8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 1, 2019

MACKINAC FINANCIAL CORPORATION

(previous filings under the name NORTH COUNTRY FINANCIAL CORPORATION)

(Exact name of registrant as specified in its charter)

MICHIGAN	0-20167	38-2062816
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

130 SOUTH CEDAR STREET, MANISTIQUE, MICHIGAN	49854
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 343-8147

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

Title of each class: Trading Symbol(s) Name of each exchange on which registered:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 2.02Results of Operations and Financial Condition.

On May 1, 2019, Registrant issued a press release announcing its results of operations for the three months ended March 31, 2019 and Statement of Financial Condition as of March 31, 2019.  The press release is attached as Exhibit No. 99 and incorporated herein by reference.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits

The following exhibits are furnished herewith:

EXHIBIT
NUMBER	EXHIBIT DESCRIPTION
99	Press Release of Mackinac Financial Corporation dated May 1, 2019

SIGNATURE

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 hereunto duly authorized.

	MACKINAC FINANCIAL CORPORATION
Date: May 1, 2019
	By:	/s/ Jesse A. Deering
		Jesse A. Deering
		EVP/CFO

2

EX-99

Exhibit 99

PRESS RELEASE

For Release:	May 1, 2019
Nasdaq:	MFNC
Contact:	Jesse A. Deering, EVP & Chief Financial Officer (248) 290-5906 /jdeering@bankmbank.com
Website:	www.bankmbank.com

MACKINAC FINANCIAL CORPORATION

REPORTS 2019 FIRST QUARTER RESULTS

Manistique, Michigan – Mackinac Financial Corporation (Nasdaq: MFNC) (the “Corporation”), the bank holding company for mBank, today announced 2019 first quarter net income of $3.17 million, or $.30 per share, compared to 2018 first quarter net income of $1.54 million, or $.24 per share.  The 2018 first quarter results included expenses related to the acquisition of First Federal of Northern Michigan (“FFNM”), which had an after-tax impact of $200 thousand on earnings.  Adjusted net income (net of transaction related and other one-time expenses) for the first quarter of 2018 was $1.74 million or $.28 per share.  First quarter 2019 net income compared to 2018 adjusted net income increased by $1.43 million, or 82%.

Weighted average shares outstanding for the first quarter 2019 were 10,720,127 compared to 6,304,203 for the same period of 2018.  The Corporation issued 2,146,378 new shares for the FFNM purchase in May 2018 and issued an additional 2,225,807 shares related to the common stock offering completed in June 2018.

Total assets of the Corporation at March 31, 2019 were $1.32 billion, compared to $983.93 million at March 31, 2018.  Shareholders’ equity at March 31, 2019 totaled $154.75 million, compared to $81.86 million at March 31, 2018.  Book value per share outstanding equated to $14.41 at the end of the first quarter 2019 compared to $12.93 per share outstanding a year ago.  Tangible book value at quarter-end was $129.97 million or $12.10 per share outstanding compared to $74.30 million or $11.73 per share at the end of the first quarter 2018.

Additional notes:

·mBank, the Corporation’s primary asset, recorded net income of $3.46 million for the first quarter of 2019, compared to $2.05 million for the same period of 2018, equating to an increase of $1.41 million or 69%. The increase in net income equated to an improvement in Return on Average Assets at the bank from .85% in first quarter 2018 to 1.06% in the first quarter of 2019.

·Reliance on higher-cost brokered deposits continues to decrease significantly from $191.46, million or 23.73% of total deposits at the end of the first quarter 2018, to $136.76 million, or 12.46% of total deposits at year-end 2018 to a first quarter 2019 balance of $119.18, million or 10.86% of total deposits.

·Total core bank deposits increased $17.29 million in the first quarter of 2019 through more proactive sales activity in the treasury management line of business and increased marketing efforts in key retail markets.

·New loan production of $81.4 million in the first quarter of 2019, compared to $44.9 million in 2018 first quarter.

·First quarter 2019 net interest margin remains strong at 4.55%.  Core operating margin, which is net of accretion from acquired loans that were subject to purchase accounting adjustments, was 4.37%.

·mBank was awarded the 2018 Diversity Community Lender of the Year award from the U.S. Small Business Administration of Michigan for its continued work and commitment to using government sponsored loan programs to provide funding to local businesses and provide the capital they need to grow and strengthen communities. mBank was selected based on superior support provided to advance diverse participation among small businesses from historically underrepresented groups including minorities, women, and veterans.  Community activities were also considered in the selection process.

Revenue

Total revenue of the Corporation for first quarter 2019 was $16.95 million compared to $11.67 million for the first quarter of 2018.  Total interest income for the first three months of 2019 was $15.83 million compared to $11.06 million for the same period in 2018. The 2019 first quarter interest income included accretive yield of $526 thousand from combined credit mark accretion associated with acquisitions compared to $204 thousand in the same period of 2018.

Loan Production and Portfolio Mix

Total balance sheet loans at March 31, 2019 were $1.05 billion compared to March 31, 2018 balances of $812.44 million.  Total loans under management reside at $1.38 billion, which includes $329.87 million of service retained loans.  Overall loan production for the first three months of 2019 was $81.4 million compared to $44.9 million in the first quarter 2018, an increase of $36.5 million, or 80.9%.  Increased production was evident in all lines of business and across the entire market footprint.  As illustrated in the chart below, first quarter production levels were similar to historical production levels in our busier seasonal months.

Payoff activity, outside of normal amortization, continued to somewhat constrain portfolio growth and was elevated once again in the first quarter with $27.9 million of total commercial credits paid off ahead of scheduled maturity. Out of this $27.9 million, approximately $10 million resulted from collateral divestments by various borrowers, and another  $8.2 million in client relationships were refinanced into real estate investment trusts at pricing and structure terms that the Corporation does not offer within our traditional bank lending guidelines.

As noted in the charts below, the loan portfolio remains well balanced between fixed and variable rate loans and diversified in terms of geography.   This prudent diversification should help mitigate both interest rate risk and concentration risk should the current elongated good credit cycle outlook begin to turn bearish in light of any adverse national market economic conditions that may arise.

Commenting on new loan production and overall lending activities, President of the Corporation and President and CEO of mBank, Kelly W. George, stated, “Overall loan production increased significantly throughout the first quarter and outpaced last year’s totals by $36 million during the seasonally slowest origination period of the year. Additional markets and the full integration of the new lending teams from the two acquisitions last year provided positive impact to these totals, as expected.   Further, secondary market mortgage activity has been significantly augmented by our larger bank platform and the market expansion in 2018 appears to be positively tempering some seasonality in that specific business line. The first quarter has also provided for a strong pipeline of commercial loan transactions that we expect will close and fund in the second quarter, which are some larger lines of credit and construction loans that will take a period of time to fully draw throughout the year.”

“We continue to monitor payoff activity on the commercial side given the continued competitive pressure for loans from all types of lending conduits.  We will stay true to our underwriting and pricing discipline and not stretch to keep credits on the books that could negatively impact our balance sheet long term. In addition, we are very proud of our continued focus on building our communities through providing capital to small businesses and supporting them through a variety of resources. This commitment remains a cornerstone of our culture and was rewarded by the Small Business Administration (SBA), which recognized the bank with the Diversity Community Lender of the Year Award for 2018. Our commercial lenders do a great job of looking for opportunities to use the various programs from the SBA and other governmental agencies, which are so important in communities such as ours to help augment lending terms for businesses and provide the capital necessary for job creation and economic growth throughout our local markets.”

Credit Quality

Nonperforming loans totaled $5.59 million, or .53% of total loans at March 31, 2019 compared to $4.34 million, or .53% of total loans at March 31, 2018. Total loan delinquencies greater than 30 days resided at a nominal .95%, compared to .69% in 2018.  The Nonperforming assets to total assets ratio resided at .57% for first quarter of 2019 compared to .70% for the first quarter of 2018.

Commenting on overall credit risk, Mr. George stated, “As expected, we have normalized the slight increase in our non-performing and problem loan credit ratios that occurred in 2018 following the FFNM and Lincoln acquisitions. We have seen no signs of any adverse systemic issues in terms of increased payment period times for legacy clients or material deterioration in commercial client financial statements in any of our core industries in which we lend. We also carry a very low level of

Other Real Estate Owned, limiting expenses and time and expense in resolution of those properties. Purchase accounting marks from the previously acquired banks have continued to prove accurate, attaining expected accretion levels which should continue into 2019.”

Margin Analysis and Funding

Net interest income for first quarter 2019 was $13.24 million, resulting in a Net Interest Margin (NIM) of 4.55% compared to $9.31 million in the first quarter 2018 and a NIM of 4.19%.  Core operating margin, which is net of accretion from acquired loans that were subject to purchase accounting adjustments, was 4.37% for the first quarter 2019.  Comparatively, net interest income for the fourth quarter of 2018 resided at $13.79 million, a NIM of 4.64%, and core NIM of 4.32%.  As illustrated in the chart below, while total Net Interest Margin decreased slightly quarter-over-quarter, the decrease resulted from $420 thousand less in purchase accounting interest income (accretion) from acquired loans.  This decrease consisted of a $155 thousand decrease in performing accretion, which is following its expected schedule and a $265 thousand decrease in non-performing accretion, which is less predictable as to when it will be recognized.

Total bank deposits (excluding brokered deposits) have increased by $362.73 million year-over-year from $615.34 million at March 31, 2018 to $978.07 million at first quarter-end 2019.  Total brokered deposits have decreased significantly and were $119.18 million at March 31, 2019 compared to $191.46 million at March 31, 2018, a decrease of 38%.  FHLB (Federal Home Loan Bank) borrowings were also reduced from $60 million at the end of the first quarter 2018 to $47 million at the end of the first quarter 2019.

Mr. George stated, “Core bank deposits have increased significantly year-over-year as a result of both our 2018 acquisition activity and strong deposit gathering efforts in our branches and by our treasury management team.  Our bank deposits are up $17 million since year end 2018 and have allowed for an additonal $17 million reduction in higher cost brokered deposits over the course of the first quarter. With continued focus and progress, we have significantly lessened our reliance on wholesale funding while maintaining a strong liquidity position.  Our focus on new core deposit procurement remains a key initiative for 2019 as we look to continue to wind down our wholesale funding sources through continued aggressive marketing and business development initiatives in our higher volume markets.”

Noninterest Income / Expense

First quarter 2019 Noninterest Income was $1.12 million compared to $614 thousand for the same period of 2018.  The significant year-over year improvement is a combination of the scale provided by the two 2018 acquisitions as well as continued focus on drivers of noninterest income, including secondary market mortgage and SBA sales. Noninterest Expense for the first quarter of 2019 was $10.24 million compared to $7.93 million for the same period of 2018.  The expense variance from 2018 was heavily impacted by the additional expense related to the larger bank platform following the FFNM and Lincoln transactions, including additional salary, benefits and occupancy costs as well as some transaction related expenses.  For comparison purposes, noninterest expense remains slightly improved quarter-over-quarter with the fourth quarter of 2018 equating to $10.68 million.

Assets and Capital

Total assets of the Corporation at March 31, 2019 were $1.32 billion, compared to $983.93 million at March 31, 2018.  Shareholders’ equity at March 31, 2019 totaled $154.75 million compared to $81.86 million at March 31, 2018.  Book value per share outstanding equated to $14.41 at the end of the first quarter 2019 compared to $12.93 per share outstanding a year ago.  Tangible book value at quarter-end was $129.97 million or $12.10 per share outstanding compared to $74.30 million, or $11.73 per share, at the end of the first quarter 2018.   Both the common stock offering and the acquisitions had positive impacts on the Corporation’s overall capitalization and regulatory capital ratios. Both the Corporation and the Bank are “well-capitalized” with total risk-based capital to risk-weighted assets of 12.79% and 12.58% and tier 1 capital to total tier 1 average assets at the Corporation of 9.54% and at the bank of 9.44%.

Paul D. Tobias, Chairman and Chief Executive Officer of the Corporation and Chairman of mBank concluded, “We believe that the first quarter of 2019 reflects the positive impact of our 2018 acquisitions and organic growth efforts with an improved balance sheet and higher bottom line net income levels. We reviewed several external opportunities for acquisition later in 2018 and in the first quarter of this year, but pricing levels were too high.  We will continue to be receptive to acquisitions with sound economics as we focus on organic growth, credit trends and operating efficiencies in 2019.”

Mackinac Financial Corporation is a registered bank holding company formed under the Bank Holding Company Act of 1956 with assets in excess of $1.3 billion and whose common stock is traded on the NASDAQ stock market as “MFNC.”   The principal subsidiary of the Corporation is mBank.  Headquartered in Manistique, Michigan, mBank has 29 branch locations; eleven in the Upper Peninsula, ten in the Northern Lower Peninsula, one in Oakland County, Michigan, and seven in Northern Wisconsin.  The Company’s banking services include commercial lending and treasury management products and services geared toward small to mid-sized businesses, as well as a full array of personal and business deposit products and consumer loans.

Forward-Looking Statements

This release contains certain forward-looking statements.  Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “should,” “will,” and variations of such words and similar expressions are intended to identify forward-looking statements: as defined by the Private Securities Litigation Reform Act of 1995.  These statements reflect management’s current beliefs as to expected outcomes of future events and are not guarantees of future performance.  These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence.  Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.  Factors that could cause a difference include among others: changes in the national and local economies or market conditions; changes in interest rates and banking regulations; the impact of competition from traditional or new sources; and the possibility that anticipated cost savings

and revenue enhancements from mergers and acquisitions, bank consolidations, and other sources may not be fully realized at all or within specified time frames as well as other risks and uncertainties including but not limited to those detailed from time to time in filings of the Company with the Securities and Exchange Commission.  These and other factors may cause decisions and actual results to differ materially from current expectations.  Mackinac Financial Corporation undertakes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

MACKINAC FINANCIAL CORPORATION AND SUBSIDIARIES

SELECTED FINANCIAL HIGHLIGHTS

	As of and For the			As of and For the			As of and For the
	Quarter Ending			Year Ending			Quarter Ending
	March 31,			December 31,			March 31,
(Dollars in thousands, except per share data)	2019			2018			2018
	(Unaudited)			(Unaudited)			(Unaudited)
Selected Financial Condition Data (at end of period):
Assets	$	1,316,996		$	1,318,040		$	983,929
Loans	1,045,428			1,038,864			812,441
Investment securities	113,460			116,748			73,902
Deposits	1,097,248			1,097,537			806,797
Borrowings	53,658			60,441			90,002
Shareholders’ equity	154,746			152,069			81,857
Selected Statements of Income Data:
Net interest income	$	13,236		$	47,130		$	9,309
Income before taxes	4,009			10,593			1,945
Net income	3,167			8,367			1,537
Income per common share - Basic	.30			.94			.24
Income per common share - Diluted	.30			.94			.24
Weighted average shares outstanding - Basic	10,720,127			8,891,967			6,304,203
Weighted average shares outstanding- Diluted	10,723,921			8,921,658			6,330,210
Selected Financial Ratios and Other Data:
Performance Ratios:
Net interest margin	4.55		%	4.44		%	4.19		%
Efficiency ratio	70.81			77.70			79.25
Return on average assets	.97			.71			.63
Return on average equity	8.36			6.94			7.61
Average total assets	$	1,320,080		$	1,177,455		$	982,679
Average total shareholders’ equity	153,689			120,478			81,894
Average loans to average deposits ratio	95.10		%	97.75		%	100.70		%
Common Share Data at end of period:
Market price per common share	$	15.74		$	13.65		$	16.25
Book value per common share	14.41			14.20			12.93
Tangible book value per share	12.10			11.61			11.73
Dividends paid per share, annualized	.480			.480			.480
Common shares outstanding	10,740,712			10,712,745			6,332,560
Other Data at end of period:
Allowance for loan losses	$	5,154		$	5,183		$	5,101
Non-performing assets	$	7,549		$	8,196		$	6,868
Allowance for loan losses to total loans	.49		%	.50		%	.63		%
Non-performing assets to total assets	.57		%	.62		%	.70		%
Texas ratio	5.59		%	6.33		%	6.87		%
Number of:
Branch locations	29			29			23
FTE Employees	305			288			227

MACKINAC FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,			March 31
	2019			2018			2018
	(Unaudited)						(Unaudited)
ASSETS
Cash and due from banks	$	55,923		$	64,151		$	40,411
Federal funds sold	1,040			6			16
Cash and cash equivalents	56,963			64,157			40,427
Interest-bearing deposits in other financial institutions	12,712			13,452			11,391
Securities available for sale	113,460			116,748			73,902
Federal Home Loan Bank stock	4,924			4,924			3,112
Loans:
Commercial	732,678			717,032			579,718
Mortgage	293,126			301,461			215,804
Consumer	19,624			20,371			16,919
Total Loans	1,045,428			1,038,864			812,441
Allowance for loan losses	(5,154		)	(5,183		)	(5,101		)
Net loans	1,040,274			1,033,681			807,340
Premises and equipment	23,479			22,783			16,329
Other real estate held for sale	1,961			3,119			2,526
Deferred tax asset	6,906			5,763			4,674
Deposit based intangibles	5,549			5,720			1,860
Goodwill	19,224			22,024			5,694
Other assets	31,544			25,669			16,674
TOTAL ASSETS	$	1,316,996		$	1,318,040		$	983,929
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest bearing deposits	$	245,201		$	241,556		$	143,129
NOW, money market, interest checking	363,753			368,890			260,051
Savings	110,978			111,358			63,867
CDs<$250,000	245,427			225,236			135,554
CDs>$250,000	12,706			13,737			12,738
Brokered	119,183			136,760			191,458
Total deposits	1,097,248			1,097,537			806,797
Federal funds purchased	6,780			2,905			10,000
Borrowings	46,878			57,536			80,002
Other liabilities	11,344			7,993			5,273
Total liabilities	1,162,250			1,165,971			902,072
SHAREHOLDERS’ EQUITY:
Common stock and additional paid in capital - No par value Authorized - 18,000,000 shares Issued and outstanding - 10,740,712; 10,712,745 and 6,332,560 respectively	129,204			129,066			62,080
Retained earnings	25,347			23,466			20,493
Accumulated other comprehensive income (loss)
Unrealized (losses) gains on available for sale securities	413			(245		)	(495		)
Minimum pension liability	(218		)	(218		)	(221		)
Total shareholders’ equity	154,746			152,069			81,857
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,316,996		$	1,318,040		$	983,929

MACKINAC FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
	2019			2018
	(Unaudited)
INTEREST INCOME:
Interest and fees on loans:
Taxable	$	14,595		$	10,390
Tax-exempt	47			25
Interest on securities:
Taxable	703			372
Tax-exempt	98			69
Other interest income	385			199
Total interest income	15,828			11,055
INTEREST EXPENSE:
Deposits	2,354			1,236
Borrowings	238			510
Total interest expense	2,592			1,746
Net interest income	13,236			9,309
Provision for loan losses	100			50
Net interest income after provision for loan losses	13,136			9,259
OTHER INCOME:
Deposit service fees	406			269
Income from loans sold on the secondary market	312			177
SBA/USDA loan sale gains	125			51
Mortgage servicing amortization	(8		)	(8		)
Other	282			125
Total other income	1,117			614
OTHER EXPENSE:
Salaries and employee benefits	5,435			4,154
Occupancy	1,081			811
Furniture and equipment	718			531
Data processing	709			504
Advertising	309			195
Professional service fees	434			304
Loan origination expenses and deposit and card related fees	179			126
Writedowns and losses on other real estate held for sale	28			26
FDIC insurance assessment	134			156
Communications expense	228			155
Transaction related expenses	—			189
Other	989			777
Total other expenses	10,244			7,928
Income before provision for income taxes	4,009			1,945
Provision for income taxes	842			408
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	3,167		$	1,537
INCOME PER COMMON SHARE:
Basic	$	.30		$	.24
Diluted	$	.30		$	.24

MACKINAC FINANCIAL CORPORATION AND SUBSIDIARIES

LOAN PORTFOLIO AND CREDIT QUALITY

(Dollars in thousands)

Loan Portfolio Balances (at end of period):

	March 31,		December 31,		March 31,
	2018		2018		2018
	(Unaudited)		(Unaudited)		(Unaudited)
Commercial Loans:
Real estate - operators of nonresidential buildings	$	147,752	$	150,251	$	118,458
Hospitality and tourism	85,604		77,598		75,046
Lessors of residential buildings	46,702		50,204		33,127
Gasoline stations and convenience stores	24,663		24,189		21,771
Logging	21,073		20,860		16,628
Commercial construction	33,118		29,765		8,004
Other	373,766		364,165		306,684
Total Commercial Loans	732,678		717,032		579,718
1-4 family residential real estate	281,104		286,908		204,542
Consumer	19,624		20,371		16,919
Consumer construction	12,022		14,553		11,262
Total Loans	$	1,045,428	$	1,038,864	$	812,441

Credit Quality (at end of period):

	March 31,			December 31,			March 31,
	2018			2018			2018
	(Unaudited)			(Unaudited)			(Unaudited)
Nonperforming Assets :
Nonaccrual loans	$	5,588		$	5,054		$	4,165
Loans past due 90 days or more	—			23			—
Restructured loans	—			—			177
Total nonperforming loans	5,588			5,077			4,342
Other real estate owned	1,961			3,119			2,526
Total nonperforming assets	$	7,549		$	8,196		$	6,868
Nonperforming loans as a % of loans	.53		%	.49		%	.53		%
Nonperforming assets as a % of assets	.57		%	.62		%	.70		%
Reserve for Loan Losses:
At period end	$	5,154		$	5,183		$	5,101
As a % of average loans	.49		%	.50		%	.63		%
As a % of nonperforming loans	92.23		%	102.09		%	117.48		%
As a % of nonaccrual loans	92.23		%	102.55		%	122.47		%
Texas Ratio	5.59		%	6.33		%	6.87		%
Charge-off Information (year to date):
Average loans	$	1,046,740		$	941,221		$	810,688
Net charge-offs (recoveries)	$	129		$	396		$	28
Charge-offs as a % of average loans, annualized	.05		%	.04		%	.01		%

MACKINAC FINANCIAL CORPORATION AND SUBSIDIARIES QUARTERLY FINANCIAL HIGHLIGHTS

	QUARTER ENDED
	(Unaudited)
	March 31,			December 31			September 30,			June 30			March 31
	2019			2018			2018			2018			2018
BALANCE SHEET (Dollars in thousands)
Total loans	$	1,045,428		$	1,038,864		$	993,808		$	1,003,377		$	812,441
Allowance for loan losses	(5,154		)	(5,183		)	(5,186		)	(5,141		)	(5,101		)
Total loans, net	1,040,274			1,033,681			988,622			998,236			807,340
Total assets	1,316,996			1,318,040			1,254,335			1,274,095			983,929
Core deposits	965,359			947,040			885,988			844,894			602,601
Noncore deposits	131,889			150,497			142,070			170,607			204,196
Total deposits	1,097,248			1,097,537			1,028,058			1,015,501			806,797
Total borrowings	53,678			60,441			69,216			91,747			90,002
Total shareholders’ equity	154,746			152,069			149,367			148,867			81,857
Total tangible equity	129,973			124,325			124,605			123,974			74,303
Total shares outstanding	10,740,712			10,712,745			10,712,745			10,712,745			6,332,560
Weighted average shares outstanding	10,720,127			10,712,745			10,712,745			7,769,720			6,304,203
AVERAGE BALANCES (Dollars in thousands)
Assets	$	1,320,080		$	1,320,996		$	1,284,068		$	1,117,188		$	982,679
Loans	1,046,740			1,043,409			1,001,763			905,802			810,688
Deposits	1,099,644			1,087,174			1,042,004			913,220			805,092
Equity	153,689			149,241			149,202			100,518			81,894
INCOME STATEMENT (Dollars in thousands)
Net interest income	$	13,236		$	13,795		$	13,214		$	10,813		$	9,309
Provision for loan losses	100			300			50			100			50
Net interest income after provision	13,136			13,495			13,164			10,713			9,259
Total noninterest income	1,117			1,443			1,343			863			614
Total noninterest expense	10,244			10,678			10,618			11,077			7,928
Income before taxes	4,009			4,260			3,889			499			1,945
Provision for income taxes	842			895			820			103			408
Net income available to common shareholders	$	3,167		$	3,365		$	3,069		$	396		$	1,537
Income pre-tax, pre-provision	$	4,109		$	4,560		$	3,939		$	599		$	1,995
PER SHARE DATA
Earnings per common share	$	.30		$	.31		$	.29		$	.05		$	.24
Book value per common share	14.41			14.20			13.94			13.90			12.93
Tangible book value per share	12.10			11.61			11.63			11.57			11.73
Market value, closing price	15.74			13.65			16.20			16.58			16.25
Dividends per share	.120			.120			.120			.120			.120
ASSET QUALITY RATIOS
Nonperforming loans/total loans	.53		%	.49		%	.46		%	.50		%	.53		%
Nonperforming assets/total assets	.57			.62			.53			.59			.70
Allowance for loan losses/total loans	.49			.50			.52			.51			.63
Allowance for loan losses/nonperforming loans	92.23			102.09			114.58			102.31			117.48
Texas ratio	5.59			6.33			5.14			5.80			6.87
PROFITABILITY RATIOS
Return on average assets	.97		%	1.01		%	.95		%	.14		%	.63		%
Return on average equity	8.36			8.95			8.16			1.58			7.61
Net interest margin	4.55			4.64			4.60			4.26			4.19
Average loans/average deposits	95.10			95.97			96.14			99.19			100.70
CAPITAL ADEQUACY RATIOS
Tier 1 leverage ratio	9.54		%	9.24		%	9.51		%	9.39		%	7.25		%
Tier 1 capital to risk weighted assets	12.28			11.95			12.62			11.87			8.79
Total capital to risk weighted assets	12.79			12.47			13.17			12.39			9.43
Average equity/average assets (for the quarter)	11.64			11.30			11.62			9.00			8.33
Tangible equity/tangible assets (at quarter end)	10.06			9.64			10.13			9.92			7.62