Tax

1,023

(610

)

10,976

(4,751

)

Comprehensive Income

7,360

4,335

12,172

4,096

Basic Earnings Per Common Share

0.27

0.22

0.05

0.39

Diluted Earnings Per Common Share

0.27

0.21

0.05

0.38

Dividends Declared Per Share of Common Stock

0.10

0.07

0.20

0.73

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

-3-

MBT FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED

											Accumulated
											Other
	Common Stock					Retained			Unearned		Comprehensive
Dollars in thousands	Shares		Amount			Earnings			Compensation		Income (Loss)			Total
Balances - January 1, 2019		23,033,715	$	23,453		$	113,921		$	-	$	(9,707	)	$	127,667

Issuance of Common Stock
SOSARs exercised, net of shares redeemed for taxes		186		(1	)		-			-		-			(1	)
Employee Stock Purchase Plan and other stock issued		2,857		30			-			-		-			30

Equity Compensation		-		93			-			-		-			93

Deferred Directors' Compensation		-		(10	)		-			-		-			(10	)

Dividends declared ($0.10 per share)		-		-			(2,303	)		-		-			(2,303	)

Net Loss		-		-			(5,141	)		-		-			(5,141	)
Other comprehensive income - net of tax		-		-			-			-		9,953			9,953

Balances - March 31, 2019		23,036,758	$	23,565		$	106,477		$	-	$	246		$	130,288

Issuance of Common Stock
Employee Stock Purchase Plan and other stock issued		1,015		10			-			-		-			10

Equity Compensation		-		93			-			-		-			93

Deferred Directors' Compensation		-		(10	)		-			-		-			(10	)

Dividends declared ($0.10 per share)		-		-			(2,304	)		-		-			(2,304	)

Net Income		-		-			6,337			-		-			6,337
Other comprehensive income - net of tax		-		-			-			-		1,023			1,023

Balances - June 30, 2019		23,037,773	$	23,658		$	110,510		$	-	$	1,269		$	135,437

-4-

												Accumulated
												Other
	Common Stock					Retained			Unearned			Comprehensive
Dollars in thousands	Shares		Amount			Earnings			Compensation			Income (Loss)			Total
Balances - January 1, 2018		22,907,844	$	22,840		$	117,524		$	-		$	(7,706	)	$	132,658

Issuance of Common Stock
SOSARs exercised, net of shares redeemed for taxes		39,825		(178	)		-			-			-			(178	)
Restricted stock awards, net of shares redeemed for taxes		7,500		78			-			(78	)		-			-
Employee Stock Purchase Plan and other stock issued		18,092		189			-			-			-			189

Equity Compensation		-		216			-			19			-			235

Deferred Directors' Compensation		-		(67	)		-			-			-			(67	)

Cumulative Effect Adjustment (ASU 2016-01)		-		-			49			-			(49	)		-

Dividends declared ($0.66 per share)		-		-			(15,145	)		-			-			(15,145	)

Net income		-		-			3,902			-			-			3,902
Other comprehensive income - net of tax		-		-			-			-			(4,092	)		(4,092	)

Balances - March 31, 2018		22,973,261	$	23,078		$	106,330		$	(59	)	$	(11,847	)	$	117,502

Issuance of Common Stock
SOSARs exercised, net of shares redeemed for taxes		4,572		(24	)		-			-			-			(24	)
Employee Stock Purchase Plan and other stock issued		5,422		57			-			-			-			57

Equity Compensation		-		137			-			20			-			157

Deferred Directors' Compensation		-		(17	)		-			-			-			(17	)

Dividends declared ($0.07 per share)		-		-			(1,607	)		-			-			(1,607	)

Net income		-		-			4,945			-			-			4,945
Other comprehensive income - net of tax		-		-			-			-			(659	)		(659	)

Balances - June 30, 2018		22,983,255	$	23,231		$	109,668		$	(39	)	$	(12,506	)	$	120,354

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

-5-

MBT FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

	Six Months Ended June 30,
Dollars in thousands	2019			2018

Cash Flows from Operating Activities
Net Income	$	1,196		$	8,847
Adjustments to reconcile net income to net cash from operating activities
Recovery of loan losses		-			(100	)
Depreciation		684			737
Net amortization of investment premium and discount		268			1,166
Adjustment for assets carried at fair market value		(63	)		47
Writedowns of Other Real Estate Owned		-			42
Net decrease in interest payable and other liabilities		(5,749	)		(364	)
Net increase in interest receivable and other assets		(1,796	)		(652	)
Equity based compensation expense		186			392
Net loss on sale/settlement of securities		11,646			102
Net gain on life insurance claim		(523	)		-
Increase in cash surrender value of life insurance		(672	)		(702	)
Net cash provided by operating activities	$	5,177		$	9,515

Cash Flows from Investing Activities
Proceeds from maturities of interest bearing time deposits in other banks	$	1,250		$	3,000
Proceeds from maturities and redemptions of investment securities held to maturity		-			3,987
Proceeds from maturities and redemptions of investment securities available for sale		9,305			31,904
Proceeds from sales of investment securities available for sale		367,161			19,393
Proceeds from sales of interest bearing time deposits in other banks		9,446			-
Net increase in loans		(441	)		(45,547	)
Proceeds from sales of other real estate owned		704			1,698
Proceeds from sales of other assets		172			40
Proceeds from Bank Owned Life Insurance claims		1,445			-
Purchase of investment securities available for sale		(89,795	)		(32,187	)
Purchase of bank premises and equipment		(1,172	)		(248	)
Net cash used for (provided by) investing activities	$	298,075		$	(17,960	)

Cash Flows from Financing Activities
Net decrease in deposits	$	(11,910	)	$	(50,670	)
Net increase in short term borrowings		-			7,800
Proceeds from Federal Home Loan Bank borrowings		-			30,000
Issuance of common stock		40			246
Stock redeemed for tax withholding - stock based compensation		1			(203	)
Dividends paid		(4,607	)		(16,752	)
Net cash used for financing activities	$	(16,476	)	$	(29,579	)

Net Increase (Decrease) in Cash and Cash Equivalents	$	286,776		$	(38,024	)

Cash and Cash Equivalents at Beginning of Period		51,842			53,010
Cash and Cash Equivalents at End of Period	$	338,618		$	14,986

Supplemental Cash Flow Information
Cash paid for interest	$	1,241		$	892
Cash paid for federal income taxes	$	-		$	1,419

Supplemental Schedule of Non Cash Investing Activities
Transfer of loans to other real estate owned	$	27		$	144
Transfer of loans to other assets	$	1		$	-

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

-6-

MBT FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The unaudited consolidated financial statements include the accounts of MBT Financial Corp. (the “Company”) and its subsidiary, Monroe Bank & Trust (the “Bank”). The Bank includes the accounts of its wholly owned subsidiary, MB&T Financial Services, Inc. The Bank operates fourteen branches in Monroe County, Michigan, six branches in Wayne County, Michigan, and one loan and wealth management office in Wayne County. The Bank’s primary source of revenue is from providing loans to customers, who are predominantly small and middle-market businesses and middle-income individuals. The Company’s sole business segment is community banking.

On October 9, 2018, the Company and First Merchants Corporation (“First Merchants”) signed an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”), pursuant to which the Company will merge with and into First Merchants. Subject to the terms and conditions of the Merger Agreement, each share of the Company will be converted into 0.275 shares of First Merchants common stock. The merger was approved at a special meeting of the Company’s shareholders on February 14, 2019 and the transaction is expected to be completed in the third quarter of 2019.

The accounting and reporting policies of the Bank conform to practice within the banking industry and are in accordance with accounting principles generally accepted in the United States. Preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term are the determination of the allowance for loan losses and the fair value of investment securities.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of Management, necessary for fair statement of results for the interim periods.

The significant accounting policies are as follows:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany transactions and balances have been eliminated.

COMPREHENSIVE INCOME

Accounting principles generally require that revenue, expenses, gains, and losses be included in net income. Certain changes in assets and liabilities, however, such as unrealized gains and losses on securities available for sale and amounts recognized related to postretirement benefit plans (gains and losses, prior service costs, and transition assets or obligations), are reported as a direct adjustment to the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income.

BUSINESS SEGMENTS

While the Company's chief decision makers monitor the revenue streams of various products and services, operations are managed and financial performance is evaluated on a company wide basis. Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable segment.

-7-

FAIR VALUE

The Company measures or monitors many of its assets and liabilities on a fair value basis. Fair value is used on a recurring basis for assets and liabilities that are elected to be accounted for under The Fair Value Option as well as for certain assets and liabilities in which fair value is the primary basis of accounting. Examples of these include derivative instruments and available for sale securities. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment or for disclosure purposes. Examples of these non-recurring uses of fair value include certain loans held for sale accounted for on a lower of cost or market basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value.

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Company looks to market observable data for similar assets or liabilities. Nevertheless, certain assets and liabilities are not actively traded in observable markets and the Company must use alternative valuation techniques to derive a fair value measurement.

ACCOUNTING PRONOUNCEMENTS

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes increased disclosures and various changes to the accounting and measurement of financial assets including the Company’s loans and available-for-sale and held-to-maturity debt securities. Each financial asset presented on the balance sheet would have a unique allowance for credit losses valuation account that is deducted from the amortized cost basis to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU also eliminate the probable initial recognition threshold in current GAAP and instead, reflect an entity’s current estimate of all expected credit losses using reasonable and supportable forecasts. The new credit loss guidance will be effective for the Company's year ending December 31, 2020. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Early adoption for all institutions is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard will likely have an effect on the Company's consolidated financial statements from a onetime adjustment to increase the ALLL upon adoption of the standard and due to increased provision expense at the time loans are originated. Management has developed an implementation timeline and begun the process of segmenting the portfolio.

In March 2017, the FASB issued ASU No. 2017-08, Receivables-Nonrefundable Fees and Other Costs – Premium Amortization on Purchased Callable Debt Securities (Subtopic 310-20). This ASU was issued to shorten the amortization period for the premium to the earliest call date on debt securities. This premium will now be recorded as a reduction to net interest margin during the shorter yield to call period, as compared to prior practice of amortizing the premium as a reduction to net interest margin over the contractual life of the instrument. This ASU does not change the current method of amortizing any discount over the contractual life of the debt security, and this pronouncement is effective for fiscal years beginning after December 15, 2018, and must be adopted on a modified retrospective basis. Adoption of the standard did not have a material effect on the Company’s financial statements.

-8-

2. EARNINGS PER SHARE

The calculations of earnings per common share are as follows:

	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Basic
Net income (loss)	$	6,337,000	$	4,945,000	$	1,196,000	$	8,847,000
Average common shares outstanding		23,037,215		22,978,225		23,036,297		22,961,076
Earnings (Loss) per common share - basic	$	0.27	$	0.22	$	0.05	$	0.39

Diluted
Net income (loss)	$	6,337,000	$	4,945,000	$	1,196,000	$	8,847,000
Average common shares outstanding		23,037,215		22,978,225		23,036,297		22,961,076
Equity compensation		92,725		122,810		95,188		122,077
Average common shares outstanding - diluted		23,129,940		23,101,035		23,131,485		23,083,153
Earnings per common share - diluted	$	0.27	$	0.21	$	0.05	$	0.38

3. STOCK BASED COMPENSATION

Stock Only Stock Appreciation Rights (SOSARs) – SOSARs granted under the plan are structured as fixed grants with the base price equal to the market value of the underlying stock on the date of the grant.

The following table summarizes the SOSARs that have been granted:

				Weighted Average
	SOSARs			Base Price
SOSARs Outstanding, January 1, 2019		347,379		$	8.78
Granted		-			-
Exercised		(2,166	)		9.44
Forfeited		(4,167	)		10.26
SOSARs Outstanding, June 30, 2019		341,046		$	8.76
SOSARs Exercisable, June 30, 2019		152,212		$	6.40

The exercise of a SOSAR results in the issuance of a number of shares of common stock of the Company based on the appreciation of the market price of the stock over the base price of the SOSAR. The market value of the Company’s common stock on June 30, 2019 was $10.02. The value of the exercisable SOSARs that are in-the-money as of June 30, 2019 was $551,000, and exercise of those SOSARs on that date would have resulted in the issuance of 54,962 shares of common stock. The plan allows participants to elect to withhold shares from the exercise of SOSARs to cover their tax liability. This may affect the number of shares issued and the value of the common stock account on the balance sheet and the statement of changes in equity.

The total expense for equity based compensation was $93,000 in the second quarter of 2019 and $156,000 in the second quarter of 2018. The total expense for equity based compensation was $186,000 in the first six months of 2019 and $392,000 in the first six months of 2018. The unrecognized compensation expense for all equity based compensation plans is $320,000 as of June 30, 2019. The expense is expected to be recognized over a weighted average period of 1.17 years.

4. LOANS

The Bank makes commercial, consumer, and mortgage loans primarily to customers in Monroe County, Michigan, southern and western Wayne County, Michigan, and surrounding areas. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the automotive, manufacturing, and real estate development economic sectors.

-9-

Loans consist of the following (000s omitted):

	June 30,		December 31,
	2019		2018
Residential real estate loans	$	229,755	$	230,008
Commercial and Construction real estate loans		311,028		306,694
Agriculture and agricultural real estate loans		24,679		22,486
Commercial and industrial loans		162,627		162,026
Loans to individuals for household, family, and other personal expenditures		41,324		47,446
Total loans, gross	$	769,413	$	768,660
Less: Allowance for loan losses		7,623		7,771
Net Loans	$	761,790	$	760,889

Loans are placed in a nonaccrual status when, in the opinion of Management, the collection of additional interest is doubtful. All loan relationships over $250,000 that are classified by Management as nonperforming as well as selected performing accounts and all renegotiated loans are reviewed for impairment each quarter. Allowances for loans determined to be impaired are included in the allowance for loan losses. All cash received on nonaccrual loans is applied to the principal balance. Nonperforming assets consist of nonaccrual loans, loans 90 days or more past due, restructured loans, nonaccrual investment securities, other real estate owned, and other repossessed assets. Other real estate owned includes real estate that has been acquired in full or partial satisfaction of loan obligations or upon foreclosure.

The following table summarizes nonperforming assets (000s omitted):

	June 30,			December 31,
	2019			2018
Nonaccrual loans	$	7,723		$	5,566
Loans 90 days past due and accruing		32			-
Restructured loans		3,556			4,495
Total nonperforming loans	$	11,311		$	10,061

Other real estate owned		27			692
Other assets		-			-
Total nonperforming assets	$	11,338		$	10,753

Nonperforming assets to total assets		0.85	%		0.80	%
Allowance for loan losses to nonperforming loans		67.39	%		77.24	%

-10-

5. ALLOWANCE FOR LOAN LOSSES

The Company separates its loan portfolio into segments to perform the calculation and analysis of the allowance for loan losses. The six segments analyzed are Agriculture and Agricultural Real Estate, Commercial, Commercial Real Estate, Construction Real Estate, Residential Real Estate, and Consumer and Other. The Agriculture and Agricultural Real Estate segment includes all loans to finance agricultural production and all loans secured by agricultural real estate. This segment does not include loans to finance agriculture that are secured by residential real estate, which are included in the Residential Real Estate segment. The Commercial segment includes loans to finance commercial and industrial businesses that are not secured by real estate. The Commercial Real Estate segment includes loans secured by non-farm, non-residential real estate. The Construction Real Estate segment includes loans to finance construction and land development. This includes residential and commercial construction and land development. The Residential Real Estate segment includes all loans, other than construction loans, that are secured by single family and multi-family residential real estate properties. The Consumer and Other segment includes all loans not included in any other segment. These are primarily loans to consumers for household, family, and other personal expenditures. The majority of this segment is student loans, and it also includes loans for autos, boats, and recreational vehicles.

Activity in the allowance for loan losses during the three and six months ended June 30, 2019 was as follows (000s omitted):

	Agriculture and Agricultural Real Estate		Commercial			Commercial Real Estate			Construction Real Estate			Residential Real Estate			Consumer and Other			Total

Allowance for loan losses: For the three months ended June 30, 2019
Beginning Balance	$	240	$	1,761		$	3,038		$	38		$	1,211		$	1,215		$	7,503
Charge-offs		-		(5	)		-			-			(17	)		(46	)		(68	)
Recoveries		4		20			24			26			41			73			188
Provision		35		(545	)		(57	)		(37	)		(49	)		653			-
Ending balance	$	279	$	1,231		$	3,005		$	27		$	1,186		$	1,895		$	7,623

Allowance for loan losses: For the six months ended June 30, 2019
Beginning Balance	$	205	$	1,266		$	3,012		$	184		$	1,218		$	1,886		$	7,771
Charge-offs		-		(257	)		(151	)		-			(17	)		(54	)		(479	)
Recoveries		4		47			48			38			116			78			331
Provision		70		175			96			(195	)		(131	)		(15	)		-
Ending balance	$	279	$	1,231		$	3,005		$	27		$	1,186		$	1,895		$	7,623

Allowance for loan losses as of June 30, 2019
Ending balance individually evaluated for impairment	$	-	$	13		$	275		$	-		$	67		$	124		$	479
Ending balance collectively evaluated for impairment		279		1,218			2,730			27			1,119			1,771			7,144
Ending balance	$	279	$	1,231		$	3,005		$	27		$	1,186		$	1,895		$	7,623


Loans as of June 30, 2019
Ending balance individually evaluated for impairment	$	2,213	$	307		$	3,451		$	1,289		$	3,144		$	390		$	10,794
Ending balance collectively evaluated for impairment		22,466		162,320			278,888			27,400			226,611			40,934			758,619
Ending balance	$	24,679	$	162,627		$	282,339		$	28,689		$	229,755		$	41,324		$	769,413

-11-

Activity in the allowance for loan losses during the three and six months ended June 30, 2018 was as follows (000s omitted):

	Agriculture and Agricultural Real Estate		Commercial			Commercial Real Estate			Construction Real Estate			Residential Real Estate			Consumer and Other			Total

Allowance for loan losses: For the three months ended June 30, 2018
Beginning Balance	$	210	$	1,397		$	3,088		$	461		$	1,089		$	1,640		$	7,885
Charge-offs		-		-			-			-			(51	)		-			(51	)
Recoveries		-		16			49			14			31			14			124
Provision		52		36			(188	)		(1	)		73			28			-
Ending balance	$	262	$	1,449		$	2,949		$	474		$	1,142		$	1,682		$	7,958

Allowance for loan losses: For the six months ended June 30, 2018
Beginning Balance	$	195	$	1,443		$	3,297		$	491		$	1,279		$	961		$	7,666
Charge-offs		-		-			(3	)		-			(58	)		(2	)		(63	)
Recoveries		2		31			289			34			73			26			455
Provision		65		(25	)		(634	)		(51	)		(152	)		697			(100	)
Ending balance	$	262	$	1,449		$	2,949		$	474		$	1,142		$	1,682		$	7,958

Allowance for loan losses as of June 30, 2018
Ending balance individually evaluated for impairment	$	-	$	141		$	223		$	347		$	128		$	196		$	1,035
Ending balance collectively evaluated for impairment		262		1,308			2,726			127			1,014			1,486			6,923
Ending balance	$	262	$	1,449		$	2,949		$	474		$	1,142		$	1,682		$	7,958


Loans as of June 30, 2018
Ending balance individually evaluated for impairment	$	1,133	$	254		$	3,732		$	1,562		$	4,516		$	416		$	11,613
Ending balance collectively evaluated for impairment		21,991		142,659			266,360			21,667			224,736			51,760			729,173
Ending balance	$	23,124	$	142,913		$	270,092		$	23,229		$	229,252		$	52,176		$	740,786

Each period the provision for loan losses in the income statement results from the combination of an estimate by Management of loan losses that occurred during the current period and the ongoing adjustment of prior estimates of losses occurring in prior periods.

The provision for loan losses increases the allowance for loan losses, a valuation account which appears on the consolidated balance sheets. As the specific customer and amount of a loan loss is confirmed by gathering additional information, taking collateral in full or partial settlement of the loan, bankruptcy of the borrower, etc., the loan is charged off, reducing the allowance for loan losses. If, subsequent to a charge off, the Bank is able to collect additional amounts from the customer or sell collateral worth more than earlier estimated, a recovery is recorded.

To serve as a basis for making this provision, the Bank maintains an extensive credit risk monitoring process that considers several factors including: current economic conditions affecting the Bank’s customers, the payment performance of individual loans and pools of homogeneous loans, portfolio seasoning, changes in collateral values, and detailed reviews of specific loan relationships.

The Company utilizes an internal loan grading system to assign a risk grade to all commercial loans, all renegotiated loans, and each commercial credit relationship. Grades 10 through 45 are considered “pass” credits, grades 50 through 55 are considered “watch” credits, and grade 60 is considered “substandard” credits. Grades 50 through 60 are subject to greater scrutiny. Loans with grades 70 through 90 and considered “doubtful” or “loss” and have generally been charged off. A description of the general characteristics of each grade is as follows:

•

Grade 10– Excellent – Loans secured by marketable collateral, with adequate margin, or supported by strong financial statements, including substantial levels of tangible net worth. Probability of serious financial deterioration is unlikely. Possess a sound repayment source and a secondary source. This classification will also include individual loans backed by liquid personal assets, established history and unquestionable character. High liquidity, minimum risk, strong ratios, and low handling costs are common to these loans.

-12-

•

Grade 20– Above Average – Loans that exhibit less than average risk and clearly demonstrate debt service coverage that is consistently above average as well as a strong capital base. These loans may have some deficiency or vulnerability, but with offsetting features and are considered to be fully collectable.

•

Grade 30– Satisfactory – Loans that have an acceptable amount of risk but may exhibit vulnerability to deterioration if adverse circumstances are encountered. These loans should demonstrate adequate debt service coverage and adequate levels of capital support but warrant periodic monitoring to ensure that weaknesses do not materialize or advance.

•

Grades 40 and 45 – Pass – Loans that are considered “pass credits” and typically demonstrate adequate debt service coverage. The level of risk is considered acceptable but these loans warrant ongoing monitoring to ensure that adverse trends or other credit deficiencies have not materialized or advanced. The level of risk is considered acceptable so long as the loan is given adequate and ongoing management supervision.

•	Grades 50 and 55 – Watch – Loans that possess some credit deficiency or potential weakness that deserves close attention. The primary source of loan repayment is sufficient but may be considered inadequate by the Bank’s standards.

•

Grade 60– Substandard – Loans that exhibit one or more of the following characteristics: (1) a defined credit weakness, financial deterioration is underway, and uncertainty about the likelihood that the loan will be paid from the primary source of repayment; (2) inadequately protected by the current net worth and paying capacity of the obligor; (3) reliance on secondary source of repayment such as collateral liquidation or guarantees; (4) distinct possibility the Bank will sustain loss if deficiencies are not corrected; (5) unusual courses of action are needed to maintain a high probability of repayment; (6) insufficient cash flow to repay principal but continuing to pay interest; (7) the Bank is subordinated or unsecured due to flaws in documentation; (8) loans are restructured or are on nonaccrual status due to concessions to the borrower when compared to normal loan terms; (9) the Bank is contemplating foreclosure or legal action due to the apparent deterioration in the loan; or (10) there is deterioration in the market conditions and the borrower is highly vulnerable to these conditions.

•

Grade 70– Doubtful – Loans that exhibit one or more of the following characteristics: (1) loans with all the weaknesses of Substandard loans and collection or liquidation is not probable to result in payment in full; (2) the primary source of repayment is gone and there is considerable doubt as to the quality of the secondary source of repayment; or (3) the possibility of loss is high, but certain important pending factors may strengthen the loan and loss classification is deferred.

•	Grades 80 and 90 - Loss – Loans are considered uncollectible and of such little value that continuing to carry them on the Bank’s financial statements is not feasible.

The assessment of compensating factors may result in a rating plus or minus one grade from those listed above. These factors include, but are not limited to collateral, guarantors, environmental conditions, history, plan/projection reasonableness, quality of information, and payment delinquency.

-13-

The portfolio segments in each credit risk grade as of June 30, 2019 are as follows (000s omitted):

Credit Quality Indicators as of June 30, 2019

Credit Risk by Internally Assigned Grade

	Agriculture and Agricultural Real Estate		Commercial		Commercial Real Estate		Construction Real Estate		Residential Real Estate		Consumer and Other		Total
Not Rated	$	2	$	1,719	$	30	$	11,847	$	146,226	$	36,740	$	196,564
10		-		3,958		-		-		-		-		3,958
20		-		115		175		-		-		-		290
30		390		43,254		21,782		-		514		3,196		69,136
40		16,690		106,413		222,376		14,216		75,105		1,380		436,180
45		1,725		1,909		20,073		1,337		2,591		-		27,635
50		3,783		4,769		10,440		-		2,520		-		21,512
55		70		220		2,295		-		661		-		3,246
60		2,019		270		5,168		1,289		2,138		8		10,892
70		-		-		-		-		-		-		-
80		-		-		-		-		-		-		-
90		-		-		-		-		-		-		-
Total	$	24,679	$	162,627	$	282,339	$	28,689	$	229,755	$	41,324	$	769,413

Performing	$	22,425	$	162,290	$	279,112	$	27,400	$	225,961	$	40,914	$	758,102
Nonperforming		2,254		337		3,227		1,289		3,794		410		11,311
Total	$	24,679	$	162,627	$	282,339	$	28,689	$	229,755	$	41,324	$	769,413

The portfolio segments in each credit risk grade as of December 31, 2018 are as follows (000s omitted):

Credit Quality Indicators as of December 31, 2018

Credit Risk by Internally Assigned Grade

	Agriculture and Agricultural Real Estate		Commercial		Commercial Real Estate		Construction Real Estate		Residential Real Estate		Consumer and Other		Total
Not Rated	$	-	$	3,652	$	60	$	12,878	$	147,167	$	42,259	$	206,016
10		-		6,877		-		-		-		-		6,877
20		64		117		196		-		-		-		377
30		481		47,263		24,899		-		1,268		3,556		77,467
40		16,038		97,598		219,079		11,555		74,141		1,618		420,029
45		1,472		2,024		19,462		1,381		2,623		-		26,962
50		1,852		3,851		9,084		249		1,896		-		16,932
55		-		305		2,132		-		713		-		3,150
60		2,579		339		4,380		1,337		2,200		13		10,848
70		-		-		-		-		-		-		-
80		-		-		2		-		-		-		2
90		-		-		-		-		-		-		-
Total	$	22,486	$	162,026	$	279,294	$	27,400	$	230,008	$	47,446	$	768,660

Performing	$	20,305	$	161,749	$	276,021	$	27,368	$	226,119	$	47,037	$	758,599
Nonperforming		2,181		277		3,273		32		3,889		409		10,061
Total	$	22,486	$	162,026	$	279,294	$	27,400	$	230,008	$	47,446	$	768,660

-14-

Loans are considered past due when contractually required payment of interest or principal has not been received. The amount classified as past due is the entire principal balance outstanding of the loan, not just the amount of payments that are past due. The following is a summary of past due loans as of June 30, 2019 and December 31, 2018 (000s omitted):

June 30, 2019	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment >90 Days Past Due and Accruing

Agriculture and Agricultural Real Estate	$	-	$	-	$	1,093	$	1,093	$	23,586	$	24,679	$	-
Commercial		74		9		113	$	196		162,431		162,627		20
Commercial Real Estate		168		-		1,572		1,740		280,599		282,339		-
Construction Real Estate		-		-		-		-		28,689		28,689		-
Residential Real Estate		1,802		532		111		2,445		227,310		229,755		-
Consumer and Other		19		61		12		92		41,232		41,324		12
Total	$	2,063	$	602	$	2,901	$	5,566	$	763,847	$	769,413	$	32

December 31, 2018	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment >90 Days Past Due and Accruing

Agriculture and Agricultural Real Estate	$	632	$	1,235	$	-	$	1,867	$	20,619	$	22,486	$	-
Commercial		186		110		31		327		161,699		162,026		-
Commercial Real Estate		804		-		1,849		2,653		276,641		279,294		-
Construction Real Estate		-		-		-		-		27,400		27,400		-
Residential Real Estate		1,217		340		376		1,933		228,075		230,008		-
Consumer and Other		79		13		-		92		47,354		47,446		-
Total	$	2,918	$	1,698	$	2,256	$	6,872	$	761,788	$	768,660	$	-

Loans are placed on non-accrual status when, in the opinion of Management, the collection of additional interest is doubtful. Loans are automatically placed on non-accrual status upon becoming ninety days past due, however, loans may be placed on non-accrual status regardless of whether or not they are past due. All cash received on non-accrual loans is applied to the principal balance. Loans are considered for return to accrual status on an individual basis when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The following is a summary of non-accrual loans as of June 30, 2019 and December 31, 2018 (000s omitted):

	June 30, 2019		December 31, 2018
Agriculture and Agricultural Real Estate	$	2,019	$	1,624
Commercial		94		106
Commercial Real Estate		3,114		2,907
Construction Real Estate		1,289		5
Residential Real Estate		1,199		912
Consumer and Other		8		12
Total	$	7,723	$	5,566

For loans deemed to be impaired due to an expectation that all contractual payments will probably not be received, impairment is measured by comparing the Bank’s recorded investment in the loan to the present value of expected cash flows discounted at the loan’s effective interest rate, the fair value of the collateral, or the loan’s observable market price.

-15-

The following is a summary of impaired loans as of June 30, 2019 and June 30, and December 31, 2018 (000s omitted):

June 30, 2019	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment for the Three Months Ended		Interest Income Recognized in the Three Months Ended		Average Recorded Investment for the Six Months Ended		Interest Income Recognized in the Six Months Ended

With no related allowance recorded:
Agriculture and Agricultural Real Estate	$	2,213	$	2,211	$	-	$	2,364	$	4	$	2,413	$	(10	)
Commercial		84		84		-		81		1		86		2
Commercial Real Estate		1,844		2,082		-		1,946		26		2,011		86
Construction Real Estate		1,289		1,289		-		1,299		8		1,302		21
Residential Real Estate		2,758		2,922		-		2,945		40		2,968		72
Consumer and Other		92		93		-		96		2		99		4

With an allowance recorded:
Agriculture and Agricultural Real Estate		-		-		-		-		-		-		-
Commercial		223		226		13		227		3		229		5
Commercial Real Estate		1,607		1,693		275		1,695		2		1,697		7
Construction Real Estate		-		-		-		-		-		-		-
Residential Real Estate		386		398		67		400		4		402		10
Consumer and Other		298		298		124		301		3		303		6

Total:
Agriculture and Agricultural Real Estate	$	2,213	$	2,211	$	-	$	2,364	$	4	$	2,413	$	(10	)
Commercial		307		310		13		308		4		315		7
Commercial Real Estate		3,451		3,775		275		3,641		28		3,708		93
Construction Real Estate		1,289		1,289		-		1,299		8		1,302		21
Residential Real Estate		3,144		3,320		67		3,345		44		3,370		82
Consumer and Other		390		391		124		397		5		402		10

Total	$	10,794	$	11,296	$	479	$	11,354	$	93	$	11,510	$	203

	Recorded Investment as of December 31, 2018		Unpaid Principal Balance as of December 31, 2018		Related Allowance as of December 31, 2018		Average Recorded Investment for the Three Months Ended June 30, 2018		Interest Income Recognized in the Three Months Ended June 30, 2018		Average Recorded Investment for the Six Months Ended June 30, 2018		Interest Income Recognized in the Six Months Ended June 30, 2018

With no related allowance recorded:
Agriculture and Agricultural Real Estate	$	2,388	$	2,384	$	-	$	878	$	12	$	912	$	23
Commercial		-		-		-		-		-		-		-
Commercial Real Estate		1,863		1,871		-		1,708		18		1,706		38
Construction Real Estate		-		-		-		-		-		-		-
Residential Real Estate		3,015		3,174		-		3,986		52		4,103		104
Consumer and Other		58		59		-		81		1		82		3

With an allowance recorded:
Agriculture and Agricultural Real Estate		234		234		-		238		3		239		6
Commercial		226		234		142		261		3		264		6
Commercial Real Estate		1,299		1,380		146		2,046		27		2,055		59
Construction Real Estate		32		67		4		1,585		18		1,591		37
Residential Real Estate		306		316		94		655		8		657		15
Consumer and Other		339		339		143		340		3		342		7

Total:
Agriculture and Agricultural Real Estate	$	2,622	$	2,618	$	-	$	1,116	$	15	$	1,151	$	29
Commercial		226		234		142		261		3		264		6
Commercial Real Estate		3,162		3,251		146		3,754		45		3,761		97
Construction Real Estate		32		67		4		1,585		18		1,591		37
Residential Real Estate		3,321		3,490		94		4,641		60		4,760		119
Consumer and Other		397		398		143		421		4		424		10

Total	$	9,760	$	10,058	$	529	$	11,778	$	145	$	11,951	$	298

The Bank may agree to modify the terms of a loan in order to improve the Bank’s ability to collect amounts due. These modifications may include reduction of the interest rate, extension of the loan term, or in some cases, reduction of the principal balance. Modifications that are performed due to the debtor’s financial difficulties are considered Troubled Debt Restructurings (“TDRs”).

-16-

Loans that have been classified as TDRs during the three and six month periods ended June 30, 2019 and June 30, 2018 are as follows (000s omitted from dollar amounts):

	Three months ended						Six months ended
	June 30, 2019						June 30, 2019
	Number of Contracts		Pre- Modification Recorded Principal Balance		Post- Modification Recorded Principal Balance		Number of Contracts		Pre- Modification Recorded Principal Balance		Post- Modification Recorded Principal Balance
Agriculture and Agricultural Real Estate		-	$	-	$	-		2	$	77	$	13
Commercial		-		-		-		-		-		-
Commercial Real Estate		-		-		-		1		39		34
Construction Real Estate		-		-		-		-		-		-
Residential Real Estate		1		129		129		1		129		129
Consumer and Other		-		-		-		1		15		14
Total		1	$	129	$	129		5	$	260	$	190

	Three months ended						Six months ended
	June 30, 2018						June 30, 2018
	Number of Contracts		Pre- Modification Recorded Principal Balance		Post- Modification Recorded Principal Balance		Number of Contracts		Pre- Modification Recorded Principal Balance		Post- Modification Recorded Principal Balance
Agriculture and Agricultural Real Estate		-	$	-	$	-		-	$	-	$	-
Commercial		-		-		-		-		-		-
Commercial Real Estate		-		-		-		1		283		282
Construction Real Estate		-		-		-		-		-		-
Residential Real Estate		1		22		-		2		172		150
Consumer and Other		-		-		-		-		-		-
Total		1	$	22	$	-		3	$	455	$	432

The Bank considers TDRs that become past due under the modified terms as defaulted. The following table shows the loans that became TDRs during the six month periods ended June 30, 2019 and June 30, 2018 that subsequently defaulted during the six month periods ended June 30, 2019 and June 30, 2018, respectively.

Six months ended

June 30, 2019

June 30, 2018

Number of

Contracts

Recorded

Principal

Balance

Number of

Contracts

Recorded

Principal

Balance

Agriculture and Agricultural Real Estate

Commercial

Commercial Real Estate

Construction Real Estate

Residential Real Estate

Consumer and Other

Total

The Company has allocated $242,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at June 30, 2019. In addition, there were no commitments to lend additional amounts to borrowers that are classified as troubled debt restructurings as of June 30, 2019 and June 30, 2018.

-17-

6. INVESTMENT SECURITIES

The following is a summary of the Bank’s investment securities portfolio as of June 30, 2019 and December 31, 2018 (000s omitted):

	Available for Sale
	June 30, 2019
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Obligations of U.S. Government Agencies	$	9,995	$	36	$	-		$	10,031
Mortgage Backed Securities issued by U.S. Government Agencies		68,667		1,004		(27	)		69,644
Obligations of States and Political Subdivisions		35,492		817		(46	)		36,263
Corporate Debt Securities		500		2		-			502
	$	114,654	$	1,859	$	(73	)	$	116,440

	Available for Sale
	December 31, 2018
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Market
	Cost		Gains		Losses			Value
Obligations of U.S. Government Agencies	$	134,160	$	1	$	(5,926	)	$	128,235
Mortgage Backed Securities issued by U.S. Government Agencies		196,224		32		(5,702	)		190,554
Obligations of States and Political Subdivisions		69,309		604		(804	)		69,109
Corporate Debt Securities		13,552		173		(10	)		13,715
	$	413,245	$	810	$	(12,442	)	$	401,613

The amortized cost and estimated market values of securities by contractual maturity as of June 30, 2019 are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale
			Estimated
	Amortized		Market
	Cost		Value
Contractual maturity in
1 year or less	$	8,433	$	8,485
After 1 year through five years		13,817		14,178
After 5 years through 10 years		18,959		19,323
After 10 years		4,778		4,810
Total		45,987		46,796
Mortgage Backed Securities		68,667		69,644
Total	$	114,654	$	116,440

The investment securities portfolio is evaluated for impairment throughout the year. Impairment is recorded against individual securities, unless the decrease in fair value is attributable to interest rates or the lack of an active market, and Management determines that the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before a recovery of their amortized costs bases, which may be maturity. The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses (in thousands), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2019 and December 31, 2018.

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June 30, 2019

	Less than 12 months				12 months or longer				Total
	Aggregate Fair Value		Gross Unrealized Losses		Aggregate Fair Value		Gross Unrealized Losses		Aggregate Fair Value		Gross Unrealized Losses
Mortgage Backed Securities issued by U.S. Government Agencies		10,120		27		-		-		10,120		27
Obligations of States and Political Subdivisions		2,088		17		4,541		29		6,629		46
	$	12,208	$	44	$	4,541	$	29	$	16,749	$	73

December 31, 2018

	Less than 12 months				12 months or longer				Total
	Aggregate Fair Value		Gross Unrealized Losses		Aggregate Fair Value		Gross Unrealized Losses		Aggregate Fair Value		Gross Unrealized Losses
Obligations of United States Government Agencies	$	3,946	$	65	$	117,750	$	5,861	$	121,696	$	5,926
Mortgage Backed Securities issued by U.S. Government Agencies		19,945		131		165,604		5,571		185,549		5,702
Obligations of States and Political Subdivisions		32,260		573		5,955		231		38,215		804
Corporate Debt Securities		490		10		-		-		490		10
	$	56,641	$	779	$	289,309	$	11,663	$	345,950	$	12,442

The amount of investment securities issued by government agencies, states, and political subdivisions with unrealized losses and the amount of unrealized losses on those investment securities are primarily the result of market interest rates and not the result of the credit quality of the issuers of the securities. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other than temporarily impaired at June 30, 2019. As of June 30, 2019 and December 31, 2018, there were 16 and 165 securities in an unrealized loss position, respectively.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value, as defined in ASC Topic 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for market activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair value is used on a recurring basis for Available for Sale Securities. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment or for disclosure purposes. Examples of these non-recurring uses of fair value include certain loans held for sale accounted for on a lower of cost or market basis. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value.

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The Company applied the following fair value hierarchy:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. The Company’s cash, equity mutual fund investments where quoted prices are available in an active market, noninterest bearing demand deposits, and overnight federal funds generally are classified within Level 1 of the fair value hierarchy.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. The Company’s borrowed funds and investments in U.S. government agency securities, government sponsored mortgage backed securities, corporate debt securities, bank certificates of deposit, and obligations of states and political subdivisions are generally classified in Level 2 of the fair value hierarchy. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Certain municipal debt obligations and certificates of deposit are classified within Level 3 of the fair value hierarchy. Fair values are initially valued based on transaction price and are adjusted to reflect exit values.

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018, and the valuation techniques used by the Company to determine those fair values.

									Total
	Carrying								Estimated
June 30, 2019	Value		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and due from banks	$	338,618	$	338,618	$	-	$	-	$	338,618
Time Deposits in Other Banks		100		-		-		100		100
Securities - Available for Sale
Obligations of U.S. Government Agencies		10,031		-		10,031		-		10,031
MBS issued by U.S. Government Agencies		69,644		-		69,644		-		69,644
Obligations of States and Political Subdivisions		36,263		-		36,263		-		36,263
Corporate Debt Securities		502		-		502		-		502
Equity Securities		7,478		2,105		5,373		-		7,478
Loans, net		761,790		-		-		750,607		750,607
Accrued Interest Receivable		3,353		-		-		3,353		3,353

Financial Liabilities:
Noninterest Bearing Deposits		309,309		309,309		-		-		309,309
Interest Bearing Deposits		861,691		-		862,053		-		862,053
Borrowed funds
FHLB Advances		10,000		-		10,530		-		10,530
Accrued Interest Payable		76		-		-		76		76

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									Total
	Carrying								Estimated
December 31, 2018	Value		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and due from banks	$	51,842	$	51,842	$	-	$	-	$	51,842
Time Deposits in Other Banks		10,796		-		10,548		-		10,548
Securities - Available for Sale
Obligations of U.S. Government Agencies		128,235		-		128,235		-		128,235
MBS issued by U.S. Government Agencies		190,554		-		190,554		-		190,554
Obligations of States and Political Subdivisions		69,109		-		69,109		-		69,109
Corporate Debt Securities		13,715		-		13,715		-		13,715
Equity Securities		7,415		2,042		5,373		-		7,415
Loans Held for Sale		488		-		-		502		502
Loans, net		760,889		-		-		750,249		750,249
Accrued Interest Receivable		4,413		-		-		4,413		4,413

Financial Liabilities:
Noninterest Bearing Deposits		297,704		297,704		-		-		297,704
Interest Bearing Deposits		885,206		-		885,886		-		885,886
Federal Home Loan Bank Advances		10,000		-		-		10,042		10,042
Accrued Interest Payable		65		-		-		65		65

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.

The Company’s assets with Level 3 fair values are carried at their amortized cost values as of June 30, 2019 or December 31, 2018. The Company did not have any sales or purchases of Level 3 available for sale securities during the period.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 assets. As a result, the unrealized gains and losses for these assets presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

The Company also has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include loans and Other Real Estate Owned. The Company estimated the fair values of these assets using Level 3 inputs, specifically discounted cash flow projections.

Assets measured at fair value on a nonrecurring basis are as follows (000s omitted):

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2019
Impaired loans	$	-	$	-	$	10,328
Other Real Estate Owned	$	-	$	-	$	27

December 31, 2018
Impaired loans	$	-	$	-	$	9,231
Other Real Estate Owned	$	-	$	-	$	692

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Impaired loans categorized as Level 3 assets consist of non-homogenous loans that are considered impaired. The Company estimates the fair value of the loans based on the present value of expected future cash flows using management’s best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals). Other Real Estate Owned (OREO) consists of property received in full or partial satisfaction of a receivable. The Company utilizes independent appraisals to estimate the fair value of OREO properties.

8. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank 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 and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of condition.

The Bank’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 Bank uses the same credit policies in making commitments and conditional obligations as it does for its other lending activities.

Financial instruments whose contractual amounts represent off-balance sheet credit risk were as follows (000s omitted):

	Contractual Amount
	June 30,		December 31,
	2019		2018
Commitments to extend credit:
Unused portion of commercial lines of credit	$	118,025	$	116,119
Unused portion of credit card lines of credit		7,032		6,680
Unused portion of home equity lines of credit		37,829		34,621
Standby letters of credit and financial guarantees written		1,216		1,763
All other off-balance sheet commitments		-		-

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. Most commercial lines of credit are secured by real estate mortgages or other collateral, and generally have fixed expiration dates or other termination clauses. Since the lines of credit may expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. Credit card lines of credit have various established expiration dates, but are fundable on demand. Home equity lines of credit are secured by real estate mortgages, a majority of which have ten year expiration dates, but are fundable on demand. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of the collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on Management’s credit evaluation of the counterparty.

Standby letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and other business transactions.

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

Introduction

MBT Financial Corp. (the “Company”) is a bank holding company with one commercial bank subsidiary, Monroe Bank & Trust (the “Bank”). The Bank operates 14 branch offices in Monroe County, Michigan and 6 branch offices in Wayne County, Michigan, and 1 loan and wealth management office in Wayne County, Michigan.

The Bank’s primary source of income is Net Interest Income (interest income on loans and investments less interest expense on deposits and borrowings), and its primary expense is the compensation of its employees. The discussion and analysis should be read in conjunction with the accompanying consolidated statements and footnotes.

On October 9, 2018, the Company and First Merchants Corporation (“First Merchants”) signed an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”), pursuant to which the Company will merge with and into First Merchants. Subject to the terms and conditions of the Merger Agreement, each share of the Company will be converted into 0.275 shares of First Merchants common stock. Consummation of the merger is expected to occur in the third quarter of 2019.

Executive Overview

The Bank is operated as a community bank, primarily providing loan, deposit, and wealth management products and services to the people, businesses, and communities in its market area. In addition to our commitment to our mission of serving the needs of our local communities, we are focused on improving asset quality, increasing net interest income, and improving non-interest income and expenses.

The net profit of $6,337,000 for the second quarter of 2019 was an increase of 28.1% compared to the second quarter of 2018. The increase was the result of improvements in net interest income, non-interest income, and non-interest expenses. The Net Interest Income increased $1,024,000, or 9.5% due to an improvement in the Net Interest Margin from 3.60% in the second quarter of 2018 to 3.84% in the second quarter of 2019. Net Income for the first half of 2019 was $1,196,000, a decrease of $7,651,000 compared to the first half of 2018. The decrease was caused by losses totaling $11,646,000 in 2019 on the sale of investment securities as the Company liquidated a substantial portion of its investment securities in a portfolio restructuring. Excluding securities losses, net profit would have been $10.4 million, an increase of $1.5 million, or 16.9% compared to the first half of 2018.

The national and regional economic condition is good. State and local unemployment rates are holding steady near their lowest post-recession levels, and are now comparable to the national average. Commercial and residential development property values continue to improve, with most values reaching or exceeding their pre-recession levels. Our total classified assets, which include internal watch list loans, other real estate owned, and nonperforming and watch list investment securities, had been improving steadily since 2014, and stabilized recently. Net recoveries were $120,000, or 0.06% of loans, annualized, in the second quarter of 2019, compared to net recoveries of $73,000, or 0.04% in the second quarter of 2018. Due to improving loan quality metrics, we were able to reduce our Allowance for Loan and Lease Losses (ALLL) as a percent of loans from 1.01% at December 31, 2018 to 0.99% as of June 30, 2019. The ALLL decreased $148,000 during the first half of 2019 due to the net charge offs of $148,000, as we have not recorded a provision during 2019. We assess the adequacy of our ALLL each quarter, and adjust it as necessary by debiting or crediting the provision expense. The allowance includes $479,000 of specific allocations on $10.8 million of loans evaluated for impairment and $7.1 million of general allocations on the remainder of the portfolio. The general allocation is based on the historical charge off experience of the previous 20 quarters.

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The $1,024,000 increase in Net Interest Income in the second quarter of 2019 compared to the second quarter of 2018 was due to the increase in the net interest margin from 3.60% to 3.84%, and the increase of $31.2 million in the amount of average earning assets. The net interest margin increased because the yield on earnings assets increased 28 basis points while the cost of interest bearing liabilities only increased 4 basis points. Non-interest income for the quarter increased $56,000 and non-interest expenses decreased $645,000.

Critical Accounting Policies

The Company’s Allowance for Loan Losses and Fair Value of Investment Securities are “critical accounting estimates” because they are estimates that are based on assumptions that are highly uncertain, and if different assumptions were used or if any of the assumptions used were to change, there could be a material impact on the presentation of the Company’s financial condition. These assumptions include, but are not limited to, collateral values, the effect of economic conditions on the financial condition of the borrowers, the Company, and the issuers of investment securities, market interest rates, and projected earnings for the Company.

To determine the Allowance for Loan Losses, the Company estimates losses on all loans that are not classified as non-accrual or renegotiated by applying historical loss rates, adjusted for current conditions, to those loans. In addition, all non-accrual loan relationships over $250,000 that are classified by Management as nonperforming as well as selected performing accounts and all renegotiated loans are individually tested for impairment. Any amount of monetary impairment is included in the Allowance for Loan Losses.

To determine the fair value of investment securities, the Company utilizes quoted prices in active markets for identical assets, quoted prices for similar assets in active markets, or discounted cash flow calculations for investments where there is little, if any, market activity for the asset.

Financial Condition

The regional economic conditions remained strong this quarter, with steady local unemployment rates and increasing property values. Management efforts remain focused on improving asset quality, increasing net interest income, and improving non-interest income and expenses.

With respect to asset quality, our nonperforming assets (“NPAs”) increased 6.3% during the quarter, from $10.67 million to $11.34 million. Loan delinquencies decreased from $6.9 million 30 days or more past due as of December 31, 2018 to $5.6 million as of June 30, 2019 and the delinquency percentage decreased from 0.89% to 0.72% of the total loans. Over the last twelve months, NPAs decreased $627,000, or 5.2%, with nonperforming loans decreasing 2.2% from $11.6 million to $11.3 million, and Other Real Estate Owned (“OREO”) decreasing from $394,000 to $27,000. The amount required in the Allowance for Loan and Lease Losses (“ALLL”) was decreased from $8.0 million a year ago to $7.6 million because the decreases required by the improvement in the quality of the assets and the historical loss rates exceeded the amount required by the increase in the size of the loan portfolio. The ALLL is now 0.99% of loans, down from 1.07% at June 30, 2018. The ALLL is 67.4% of nonperforming loans (“NPLs”), compared to 68.8% at June 30, 2018. In light of current economic conditions, we believe that this level of ALLL adequately estimates the potential losses in the loan portfolio.

Since December 31, 2018, total loans held for investment increased $753,000 as new loan activity exceeded payments received and other reductions in the period. Our pipeline of loans in process remained steady and our unfunded loan commitments increased, so we expect loans outstanding to continue to increase in the second half of 2019.

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Since December 31, 2018, deposits decreased from $1.183 billion to $1.171 billion, and borrowed funds were unchanged at $10.0 million. Other liabilities decreased $6.2 million and capital increased $7.8 million. As a result, our total assets decreased $10.3 million, or 0.8%. We will continue to price our deposit products competitively, but the investment portfolio restructuring has provided adequate liquidity on our balance sheet to fund our continued loan growth. Capital increased and assets decreased, causing the capital to assets ratio to increase from 9.55% at December 31, 2018 to 10.21 % at June 30, 2019.

Results of Operations – Second Quarter 201 9 vs. Second Quarter 201 8

Net Interest Income - A comparison of the income statements for the three months ended June 30, 2019 and 2018 shows an increase of $1,024,000, or 9.5%, in Net Interest Income. Interest income on loans increased $978,000, or 11.2% as the average loans outstanding increased $43.7 million and the average yield on loans increased from 4.82% to 5.06%. The average loans outstanding increased due to purchases of commercial loan participations and organic growth in our local markets. The interest income on investments, fed funds sold, and interest bearing balances due from banks increased $176,000 even though the average amount of investments, fed funds sold, and interest bearing balances due from banks decreased $34.1 million as the yield increased from 2.16% to 2.48%. The Company continues to maintain a high level of liquidity, but some of that liquidity is being used by redeploying earning assets from low yielding short term investments and deposits in the Federal Reserve Bank into higher yielding loans. The interest expense on deposits increased $157,000, or 39.3% as the average deposits increased $7.4 million and the average cost of deposits increased from 0.14% to 0.19%. Average total interest bearing liabilities decreased $11.7 million, but the cost of interest bearing liabilities increased from 0.22% in the second quarter of 2018 to 0.28% in the second quarter of 2019. As a result, interest expense increased $130,000, or 26.5%.

Provision for Loan Losses - The Company did not record a Provision for Loan Losses expense in the second quarter of 2019 or 2018. We charged off $68,000 of principal while recovering $188,000 of previously charged off loans in the second quarter of 2019, for a net recovery total of $120,000, or 0.06% of average loans, annualized. Each quarter, the Company conducts a review and analysis of its ALLL to determine its adequacy. This analysis involves specific allocations for impaired credits and a general allocation for losses expected based on historical experience adjusted for current conditions. In the second quarter of 2019, the portfolio risk indicators and the amount of loans outstanding each increased slightly, resulting in the need for an increase in the amount of ALLL required. The net recoveries of $120,000 enabled us to achieve the required ALLL without recording a provision expense. The allowance includes $479,000 of specific allocations and $7.1 million of general allocations. The general allocation is based on the historical charge off experience of the previous 20 quarters. The historical charge off rate is not expected to continue to improve significantly, and if loan growth continues as expected, provision expenses may be required in the future.

Other Income – Non-interest income increased $56,000, or 1.3% compared to the second quarter of 2018. Non-interest income included $517,000 from a Bank Owned Life Insurance claim in the second quarter of 2019 and $517,000 from gains on the sale of Other Real Estate Owned in the second quarter of 2018. Excluding the BOLI claim in 2019 and securities and OREO activity in both periods, non-interest income increased $51,000, or 1.3%. Wealth Management income, Debit Card income, Origination fees on mortgage loans, and Other non-interest income all increased. Service Charges on Deposit Accounts and Bank Owned Life Insurance income each decreased slightly.

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Other Expenses – Total non-interest expenses decreased $645,000, or 7.0% compared to the second quarter of 2018. Salaries and Employee Benefits decreased $66,000, or 1.2% mainly due to lower medical insurance and other employee benefits costs. Marketing expense decreased $278,000, or 59.5% due to decreased advertising activity. Professional fees decreased $133,000, or 22.5% due to decreased use of consulting services, partially offset by higher legal fees. Other insurance decreased $64,000, or 46.7% because life insurance costs associated with post retirement death benefits for former directors decreased after most of those plans were settled in the first quarter of 2019.

As a result of the above activity, the Income Before Income Taxes in the second quarter of 2019 was $7,775,000, an increase of $1,725,000 compared to the pre-tax profit of $6,050,000 in the second quarter of 2018. The Company recorded a federal income tax expense of $1,438,000 in the second quarter of 2019, reflecting an effective tax rate of 18.5%, compared to the tax expense of $1,105,000 in the second quarter of 2018, which reflected an effective rate of 18.3%. The Net Income for the second quarter of 2019 was $6,337,000, an increase of 28.1% compared to the net profit of $4,945,000 in the second quarter of 2018.

Results of Operations – First Six Months 201 9 vs. First Six Months 201 8

Net Interest Income - A comparison of the income statements for the six months ended June 30, 2019 and 2018 shows an increase of $2,106,000, or 9.9%, in Net Interest Income. Interest income on loans increased $2,332,000, or 13.8% as the average loans outstanding increased $53.7 million and the average yield on loans increased from 4.77% to 5.05%. The average loans outstanding increased due to the purchases of syndicated commercial loans and organic growth in our local markets. The interest income on investments, fed funds sold, and interest bearing balances due from banks increased $116,000 even though the average amount of investments, fed funds sold, and interest bearing balances due from banks decreased $46.3 million as the yield increased from 2.15% to 2.42%. The Company continues to maintain a high level of liquidity, but some of that liquidity is being used by redeploying earning assets from low yielding short term investments and deposits in the Federal Reserve Bank into higher yielding loans. The interest expense on deposits increased $311,000, or 38.2% as the average deposits increased $1.70 million and the average cost of deposits increased from 0.14% to 0.19%. Average borrowed funds increased $0.4 million and the cost of the borrowed funds increased from 2.04% in 2018 to 2.58% in 2019, so the interest expense on borrowed funds increased $31,000 compared to the first half of 2018. Average total interest bearing liabilities decreased $1.9 million, and the cost of interest bearing liabilities increased from 0.21% in the first six months of 2018 to 0.28% in the first six months of 2019. As a result, interest expense increased $342,000, or 37.5%.

Provision for Loan Losses - The Company did not record a Provision for Loan Losses expense in the first six months of 2019, which was an increase of $100,000 compared to the negative provision expense of $100,000 in the first six months of 2018. We charged off $479,000 of principal while recovering $331,000 of previously charged off loans in the first six months of 2019, for a net charge off total of $148,000, or 0.05% of average loans, annualized. Each quarter, the Company conducts a review and analysis of its ALLL to determine its adequacy. This analysis involves specific allocations for impaired credits and a general allocation for losses expected based on historical experience adjusted for current conditions. In the first two quarters of 2019, the portfolio risk indicators improved and the amount of loans outstanding decreased slightly, resulting in the need for a decrease in the amount of ALLL required. The net charge offs of $148,000 enabled us to achieve the required ALLL without recording a provision expense.

Other Income – Non interest income decreased $11,615,000, or 141.9% compared to the first six months of 2018. Excluding securities losses in both periods, non-interest income decreased $71,000, or 0.9%. Wealth Management income, Service Charges on Deposit Accounts, Debit Card income, and Bank Owned Life Insurance income all decreased. Origination fees on mortgage loans sold and Other non-interest income increased slightly.

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Other Expenses – Total non-interest expenses decreased $127,000, or 0.7% compared to the first six months of 2018. Marketing expense decreased $363,000, or 43.0% due to lower advertising activity. Professional fees increased $116,000, or 9.8% due to higher legal and accounting fees. Other insurance increased $233,000 primarily due to costs related to settling post retirement death benefits with former directors.

As a result of the above activity, the Profit Before Income Taxes in the first six months of 2019 was $1,196,000, a decrease of $9,482,000 compared to the pre-tax profit of $10,678,000 in the first six months of 2018. The federal income tax expense recorded in the second quarter of 2019 completely offset the federal income tax benefit recorded in the first quarter of 2019. As a result, the Company did not record a federal income tax expense in the first six months of 2019, compared to the tax expense of $1,831,000 in the first six months of 2018, which reflected an effective rate of 17.1%. The Net Profit for the first six months of 2019 was $1,196,000, a decrease of 86.5% compared to the net profit of $8,847,000 in the first six months of 2018.

Cash Flows

Cash flows provided by operating activities decreased $4,338,000 compared to the first six months of 2018 mainly due to the larger decrease in other liabilities and the larger increase in other assets. Other liabilities decreased primarily due to payments totaling $4.2 million to settle post retirement death benefits with retired directors and officers in 2019 and other assets increased mainly due to the payment of $3.8 million of merger related charges in 2019 that are receivable from First Merchants. The cash flow from investing activities increased $316.0 million compared to 2018 due to the sale of a substantial portion of the investment portfolio in the in the first six months of 2019. The securities were sold as the first part of a portfolio restructuring that is being completed in conjunction with our merger with First Merchants Bank, and the proceeds were still in the process of being reinvested as of the end of the second quarter of 2019. The amount of cash used for financing activities was $13.1 million lower in the first six months of 2019 than it was in the first six months of 2018 due to the $37.8 million decrease in borrowed funds repayments, partially offset by a smaller decrease in deposits and a decrease in dividends paid. In the first six months of 2019, the cash provided by operating and investing activities greatly exceeded the cash used for financing activities, and the amount of cash and cash equivalents increased by $286.8 million during the period. In the first six months of 2018, the cash used for investing and financing activities exceeded the cash provided by operating activities, resulting in a decrease of $38.0 million in cash and cash equivalents during the first six months of 2018. As we continue to redeploy the proceeds from the investment securities sales in 2019 we expect cash flows from investing activities to exceed the cash provided by operating activities, resulting in a decrease from our current level of cash and cash equivalents.

Liquidity and Capital

The Company believes it has sufficient liquidity to fund its lending activity and allow for fluctuations in deposit levels. The high level of cash and cash equivalents ensures that the Company can meet its liquidity without utilizing any of its external sources of liquidity. External sources of liquidity include a Federal funds line that has been established with our correspondent bank and Repurchase Agreements with money center banks that allow us to pledge securities as collateral for borrowings. As of June 30, 2019, the Bank was utilizing $10 million of its authorized limit of $275 million with the Federal Home Loan Bank of Indianapolis, and none of its $25 million federal funds line with a correspondent bank. The Company periodically draws on its fed funds lines to ensure that funding will be available if needed.

The Company’s Funds Management Policy includes guidelines for desired amounts of liquidity and capital. The Funds Management Policy also includes contingency plans for liquidity and capital that specify actions to take if liquidity and capital ratios fall below the levels contained in the policy. Throughout the first six months of 2019 the Company was in compliance with its Funds Management Policy regarding liquidity and capital.

-27-

Total stockholders’ equity of the Company was $135.4 million at June 30, 2019 and $127.7 million at December 31, 2018. Retained earnings decreased $3.4 million due to the year to date profit of $1.2 million and the dividends paid of $4.6 million. The Accumulated Other Comprehensive Income (Loss) (“AOCI” or “AOCL”) increased because the unrealized losses on Available for Sale securities made up the largest portion of the AOCL as of December 31, 2018, and most of those losses were realized when the investment portfolio was sold. Total equity increased $7.8 million while total assets decreased $10.3 million, so the ratio of equity to assets increased from 9.55% at December 31, 2018 to 10.21% at June 30, 2019.

Federal bank regulatory agencies have set capital adequacy standards for Total Risk Based Capital, Tier 1 Risk Based Capital, and Leverage Capital. These standards require banks to maintain a Total Risk Based Capital ratio of at least 8%, a Tier 1 Risk Based Capital ratio of at least 6%, and a Tier 1 Leverage Ratio of at least 4% to be adequately capitalized. The regulatory agencies consider a bank to be well capitalized if its Total Risk Based Capital is at least 10% of Risk Weighted Assets, Tier 1 Risk Based Capital is at least 8% of Risk Weighted Assets, and the Tier 1 Leverage Capital ratio is at least 5%. Basel III implemented the new Common Equity Tier 1 Capital to Risk Weighted Assets ratio, with a minimum of 4.5% to be considered adequately capitalized and a minimum of 6.5% required to be considered well capitalized.

The following table summarizes the capital ratios of the Company and the Bank:

	Actual					Minimum to Qualify as Well Capitalized
	Amount		Ratio			Amount		Ratio
As of June 30, 2019:
Total Capital to Risk-Weighted Assets
Consolidated	$	142,126		15.87	%	$	89,561		10.0	%
Monroe Bank & Trust		140,505		15.71	%		89,422		10.0	%
Tier 1 Capital to Risk-Weighted Assets
Consolidated		134,168		14.98	%		71,649		8.0	%
Monroe Bank & Trust		132,547		14.82	%		71,538		8.0	%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated		134,168		14.98	%		58,215		6.5	%
Monroe Bank & Trust		132,547		14.82	%		58,124		6.5	%
Tier 1 Capital to Average Assets
Consolidated		134,168		10.12	%		66,309		5.0	%
Monroe Bank & Trust		132,547		10.01	%		66,240		5.0	%

-28-

	Actual					Minimum to Qualify as Well Capitalized
	Amount		Ratio			Amount		Ratio
As of December 31, 2018:
Total Capital to Risk-Weighted Assets
Consolidated	$	145,480		15.79	%	$	92,111		10.0	%
Monroe Bank & Trust		143,583		15.61	%		91,976		10.0	%
Tier 1 Capital to Risk-Weighted Assets
Consolidated		137,374		14.91	%		73,689		8.0	%
Monroe Bank & Trust		135,477		14.73	%		73,580		8.0	%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated		137,374		14.91	%		59,872		6.5	%
Monroe Bank & Trust		135,477		14.73	%		59,784		6.5	%
Tier 1 Capital to Average Assets
Consolidated		137,374		10.28	%		66,824		5.0	%
Monroe Bank & Trust		135,477		10.15	%		66,741		5.0	%

Market risk for the Bank, as is typical for most banks, consists mainly of interest rate risk and market price risk. The Bank’s earnings and the economic value of its equity are exposed to interest rate risk and market price risk, and monitoring this risk is the responsibility of the Asset/Liability Management Committee (ALCO) of the Bank. The Bank’s market risk is monitored quarterly by estimating the effect of changes in interest rates on its projected net interest income and the economic value of its equity. The sale of a large portion of its investment portfolio in the first quarter of 2019 significantly changed the Bank’s interest rate risk position.

Forward-Looking Statements

Certain statements contained herein are not based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements, due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, changes in the financial and securities markets, including changes with respect to the market value of our financial assets, the availability of and costs associated with sources of liquidity, and the ability of the Company to resolve or dispose of problem loans.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

-29-

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Bank faces market risk to the extent that the fair values of its financial instruments are affected by changes in interest rates. The Bank does not face market risk due to changes in foreign currency exchange rates, commodity prices, or equity prices. The asset and liability management process of the Bank seeks to monitor and manage the amount of interest rate risk. This is accomplished by analyzing the differences in repricing opportunities for assets and liabilities, by simulating operating results under varying interest rate scenarios, and by estimating the change in the net present value of the Bank’s assets and liabilities due to interest rate changes.

Each quarter, the Asset and Liability Committee (ALCO), which includes the senior management of the Bank and a non executive member of the board of directors, estimates the effect of interest rate changes on the projected net interest income of the Bank. The sensitivity of the Bank’s net interest income to changes in interest rates is measured by using a computer based simulation model to estimate the impact on earnings of increases of 100, 200, 300, and 400 basis points and decreases of 100, 200, and 300 basis points in the interest rates. The net interest income projections are compared to a base case projection, which assumes no changes in interest rates.

The Bank’s ALCO has established limits in the acceptable amount of interest rate risk, as measured by the change in the Bank’s projected net interest income, in its policy. In the first two quarters of 2019, the Bank’s interest rate risk exceeded its policy limits.

The ALCO also monitors interest rate risk by estimating the effect of changes in interest rates on the economic value of the Bank’s equity each quarter. The economic value of the Bank’s equity is first determined by subtracting the fair value of the Bank’s liabilities from the fair value of the Bank’s assets. The Bank estimates the interest rate risk by calculating the effect of market interest rate changes on that economic value of its equity. For this analysis, the Bank assumes immediate parallel shifts of plus 100, 200, 300, and 400 basis points and minus 100, 200, and 300 basis points in interest rates. The discount rates used to determine the present values of the loans and deposits, as well as the prepayment rates for the loans, are based on Management’s expectations of the effect of the rate changes on the market for loans and deposits. In addition, each quarter, the Bank conducts additional analyses that utilize other rate scenarios, such as larger shifts in rates and changes in the shape of the yield curve, to assess the Bank’s exposure to interest rate risk in stress scenarios.

The tables below summarize the net interest income sensitivity as of June 30, 2019 and December 31, 2018:

	Base		Rates			Rates			Rates			Rates			Rates			Rates			Rates
(Dollars in Thousands)	Projection		Up 1%			Up 2%			Up 3%			Up 4%			Down 1%			Down 2%			Down 3%
June 30, 2019 12 Month Projection
Interest Income	$	50,944	$	55,978		$	60,966		$	65,916		$	70,792		$	45,675		$	40,198		$	38,093
Interest Expense		2,731		4,384			6,038			7,692			9,345			1,472			1,082			1,078
Net Interest Income	$	48,213	$	51,594		$	54,928		$	58,224		$	61,447		$	44,203		$	39,116		$	37,015

Percent Change From Base Projection				7.0	%		13.9	%		20.8	%		27.4	%		-8.3	%		-18.9	%		-23.2	%
ALCO Policy Limit (+/-)				10.0	%		15.0	%		20.0	%		25.0	%		10.0	%		15.0	%		20.0	%

	Base		Rates			Rates			Rates			Rates			Rates			Rates			Rates
(Dollars in Thousands)	Projection		Up 1%			Up 2%			Up 3%			Up 4%			Down 1%			Down 2%			Down 3%
December 31, 2018 12 Month Projection
Interest Income	$	52,131	$	54,672		$	57,191		$	59,685		$	62,046		$	49,619		$	46,524		$	45,265
Interest Expense		2,755		4,444			6,133			7,822			9,511			1,488			1,134			1,121
Net Interest Income	$	49,376	$	50,228		$	51,058		$	51,863		$	52,535		$	48,131		$	45,390		$	44,144

Percent Change From Base Projection				1.7	%		3.4	%		5.0	%		6.4	%		-2.5	%		-8.1	%		-10.6	%
ALCO Policy Limit (+/-)				10.0	%		15.0	%		20.0	%		30.0	%		10.0	%		15.0	%		20.0	%

-30-

Due to the large amount of cash held in variable rate deposits at the Federal Reserve Bank, the increase in Net Interest Income in the 3% and 4% rising rate scenarios exceeded the Bank’s policy limits. The decrease in Net Interest Income in the 2% and 3% decreasing rate scenarios also exceeded the Bank’s policy limits because the cost of funds is less than 2% and could not benefit from the full 2% or 3% rate shift. Management is in the process of reinvesting the cash in investment securities that will reduce the risk to acceptable levels, and the risk levels decreased during the quarter ended June 30, 2019.

The tables below summarize the amount of interest rate risk to the economic value of the Bank’s equity as of June 30, 2019 and December 31, 2018:

	Economic Value at June 30, 2019
	Rates
(Dollars in Millions)	Base		Up 1%			Up 2%			Up 3%			Up 4%			Down 1%			Down 2%			Down 3%
Assets	$	1,322,924	$	1,309,444		$	1,296,248		$	1,283,195		$	1,270,260		$	1,335,213		$	1,346,016		$	1,354,916
Liabilities		1,132,425		1,106,344			1,081,280			1,057,184			1,034,011			1,160,539			1,192,309			1,196,923
Stockholders' Equity	$	190,499	$	203,100		$	214,968		$	226,011		$	236,249		$	174,674		$	153,707		$	157,993

Change in Equity				6.6	%		12.8	%		18.6	%		24.0	%		-8.3	%		-19.3	%		-17.1	%
ALCO Policy Limit (+/-)				10.0	%		20.0	%		30.0	%		40.0	%		10.0	%		20.0	%		30.0	%

	Economic Value at December 31, 2018
	Rates
(Dollars in Millions)	Base		Up 1%			Up 2%			Up 3%			Up 4%			Down 1%			Down 2%			Down 3%
Assets	$	1,329,149	$	1,298,132		$	1,268,967		$	1,241,032		$	1,214,084		$	1,357,942		$	1,385,228		$	1,399,592
Liabilities		1,129,827		1,103,978			1,079,135			1,055,251			1,032,280			1,157,675			1,189,053			1,197,122
Stockholders' Equity	$	199,322	$	194,154		$	189,832		$	185,781		$	181,804		$	200,267		$	196,175		$	202,470

Change in Equity				-2.6	%		-4.8	%		-6.8	%		-8.8	%		0.5	%		-1.6	%		1.6	%
ALCO Policy Limit (+/-)				10.0	%		20.0	%		30.0	%		40.0	%		10.0	%		20.0	%		30.0	%

The Economic Value of Equity analysis measures market risk by estimating the changes in the economic values of the Bank’s equity caused by changes in interest rates. This analysis indicates that moving assets from long term fixed investment securities to variable rate overnight deposits changed the market risk of our balance sheet, however, the estimated variability of the economic value of equity was within the Bank’s established policy limits.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 30, 2019, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2019, in alerting them in a timely manner to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2019, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-31-

Part II Other Information

Item 1. Legal Proceedings

Except as set forth below and in the Company’s Annual Report on Form 10-K originally filed with the SEC on March 18, 2019 (the “2018 10-K”), neither the Company nor its subsidiaries are a party to, nor is any of their property the subject of any material legal proceedings other than ordinary routine litigation incidental to their respective businesses, nor are any such proceedings known to be contemplated by governmental authorities.

Except as described below, there have been no material developments with respect to any of the matters referenced in the 2018 10-K since the filing thereof.

On December 20, 2018, plaintiff Gaylord Viky sued the Company and its individual directors for breach of fiduciary duty in the Circuit Court for the County of Monroe, captioned Viky v. MBT Financial Corporation, et al. , 18-141600-CB. On May 29, 2019 the Viky action was consolidated with two other similar suits ( Zimmer v. First Merchants Corporation , et al. and Hollingsworth v. MBT Financial Corporation, et al. ). In addition, on May 2, 2019 and March 11, 2019, respectively, two additional similar suits filed in Monroe County ( Gary Nowitzke v. MBT Financial Corporation, et al. and Paul Parshall v. MBT Financial Corporation, et al. ) were voluntarily dismissed.

On June 24, 2019, the Plaintiffs in the consolidated Viky action filed a Consolidated Amended Complaint alleging class action and derivative claims for breach of fiduciary duty, as well as a derivative claim for unjust enrichment (Plaintiffs have since agreed to dismiss the unjust enrichment claim). The complaint alleges that the Company’s directors have breached their fiduciary duties by omitting certain material information from First Merchants’ Registration Statement on Form S-4 filed with the SEC, which includes First Merchants’ prospectus with respect to the shares of First Merchants’ common stock to be issued in the Merger and the Company’s proxy statement for its special stockholders’ meeting that was held on February 14, 2019; by agreeing to unreasonable deal terms with respect to the First Merchants merger; and by ignoring conflicts of interest and engaging in self-dealing with respect to the First Merchants merger. The complaint seeks preliminary and permanent injunction from proceeding with, consummating, or closing the proposed merger, rescission and rescissory damages if the proposed merger is completed, and damages, including attorneys’ and experts’ fees.

The Company intends to vigorously defend all of the above state court cases.

On February 4, 2019, in the United States District Court for the Eastern District of Michigan Southern Division captioned: Lesly Pompy, M.D. and Interventional Pain Management Associates, P.C. v MBT Financial Corp., et al. The complaint, filed pro se by the plaintiff in the case, names the Company and two of its officers, as defendants. At the core of the claims are allegations that when the Company complied with search warrants and seizure orders procured and served by law enforcement, it resulted in certain of Pompy’s bank accounts being frozen. The Complaint alleges that the Company violated Michigan’s “Adverse Claim to Bank Deposit” statute, MCL § 487.691, by failing to give Pompy notice of the search warrants and seizure orders. On March 5, 2019, a motion to dismiss the case was filed on behalf of the Company and its officers. The Company intends to vigorously defend the case. The Company and its officers have also been sued by three former pain management patients of Dr. Pompy, alleging similar facts as Dr. Pompy. In July 2019 those claims were all consolidated in one case before the United States District Court, Eastern District of Michigan. The Company either has filed or will file motions to dismiss all of the claims.

Item 1A. Risk Factors

There have been no material changes in the risk factors disclosed by the Company in its Report on Form 10-K for the fiscal year ended December 31, 2018.

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

The Company has a stock repurchase program which it publicly announced on January 25, 2018. On that date, the Board of Directors authorized the repurchase of 2 million of the Company’s common shares, which authorization commenced on February 1, 2018 and will expire on January 31, 2020. The Company did not repurchase any shares of its common stock during the three months ended June 30, 2019, and 2,000,000 shares remain available under the repurchase authorization.

Item 3 . Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

-32-

Item 6. Exhibits

	2.1	Agreement and Plan of Reorganization and Merger between First Merchants Corporation and MBT Financial Corp. dated October 9, 2018. Previously filed as Exhibit 2.1 to MBT Financial Corp.'s Form 8-K filed with the Securities and Exchange Commission on October 10, 2018.

	3.1	Amended and Restated Articles of Incorporation of MBT Financial Corp. Previously filed as Exhibit 3.1 to MBT Financial Corp.’s Form 10-Q for its quarter ended June 30, 2016.

3.2

Amended and Restated Bylaws of MBT Financial Corp. Previously filed as Exhibit 3.2 to MBT Financial Corp.’s Form 10-Q for its quarter ended March 31, 2008.

31.1

Certification by Chief Executive Officer required by Securities and Exchange Commission Rule 13a-14.

31.2

Certification by Chief Financial Officer required by Securities and Exchange Commission Rule 13a-14.

32.1

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

	32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

-33-

Signatures

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

	MBT Financial Corp.
	(Registrant)


August 8 , 2019	By	/s/ H. Douglas Chaffin
Date		H. Douglas Chaffin
		President &
		Chief Executive Officer

August 8 , 2019	By	/s/ John L. Skibski
Date		John L. Skibski
		Executive Vice President and
		Chief Financial Officer

-34-

Exhibit Index

Exhibit Number	Description of Exhibits
31.1	Certification by Chief Executive Officer required by Securities and Exchange Commission Rule 13a-14.

31.2	Certification by Chief Financial Officer required by Securities and Exchange Commission Rule 13a-14.

32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

-35-

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