The Quarterly
NBN Q3 2015 10-Q

Northeast Bancorp (NBN) SEC Quarterly Report (10-Q) for Q4 2015

NBN Q1 2016 10-Q
NBN Q3 2015 10-Q NBN Q1 2016 10-Q
Table Of Contents

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

FORM 10-Q

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

For the quarterly period ended December 31, 2015

Commission File Number: 1-14588

Northeast Bancorp

(Exact name of registrant as specified in its charter)

Maine

01-0425066

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

500 Canal Street, Lewiston, Maine

04240

(Address of Principal executive offices)

(Zip Code)

(207) 786-3245

Registrant's telephone number, including area code

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer __ Accelerated filer __ Non-accelerated filer ___ Smaller Reporting Company ☑

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of February 1, 2016, the registrant had outstanding 8,482,819 shares of voting common stock, $1.00 par value per share and 1,029,110 shares of non-voting common stock, $1.00 par value per share.

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Part I.

Financial Information

Item 1.

Financial Statements (unaudited)

Consolidated Balance Sheets

December 31, 2015 and June 30, 2015 3

Consolidated Statements of Income

Three Months Ended December 31, 2015 and 2014
Six Months Ended December 31, 2015 and 2014 4

Consolidated Statements of Comprehensive Income

Three Months Ended December 31, 2015 and 2014
Six Months Ended December 31, 2015 and 2014 5

Consolidated Statements of Changes in Stockholders' Equity

Six Months Ended December 31, 2015 and 2014 6

Consolidated Statements of Cash Flows

Six Months Ended December 31, 2015 and 2014 7

Notes to Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

44

Item 4.

Controls and Procedures

44

Part II.

Other Information

Item 1.

Legal Proceedings

44

Item 1 A .

Risk Factors

44

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

44

Item 3.

Defaults Upon Senior Securities

44

Item 4.

Mine Safety Disclosures

45

Item 5.

Other Information

45

Item 6.

Exhibits

45

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PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share and per share data)

December 31, 2015

June 30, 2015

Assets

Cash and due from banks

$ 3,485 $ 2,789

Short-term investments

62,878 87,061

Total cash and cash equivalents

66,363 89,850

Available-for-sale securities, at fair value

104,339 101,908

Residential real estate loans held for sale

7,592 7,093

SBA loans held for sale

- 1,942

Total loans held for sale

7,592 9,035

Loans

Commercial real estate

401,075 348,676

Residential real estate

122,427 132,669

Commercial and industrial

149,154 123,133

Consumer

6,780 7,659

Total loans

679,436 612,137

Less: Allowance for loan losses

2,129 1,926

Loans, net

677,307 610,211

Premises and equipment, net

8,461 8,253

Real estate owned and other possessed collateral, net

1,238 1,651

Federal Home Loan Bank stock, at cost

2,571 4,102

Intangible assets, net

1,947 2,209

Bank owned life insurance

15,499 15,276

Other assets

8,784 8,223

Total assets

$ 894,101 $ 850,718

Liabilities and Stockholders' Equity

Deposits

Demand

$ 64,087 $ 60,383

Savings and interest checking

101,117 100,134

Money market

208,324 168,527

Time

353,238 345,715

Total deposits

726,766 674,759

Federal Home Loan Bank advances

30,131 30,188

Wholesale repurchase agreements

- 10,037

Short-term borrowings

2,426 2,349

Junior subordinated debentures issued to affiliated trusts

8,723 8,626

Capital lease obligation

1,252 1,368

Other liabilities

10,190 10,664

Total liabilities

779,488 737,991

Commitments and contingencies

- -

Stockholders' equity

Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2015 and June 30, 2015

- -

Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,490,619 and 8,575,144 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively

8,491 8,575

Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 1,029,110 and 1,012,739 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively

1,029 1,013

Additional paid-in capital

84,525 85,506

Retained earnings

22,340 18,921

Accumulated other comprehensive loss

(1,772 ) (1,288 )

Total stockholders' equity

114,613 112,727

Total liabilities and stockholders' equity

$ 894,101 $ 850,718

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

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NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except share and per share data)

Three Months Ended December 31,

Six Months Ended December 31,

2015

2014

2015

2014

Interest and dividend income:

Interest and fees on loans

$ 11,719 $ 10,948 $ 22,509 $ 21,870

Interest on available-for-sale securities

236 232 464 475

Other interest and dividend income

80 79 176 146

Total interest and dividend income

12,035 11,259 23,149 22,491

Interest expense:

Deposits

1,425 1,281 2,789 2,410

Federal Home Loan Bank advances

259 265 519 588

Wholesale repurchase agreements

- 73 67 145

Short-term borrowings

5 7 13 16

Junior subordinated debentures issued to affiliated trusts

158 188 312 394

Obligation under capital lease agreements

16 19 33 38

Total interest expense

1,863 1,833 3,733 3,591

Net interest and dividend income before provision for loan losses

10,172 9,426 19,416 18,900

Provision for loan losses

896 113 1,065 433

Net interest and dividend income after provision for loan losses

9,276 9,313 18,351 18,467

Noninterest income:

Fees for other services to customers

428 392 836 786

Gain on sales of residential loans held for sale

398 447 957 1,029

Gain on sales of portfolio loans

679 445 1,354 525

Loss recognized on real estate owned and other repossessed collateral, net

(14 ) (31 ) (74 ) (54 )

Bank-owned life insurance income

112 110 224 219

Other noninterest income

21 7 29 19

Total noninterest income

1,624 1,370 3,326 2,524

Noninterest expense:

Salaries and employee benefits

4,854 4,737 9,110 9,270

Occupancy and equipment expense

1,320 1,181 2,610 2,384

Professional fees

264 458 694 766

Data processing fees

366 347 714 692

Marketing expense

66 80 136 148

Loan acquisition and collection expense

219 413 663 687

FDIC insurance premiums

116 110 229 234

Intangible asset amortization

131 166 262 331

Other noninterest expense

860 718 1,589 1,437

Total noninterest expense

8,196 8,210 16,007 15,949

Income before income tax expense

2,704 2,473 5,670 5,042

Income tax expense

960 893 2,059 1,818

Net income

1,744 1,580 3,611 3,224

Weighted-average shares outstanding:

Basic

9,559,369 10,132,349 9,560,913 10,155,598

Diluted

9,569,585 10,132,349 9,567,138 10,155,598

Earnings per common share:

Basic

$ 0.18 $ 0.16 $ 0.38 $ 0.32

Diluted

0.18 0.16 0.38 0.32

Cash dividends declared per common share

$ 0.01 $ 0.01 $ 0.02 $ 0.02

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

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NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

Three Months Ended December 31,

Six Months Ended December 31,

2015

2014

2015

2014

Net income

$ 1,744 $ 1,580 $ 3,611 $ 3,224

Other comprehensive (loss) income, before tax:

Available-for-sale securities:

Change in net unrealized (loss) gain on available-for-sale securities

(692 ) 538 (226 ) 263

Derivatives and hedging activities:

Change in accumulated gain (loss) on effective cash flow hedges

284 (500 ) (554 ) (770 )

Reclassification adjustments for net gains included in net income

- (24 ) - (34 )

Total derivatives and hedging activities

284 (524 ) (554 ) (804 )

Total other comprehensive (loss) income, before tax

(408 ) 14 (780 ) (541 )

Income tax (benefit) expense related to other comprehensive (loss) income

(155 ) 4 (296 ) (183 )

Other comprehensive (loss) income, net of tax

(253 ) 10 (484 ) (358 )

Comprehensive income

$ 1,491 $ 1,590 $ 3,127 $ 2,866

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

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NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(Dollars in thousands, except share and per share data)

Preferred Stock

Voting Common Stock

Non-voting Common Stock

Additional

Paid-in

Retained

Accumulated

Other

Comprehensive

Total

Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Loss

Equity

Balance at June 30, 2014

- $ - 9,260,331 $ 9,260 880,963 $ 881 $ 90,914 $ 12,294 $ (1,283 ) $ 112,066

Net income

- - - - - - - 3,224 - 3,224

Other comprehensive loss, net of tax

- - - - - - - - (358 ) (358 )

Common stock repurchased

- - (448,686 ) (449 ) - - (3,653 ) - - (4,102 )

Conversion of voting common stock to non- voting common stock

- - - - - - - - - -

Dividends on common stock at $0.02 per share

- - - - - - - (204 ) - (204 )

Stock-based compensation

- - - - - - 297 - - 297

Issuance of restricted common stock

- - 168,000 168 - - (168 ) - - -

Forfeiture of restricted common stock

- - (14,221 ) (14 ) - - 14 - - -

Balance at December 31, 2014

- $ - 8,965,424 $ 8,965 880,963 $ 881 $ 87,404 $ 15,314 $ (1,641 ) $ 110,923

Balance at June 30, 2015

- $ - 8,575,144 $ 8,575 1,012,739 $ 1,013 $ 85,506 $ 18,921 $ (1,288 ) $ 112,727

Net income

- - - - - - - 3,611 - 3,611

Other comprehensive loss, net of tax

- - - - - - - - (484 ) (484 )

Common stock repurchased

- - (125,100 ) (125 ) - - (1,204 ) - - (1,329 )

Conversion of voting common stock to non- voting common stock

- - (16,371 ) (16 ) 16,371 16 - - - -

Dividends on common stock at $0.02 per share

- - - - - - - (192 ) - (192 )

Stock-based compensation

- - - - - - 280 - - 280

Issuance of restricted common stock

- - 100,000 100 - - (100 ) - - -

Forfeiture of restricted common stock

- - (43,054 ) (43 ) - - 43 - - -

Balance at December 31, 2015

- $ - 8,490,619 $ 8,491 1,029,110 $ 1,029 $ 84,525 $ 22,340 $ (1,772 ) $ 114,613

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

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NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Six Months Ended December 31,

2015

2014

Operating activities:

Net income

$ 3,611 $ 3,224

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Provision for loan losses

1,065 433

Loss on sale and impairment of real estate owned and other repossessed collateral, net

68 26

Loss on sale of premises and equipment, net

6 28

Accretion of fair value adjustments on loans, net

(5,600 ) (6,117 )

Accretion of fair value adjustments on deposits, net

(4 ) (120 )

Accretion of fair value adjustments on borrowings, net

3 (72 )

Originations of loans held for sale

(49,640 ) (49,444 )

Net proceeds from sales of loans held for sale

50,098 57,264

Gain on sales of residential loans held for sale

(957 ) (1,029 )

Gain on sales of portfolio loans

(1,354 ) (525 )

Amortization of intangible assets

262 331

Bank-owned life insurance income, net

(224 ) (219 )

Depreciation of premises and equipment

824 847

Stock-based compensation

280 297

Amortization of available-for-sale securities, net

490 519

Changes in other assets and liabilities:

Other assets

165 (1,665 )

Other liabilities

(1,027 ) (1,071 )

Net cash (used in) provided by operating activities

(1,934 ) 2,707

Investing activities:

Purchases of available-for-sale securities

(17,548 ) -

Proceeds from maturities and principal payments on available-for-sale securities

14,400 5,786

Loan purchases

(59,311 ) (39,667 )

Proceeds from sales of portfolio loans

14,427 3,665

Loan originations, principal collections, and purchased loan paydowns, net

(15,424 ) (16,778 )

Purchases and disposals of premises and equipment, net

(1,038 ) (234 )

Redemption of Federal Home Loan Bank stock

1,531 -

Proceeds from sales of real estate owned and other repossessed collateral

959 129

Net cash used in investing activities

(62,004 ) (47,099 )

Financing activities:

Net increase in deposits

52,011 57,511

Net increase (decrease) in short-term borrowings

77 (209 )

Repurchase of common stock

(1,329 ) (4,102 )

Dividends paid on common stock

(192 ) (204 )

Repayments of FHLB advances

- (7,500 )

Repayment of wholesale repurchase agreements

(10,000 ) -

Repayment of capital lease obligation

(116 ) (94 )

Net cash provided by financing activities

40,451 45,402

Net (decrease) increase in cash and cash equivalents

(23,487 ) 1,010

Cash and cash equivalents, beginning of period

89,850 82,259

Cash and cash equivalents, end of period

$ 66,363 $ 83,269

Supplemental schedule of noncash investing and financing activities:

Transfers from loans to real estate owned and other repossessed collateral

$ 614 $ 241

Transfers from real estate owned and other repossessed collateral to loans

- 2

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

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NORTHEAST BANCORP AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

December 31, 2015

1. Basis of Presentation

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

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the interim periods presented. These financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2015 ("Fiscal 2015") included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

2. Recent Accounting Pronouncements

In January 2014, the FASB issued ASU No. 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects ("ASU 2014-01"). The amendments in ASU 2014-01 provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company adopted the standard in the current period. See Part I. Item I. "Notes to Unaudited Consolidated Financial Statements – Note 6: Investments in Qualified Affordable Housing Projects" for further discussion and related effect.

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-14, Revenue from Contracts with Customers (Topic 606) ("ASU 2015-14") was issued in August 2015 which defers adoption to annual reporting periods beginning after December 15, 2017.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures ("ASU 2014-11"). ASU 2014-11 requires that repurchase-to-maturity transactions be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. In addition, ASU 2014-11 requires separate accounting for repurchase financings, which entails the transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. ASU 2014-11 requires entities to disclose certain information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements. In addition, ASU 2014-11 requires disclosures related to collateral, remaining contractual tenor and of the potential risks associated with repurchase agreements, securities lending transactions and repurchase-to-maturity transactions. ASU 2014-11 was effective July 1, 2015 and did not have a significant impact on the Company's financial statements.

In August 2014, the FASB issued ASU 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure ("ASU 2014-14"). ASU 2014-14 affects creditors that hold government-guaranteed mortgage loans, including those guaranteed by the Federal Housing Administration (FHA) of the U.S. Department of Housing and Urban Development (HUD), and the U.S. Department of Veterans Affairs (VA). The update requires that, upon foreclosure, a guaranteed mortgage loan be derecognized and a separate other receivable be recognized when specific criteria are met. ASU 2014-14 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. The adoption of this guidance did not have a significant impact on the Company's financial statements.

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In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) ("ASU 2015-07"). The amendment affects reporting entities that elect to measure the fair value of an investment using the net asset value per share as a practical expedient. The Company adopted the standard in the current period. See Part I. Item I. "Notes to Unaudited Consolidated Financial Statements – Note 11: Fair Value Measurements" for further discussion and related effect.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). This guidance changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values, however; the exception requires the Company to adjust the carrying amount for impairment and observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This guidance also changes certain disclosure requirements and other aspects of current US GAAP. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within the fiscal year. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements.

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3. Securities Available-for-Sale

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

December 31, 2015

Amortized

Cost

Gross Unrealized

Gains

Gross Unrealized

Losses

Fair

Value

(Dollars in thousands)

U.S. Government agency securities

$ 51,572 $ 1 $ (78 ) $ 51,495

Agency mortgage-backed securities

48,785 - (943 ) 47,842

Other investments measured at net asset value

5,044 - (42 ) 5,002
$ 105,401 $ 1 $ (1,063 ) $ 104,339

June 30, 2015

Amortized

Cost

Gross Unrealized

Gains

Gross Unrealized

Losses

Fair

Value

(Dollars in thousands)

U.S. Government agency securities

$ 48,191 $ 40 $ (1 ) $ 48,230

Agency mortgage-backed securities

54,553 2 (877 ) 53,678

Other investments measured at net asset value

- - - -
$ 102,744 $ 42 $ (878 ) $ 101,908

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on sale. There were no securities sold during the three and six months ended December 31, 2015 or 2014. At December 31, 2015, investment securities with a fair value of approximately $3.0 million were pledged as collateral to secure outstanding borrowings.

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

December 31, 2015

Less than 12 Months

More than 12 Months

Total

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

(Dollars in thousands)

U.S. Government agency securities

$ 42,495 $ (78 ) $ - $ - $ 42,495 $ (78 )

Agency mortgage-backed securities

10,620 (129 ) 37,222 (814 ) 47,842 (943 )

Other investments measured at net asset value

5,002 (42 ) - - 5,002 (42 )
$ 58,117 $ (249 ) $ 37,222 $ (814 ) $ 95,339 $ (1,063 )

June 30, 2015

Less than 12 Months

More than 12 Months

Total

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

(Dollars in thousands)

U.S. Government agency securities

$ 2,999 $ (1 ) $ - $ - $ 2,999 $ (1 )

Agency mortgage-backed securities

10,295 (106 ) 41,349 (771 ) 51,644 (877 )

Other investments measured at net asset value

- - - - - -
$ 13,294 $ (107 ) $ 41,349 $ (771 ) $ 54,643 $ (878 )

There were no other-than-temporary impairment losses on securities during the three and six months ended December 31, 2015 or 2014.

At December 31, 2015, the Company had sixteen securities in a continuous loss position for greater than twelve months. At December 31, 2015, all of the Company's available-for-sale securities were issued or guaranteed by either government agencies or government-sponsored enterprises. The decline in fair value of the Company's available-for-sale securities at December 31, 2015 is attributable to changes in interest rates.

In addition to considering current trends and economic conditions that may affect the quality of individual securities within the Company's investment portfolio, management of the Company also considers the Company's ability and intent to hold such securities to maturity or recovery of cost. At December 31, 2015, it is more likely than not that the Company will not sell or be required to sell the investment securities before recovery of its amortized cost. As such, management does not believe any of the Company's available-for-sale securities are other-than-temporarily impaired at December 31, 2015.

The investment measured at net asset value is a fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies. The underlying composition of the fund is primarily government agencies or other investment-grade investments. The effective duration of the investments is 4.55 years.

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The amortized cost and fair values of available-for-sale debt securities by contractual maturity are shown below as of December 31, 2015. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized

Cost

Fair

Value

(Dollars in thousands)

Due within one year

$ 39,082 $ 39,067

Due after one year through five years

12,490 12,428

Due after five years through ten years

22,966 22,620

Due after ten years

25,819 25,222
Total  $ 100,357 $ 99,337

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4. Loans, Allowance for Loan Losses and Credit Quality

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

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

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

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

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

December 31, 2015

June 30, 2015

Originated

Purchased

Total

Originated

Purchased

Total

(Dollars in thousands)

Residential real estate

$ 99,312 $ 2,658 $ 101,970 $ 106,275 $ 2,068 $ 108,343

Home equity

20,457 - 20,457 24,326 - 24,326

Commercial real estate

177,941 223,134 401,075 148,425 200,251 348,676

Commercial and industrial

148,932 222 149,154 122,860 273 123,133

Consumer

6,780 - 6,780 7,659 - 7,659

Total loans

$ 453,422 $ 226,014 $ 679,436 $ 409,545 $ 202,592 $ 612,137

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Table Of Contents

Past Due and Nonaccrual Loans

The following is a summary of past due and non-accrual loans:

December 31, 2015

30-59

Days

60-89

Days

Past Due

90 Days or

More-Still

Accruing

Past Due

90 Days or

More-

Nonaccrual

Total

Past

Due

Total

Current

Total

Loans

Non-

Accrual

Loans

(Dollars in thousands)

Originated portfolio:

Residential real estate

$ 607 $ 552 $ - $ 2,199 $ 3,558 $ 95,954 $ 99,312 $ 3,263

Home equity

- - - 11 11 20,446 20,457 11

Commercial real estate

227 188 - 278 693 177,248 177,941 399

Commercial and industrial

- - - 2 2 148,930 148,932 2

Consumer

55 70 - 107 232 6,548 6,780 204

Total originated portfolio

889 810 - 2,597 4,296 449,126 453,422 3,879

Purchased portfolio:

Residential real estate

- 1,186 - - 1,186 1,472 2,658 -

Commercial and industrial

- - - - - 222 222 -

Commercial real estate

8,426 743 - 2,214 11,383 211,751 223,134 2,221

Total purchased portfolio

8,426 1,929 - 2,214 12,569 213,445 226,014 2,221

Total loans

$ 9,315 $ 2,739 $ - $ 4,811 $ 16,865 $ 662,571 $ 679,436 $ 6,100

June 30, 2015

30-59

Days

60-89

Days

Past Due

90 Days or

More-Still

Accruing

Past Due

90 Days or

More-

Nonaccrual

Total

Past

Due

Total

Current

Total

Loans

Non-

Accrual

Loans

(Dollars in thousands)

Originated portfolio:

Residential real estate

$ 239 $ 973 $ - $ 1,393 $ 2,605 $ 103,670 $ 106,275 $ 3,021

Home equity

9 - - 11 20 24,306 24,326 11

Commercial real estate

300 - - 704 1,004 147,421 148,425 994

Commercial and industrial

- - - 2 2 122,858 122,860 2

Consumer

105 29 - 56 190 7,469 7,659 190

Total originated portfolio

653 1,002 - 2,166 3,821 405,724 409,545 4,218

Purchased portfolio:

Residential real estate

- - - - - 2,068 2,068 -

Commercial and industrial

- - - - - 273 273 -

Commercial real estate

86 299 - 2,410 2,795 197,456 200,251 6,532

Total purchased portfolio

86 299 - 2,410 2,795 199,797 202,592 6,532

Total loans

$ 739 $ 1,301 $ - $ 4,576 $ 6,616 $ 605,521 $ 612,137 $ 10,750

Allowance for Loan Losses and Impaired Loans

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

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

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

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

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Table Of Contents

Commercial and industrial: Loans in this segment are made to businesses and are generally secured by the assets of the business. Repayment is expected from the cash flows of the business. Weakness in national or regional economic conditions, and a corresponding weakness in consumer or business spending, will have an adverse effect on the credit quality of this segment.

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

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

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

Levels and trends in delinquencies and nonperforming loans

Trends in the volume and nature of loans

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

Trends in portfolio concentration

National and local economic trends and conditions

Effects of changes or trends in internal risk ratings

Other effects resulting from trends in the valuation of underlying collateral

The allocated component of the allowance for loan losses relates to loans that are classified as impaired. Impairment is measured on a loan-by-loan basis for commercial and industrial, and commercial real estate loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan. Large groups of smaller-balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment based on the group's historical loss experience adjusted for qualitative factors. Accordingly, the Company does not separately identify individual consumer and residential loans for individual impairment and disclosure. However, all TDRs are individually reviewed for impairment.

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

14

Table Of Contents

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

Three Months Ended December 31, 2015

Residential

Real Estate

Commercial

Real Estate

Commercial

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Beginning balance

$ 732 $ 733 $ 134 $ 46 $ 364 $ 56 $ 2,065

Provision

147 125 42 (6 ) 644 (56 ) 896

Recoveries

1 - 4 3 - - 8

Charge-offs

(19 ) (14 ) (1 ) (7 ) (799 ) - (840 )

Ending balance

$ 861 $ 844 $ 179 $ 36 $ 209 $ - $ 2,129

Three Months Ended December 31, 2014

Residential

Real Estate

Commercial

Real Estate

Commercial

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Beginning balance

$ 783 $ 340 $ 49 $ 51 $ 271 $ 45 $ 1,539

Provision

2 (53 ) 5 8 142 9 113

Recoveries

11 1 - 3 - - 15

Charge-offs

- - - (3 ) - - (3 )

Ending balance

$ 796 $ 288 $ 54 $ 59 $ 413 $ 54 $ 1,664

Six Months Ended December 31, 2015

Residential

Real Estate

Commercial

Real Estate

Commercial

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Beginning balance

$ 741 $ 694 $ 117 $ 35 $ 283 $ 56 $ 1,926

Provision

126 187 58 25 725 (56 ) 1,065

Recoveries

13 5 5 5 - - 28

Charge-offs

(19 ) (42 ) (1 ) (29 ) (799 ) - (890 )

Ending balance

$ 861 $ 844 $ 179 $ 36 $ 209 $ - $ 2,129

Six Months Ended December 31, 2014

Residential

Real Estate

Commercial

Real Estate

Commercial

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Beginning balance

$ 580 $ 358 $ 48 $ 79 $ 267 $ 35 $ 1,367

Provision

360 (71 ) 6 (27 ) 146 19 433

Recoveries

16 1 - 13 - - 30

Charge-offs

(160 ) - - (6 ) - - (166 )

Ending balance

$ 796 $ 288 $ 54 $ 59 $ 413 $ 54 $ 1,664

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Table Of Contents

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

December 31, 2015

Residential

Commercial

Commercial

Real Estate

Real Estate

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Allowance for loan losses:

Individually evaluated

$ 557 $ 17 $ - $ 1 $ - $ - $ 575

Collectively evaluated

304 827 179 35 - - 1,345

ASC 310-30

- - - - 209 - 209

Total

$ 861 $ 844 $ 179 $ 36 $ 209 $ - $ 2,129

Loans:

Individually evaluated

$ 5,178 $ 1,764 $ 2 $ 420 $ - $ - $ 7,364

Collectively evaluated

114,591 176,177 148,930 6,360 - - 446,058

ASC 310-30

- - - - 226,014 - 226,014

Total

$ 119,769 $ 177,941 $ 148,932 $ 6,780 $ 226,014 $ - $ 679,436

June 30, 2015

Residential

Commercial

Commercial

Real Estate

Real Estate

and Industrial

Consumer

Purchased

Unallocated

Total

(Dollars in thousands)

Allowance for loan losses:

Individually evaluated

$ 435 $ 21 $ - $ - $ - $ - $ 456

Collectively evaluated

306 673 117 35 - 56 1,187

ASC 310-30

- - - - 283 - 283

Total

$ 741 $ 694 $ 117 $ 35 $ 283 $ 56 $ 1,926

Loans:

Individually evaluated

$ 4,095 $ 2,381 $ 2 $ 253 $ - $ - $ 6,731

Collectively evaluated

126,506 146,044 122,858 7,406 - - 402,814

ASC 310-30

- - - - 202,592 - 202,592

Total

$ 130,601 $ 148,425 $ 122,860 $ 7,659 $ 202,592 $ - $ 612,137

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

December 31, 2015

June 30, 2015

Unpaid

Unpaid

Recorded

Principal

Related

Recorded

Principal

Related

Investment

Balance

Allowance

Investment

Balance

Allowance

(Dollars in thousands)

Impaired loans without a valuation allowance:

Originated:

Residential real estate

$ 3,251 $ 3,424 $ - $ 1,975 $ 2,076 $ -

Consumer

379 424 - 253 262 -

Commercial real estate

875 872 - 1,505 1,510 -

Commercial and industrial

2 2 - 2 2 -

Purchased:

Commercial real estate

5,675 7,126 - 7,673 9,606 -

Total

10,182 11,848 - 11,408 13,456 -

Impaired loans with a valuation allowance:

Originated:

Residential real estate

1,927 1,868 557 2,120 2,060 435

Consumer

41 41 1 - - -

Commercial real estate

889 883 17 876 870 21

Commercial and industrial

- - - - - -

Purchased:

Commercial real estate

218 260 54 1,208 1,644 260

Total

3,075 3,052 629 4,204 4,574 716

Total impaired loans

$ 13,257 $ 14,900 $ 629 $ 15,612 $ 18,030 $ 716

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Table Of Contents

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

Three Months Ended December 31,

2015

2014

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

Investment

Recognized

Investment

Recognized

(Dollars in thousands)

Impaired loans without a valuation allowance:

Originated:

Residential real estate

$ 3,157 $ 37 $ 1,384 $ 28

Consumer

354 8 292 68

Commercial real estate

885 7 1,182 30

Commercial and industrial

2 - - -

Purchased:

Commercial real estate

6,844 50 6,901 85

Total

11,242 102 9,759 211

Impaired loans with a valuation allowance:

Originated:

Residential real estate

1,968 22 2,080 7

Consumer

44 1 121 15

Commercial real estate

930 19 1,248 11

Commercial and industrial

- - - -

Purchased:

Commercial real estate

1,481 3 1,295 21

Total

4,423 45 4,744 54

Total impaired loans

$ 15,665 $ 147 $ 14,503 $ 265

Six Months Ended December 31,

2015

2014

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

Investment

Recognized

Investment

Recognized

(Dollars in thousands)

Impaired loans without a valuation allowance:

Originated:

Residential real estate

$ 2,613 $ 76 $ 1,188 $ 45

Consumer

316 13 297 71

Commercial real estate

1,190 14 1,462 37

Commercial and industrial

2 - - -

Purchased:

Commercial real estate

6,674 64 5,820 160

Total

10,795 167 8,767 313

Impaired loans with a valuation allowance:

Originated:

Residential real estate

2,024 45 1,682 35

Consumer

20 2 126 16

Commercial real estate

883 31 1,095 31

Commercial and industrial

- - - -

Purchased:

Commercial real estate

713 39 1,612 24

Total

3,640 117 4,515 106

Total impaired loans

$ 14,435 $ 284 $ 13,282 $ 419

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Table Of Contents

Credit Quality

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

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

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

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

Loans rated 9: Loans in this category are considered "doubtful." Loans classified as doubtful have all the weaknesses inherent in one graded 8 with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

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

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

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

December 31, 2015

Originated Portfolio

Commercial

Commercial

Purchased

Real Estate

and Industrial

Residential (1)

Portfolio

Total

(Dollars in thousands)

Loans rated 1- 6

$ 174,270 $ 148,912 $ 8,419 $ 210,635 $ 542,236

Loans rated 7

2,770 18 622 11,830 15,240

Loans rated 8

901 2 601 3,549 5,053

Loans rated 9

- - 23 - 23

Loans rated 10

- - - - -
$ 177,941 $ 148,932 $ 9,665 $ 226,014 $ 562,552

June 30, 2015

Originated Portfolio

Commercial

Commercial

Purchased

Real Estate

and Industrial

Residential (1)

Portfolio

Total

(Dollars in thousands)

Loans rated 1- 6

$ 142,321 $ 122,829 $ 8,049 $ 190,193 $ 463,392

Loans rated 7

4,417 31 634 5,628 10,710

Loans rated 8

1,687 - 429 6,771 8,887

Loans rated 9

- - 23 - 23

Loans rated 10

- - - - -
$ 148,425 $ 122,860 $ 9,135 $ 202,592 $ 483,012

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

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Table Of Contents

Troubled Debt Restructurings

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

Three Months Ended December 31,

Six Months Ended December 31,

2015

2014

2015

2014

Number of

Recorded

Number of

Recorded

Number of

Recorded

Number of

Recorded

Contracts

Investment

Contracts

Investment

Contracts

Investment

Contracts

Investment

(Dollars in thousands)

Extended maturity

- $ - 1 $ 356 - $ - 3 $ 590

Adjusted interest rate

- - 3 157 - - 4 195

Rate and maturity

3 208 - - 2 36 3 201

Principal deferment

- - - - - - 1 453

Court ordered concession

- - - - - - 4 84
$ 208 4 $ 513 2 $ 36 15 $ 1,523

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

Three Months Ended December 31,

2015

2014

Recorded

Recorded

Recorded

Recorded

Number of

Investment

Investment

Number of

Investment

Investment

Contracts

Pre-Modification

Post-Modification

Contracts

Pre-Modification

Post-Modification

(Dollars in thousands)

Originated portfolio:

Residential real estate

3 $ 208 $ 208 2 $ 125 $ 125

Home equity

- - - - - -

Commercial real estate

- - - - - -

Commercial and industrial

- - - - - -

Consumer

- - - 1 32 32

Total originated portfolio

3 208 208 3 157 157

Purchased portfolio:

Residential real estate

- - - - - -

Commercial real estate

- - - 1 356 356

Total purchased portfolio

- - - 1 356 356

Total

3 $ 208 $ 208 4 $ 513 $ 513

Six Months Ended December 31,

2015

2014

Recorded

Recorded

Recorded

Recorded

Number of

Investment

Investment

Number of

Investment

Investment

Contracts

Pre-Modification

Post-Modification

Contracts

Pre-Modification

Post-Modification

(Dollars in thousands)

Originated portfolio:

Residential real estate

3 $ 208 $ 208 11 $ 933 $ 933

Home equity

- - - - - -

Commercial real estate

- - - 1 200 200

Commercial and industrial

- - - - - -

Consumer

- - - 2 34 34

Total originated portfolio

3 208 208 14 1,167 1,167

Purchased portfolio:

Residential real estate

- - - - - -

Commercial real estate

- - - 1 356 356

Total purchased portfolio

- - - 1 356 356

Total

3 $ 208 $ 208 15 $ 1,523 $ 1,523

The Company considers TDRs past due 90 days or more to be in payment default. Two loans modified in a TDR in the last twelve months defaulted during the three and six months ended December 31, 2015; the recorded investment of such loans was $216 thousand. As of December 31, 2015, there were no further commitments to lend associated with loans modified in a TDR.

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Table Of Contents

ASC 310-30 Loans

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

Three Months Ended

December 31, 2015

Three Months Ended

December 31, 2014

(Dollars in thousands)

Contractually required payments receivable

$ 60,153 $ 66,662

Nonaccretable difference

(491 ) (1,625 )

Cash flows expected to be collected

59,662 65,037

Accretable yield

(23,807 ) (25,405 )

Fair value of loans acquired

$ 35,855 $ 39,632

Six Months Ended

December 31, 2015

Six Months Ended

December 31, 2014

(Dollars in thousands)

Contractually required payments receivable

$ 91,427 $ 87,770

Nonaccretable difference

(782 ) (1,929 )

Cash flows expected to be collected

90,645 85,841

Accretable yield

(31,334 ) (33,365 )

Fair value of loans acquired

$ 59,311 $ 52,476

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

As of and for the Three

Months Ended

December 31, 2015

As of and for the Six

Months Ended

December 31, 2015

(Dollars in thousands)

Loans acquired during the period

$ - $ -

Loans at end of period

9,047 9,047

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

Three Months Ended

December 31, 2015

Three Months Ended

December 31, 2014

(Dollars in thousands)

Beginning balance

$ 109,615 $ 108,352

Acquisitions

23,807 25,405

Accretion

(3,885 ) (4,286 )

Reclassifications from non-accretable difference to accretable yield

2,764 -

Disposals and other changes

(8,208 ) (6,196 )

Ending balance

$ 124,093 $ 123,275

Six Months Ended

December 31, 2015

Six Months Ended

December 31, 2014

(Dollars in thousands)

Beginning balance

$ 111,449 $ 109,040

Acquisitions

31,334 33,365

Accretion

(7,640 ) (8,729 )

Reclassifications from non-accretable difference to accretable yield

3,041 10

Disposals and other changes

(14,091 ) (10,411 )

Ending balance

$ 124,093 $ 123,275

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

December 31, 2015

June 30, 2015

(Dollars in thousands)

Unpaid principal balance

$ 253,312 $ 235,716

Carrying amount

222,070 199,113

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Table Of Contents

5. Transfers and Servicing of Financial Assets

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

Capitalized servicing rights as of December 31, 2015 totaled $1.4 million, compared to $1.1 million as of June 30, 2015, which are included in other assets in the accompanying consolidated balance sheets.

Mortgage loans sold in the quarter ended December 31, 2015 totaled $20.5 million, compared to $25.7 million in the quarter ended December 31, 2014. Mortgage loans sold in the six months ended December 31, 2015 totaled $49.4 million, compared to $56.5 million in the six months ended December 31, 2014. Mortgage loans serviced for others totaled $51.7 million at December 31, 2015 and $54.9 million at June 30, 2015. SBA loans sold during the quarter ended December 31, 2015 totaled $7.5 million, compared to $2.6 million in the quarter ended December 31, 2014. SBA loans sold in the six months ended December 31, 2015 totaled $13.0 million, compared to $3.2 million in the six months ended December 31, 2014. SBA loans serviced for others totaled $63.5 million at December 31, 2015 and $53.5 million at June 30, 2015.

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

Contractually specified servicing fees were $167 thousand and $133 thousand for the quarters ended December 31, 2015 and 2014, respectively, and were included as a component of loan related fees within non-interest income. Contractually specified servicing fees were $316 thousand and $258 thousand for the six months ended December 31, 2015 and 2014, respectively.  

The significant assumptions used in the valuation for mortgage servicing rights as of December 31, 2015 included a weighted average discount rate of 7.5% and a weighted average prepayment speed assumption of 12.4%. For the SBA servicing rights, the significant assumptions used in the valuation included a range of discount rates from 9.1% to 13.2% and a weighted average prepayment speed assumption of 7.2%

6. Investments in Qualified Affordable Housing Projects

On July 1, 2015, the Company adopted ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects , which required retrospective application. Under the proportional amortization method in ASU 2014-01, the initial costs of investment in qualified affordable housing projects are amortized in proportion to tax credits and other tax benefits received, and are recognized as a component of the provision for income taxes in the consolidated statements of income. Prior to the implementation of ASU 2014-01, the Company's investments in qualified affordable housing projects were amortized and included as a component of non-interest income in the consolidated statements of income. Further information regarding the Company's investments in affordable housing projects follows:

December 31, 2015

June 30, 2015

(Dollars in thousands)

Investments in affordable housing projects included in other assets

$ 493 $ 508

Included in the effective tax rate for the three and six months ended December 31, 2015 and 2014 is the effect of the following:

Three Months Ended

December 31, 2015

Three Months Ended

December 31, 2014

(Dollars in thousands)

Investment amortization included in income tax expense

$ 23 $ 23

Tax credit recognized as income tax benefit

118 118

Six Months Ended

December 31, 2015

Six Months Ended

December 31, 2014

(Dollars in thousands)

Investment amortization included in income tax expense

$ 115 $ 115

Tax credit recognized as income tax benefit

118 118

ASU 2014-01 was applied retrospectively to all periods presented. The cumulative effect on retained earnings and other assets was $112 thousand at July 1, 2015.

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7 . Earnings Per Share (EPS)

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

Three months Ended December 31,

Six months Ended December 31,

2015

2014

2015

2014

(Dollars in thousands, except share and per share data)

Net income

$ 1,744 $ 1,580 $ 3,611 $ 3,224

Weighted average shares used in calculation of basic EPS

9,559,369 10,132,349 9,560,913 10,155,598

Incremental shares from assumed exercise of dilutive securities

10,216 - 6,225 -

Weighted average shares used in calculation of diluted EPS

9,569,585 10,132,349 9,567,138 10,155,598

Basic earnings per common share

$ 0.18 $ 0.16 $ 0.38 $ 0.32

Diluted earnings per common share

$ 0.18 $ 0.16 $ 0.38 $ 0.32

For the three and six months ended December 31, 2015, the following stock options were excluded from the calculation of diluted EPS due to the exercise price of these options exceeding the average market price of the Company's common stock for the period. These options, which were not dilutive at that date, may potentially dilute EPS in the future.

Three Months Ended December 31,

Six Months Ended December 31,

2015

2014

2015

2014

Stock options

714,545 1,086,599 714,545 1,105,694

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8. Derivatives and Hedging Activities

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

The Company currently holds derivative instruments that contain credit-risk related features that are in a net liability position, which may require that collateral be assigned to dealer banks. At December 31, 2015, the Company had posted cash collateral totaling $2.0 million with dealer banks related to derivative instruments in a net liability position.

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

Risk Management Policies – Derivative Instruments

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

Interest Rate Risk Management – Cash Flow Hedging Instruments

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

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

December 31, 2015

Notional Amount

Inception Date

Termination Date

Index

Receive Rate

Pay Rate

Strike Rate

Unrealized Gain (Loss)

Fair Value

Balance Sheet Location

(Dollars in thousands)

Interest rate swaps:

$ 5,000 July 2013

July 2033

3 Mo. LIBOR

0.54 % 3.38 %

n/a

(703 ) (703 )

Other Liabilities

5,000 July 2013

July 2028

3 Mo. LIBOR

0.54 % 3.23 %

n/a

(531 ) (531 )

Other Liabilities

5,000 July 2013

July 2023

3 Mo. LIBOR

0.54 % 2.77 %

n/a

(290 ) (290 )

Other Liabilities

Interest rate caps:

6,000 October 2014

September 2019

3 Mo. LIBOR

n/a

n/a

2.50 % (140 ) 36

Other Assets

10,000 March 2015

February 2020

3 Mo. LIBOR

n/a

n/a

2.50 % (132 ) 84

Other Assets

$ 31,000 $ (1,796 ) $ (1,404 )

June 30, 2015

Notional Amount

Inception Date

Termination Date

Index

Receive Rate

Pay Rate

Strike Rate

Unrealized Loss

Fair Value

Balance Sheet Location

(Dollars in thousands)

Interest rate swaps:

$ 5,000

July 2013

July 2033

3 Mo. LIBOR

0.28 % 3.38 %

n/a

$ (472 ) $ (472 )

Other Liabilities

5,000

July 2013

July 2028

3 Mo. LIBOR

0.28 % 3.23 %

n/a

$ (368 ) $ (368 )

Other Liabilities

5,000

July 2013

July 2023

3 Mo. LIBOR

0.28 % 2.77 %

n/a

$ (208 ) $ (208 )

Other Liabilities

Interest rate caps:

6,000

October 2014

September 2019

3 Mo. LIBOR

n/a

n/a

2.50 % (114 ) 63

Other Assets

10,000

March 2015

February 2020

3 Mo. LIBOR

n/a

n/a

2.50 % (80 ) 136

Other Assets

$ 31,000 $ (1,242 ) $ (849 )

During the three and six months ended December 31, 2015 and 2014, no interest rate cap or swap agreements were terminated prior to maturity. Changes in the fair value of interest rate caps and swaps designated as hedging instruments of the variability of cash flows associated with variable rate debt are reported in other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment in the same period in which the related interest on the debt affects earnings. Risk management results for the three and six months ended December 31, 2015 and 2014 related to the balance sheet hedging of variable rate debt indicates that the hedges were effective. 

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9. Other Comprehensive Income

The components of other comprehensive income (loss) are as follows:

Three Months Ended December 31,

2015

2014

Pre-tax

Tax Expense

After-tax

Pre-tax

Tax Expense

After-tax

Amount

(Benefit)

Amount

Amount

(Benefit)

Amount

(Dollars in thousands)

Change in net unrealized gain or loss on available-for-sale securities

$ (692 ) $ (263 ) $ (429 ) $ 538 $ 183 $ 355

Reclassification adjustment for net gains included in net income

- - - - - -

Total available-for-sale securities

(692 ) (263 ) (429 ) 538 183 355

Change in accumulated loss on effective cash flow hedges

284 108 176 (500 ) (171 ) (329 )

Reclassification adjustment for net gains included in net income

- - - (24 ) (8 ) (16 )

Total derivatives and hedging activities

284 108 176 (524 ) (179 ) (345 )

Total other comprehensive income (loss)

$ (408 ) $ (155 ) $ (253 ) $ 14 $ 4 $ 10

Six Months Ended December 31,

2015

2014

Pre-tax

Tax Expense

After-tax

Pre-tax

Tax Expense

After-tax

Amount

(Benefit)

Amount

Amount

(Benefit)

Amount

(Dollars in thousands)

Change in net unrealized gain or loss on available-for-sale securities

$ (226 ) $ (85 ) $ (141 ) $ 263 $ 90 $ 173

Reclassification adjustment for net gains included in net income

- - - - - -

Total available-for-sale securities

(226 ) (85 ) (141 ) 263 90 173

Change in accumulated loss on effective cash flow hedges

(554 ) (211 ) (343 ) (770 ) (261 ) (509 )

Reclassification adjustment for net gains included in net income

- - - (34 ) (12 ) (22 )

Total derivatives and hedging activities

(554 ) (211 ) (343 ) (804 ) (273 ) (531 )

Total other comprehensive income (loss)

$ (780 ) $ (296 ) $ (484 ) $ (541 ) $ (183 ) $ (358 )


Accumulated other comprehensive loss is comprised of the following:

December 31, 2015

June 30, 2015

(Dollars in thousands)

Unrealized loss on available-for-sale securities

$ (1,062 ) $ (836 )

Tax effect

403 318

Net-of-tax amount

(659 ) (518 )

Unrealized loss on cash flow hedges

(1,796 ) (1,242 )

Tax effect

683 472

Net-of-tax amount

(1,113 ) (770 )

Accumulated other comprehensive loss

$ (1,772 ) $ (1,288 )

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10. Commitments and Contingencies

Commitments

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

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

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

December 31, 2015

June 30, 2015

(Dollars in thousands)

Commitments to grant loans

$ 34,696 $ 24,966

Unfunded commitments under lines of credit

53,608 39,414

Standby letters of credit

60 60

Commitment to fund investment

2,500 -

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counter party. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. The Company has recorded an allowance for possible losses on commitments and unfunded loans totaling $55 thousand recorded in other liabilities at both December 31, 2015 and June 30, 2015.

The Company committed $2.5 million to a fund that acquires CRA qualified investments in loans for the Company's portfolio. The Fund Manager will call the funds from the Company when an investment is successfully acquired. Through the three and six months ended December 31, 2015, the fund has not called any funds from the Company.

Contingencies

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

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11. Fair Value Measurements

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

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

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

Level 2 - Valuations based on significant observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

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

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

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

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

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

Certain investments are measured at fair value using the net asset value per share as a practical expedient. The fund seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies. The Company's investments can be redeemed daily at the closing net asset value per share. In accordance with ASU 2015-07, these investments have not been included in the fair value hierarchy.

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

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

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

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

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

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

Fair Value of other Financial Instruments:

Cash and cash equivalents - The fair value of cash, due from banks, interest bearing deposits and FHLB overnight deposits approximates their relative book values, as these financial instruments have short maturities.

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

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

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

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

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

Borrowings - The fair value of the Company's borrowings with the FHLB is estimated by discounting the cash flows through maturity or the next re-pricing date based on current rates available to the Company for borrowings with similar maturities. The fair value of the Company's short-term borrowings, capital lease obligations, wholesale repurchase agreements and other borrowings is estimated by discounting the cash flows through maturity based on current rates available to the Company for borrowings with similar maturities .

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

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

December 31, 2015

Total

Level 1

Level 2

Level 3

Assets

(Dollars in thousands)

Securities available-for-sale:

U.S. Government agency securities

$ 51,495 $ - $ 51,495 $ -

Agency mortgage-backed securities

47,842 - 47,842 -

Other investments measured at net asset value (1)

5,002 - 5,002 -

Other assets – interest rate caps

120 - 120 -

Liabilities

Other liabilities – interest rate swaps

$ 1,524 $ - $ 1,524 $ -

June 30, 2015

Total

Level 1

Level 2

Level 3

Assets

(Dollars in thousands)

Securities available-for-sale:

U.S. Government agency securities

$ 48,230 $ - $ 48,230 $ -

Agency mortgage-backed securities

53,678 - 53,678 -

Other investments measured at net asset value (1)

- - - -

Other assets – interest rate caps

199 - 199 -

Liabilities

Other liabilities – interest rate swap

$ 1,048 $ - $ 1,048 $ -

(1)

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

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

December 31, 2015

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Collateral dependent impaired loans

$ 596 $ - $ - $ 596

Real estate owned and other repossessed collateral

1,238 - - 1,238

Loan servicing rights

1,365 - - 1,365

June 30, 2015

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Collateral dependent impaired loans

$ 932 $ - $ - $ 932

Real estate owned and other repossessed collateral

1,651 - - 1,651

Loan servicing rights

1,123 - - 1,123

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

Fair Value

December 31,
2015

June 30,
2015

Valuation Technique

(Dollars in thousands)

Collateral dependent impaired loans

$ 596 $ 932

Appraisal of collateral (1)

Real estate owned and other repossessed collateral

1,238 1,651

Appraisal of collateral (1)

Loan servicing rights

1,365 1,123

Discounted cash flow (2)

(1) Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments was 6% to 60%.

(2) Fair value is determined using a discounted cash flow model. The unobservable inputs include anticipated rate of loan prepayments and discount rates. The range of prepayment assumptions used was 7.2% to 12.4%. For discount rates, the range was 7.5% to 13.2%.

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

Carrying

Fair Value Measurements at December 31, 2015

Amount

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Financial assets:

Cash and cash equivalents

$ 66,363 $ 66,363 $ 66,363 $ - $ -

Available-for-sale securities

99,337 99,337 - 99,337 -

Other investments measured at net asset value (1)

5,002 5,002 - - -

Federal Home Loan Bank stock

2,571 2,571 - 2,571 -

Loans held for sale

7,592 7,592 - 7,592 -

Loans, net

677,307 678,030 - - 678,030

Accrued interest receivable

1,478 1,478 - 1,478 -

Interest rate caps

120 120 - 120 -

Financial liabilities:

Deposits

726,766 727,135 - 727,135 -

FHLB advances

30,131 30,579 - 30,579 -

Short-term borrowings

2,426 2,426 - 2,426 -

Capital lease obligation

1,252 1,333 - 1,333 -

Subordinated debentures

8,723 9,258 - - 9,258

Interest rate swaps

1,524 1,524 - 1,524 -

Carrying

Fair Value Measurements at June 30, 2015

Amount

Total

Level 1

Level 2

Level 3

(Dollars in thousands)

Financial assets:

Cash and cash equivalents

$ 89,850 $ 89,850 $ 89,850 $ - $ -

Available-for-sale securities

101,908 101,908 - 101,908 -

Other investments measured at net asset value (1)

- - - - -

Federal Home Loan Bank stock

4,102 4,102 - 4,102 -

Loans held for sale

9,035 9,035 - 9,035 -

Loans, net

610,211 613,896 - - 613,896

Accrued interest receivable

1,335 1,335 - 1,335 -

Interest rate caps

199 199 - 199 -

Financial liabilities:

Deposits

674,759 675,285 - 675,285 -

FHLB advances

30,188 30,867 - 30,867 -

Wholesale repurchase agreements

10,037 10,098 - 10,098 -

Short-term borrowings

2,349 2,349 - 2,349 -

Capital lease obligation

1,368 1,448 - 1,448 -

Subordinated debentures

8,626 8,471 - - 8,471

Interest rate swaps

1,048 1,048 - 1,048 -

(1)

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

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

The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in Northeast Bancorp's Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the Securities and Exchange Commission.

A Note about Forward Looking Statements

This report contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to the Company's financial condition, prospective results of operations, future performance or expectations, plans, objectives, prospects, loan loss allowance adequacy, simulation of changes in interest rates, capital spending and finance sources and revenue sources. These statements relate to expectations concerning matters that are not historical facts. Accordingly, statements that are based on management's projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements, which are based on various assumptions (some of which are beyond the Company's control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as "believe", "expect", "estimate", "anticipate", "continue", "plan", "approximately", "intend", "objective", "goal", "project", or other similar terms or variations on those terms, or the future or conditional verbs such as "will", "may", "should", "could", and "would". Although the Company believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, the Company cannot give you any assurance that its expectations will, in fact, occur or that its estimates or assumptions will be correct. The Company cautions you that actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, among other factors, changes in interest rates and real estate values; competitive pressures from other financial institutions; weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including changes which adversely affect borrowers' ability to service and repay the Company's loans; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or deposit levels necessitating increased borrowing to fund loans and investments; changes in government regulation; the risk that the Company may not be successful in the implementation of its business strategy; the risk of compromises or breaches of the company's security systems; the risk that intangibles recorded in the Company's financial statements will become impaired; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 as updated in the Company's Quarterly Reports on Form 10-Q and other filings submitted to the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this report and the Company does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Description of Business and Strategy

Business Overview

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

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

In connection with the transaction, as part of the regulatory approval process, the Company and the Bank made certain commitments to the Federal Reserve, the most significant of which are (i) to maintain a Tier 1 leverage ratio of at least 10%, (ii) to maintain a total risk-based capital ratio of at least 15%, (iii) to limit purchased loans to 40% of total loans, (iv) to fund 100% of the Company's loans with core deposits (defined as non-maturity deposits and non-brokered insured time deposits), and (v) to hold commercial real estate loans (including owner-occupied commercial real estate) to within 300% of total risk-based capital. On June 28, 2013, the Federal Reserve approved the amendment to exclude owner-occupied commercial real estate loans from the commitment to hold commercial real estate loans to within 300% of total risk-based capital. All other commitments made to the Federal Reserve in connection with the merger remain unchanged. The Company and the Bank are currently in compliance with all commitments to the Federal Reserve. The Company's compliance ratios at December 31, 2015 follow:

Condition

Ratios as of

December 31, 2015

(i) Tier 1 leverage capital ratio

14.31 %

(ii) Total capital ratio

18.43 %

(iii) Ratio of purchased loans to total loans, including loans held for sale

32.90 %

(iv) Ratio of loans to core deposits (1)

94.37 %

(v) Ratio of commercial real estate loans to total risk-based capital (2)

204.91 %

(1) Core deposits include all non-maturity deposits and maturity deposits less than $250 thousand

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

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As of December 31, 2015, the Company, on a consolidated basis, had total assets of $894.1 million, total deposits of $726.8 million, and shareholders' equity of $114.6 million. The Company gathers retail deposits through its banking offices in Maine and the Bank's online affinity deposit program, ableBanking; originates loans through the Bank's Community Banking Division; originates Small Business Administration ("SBA") loans through the Bank's SBA National group ("SBA National"); and purchases and originates commercial loans through the Bank's Loan Acquisition and Servicing Group ("LASG"). The Community Banking Division, with ten full-service branches and two loan production offices, operates from the Bank's headquarters in Lewiston, Maine. LASG, ableBanking, and SBA National operate from the Company's offices in Boston, Massachusetts.

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

Strategy

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

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

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

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

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

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. The reader is encouraged to review each of the policies included in Form 10-K for the year ended June 30, 2015 to gain a better understanding of how Northeast's financial performance is measured and reported. There has been no material change in critical accounting policies during the three months ended December 31, 2015.

Overview

Net income was $1.7 million, or $0.18 per diluted common share, for the quarter ended December 31, 2015, compared to $1.6 million, or $0.16 per diluted common share, for the quarter ended December 31, 2014.

Net income was $3.6 million, or $0.38 per diluted common share, for the six months ended December 31, 2015, compared to $3.2 million, or $0.32 per diluted common share, for the six months ended December 31, 2014.

Net interest and dividend income before provision increased by $746 thousand, or 7.9%, to $10.2 million for the quarter ended December 31, 2015 compared to the quarter ended December 31, 2014. The increase is primarily due to higher loan volume and interest income in the originated loan portfolio.

Noninterest income increased by $254 thousand for the quarter ended December 31, 2015, compared to the quarter ended December 31, 2014, principally due to an increase in gains realized on sale of portfolio loans. The recent quarter includes gains realized on sale of SBA loans of $679 thousand, compared to $445 thousand in the quarter ended December 31, 2014.

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Noninterest expense decreased by $14 thousand for the quarter ended December 31, 2015, compared to the quarter ended December 31, 2014, principally due to the following:

a decrease of $194 thousand in loan acquisition and collections expense related to lower collection expense on purchased loans;

a decrease of $194 thousand in professional fees, primarily due to fees for temporary consulting services recognized in the three months ended December 31, 2014;

an increase of $117 thousand in salaries and employee benefits primarily due to the accelerated vesting of the former Chief Operating Officer's shares and an increase in headcount during the three months ended December 31, 2015; and

an increase of $139 thousand in occupancy and equipment expense, due to increases in rent and IT-related equipment expense.

Financial Condition

Overview

Total assets increased by $43.4 million, or 5.1%, to $894.1 million at December 31, 2015, compared to June 30, 2015. The principal components of the change in the balance sheet were as follows:

The loan portfolio – excluding loans held for sale – grew by $67.3 million, or 11.0%, compared to June 30, 2015, principally on the strength of $60.9 million of net growth in commercial loans purchased or originated by the LASG, net growth of $13.2 million in originations by SBA National and net growth of $4.8 million in commercial originations by the Bank's Community Banking Division. This net growth was offset by a $11.6 million decrease in the Bank's Community Banking Division residential and consumer loan portfolio.

Loans generated by the LASG totaled $75.4 million for the quarter ended December 31, 2015. The growth in LASG loans consisted of $35.9 million of purchased loans, at an average price of 89.3% of unpaid principal balance, and $39.5 million of originated loans. SBA loans closed during the quarter totaled $16.3 million, of which $14.5 million were fully funded in the quarter. In addition, the Company sold $7.5 million of the guaranteed portion of SBA loans in the secondary market, of which $4.7 million were originated in the current quarter and $2.8 million were originated in the prior quarter. Residential loan production sold in the secondary market totaled $20.5 million for the quarter.

As noted above in the " Business Overview " section, the Company made certain commitments to the Board of Governors of the Federal Reserve System in connection with the merger of FHB Formation LLC with and into the Company in December 2010. The Company's loan purchase and commercial real estate loan availability under these conditions follow.

Basis for

Regulatory Condition

Condition

Availability at December 31, 2015

(Dollars in millions)

Total Loans

Purchased loans may not exceed 40% of total loans

$

        81.3

Regulatory Capital

Non-owner occupied commercial real estate loans may not exceed 300% of total capital

$

120.0

An overview of the Bank's LASG portfolio follows:

LASG Portfolio
Three Months Ended December 31,
2015 2014
Purchased Originated

Secured Loans to

Broker-Dealers

Total LASG Purchased Originated Secured Loans to Broker-Dealers Total LASG
(Dollars in thousands)
Loans purchased or originated during the period:

Unpaid principal balance

$ 40,145 $ 39,512 $ - $ 79,657 $ 46,307 $ 28,579 $ - $ 74,886

Net investment basis

35,855 39,512 - 75,367 39,667 28,579 - 68,246

Loan returns during the period:

Yield

12.74 % 5.69 % 0.50 % 8.55 % 13.27 % 6.67 % 0.46 % 10.17 %

Total Return (1)

12.74 % 5.69 % 0.50 % 8.55 % 13.72 % 7.68 % 0.46 % 10.67 %

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Six Months Ended December 31,
2015 2014
Purchased Originated

Secured Loans to

Broker-Dealers

Total LASG Purchased Originated Secured Loans to Broker-Dealers Total LASG
(Dollars in thousands)

Loans purchased or originated during the period:

Unpaid principal balance

$ 63,728 $ 50,907 $ - $ 114,635 $ 62,425 $ 32,915 $ 36,000 $ 131,340

Net investment basis

59,311 50,907 - 110,218 52,834 32,915 36,000 121,749

Loan returns during the period:

Yield

12.41 % 5.68 % 0.50 % 8.40 % 13.02 % 7.74 % 0.49 % 10.53 %

Total Return (1)

12.43 % 5.68 % 0.50 % 8.41 % 13.24 % 8.54 % 0.49 % 10.85 %

Total loans as of period end:

Unpaid principal balance

$ 258,049 $ 155,646 $ 60,000 $ 473,695 $ 262,445 $ 78,620 $ 48,000 $ 389,065

Net investment basis

226,014 155,728 60,002 441,744 220,391 78,563 48,000 346,954

(1) The total return on purchased loans represents scheduled accretion, accelerated accretion, gains on asset sales, and other noninterest income recorded during the period divided by the average invested balance, on an annualized basis.

Assets

Cash, Short-term Investments and Securities

Cash and short-term investments were $66.4 million as of December 31, 2015, a decrease of $23.5 million, or 26.1%, from $89.9 million at June 30, 2015. The decrease is primarily due to loan purchases for the quarter, offset by growth in the Bank's deposit balances.

Available-for-sale securities totaled $104.3 million as of December 31, 2015 as compared to $101.9 million as of June 30, 2015, representing an increase of $2.4 million, or 2.4%. Included in available-for-sale securities are securities issued by government agencies and government-sponsored enterprises, as well as an investment of approximately $5.0 million in a CRA qualified fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies. At December 31, 2015, securities with a fair value of $3.0 million were pledged for outstanding borrowings.

Loans

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

December 31, 2015
Community Banking Division

LASG

SBA National

Total

Percent of Total

(Dollars in thousands)

Originated loans:

Residential real estate

$ 99,177 $ - $ 135 $ 99,312 14.62 %

Home equity

20,457 - - 20,457 3.01 %

Commercial real estate: non-owner occupied

49,523 61,805 665 111,993 16.48 %

Commercial real estate: owner occupied

22,077 23,892 19,979 65,948 9.71 %

Commercial and industrial

13,853 130,033 5,046 148,932 21.92 %

Consumer

6,780 - - 6,780 1.00 %

Subtotal

211,867 215,730 25,825 453,422 66.74 %

Purchased loans:

Residential real estate

- 2,658 - 2,658 0.39 %

Commercial real estate: non-owner occupied

- 147,835 - 147,835 21.76 %

Commercial real estate: owner occupied

- 75,299 - 75,299 11.08 %

Commercial and industrial

- 222 - 222 0.03 %

Subtotal

- 226,014 - 226,014 33.26 %

Total

$ 211,867 $ 441,744 $ 25,825 $ 679,436 100.00 %

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June 30, 2015

Community Banking Division

LASG

SBA National

Total

Percent of Total

(Dollars in thousands)

Originated loans:

Residential real estate

$ 106,138 $ 137 $ - $ 106,275 17.36 %

Home equity

24,326 - - 24,326 3.97 %

Commercial real estate: non-owner occupied

48,933 53,051 3,865 105,849 17.29 %

Commercial real estate: owner occupied

21,657 16,507 4,461 42,625 6.96 %

Commercial and industrial

11,597 108,577 2,637 122,811 20.06 %

Consumer

7,659 - - 7,659 1.25 %

Subtotal

220,310 178,272 10,963 409,545 66.90 %

Purchased loans:

Residential real estate

- 2,068 - 2,068 0.34 %

Commercial real estate: non-owner occupied

- 128,182 - 128,182 20.94 %

Commercial real estate: owner occupied

- 72,069 - 72,069 11.77 %

Commercial and industrial

- 273 - 273 0.04 %

Subtotal

- 202,592 - 202,592 33.10 %

Total

$ 220,310 $ 380,864 $ 10,963 $ 612,137 100.00 %

Classification of Assets

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

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

Other nonperforming assets include other real estate owned ("OREO") and other personal property securing loans repossessed by the Bank. The real estate and personal property collateral for commercial and consumer loans is written down to its estimated realizable value upon repossession. Revenues and expenses are recognized in the period when received or incurred on OREO and in substance foreclosures. Gains and losses on disposition are recognized in noninterest income .

The following table details the Company's nonperforming assets and other credit quality indicators as of December 31, 2015 and June 30, 2015. Management believes that, based on their carrying amounts, nonperforming assets are well secured based on the estimated fair value of underlying collateral.

Non-Performing Assets at December 31, 2015

Originated

Purchased

Total

(Dollars in thousands)

Loans:

Residential real estate

$ 3,263 $ - $ 3,263

Home equity

11 - 11

Commercial real estate

399 2,221 2,620

Commercial and industrial

2 - 2

Consumer

204 - 204

Subtotal

3,879 2,221 6,100

Real estate owned and other repossessed collateral

1,238 - 1,238

Total

$ 5,117 $ 2,221 $ 7,338

Ratio of nonperforming loans to total loans

0.90 %

Ratio of nonperforming assets to total assets

0.82 %

Ratio of loans past due to total loans

2.48 %

Nonperforming loans that are current

$ 982

Commercial loans risk rated substandard or worse

$ 5,076

Troubled debt restructurings:

On accrual status

$ 6,811

On nonaccrual status

$ 1,587

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Non-Performing Assets at June 30, 2015

Originated

Purchased

Total

(Dollars in thousands)

Loans:

Residential real estate

$ 3,021 $ - $ 3,021

Home equity

11 - 11

Commercial real estate

994 6,532 7,526

Commercial and industrial

2 - 2

Consumer

190 - 190

Subtotal

4,218 6,532 10,750

Real estate owned and other repossessed collateral

1,651 - 1,651

Total

$ 5,869 $ 6,532 $ 12,401

Ratio of nonperforming loans to total loans

1.76 %

Ratio of nonperforming assets to total assets

1.46 %

Ratio of loans past due to total loans

1.08 %

Nonperforming loans that are current

$ 5,357

Commercial loans risk rated substandard or worse

$ 8,910

Troubled debt restructurings:

On accrual status

$ 6,365

Nonaccrual status

$ 2,131

At December 31, 2015, nonperforming assets totaled $7.3 million, or 0.82% of total assets, as compared to $12.4 million, or 1.5% of total assets, at June 30, 2015.

Allowance for Loan Losses

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

The Company's allowance for loan losses was $2.1 million as of December 31, 2015, which represents an increase of $203 thousand from $1.9 million as of June 30, 2015. The increase during the period was principally due to two loans which were provided for in the current quarter and an increased volume of newly originated loans, offset by charge-offs.

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

December 31, 2015

June 30, 2015

December 31, 2014

Allowance for loan losses to nonperforming loans

34.90%

17.92%

13.58%

Allowance for loan losses to total loans

0.31%

 0.31%

 0.29%

Last twelve months of net-charge offs to average loans

0.15%

 0.03%

 0.08%

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

Other Assets

The cash surrender value of the Company's bank-owned life insurance ("BOLI") assets increased $224 thousand, or 1.5% to $15.5 million at December 31, 2015, compared to $15.3 million at June 30, 2015. Increases in cash surrender value are recognized in other income and are not subject to income taxes. Borrowing on, or surrendering a policy, may subject the Company to income tax expense on the increase in cash surrender value. For these reasons, management considers BOLI an illiquid asset. BOLI represented 12.3% of the Company's total capital at December 31, 2015.

Intangible assets totaled $1.9 million and $2.2 million at December 31, 2015 and June 30, 2015, respectively. The $262 thousand decrease was the result of core deposit intangible asset amortization during the period.

Deposits, Borrowed Funds, Liquidity, Capital, and Stock Repurchases

Deposits

The Company's principal source of funding is its core deposit accounts. At December 31, 2015, non-maturity accounts, and certificates of deposit with balances less than $250 thousand represented 99.9% of total deposits.

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Total deposits increased $52.0 million to $726.8 million as of December 31, 2015 from $674.8 million as of June 30, 2015. The increase, which funded growth in the Company's loan portfolio, was centered mainly in money market accounts attracted through the Bank's community bank division. The composition of total deposits at December 31, 2015 and June 30, 2015 follows.

December 31, 2015

June 30, 2015

Amount

Percent of Total

Amount

Percent of Total

(Dollars in thousands)

Demand deposits

$ 64,087 8.82 % $ 60,383 8.95 %

NOW accounts

65,078 8.95 % 64,289 9.53 %

Regular and other savings

36,040 4.96 % 35,845 5.31 %

Money market deposits

208,324 28.66 % 168,527 24.98 %

Total non-certificate accounts

373,529 51.40 % 329,044 48.76 %

Term certificates less than $250 thousand

352,236 48.47 % 345,146 51.15 %

Term certificates of $250 thousand or more

1,002 0.14 % 569 0.08 %

Total certificate accounts

353,238 48.60 % 345,715 51.24 %

Total deposits

$ 726,767 100.00 % $ 674,759 100.00 %

Borrowed Funds

Advances from the FHLB were $30.1 million at December 31, 2015, as compared to $30.2 million at June 30, 2015. At December 31, 2015, the Company had pledged investment securities with a fair value of $3.0 million, as well as certain residential real estate loans, commercial real estate loans, and FHLB deposits free of liens or pledges to secure outstanding advances and available additional borrowing capacity. 

During the first quarter, the Company's wholesale repurchase agreements paid off at maturity, representing a $10.0 million decrease from June 30, 2015.

Short-term borrowings, consisting of sweep accounts and repurchase agreements, were $2.4 million and $2.3 million as of December 31, 2015 and June 30, 2015, respectively.

Liquidity

The following table is a summary of unused borrowing capacity of the Company at December 31, 2015, in addition to traditional retail deposit products (dollars in thousands):

Brokered time deposits

$ 223,525

Subject to policy limitation of 25% of total assets

Federal Home Loan Bank of Boston

32,702

Unused advance capacity subject to eligible and qualified collateral

Federal Discount Window Borrower-in-Custody

2,074

Unused credit line subject to the pledge of loans

Other available lines

17,500

Total unused borrowing capacity

275,801

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

At December 31, 2015, the Company had $377.1 million of immediately accessible liquidity, defined as cash that the Bank reasonably believes could be raised within seven days through collateralized borrowings, brokered deposits or security sales. This position represented 42.1% of total assets. The Company also had $66.4 million of cash and cash equivalents at December 31, 2015.

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

Capital

The carrying amount and unpaid principal balance of junior subordinated debentures totaled $8.7 million and $16.5 million, respectively, as of December 31, 2015. This debt represents qualifying Tier 1 capital for the Company, up to a maximum of 25% of total Tier 1 capital. At December 31, 2015, the carrying amounts of the junior subordinated notes, net of the Company's $496 thousand investment in the affiliated trusts, qualified as Tier 1 capital.

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At December 31, 2015, shareholders' equity was $114.6 million, an increase of $1.9 million, or 1.7% from June 30, 2015. Book value per outstanding common share was $12.04 at December 31, 2015 and $11.76 at June 30, 2015. Tier 1 capital to total average assets of the Company was 14.31% as of December 31, 2015 and 14.49% at June 30, 2015.

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

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

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

Minimum To Be Well

Minimum Capital

 Capitalized Under Prompt

Actual

Requirements

Correction Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

December 31, 2015:

Common equity tier 1 capital to risk weighted assets:

Company

$ 123,999 18.11 % $ 30,817

>4.5%

$ N/A N/A

Bank

112,380 16.39 % 30,854

>4.5%

44,567

>6.5%

Total capital to risk weighted assets:

Company

126,183 18.43 % 54,786

>8.0%

N/A N/A

Bank

115,460 16.84 % 54,852

>8.0%

68,564

>10.0%

Tier 1 capital to risk weighted assets:

Company

123,999 18.11 % 27,393

>4.0%

N/A N/A

Bank

112,380 16.39 % 27,426

>4.0%

41,139

>6.0%

Tier 1 capital to average assets:

Company

123,999 14.31 % 34,670

>4.0%

N/A N/A

Bank

112,380 12.97 % 34,658

>4.0%

43,322

>5.0%

June 30, 2015:

Common equity tier 1 capital to risk weighted assets:

Company

$ 121,224 19.82 % $ 27,523

>4.5%

$ N/A N/A

Bank

107,477 17.55 % 27,558

>4.5%

39,806

>6.5%

Total capital to risk weighted assets:

Company

123,187 20.14 % 48,932

>8.0%

N/A N/A

Bank

111,228 18.16 % 48,999

>8.0%

61,249

>10.0%

Tier 1 capital to risk weighted assets:

Company

121,224 19.82 % 24,465

>4.0%

N/A N/A

Bank

107,477 17.55 % 24,496

>4.0%

36,744

>6.0%

Tier 1 capital to average assets:

Company

121,224 14.49 % 33,464

>4.0%

N/A N/A

Bank

107,477 12.86 % 33,421

>4.0%

41,776

>5.0%

37

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Stock Repurchases

On April 23, 2014, the Company announced that its Board of Directors authorized the Company to purchase up to 870,000 shares of its common stock, representing 8.3% of the Company's outstanding common shares and approximately $8.4 million based on the Company's closing stock price on April 22, 2014.

On April 30, 2015, the Board of Directors voted to amend the existing stock repurchase program to authorize the Company to purchase an additional 500,000 shares of its common stock, representing 5.1% of the Company's outstanding common shares or approximately $4.7 million based on the Company's closing price on April 29, 2015. The amended stock repurchase program will expire on April 30, 2017.

As of December 31, 2015, 1,126,962 shares had been repurchased under this plan at a weighted average price of $9.60.

Off-balance Sheet Financial Instruments

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract or notional amounts of these instruments reflect the extent of the Company's involvement in particular classes of financial instruments. 

See Part I. Item I. "Notes to Unaudited Consolidated Financial Statements – Note 10: Commitments and Contingencies" for further discussion.

Results of Operations

General

Net income increased by $164 thousand to $1.7 million for the quarter ended December 31, 2015, compared to $1.6 million for the quarter ended December 31, 2014. Net income increased by $387 thousand to $3.6 million for the six months ended December 31, 2015, compared to $3.2 million for the six months ended December 31, 2014. When compared to the prior year, increases in net income for both the three and six months ended December 31, 2015 resulted principally from positive balance sheet growth due to increased volume, and higher gains on sales of SBA loans.

The following table details the "total return" on purchased loans, which includes transactional interest income of $2.6 million for the quarter ended December 31, 2015, consistent with transactional income in the quarter ended December 31, 2014. Transactional interest income for the six months ended December 31, 2015 was $4.8 million, an increase of $182 thousand from the six months ended December 31, 2014 principally due to higher payoffs in the first two quarters of fiscal 2015.

Total Return on Purchased Loans

Three Months Ended December 31,

2015

2014

Income

Return (1)

Income

Return (1)

(Dollars in thousands)

Regularly scheduled interest and accretion

$ 4,122 7.80 % $ 4,376 8.31 %

Transactional income:

Gain (loss) on loan sales

- 0.00 % 194 0.37 %

Gain on sale of real estate owned

- 0.00 % 40 0.08 %

Other noninterest income

- 0.00 % - 0.00 %

Accelerated accretion and loan fees

2,612 4.94 % 2,613 4.96 %

Total transactional income

2,612 4.94 % 2,847 5.41 %

Total

$ 6,734 12.74 % $ 7,223 13.72 %

Six Months Ended December 31,

2015

2014

Income

Return (1)

Income

Return (1)

(Dollars in thousands)

Regularly scheduled interest and accretion

$ 8,009 7.75 % $ 8,873 8.55 %

Transactional income:

Gain (loss) on loan sales

- 0.00 % 190 0.18 %

Gain on sale of real estate owned

22 0.02 % 40 0.04 %

Other noninterest income

(1 ) 0.00 % - 0.00 %

Accelerated accretion and loan fees

4,820 4.66 % 4,638 4.47 %

Total transactional income

4,841 4.68 % 4,868 4.69 %

Total

$ 12,850 12.43 % $ 13,741 13.24 %

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Table Of Contents

Net Interest Income

Three Months Ended December 31, 201 5 and 201 4

Net interest and dividend income before provision for the three months ended December 31, 2015 and 2014 was $10.2 million and $9.4 million, respectively. The increase of $746 thousand was largely attributable to higher loan volume and interest income in the originated loan portfolio. The following table summarizes interest income and related yields recognized on the Company's loans for the three months ended December 31, 2015 and 2014.

Interest Income and Yield on Loans

Three Months Ended December 31,

2015

2014

Average

Interest

Average

Interest

Balance

Income

Yield

Balance

Income

Yield

(Dollars in thousands)

Community Banking Division

$ 240,507 $ 2,932 4.84 % $ 236,127 $ 2,899 4.87 %

LASG:

Originated

137,959 1,978 5.69 % 59,863 1,007 6.67 %

Purchased

209,605 6,734 12.74 % 208,935 6,989 13.27 %

Secured Loans to Broker-Dealers

60,004 75 0.50 % 45,304 53 0.46 %

Total LASG

407,568 8,787 8.55 % 314,102 8,049 10.17 %

Total

$ 648,075 $ 11,719 7.17 % $ 550,229 $ 10,948 7.89 %

The Company's interest rate spread increased by two basis points and net interest margin remained consistent for the quarter ended December 31, 2015 compared to the quarter ended December 31, 2014. The slight increase was principally volume driven with an increase in interest-earning assets of $59.8 million and an increase in interest-earning deposits of $64.2 million. The following sets forth the average balance sheets, interest income and interest expense, and average yields and costs for the three months ended December 31, 2015 and 2014.

Three Months Ended December 31,

2015

2014

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate

Balance

Expense

Rate

(Dollars in thousands)

Assets:

Interest-earning assets:

Investment securities (1)

$ 105,502 $ 236 0.89% $ 109,498 $ 232 0.84%

Loans (2) (3)

648,075 11,719 7.17% 550,229 10,948 7.89%

Federal Home Loan Bank stock

2,588 34 5.21% 4,102 15 1.45%

Short-term investments (4)

72,299 46 0.25% 104,822 64 0.24%

Total interest-earning assets

828,464 12,035 5.76% 768,651 11,259 5.81%

Cash and due from banks

3,353 2,637

Other non-interest earning assets

35,558 32,500

Total assets

$ 867,375 $ 803,788

Liabilities & Stockholders' Equity:

Interest-bearing liabilities:

NOW accounts

$ 65,617 $ 42 0.25% $ 62,259 $ 40 0.25%

Money market accounts

199,766 429 0.85% 127,394 241 0.75%

Savings accounts

35,269 11 0.12% 33,648 12 0.14%

Time deposits

334,925 943 1.12% 348,118 988 1.13%

Total interest-bearing deposits

635,577 1,425 0.89% 571,419 1,281 0.89%

Short-term borrowings

2,002 5 0.99% 2,869 7 0.97%

Borrowed funds

30,145 259 3.41% 45,587 338 2.94%

Junior subordinated debentures

8,699 158 7.21% 8,508 188 8.77%
Capital lease obligations 1,272 16 4.99% 1,480 19 5.09%

Total interest-bearing liabilities

677,695 1,863 1.09% 629,863 1,833 1.15%

Non-interest bearing liabilities:

Demand deposits and escrow accounts

69,464 55,131

Other liabilities

6,302 5,650

Total liabilities

753,461 690,644

Stockholders' equity

113,914 113,144

Total liabilities and stockholders' equity

$ 867,375 $ 803,788

Net interest income

$ 10,172 $ 9,426

Interest rate spread

4.67% 4.66%

Net interest margin (5)

4.87% 4.87%

(1) Interest income and yield are stated on a fully tax-equivalent basis using a 34% tax rate.

(2) Includes loans held for sale.

(3) Nonaccrual loans are included in the computation of average, but unpaid interest has not been included for purposes of determining interest income.

(4) Short term investments include FHLB overnight deposits and other interest-bearing deposits.

(5) Net interest margin is calculated as net interest income divided by total interest-earning assets.

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Table Of Contents

The following table presents the extent to which changes in volume and interest rates of interest earning assets and interest bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior period rate), (ii) changes attributable to changes in rates (changes in rates multiplied by prior period volume) and (iii) change attributable to a combination of changes in rate and volume (change in rates multiplied by the changes in volume). Changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate .

Three Months Ended December 31, 2015 compared to 2014

Change Due to Volume

Change Due to Rate

Total Change

(Dollars in thousands)

Interest earning assets:

Investment securities

$ (8 ) $ 12 $ 4

Loans

1,825 (1,054 ) 771

Regulatory stock

(8 ) 27 19

Short-term investments

(21 ) 3 (18 )

Total interest-earning assets

1,788 (1,012 ) 776

Interest-bearing liabilities:

Interest-bearing deposits

119 25 144

Short-term borrowings

(2 ) - (2 )

Borrowed funds

(127 ) 48 (79 )

Junior subordinated debentures

4 (34 ) (30 )
Capital lease obligations (3 ) - (3 )

Total interest-bearing liabilities

(9 ) 39 30

Total change in net interest income

$ 1,797 $ (1,051 ) $ 746

Six Months Ended December 31, 201 5 and 201 4

Net interest and dividend income before provision for the six months ended December 31, 2015 and 2014 was $19.4 million and $18.9 million, respectively. The increase of $516 thousand was largely attributable to higher loan volume and interest income in the originated loan portfolio. The following table summarizes interest income and related yields recognized on the Company's loans for the six months ended December 31, 2015 and 2014.

Interest Income and Yield on Loans

Six Months Ended December 31,

2015

2014

Average

Interest

Average

Interest

Balance

Income

Yield

Balance

Income

Yield

(Dollars in thousands)

Community Banking Division

$ 239,689 $ 5,857 4.85% $ 238,646 $ 5,960 4.95%

LASG:

Originated

128,267 3,673 5.68% 59,277 2,314 7.74%

Purchased

204,995 12,829 12.41% 205,896 13,511 13.02%

Secured Loans to Broker-Dealers

60,006 150 0.50% 34,474 85 0.49%

Total LASG

393,268 16,652 8.40% 299,647 15,910 10.53%

Total

$ 632,957 $ 22,509 7.05% $ 538,293 $ 21,870 8.06%

40

Table Of Contents

The Company's interest rate spread and net interest margin decreased by 33 basis points and 36 basis points, respectively, for the six months ended December 31, 2015 compared to the six months ended December 31, 2014. These decreases were principally the result of lower total return on purchased loans. The following sets forth the average balance sheets, interest income and interest expense, and average yields and costs for the six months ended December 31, 2015 and 2014.

Six Months Ended December 31,

2015

2014

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate

Balance

Expense

Rate

(Dollars in thousands)

Assets:

Interest-earning assets:

Investment securities (1)

$ 103,872 $ 464 0.89% $ 110,874 $ 475 0.85%

Loans (2) (3)

632,957 22,509 7.05% 538,293 21,870 8.06%

Federal Home Loan Bank stock

3,345 68 4.03% 4,102 31 1.50%

Short-term investments (4)

85,974 108 0.25% 93,792 115 0.24%

Total interest-earning assets

826,148 23,149 5.56% 747,061 22,491 5.97%

Cash and due from banks

3,190 2,674

Other non-interest earning assets

35,986 33,326

Total assets

$ 865,324 $ 783,061

Liabilities & Stockholders' Equity:

Interest-bearing liabilities:

NOW accounts

$ 67,617 $ 88 0.26% $ 62,934 $ 81 0.26%

Money market accounts

185,166 782 0.84% 106,844 365 0.68%

Savings accounts

35,816 23 0.13% 34,004 23 0.13%

Time deposits

342,896 1,896 1.10% 344,243 1,941 1.12%

Total interest-bearing deposits

631,495 2,789 0.88% 548,025 2,410 0.87%

Short-term borrowings

1,976 13 1.31% 3,095 16 1.03%

Borrowed funds

34,734 586 3.35% 49,283 733 2.95%

Junior subordinated debentures

8,674 312 7.14% 8,484 394 9.21%
Capital lease obligations 1,302 33 5.03% 1,504 38 5.01%

Total interest-bearing liabilities

678,181 3,733 1.09% 610,391 3,591 1.17%

Non-interest bearing liabilities:

Demand deposits and escrow accounts

66,736 54,187

Other liabilities

6,868 5,716

Total liabilities

751,785 670,294

Stockholders' equity

113,539 112,767

Total liabilities and stockholders' equity

$ 865,324 $ 783,061

Net interest income

$ 19,416 $ 18,900

Interest rate spread

4.47% 4.80%

Net interest margin (5)

4.66% 5.02%

(1) Interest income and yield are stated on a fully tax-equivalent basis using a 34% tax rate.

(2) Includes loans held for sale.

(3) Nonaccrual loans are included in the computation of average, but unpaid interest has not been included for purposes of determining interest income.

(4) Short term investments include FHLB overnight deposits and other interest-bearing deposits.

(5) Net interest margin is calculated as net interest income divided by total interest-earning assets.

41

Table Of Contents

The following table presents the extent to which changes in volume and interest rates of interest earning assets and interest bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior period rate), (ii) changes attributable to changes in rates (changes in rates multiplied by prior period volume) and (iii) changes attributable to a combination of changes in rate and volume (change in rates multiplied by the changes in volume). Changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate . 

Six Months Ended December 31, 2015 compared to 2014

Change Due to

Volume

Change Due to

Rate

Total

Change

(Dollars in thousands)

Interest earning assets:

Investment securities

$ (31 ) $ 20 $ (11 )

Loans

3,566 (2,927 ) 639

Regulatory stock

(7 ) 44 37

Short-term investments

(10 ) 3 (7 )

Total interest-earning assets

3,518 (2,860 ) 658

Interest-bearing liabilities:

Interest-bearing deposits

325 54 379

Short-term borrowings

(7 ) 4 (3 )

Borrowed funds

(236 ) 89 (147 )

Junior subordinated debentures

9 (91 ) (82 )
Capital lease obligations (5 ) - (5 )

Total interest-bearing liabilities

86 56 142

Total change in net interest income

$ 3,432 $ (2,916 ) $ 516

Provision for Loan Losses

Quarterly, the Company determines the amount of the allowance for loan losses that is appropriate to provide for losses inherent in the Company's loan portfolios, with the provision for loan losses determined by the net change in the allowance for loan losses. For loans acquired with deteriorated credit quality, a provision for loan a loss is recorded when estimates of future cash flows are lower than had been previously expected. See Part I. Item I. "Notes to Unaudited Consolidated Financial Statements - Note 4: Loans, Allowance for Loan losses and Credit Quality" for further discussion.

The provision for loan losses for periods subsequent to the merger with FHB Formation LLC reflects the impact of adjusting loans to their then fair values, as well as the elimination of the allowance for loan losses in accordance with the acquisition method of accounting. Subsequent to the merger, the provision for loan losses has been recorded based on estimates of inherent losses in newly originated loans and for incremental reserves required for pre-merger loans based on estimates of deteriorated credit quality post-merger .

Three Months Ended December 31, 201 5 and 201 4

The provision for loan losses for the quarter ended December 31, 2015 and 2014 was $896 thousand and $113 thousand, respectively. The increase in the Company's loan loss provision resulted principally due to two loans which were provided for in the current quarter and increased volume of newly originated loans, offset by charge-offs.

Six Months Ended December 31, 201 5 and 201 4

The provision for loan losses for the six months ended December 31, 2015 and 2014 was $1.1 million and $433 thousand, respectively. The increase in the Company's loan loss provision resulted principally due from two loans which were provided for in the current quarter and increased volume of newly originated loans, offset by charge-offs.

Noninterest Income

Three Months Ended December 31, 201 5 and 201 4

Noninterest income increased by $254 thousand for the current quarter, compared to the quarter ended December 31, 2014, principally due to an increase of $234 thousand in gains realized on sale of portfolio loans. The recent quarter includes gains realized on sale of SBA loans of $679 thousand, compared to $445 thousand in the quarter ended December 31, 2014.

Six Months Ended December 31, 201 5 and 201 4

Noninterest income increased by $802 thousand for the six months ended December 31, 2015, compared to the six months ended December 31, 2014, principally due to an increase of $829 thousand in gains realized on sale of portfolio loans. The recent period includes gains realized on sale of SBA loans of $1.4 million, compared to $525 thousand in the six months ended December 31, 2014.

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Table Of Contents

Noninterest Expense

Thr ee Months Ended December 31, 2015 and 201 4

Noninterest expense decreased by $14 thousand for the current quarter, compared to the quarter ended December 31, 2014, principally due to the following:

a decrease of $194 thousand in loan acquisition and collections expense related to lower collection expense on purchased loans;

a decrease of $194 thousand in professional fees, primarily due to fees for temporary consulting services recognized in the three months ended December 31, 2014;

an increase of $117 thousand in salaries and employee benefits primarily due to the accelerated vesting of the former Chief Operating Officer's shares and an increase in headcount during the three months ended December 31, 2015; and

an increase of $139 thousand in occupancy and equipment expense, due to increases in rent and IT-related equipment expense.

Six Months Ended December 31, 201 5 and 201 4

Noninterest expense increased by $58 thousand for the six months ended December 31, 2015, compared to the six months ended December 31, 2014, principally due to the following:

An increase of $226 thousand in occupancy and equipment expense, due to increases in rent and IT-related equipment expense; and

A decrease of $160 thousand in salaries and employee benefits principally due to the benefit recognized upon the forfeiture of stock awards. This decrease is partially offset by an increase in employee head count and the accelerated vesting of the former Chief Operating Officer's shares.

Income Taxes

Three Months Ended December 31, 201 5 and 201 4

The Company's effective tax rate for the quarter ended December 31, 2015 was 35.5%, compared to 36.1% for the quarter ended December 31, 2014, primarily due to the adoption of ASU 2014-01 in the current period.

Six Months Ended December 31, 2015 and 2014

The Company's income tax expense was $2.1 million or an effective rate of 36.3%, for the six months ended December 31, 2015, as compared to $1.8 million, or an effective rate of 36.1%, for the six months ended December 31, 2014, primarily due to the adoption of ASU 2014-01 in the current period.

43

Table Of Contents

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer (the Company's principal executive officer and principal financial officer, respectively), as appropriate to allow for timely decisions regarding timely disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost/benefit relationship of possible controls and procedures.

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation of the Company's disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of December 31, 2015.

There were no changes in the Company's internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2015 that have materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

Not required for smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to purchases made by the Company of its common stock during the three months ended December 31, 2015.

Period

Period

Total Number of

Shares Purchased (1)

Average Price Per

share

Total Number of

Shares Purchased

as Part of Publicly

Announced

Programs

Maximum

Number of Shares

that May Yet Be

Purchased Under

the Program

Oct. 1 – Oct. 31

6,800 10.92 1,061,162 308,838

Nov. 1 – Nov. 30

55,600 10.78 1,116,762 253,238

Dec. 1 - Dec. 31

10,200 10.48 1,126,962 243,038

(1)   Based on trade date, not settlement date

Item 3.

Defaults Upon Senior Securities

None.

44

Table Of Contents

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibits No .

Description

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)). *

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)). *

32.1

Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). **

32.2

Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). **

101

The following materials from Northeast Bancorp's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at December 31, 2015 and June 30, 2015; (ii) Consolidated Statements of Income for the three and six months ended December 31, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2015 and 2014; (iv) Consolidated Statements of Changes in Shareholders' Equity for the six months ended December 31, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014; and (v) Notes to Unaudited Consolidated Financial Statements.

* Filed herewith

** Furnished herewith

45

Table Of Contents

SIGNATURES

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

Date: February 12, 2016

NORTHEAST BANCORP

By:

/s/ Richard Wayne

  Richard Wayne

  President and Chief Executive Officer

By:

/s/ Brian S haughnessy

  Brian Shaughnessy

  Chief Financial Officer

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Table Of Contents

NORTHEAST BANCORP

Index to Exhibits

Exhibits No .

Description

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)). *

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)). *

32.1

Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). **

32.2

Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)). **

101

The following materials from Northeast Bancorp's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at December 31, 2015 and June 30, 2015; (ii) Consolidated Statements of Income for the three and six months ended December 31, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2015 and 2014; (iv) Consolidated Statements of Changes in Shareholders' Equity for the six months ended December 31, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the six months ended December 31, 2015 and 2014; and (v) Notes to Unaudited Consolidated Financial Statements.

* Filed herewith

** Furnished herewith

47