

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~September~~June 30, ~~2018~~2019
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________

Commission file number 0-13368

FIRST ~~MID-ILLINOIS~~MID BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)

Delaware	37-1103704
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

1421 Charleston Avenue,
Mattoon, Illinois	61938
(Address of principal executive offices)	(Zip code)

(217) 234-7454
(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FMBH	NASDAQ Global Market

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

Indicate by check mark whether the Registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 [X ] No [ ]

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



Large accelerated filer [ ]	Accelerated filer [X]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ ]
	Emerging growth company [ ]

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

As of ~~November 8, 2018~~August 5, 2019, ~~15,297,425~~16,696,292 common shares, $4.00 par value, were outstanding.

PART I


ITEM 1. FINANCIAL STATEMENTS
First Mid-Illinois Bancshares, Inc.
First Mid Bancshares, Inc.
Condensed Consolidated Balance Sheets	(Unaudited)						(Unaudited)
(In thousands, except share data)	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Assets
Cash and due from banks:
Non-interest bearing	$	53,388		$	75,398		$	101,027		$	63,593
Interest bearing	10,435			12,990			66,470			77,142
Federal funds sold	662			491			919			665
Cash and cash equivalents	64,485			88,879			168,416			141,400
Certificates of deposit investments	2,183			1,685			6,585			7,569
Investment securities:
Available-for-sale, at fair value	599,080			578,579			757,690			692,274
Held-to-maturity, at amortized cost (estimated fair value of $67,395 and $68,457 at September 30, 2018 and December 31, 2017, respectively)	69,409			69,332
Held-to-maturity, at amortized cost (estimated fair value of $69,441 and $67,909 at June 30, 2019 and December 31, 2018, respectively)							69,488			69,436
Loans held for sale	940			1,025			1,717			1,508
Loans	2,399,220			1,938,476			2,544,826			2,643,011
Less allowance for loan losses	(23,839		)	(19,977		)	(26,359		)	(26,189		)
Net loans	2,375,381			1,918,499			2,518,467			2,616,822
Interest receivable	14,928			10,832			15,650			16,881
Other real estate owned	2,093			2,754			3,569			2,534
Premises and equipment, net	47,327			38,266			59,898			59,117
Goodwill, net	86,641			60,150			104,975			105,277
Intangible assets, net	15,373			10,679			30,787			33,820
Bank owned life insurance	51,443			41,883			66,347			65,484
Right of use lease assets							12,805			—
Other assets	26,194			18,976			26,447			27,612
Total assets	$	3,355,477		$	2,841,539		$	3,842,841		$	3,839,734
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing	$	493,935		$	480,283		$	603,823		$	575,784
Interest bearing	2,157,462			1,794,356			2,408,667			2,412,902
Total deposits	2,651,397			2,274,639			3,012,490			2,988,686
Securities sold under agreements to repurchase	98,875			155,388			152,264			192,330
Interest payable	1,400			602			2,416			1,758
FHLB borrowings	120,736			60,038			95,826			119,745
Other borrowings	29,500			10,313			—			7,724
Junior subordinated debentures	28,958			24,000			29,084			29,000
Lease liabilities							12,815			—
Other liabilities	7,778			8,595			28,988			24,627
Total liabilities	2,938,644			2,533,575			3,333,883			3,363,870
Stockholders’ Equity:
Common stock, $4 par value; authorized 30,000,000 shares; issued 15,867,990 and 13,231,225 shares in 2018 and 2017, respectively	65,472			54,925
Common stock, $4 par value; authorized 30,000,000 shares; issued 17,268,693 and 17,219,012 shares in 2019 and 2018, respectively							71,075			70,876
Additional paid-in capital	250,484			163,603			295,415			293,937
Retained earnings	126,955			104,683			149,688			131,392
Deferred compensation	2,553			3,540			2,323			2,761
Accumulated other comprehensive loss	(12,173		)	(2,304		)
Less treasury stock at cost, 573,065 shares in 2018 and 570,477 shares in 2017	(16,458		)	(16,483		)
Accumulated other comprehensive income (loss)							7,216			(6,473		)
Less treasury stock at cost, 574,377 shares in 2019 and 2018							(16,759		)	(16,629		)
Total stockholders’ equity	416,833			307,964			508,958			475,864
Total liabilities and stockholders’ equity	$	3,355,477		$	2,841,539		$	3,842,841		$	3,839,734

See accompanying notes to unaudited condensed consolidated financial statements.


First Mid-Illinois Bancshares, Inc.
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Income (unaudited)	Condensed Consolidated Statements of Income (unaudited)									Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share data)	Three months ended September 30,					Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2018			2017		2018		2017		2019		2018		2019		2018
Interest income:
Interest and fees on loans	$	28,850		$	20,385	$	75,219	$	61,337	$	31,539	$	25,362	$	63,643	$	46,369
Interest on investment securities	4,511			4,179		13,271		12,585		5,436		4,679		10,645		8,760
Interest on certificates of deposit investments	13			9		34		41		37		12		75		21
Interest on federal funds sold	2			1		5		62		4		1		7		2
Interest on deposits with other financial institutions	112			40		248		217		555		77		1,252		137
Total interest income	33,488			24,614		88,777		74,242		37,571		30,131		75,622		55,289
Interest expense:
Interest on deposits	2,217			1,028		5,149		2,840		4,940		1,670		9,318		2,932
Interest on securities sold under agreements to repurchase	72			51		196		137		215		65		475		124
Interest on FHLB borrowings	559			283		1,309		602		696		475		1,419		750
Interest on other borrowings	148			143		374		385		1		118		1		226
Interest on subordinated debentures	405			236		1,013		680		406		349		844		608
Total interest expense	3,401			1,741		8,041		4,644		6,258		2,677		12,057		4,640
Net interest income	30,087			22,873		80,736		69,598		31,313		27,454		63,565		50,649
Provision for loan losses	2,551			1,489		5,483		5,051		91		1,877		1,038		2,932
Net interest income after provision for loan losses	27,536			21,384		75,253		64,547		31,222		25,577		62,527		47,717
Other income:
Trust revenues	919			925		2,934		2,696
Brokerage commissions	660			536		1,986		1,550
Wealth management revenues										3,587		1,599		7,232		3,341
Insurance commissions	877			670		3,202		3,148		3,760		838		9,315		2,325
Service charges	2,009			1,758		5,447		5,160		1,959		1,803		3,761		3,438
Securities gains, net	—			254		901		589		218		881		272		901
Mortgage banking revenue, net	368			347		939		875		346		410		585		571
ATM / debit card revenue	1,979			1,595		5,443		4,828		2,202		1,860		4,218		3,464
Bank owned life insurance	342			792		933		1,355		447		315		877		591
Other	765			784		1,982		2,925		1,069		655		1,967		1,217
Total other income	7,919			7,661		23,767		23,126		13,588		8,361		28,227		15,848
Other expense:
Salaries and employee benefits	11,600			9,648		32,851		29,685		15,565		11,057		32,139		21,251
Net occupancy and equipment expense	3,530			3,129		10,308		9,378		4,543		3,505		8,998		6,778
Net other real estate owned expense (income)	(61		)	385		22		530
Net other real estate owned expense										188		7		241		83
FDIC insurance	174			210		740		679		197		285		476		566
Amortization of intangible assets	838			545		2,059		1,651		1,823		716		3,179		1,221
Stationery and supplies	328			168		725		539		264		186		551		397
Legal and professional	1,071			871		3,925		2,596		1,304		1,717		2,498		2,854
Marketing and donations	468			338		1,253		909		481		431		935		785
Other	6,542			2,618		11,777		9,102		5,822		2,892		9,480		5,235
Total other expense	24,490			17,912		63,660		55,069		30,187		20,796		58,497		39,170
Income before income taxes	10,965			11,133		35,360		32,604		14,623		13,142		32,257		24,395
Income taxes	2,731			3,538		8,699		10,545		3,642		3,105		7,960		5,968
Net income	$	8,234		$	7,595	$	26,661	$	22,059	$	10,981	$	10,037	$	24,297	$	18,427
Per share data:
Basic net income per common share available to common stockholders	$	0.54		$	0.61	$	1.91	$	1.76	$	0.66	$	0.72	$	1.46	$	1.38
Diluted net income per common share available to common stockholders	$	0.54		$	0.61	$	1.90	$	1.76	0.66		0.72		1.45		1.38
Cash dividends declared per common share	$	—		$	—	$	0.34	$	0.32	0.36		0.34		0.36		0.34

See accompanying notes to unaudited condensed consolidated financial statements.


First Mid-Illinois Bancshares, Inc.
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Comprehensive Income (unaudited)	Condensed Consolidated Statements of Comprehensive Income (unaudited)												Condensed Consolidated Statements of Comprehensive Income (unaudited)
(in thousands)	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Net income	$	8,234		$	7,595		$	26,661		$	22,059		$	10,981		$	10,037		$	24,297		$	18,427
Other Comprehensive Income (Loss)
Unrealized gains (losses) on available-for-sale securities, net of taxes of $1,191 and $327 for three months ended September 30, 2018 and 2017, respectively and $3,796 and $(5,154) for nine months ended September 30, 2018 and 2017, respectively.	(2,919		)	(512		)	(9,289		)	8,068
Amortized holding losses on held-to-maturity securities transferred from available-for-sale, net of taxes of $(8) and $(11) for three months ended September 30, 2018 and 2017, respectively and $(25) and $(32) for nine months ended September 30, 2018 and 2017, respectively.	20			16			60			51
Less: reclassification adjustment for realized gains included in net income, net of taxes of $0 and $99 for three months ended September 30, 2018 and 2017, respectively and $261 and $230 for nine months ended September 30, 2018 and 2017, respectively.	—			(155		)	(640		)	(359		)
Unrealized gains (losses) on available-for-sale securities, net of taxes of $(2,531) and $64 for three months ended June 30, 2019 and 2018, respectively and $(5,653) and $2,605 for six months ended June 30, 2019 and 2018, respectively.													6,195			(150		)	13,841			(6,370		)
Amortized holding losses on held-to-maturity securities transferred from available-for-sale, net of taxes of $(8) for both three months ended June 30, 2019 and 2018 and $(17) for both six months ended June 30, 2019 and 2018.													21			21			41			40
Less: reclassification adjustment for realized gains included in net income, net of taxes of $63 and $255 for three months ended June 30, 2019 and 2018, respectively and $79 and $261 for six months ended June 30, 2019 and 2018, respectively.													(155		)	(626		)	(193		)	(640		)
Other comprehensive income (loss), net of taxes	(2,899		)	(651		)	(9,869		)	7,760			6,061			(755		)	13,689			(6,970		)
Comprehensive income	$	5,335		$	6,944		$	16,792		$	29,819		$	17,042		$	9,282		$	37,986		$	11,457

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid-Illinois Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) Nine months ended September 30,
(In thousands) 2018 2017
Cash flows from operating activities:
Net income $ 26,661
$ 22,059
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses 5,483
5,051
Depreciation, amortization and accretion, net 5,431
6,241
Change in cash surrender value of bank owned life insurance (933 ) (844 )
Stock-based compensation expense 242
300
Gains on investment securities, net (901 ) (589 )
(Gain) loss on sales of repossessed assets, net (62 ) 349
Loss on write down of premises and equipment 26
337
Gains on sale of loans held for sale, net (796 ) (809 )
Decrease in accrued interest receivable (1,767 ) (323 )
Increase in accrued interest payable 541
38
Origination of loans held for sale (48,214 ) (45,076 )
Proceeds from sale of loans held for sale 49,095
44,981
Decrease in other assets 575
2,475
Decrease in other liabilities (8,941 ) (1,421 )
Net cash provided by operating activities 26,440
32,769
Cash flows from investing activities:

Proceeds from maturities of certificates of deposit investments 747
12,958
Proceeds from sales of securities available-for-sale 13,152
96,184
Proceeds from maturities of securities available-for-sale 40,476
52,894
Purchases of securities available-for-sale (30,082 ) (134,807 )
Net increase in loans (99,308 ) (49,198 )
Purchases of premises and equipment (1,765 ) (1,304 )
Proceeds from sales of other real property owned 1,490
5,356
Net cash provided by acquisition 10,323
—
Net cash used in investing activities (64,967 ) (17,917 )
Cash flows from financing activities:
Net decrease in deposits (8,866 ) (112,410 )
Increase in federal funds purchased 22,000
20,000
Decrease in repurchase agreements (56,513 ) (69,403 )
Proceeds from FHLB advances 45,000
52,000
Repayment of FHLB advances (15,000 ) (5,000 )
Repayment from short-term debt —
(6,813 )
Repayment of long-term debt (2,813 ) —
Proceeds from issuance of common stock 36,519
4,195
Direct expenses related to capital transactions (2,243 ) (213 )
Purchase of treasury stock (95 ) —
Dividends paid on common stock (3,856 ) (3,467 )
Net cash provided by (used in) financing activities 14,133
(121,111 )
Decrease in cash and cash equivalents (24,394 ) (106,259 )
Cash and cash equivalents at beginning of period 88,879
175,902
Cash and cash equivalents at end of period $ 64,485
$ 69,643



First Mid Bancshares, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the three months ended June 30, 2019 and 2018
	Common Stock		Additional Paid-In-Capital						Deferred Compensation		Accumulated Other Comprehensive Income (Loss)
(in thousands)						Retained Earnings								Treasury Stock
																	Total
March 31, 2019	$	71,006	$	294,837		$	144,708		$	2,074	$	1,155		$	(16,628	)	$	497,152
Net income	—		—			10,981			—		—			—			10,981
Other comprehensive income, net of tax	—		—			—			—		6,061			—			6,061
Cash dividends on common stock (.36/share)	—		—			(6,001		)	—		—			—			(6,001		)
Issuance of 13,475 common shares pursuant to Dividend Reinvestment Plan	54		419			��			—		—			—			473
Issuance of 7,398 common shares pursuant to Deferred Compensation Plan	7		47			—			—		—			—			54
Issuance of 2,858 common shares pursuant to the Employee Stock Purchase Plan	8		56			—			—		—			—			64
Deferred Compensation	—		—			—			131		—			(131		)	—
Tax benefit related to deferred compensation distributions	—		56			—			—		—			—			56
Vested restricted shares/units compensation expense	—		—			—			118		—			—			118
June 30, 2019	$	71,075	$	295,415		$	149,688		$	2,323	$	7,216		$	(16,759	)	$	508,958

March 31, 2018	$	54,993	$	165,012		$	113,073		$	2,195	$	(8,519	)	$	(16,167	)	$	310,587
Net income	—		—			10,037			—		—			—			10,037
Other comprehensive loss, net of tax	—		—			—			—		(755		)	—			(755		)
Cash dividends on common stock (.34/share)	—		—			(4,389		)	—		—			—			(4,389		)
Issuance of 14,626 common shares pursuant to Dividend Reinvestment Plan	59		474			—			—		—			—			533
Issuance of 5,342 common shares pursuant to Deferred Compensation Plan	6		48			—			—		—			—			54
Issuance of 2,500 common shares pursuant to the exercise of stock options	10		48			—			—		—			—			58
Issuance of 1,643,900 common shares pursuant to acquisition of First Banctrust Corporation, net proceeds	6,576		54,710			—			—		—			—			61,286
Issuance of 947,368 common shares pursuant to capital raise	3,789		30,197			—			—		—			—			33,986
Purchase of 2,588 shares of treasury stock	—		—			—			—		—			(95		)	(95		)
Deferred Compensation	—		—			—			128		—			(128		)	—
Tax benefit related to deferred compensation distributions	—		(56		)	—			—		—			—			(56		)
Vested restricted shares/units compensation expense	—		—			—			80		—			—			80
June 30, 2018	$	65,433	$	250,433		$	118,721		$	2,403	$	(9,274	)	$	(16,390	)	$	411,326

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid-Illinois Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited) Nine months ended September 30,
(In thousands) 2018 2017

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 7,243
$ 4,627
Income taxes 7,919
7,969
Supplemental disclosures of noncash investing and financing activities

Loans transferred to other real estate owned 224
5,317
Dividends reinvested in common stock 533
527
Net tax benefit related to option and deferred compensation plans 160
221
Supplemental disclosure of purchase of capital stock of First Bank
Fair value of assets acquired $ 501,285
$ —
Consideration paid:
Cash paid 10,275
—
Common stock issued 61,350
—
Total consideration paid 71,625
—
Fair value of liabilities assumed $ 429,660
$ —



First Mid Bancshares, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the six months ended June 30, 2019 and 2018
	Common Stock		Additional Paid-In-Capital						Deferred Compensation			Accumulated Other Comprehensive Income (Loss)
(in thousands)						Retained Earnings									Treasury Stock
																		Total
December 31, 2018	$	70,876	$	293,937		$	131,392		$	2,761		$	(6,473	)	$	(16,629	)	$	475,864
Net income	—		—			24,297			—			—			—			24,297
Other comprehensive income, net of tax	—		—			—			—			13,689			—			13,689
Cash dividends on common stock (.36/share)	—		—			(6,001		)	—			—			—			(6,001		)
Issuance of 13,475 common shares pursuant to Dividend Reinvestment Plan	54		419			—			—			—			—			473
Issuance of 7,398 common shares pursuant to Deferred Compensation Plan	30		218			—			—			—			—			248
Issuance of 25,950 restricted shares pursuant to the 2017 Stock Incentive Plan	104		760			—			—			—			—			864
Issuance of 2,858 common shares pursuant to the Employee Stock Purchase Plan	11		77			—			—			—			—			88
Deferred Compensation	—		—			—			130			—			(130		)	—
Tax benefit related to deferred compensation distributions	—		56			—			—			—			—			56
Grant of restricted units pursuant to 2017 Stock Incentive Plan	—		(52		)	—			(814		)	—			—			(866		)
Vested restricted shares/units compensation expense	—		—			—			246			—			—			246
June 30, 2019	$	71,075	$	295,415		$	149,688		$	2,323		$	7,216		$	(16,759	)	$	508,958

December 31, 2017	$	54,925	$	163,603		$	104,683		$	3,540		$	(2,304	)	$	(16,483	)	$	307,964
Net income	—		—			18,427			—			—			—			18,427
Other comprehensive loss, net of tax	—		—			—			—			(6,970		)	—			(6,970		)
Cash dividends on common stock (.34/share)	—		—			(4,389		)	—			—			—			(4,389		)
Issuance of 14,626 common shares pursuant to Dividend Reinvestment Plan	59		474			—			—			—			—			533
Issuance of 5,342 common shares pursuant to Deferred Compensation Plan	21		183			—			—			—			—			204
Issuance of 13,250 restricted shares pursuant to the 2017 Stock Incentive Plan	53		463			—			—			—			—			516
Issuance of 2,500 common shares pursuant to the exercise of stock options	10		48			—			—			—			—			58
Issuance of 1,643,900 common shares pursuant to acquisition of First Banctrust Corporation, net proceeds	6,576		54,710			—			—			—			—			61,286
Issuance of 947,368 common shares pursuant to capital raise	3,789		30,197			—			—			—			—			33,986
Purchase of 2,588 shares of treasury stock	—		—			—			—			—			(95		)	(95		)
Deferred Compensation	—		—			—			(188		)	—			188			—
Tax benefit related to deferred compensation distributions	—		161			—			—			—			—			161
Grant of restricted units pursuant to 2017 Stock Incentive Plan	—		594			—			(1,109		)	—			—			(515		)
Vested restricted shares/units compensation expense	—		—			—			160			—			—			160
June 30, 2018	$	65,433	$	250,433		$	118,721		$	2,403		$	(9,274	)	$	(16,390	)	$	411,326

See accompanying notes to unaudited condensed consolidated financial statements.



First Mid Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)	Six months ended June 30,
(In thousands)	2019			2018
Cash flows from operating activities:
Net income	$	24,297		$	18,427
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	1,038			2,932
Depreciation, amortization and accretion, net	5,435			3,478
Change in cash surrender value of bank owned life insurance	(877		)	(591		)
Stock-based compensation expense	264			160
Operating lease payments	(1,340		)	—
Gains on investment securities, net	(272		)	(901		)
Loss on sales of repossessed assets, net	63			11
Loss on write down of premises and equipment	—			1
Gains on sale of loans held for sale, net	(508		)	(462		)
Decrease in accrued interest receivable	1,231			549
Increase in accrued interest payable	823			216
Origination of loans held for sale	(28,750		)	(27,596		)
Proceeds from sale of loans held for sale	29,049			26,629
Decrease in other assets	1,658			1,435
Decrease in other liabilities	(141		)	(6,242		)
Net cash provided by operating activities	31,970			18,046
Cash flows from investing activities:
Proceeds from maturities of certificates of deposit investments	984			—
Proceeds from sales of securities available-for-sale	20,052			13,152
Proceeds from maturities of securities available-for-sale	42,222			25,950
Purchases of securities available-for-sale	(108,684		)	(28,260		)
Net decrease (increase) in loans	95,687			(73,973		)
Purchases of premises and equipment	(2,543		)	(753		)
Proceeds from sales of other real property owned	508			1,040
Net cash provided by acquisition	—			10,323
Net cash provided by (used in) investing activities	48,226			(52,521		)
Cash flows from financing activities:
Net increase in deposits	23,804			10,601
Decrease in repurchase agreements	(40,066		)	(13,726		)
Proceeds from FHLB advances	—			15,000
Repayment of FHLB advances	(24,000		)	(10,000		)
Repayment of long-term debt	(7,724		)	(938		)
Proceeds from issuance of common stock	334			36,263
Direct expenses related to capital transactions	—			(2,078		)
Purchase of treasury stock	—			(95		)
Dividends paid on common stock	(5,528		)	(3,856		)
Net cash (used in) provided by financing activities	(53,180		)	31,171
Increase (decrease) in cash and cash equivalents	27,016			(3,304		)
Cash and cash equivalents at beginning of period	141,400			88,879
Cash and cash equivalents at end of period	$	168,416		$	85,575



First Mid Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)	Six months ended June 30,
(In thousands)	2019		2018
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	11,399	$	4,097
Income taxes	6,987		5,020
Supplemental disclosures of noncash investing and financing activities
Loans transferred to other real estate owned	1,630		214
Initial recognition of right-of-use assets	14,116		—
Initial recognition of lease liabilities	14,116		—
Dividends reinvested in common stock	473		533
Net tax benefit related to option and deferred compensation plans	56		161
Supplemental disclosure of purchase of capital stock of First Bank
Fair value of assets acquired	—		501,285
Consideration paid:
Cash paid	—		10,275
Common stock issued	—		61,350
Total consideration paid	—		71,625
Fair value of liabilities assumed	$	—	$	429,660

See accompanying notes to unaudited condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 -- Basis of Accounting and Consolidation

The unaudited condensed consolidated financial statements include the accounts of First ~~Mid-Illinois~~Mid Bancshares, Inc. (“Company”) formerly known as First Mid-Illinois Bancshares, Inc., and its wholly-owned subsidiaries: First Mid Bank & Trust, N.A. (“First Mid Bank”), ~~formerly known as First Mid-Illinois Bank & Trust, N.A.,~~ First Mid Wealth Management Company, Mid-Illinois Data Services, Inc. (“MIDS”) and ~~The Checkley Agency, Inc. doing business as~~ First Mid Insurance Group, Inc. (“First Mid Insurance”). All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the ~~September~~June 30, ~~2018~~2019 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended ~~September~~June 30, ~~2018~~2019 are not necessarily indicative of the results expected for the year ending December 31, ~~2018~~2019. The Company operates as a one-segment entity for financial reporting purposes.

The ~~2017~~2018 year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s ~~2017~~2018 Annual Report on Form 10-K.

Website

The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.

Capital Raise

On June 13, 2018, the Company and First Mid Bank, entered into an underwriting agreement (the “Underwriting Agreement”) with FIG Partners, LLC, as the representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters and the Underwriters agreed to purchase, subject to and upon the terms and conditions of the Underwriting Agreement, an aggregate of 823,799 shares of the Company’s common stock, par value $4.00 per share, at a public offering price of $38.00 per share, in an underwritten public offering (the “Offering”). The Company granted the Underwriters an option for a period of 30 days after the date of the Underwriting Agreement to purchase up to an additional 123,569 shares of common stock at the public offering price, less discounts and commissions. The Underwriters exercised their option in full on June 13, 2018, resulting in 947,368 shares of common stock being offered in the Offering. The Offering closed on June 15, 2018. The net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $34.0 million.

First BancTrust Corporation

On December 11, 2017, the Company and Project Hawks Merger Sub LLC (formerly known as Project Hawks Merger Sub Corp.), a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Hawks Merger Sub”), entered into an Agreement and Plan of Merger (as amended as of January 18, 2018, the “First Bank Merger Agreement") with First BancTrust Corporation, a Delaware corporation (“First Bank”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of First Bank pursuant to a business combination whereby First Bank merged with and into Hawks Merger Sub, with Hawks Merger Sub as the surviving entity and a wholly-owned subsidiary of the Company (the “First Bank Merger”).

Subject to the terms and conditions of the First Bank Merger Agreement, at the effective time of the First Bank Merger, each share of common stock, par value $0.01 per share, of First Bank issued and outstanding immediately prior to the effective time of the First Bank Merger (other than shares held in treasury by First Bank and shares held by stockholders who have properly made and not withdrawn a demand for appraisal rights under Delaware law) converted into and become the right to receive, (a) $5.00 in cash and (b) 0.800 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments, all as set forth in the First Bank Merger Agreement.

The First Bank Merger closed on May 1, 2018 and the Company issued an aggregate total of 1,643,900 shares of common stock paying approximately $10,275,000, including cash in lieu of fractional shares. The accounting for the First Bank Merger is presented in Note 8 to the consolidated financial statements. First Bank’s wholly-owned bank subsidiary, First Bank & Trust, merged with and into the Company’s wholly owned bank subsidiary, First Mid Bank, on August 10, 2018. At the time of the bank merger, First Bank & Trust’s banking offices became branches of First Mid Bank.

SCB Bancorp, Inc.

On June 12, 2018, The Company and Project Almond Merger Sub LLC, a newly formed Illinois limited liability company and wholly-owned subsidiary of the Company (“Almond Merger Sub”), entered into an Agreement and Plan of Merger (the “SCB Merger Agreement”) with SCB Bancorp, Inc., an Illinois corporation (“SCB”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of SCB pursuant to a business combination whereby SCB will merge with and into Almond Merger Sub, whereupon the separate corporate existence of SCB will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of the Company (the “SCB Merger”).

Subject to the terms and conditions of the SCB Merger Agreement, at the effective time of the SCB Merger, each share of common stock, par value $7.50 per share, of SCB issued and outstanding immediately prior to the effective time of the SCB Merger ~~(other than shares held in treasury by SCB and shares held by stockholders who have properly made and not withdrawn a demand for appraisal rights under Illinois law) will be~~were converted into and ~~become~~became the right to receive, at the election of each stockholder, either $307.93 in cash or 8.0228 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain potential adjustments. Overall elections are subject to proration such that, depending on the number of shares of SCB common stock electing shares of the Company’s common stock, between 19 and 32.5 percent of the SCB shares will be exchanged for cash, and between 67.5 and 81 percent will be exchanged for the Company’s common stock. Additionally, SCB’s outstanding stock options will be fully vested upon consummation of the SCB Merger, and all outstanding SCB options that are unexercised prior to the effective time of the SCB Merger will be cashed out.withheld. In addition, immediately prior to the closing of the proposed merger, SCB ~~will pay a~~paid special dividend to its shareholders in the aggregate amount of approximately $25 million. The SCB Merger iswas subject to customary closing conditions, including the approval of the appropriate regulatory authorities and of the stockholders of SCB.

The SCB Merger ~~is anticipated~~was completed on November 15, 2018 and an aggregate of 1,330,571 shares of common stock were issued, and approximately $19,046,000 was paid, to ~~be completed~~the stockholders of SCB, including cash in ~~November 2018.~~

~~It is anticipated that SCB’s wholly-owned bank subsidiary,~~lieu of fractional shares. Soy Capital Bank and Trust Company (“Soy Capital Bank”), ~~will be~~ merged with and into First Mid Bank ~~at a date following completion of the Merger.~~on April 6, 2019. At the time of the bank merger, Soy Capital Bank’s banking offices ~~will become~~became branches of First Mid Bank.

At-The-Market Program

On August 16, 2017, the Company entered into a Sales Agency Agreement, pursuant to which the Company may sell, from time to time, up to an aggregate of $20 million of its common stock. Shares of common stock are offered pursuant to the Company's shelf registration statement filed within the SEC. During the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, the company sold no shares of common stock under the program. As of ~~September~~June 30, ~~2018,~~2019, approximately $16.53 million of common stock remained available for issuance under the At The Market program.

Bank Owned Life Insurance

First Mid Bank has purchased life insurance policies on certain senior management. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts that are probable at settlement.

Stock Plans

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan (“SI Plan”). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of common stock of the Company on the terms and conditions established in the SI Plan.

A maximum of 149,983 shares of common stock may be issued under the SI Plan. There have been no stock options awarded under any Company plan since 2008. The Company has awarded 10,500 and 13,250 shares of restricted stock during 2019 and 2018, respectively and ~~15,450~~15,540 and ~~18,391~~28,700 restricted stock units during ~~2018~~2019 and ~~2017,~~2018, respectively.

Employee Stock Purchase Plan

At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 5% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. As of June 30, 2019, 2,858 shares were issued pursuant to the ESPP.

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

Revenue Recognition

Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes a revenue recognition model for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans and investment securities, and revenue related to mortgage servicing activities, which are subject to other accounting standards. A description of the revenue-generating activities that are within the scope of ASC 606, and included in other income in the Company’s condensed consolidated statements of income are as follows:

Trust revenues. The Company generates fee income from providing fiduciary services through its ~~trust department.~~subsidiary, First Mid Wealth Management Company. Fees are billed in arrears based upon the preceding period account balance. Revenue from the farm management department is recorded when service is complete, for example when crops are sold.

Brokerage commissions. The primary brokerage revenue is recorded at the beginning of each quarter through billing to customers based on the account asset size on the last day of the previous quarter. If a withdrawal of funds takes place, a prorated refund may occur; this is reflected within the same quarter as the original billing occurred. All performance obligations are met within the same quarter that the revenue is recorded.

Insurance commissions. The Company’s insurance agency subsidiary, First Mid Insurance, ~~Group (“FMIG”),~~ receives commissions on premiums of new and renewed business policies. ~~FMIG~~First Mid Insurance records commission revenue on direct bill policies as the cash is received. For agency bill policies, ~~FMIG~~First Mid Insurance retains its commission portion of the customer premium payment and remits the balance to the carrier. In both cases, the entire performance obligation is held by the carriers.

Service charges on deposits. The Company generates revenue from fees charged for deposit account maintenance, overdrafts, wire transfers, and check fees. The revenue related to deposit fees is recognized at the time the performance obligation is satisfied.

ATM/debit card revenue. The Company generates revenue through service charges on the use of its ATM machines and interchange income from the use of Company issued credit and debit cards. The revenue is recognized at the time the service is used and the performance obligation is satisfied.

Other income. Treasury management fees and lock box fees are received and recorded after the service performance obligation is completed. Merchant bank card fees are received from various vendors, however the performance obligation is with the vendors. The Company records gains on the sale of loans and the sale of OREO properties after the transactions are complete and transfer of ownership has occurred.

As each of the Company’s facilities is located in markets with similar economies, no disaggregation of revenue is necessary.

Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of June 30, 2019, substantially all of the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space. For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) included in stockholders’ equity as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 are as follows (in thousands):



	Unrealized Gain (Loss) on Securities
June 30, 2019
Net unrealized gains on securities available-for-sale	$	10,272
Unamortized losses on held-to-maturity securities transferred from available-for-sale	(109		)
Tax expense	(2,947		)
Balance at June 30, 2019	$	7,216

Unrealized Gain (Loss) on
Securities
Securities with Other-Than-Temporary Impairment Losses Total
September 30, 2018
Net unrealized losses on securities available-for-sale $ (16,949 ) $ —
$ (16,949 )
Unamortized losses on held-to-maturity securities transferred from available-for-sale (197 ) —
(197 )
Securities with other-than-temporary impairment losses —
—
—
Tax benefit 4,973
—
4,973
Balance at September 30, 2018 $ (12,173 ) $ —
$ (12,173 )


December 31, 2017
December 31, 2018
Net unrealized losses on securities available-for-sale	$	(2,619	)	$	—		$	(2,619	)	$	(8,951	)
Unamortized losses on held-to-maturity securities transferred from available-for-sale	(281		)	—			(281		)	(166		)
Securities with other-than-temporary impairment losses	—			(345		)	(345		)
Tax benefit	841			100			941			2,644
Balance at December 31, 2017	$	(2,059	)	$	(245	)	$	(2,304	)
Balance at December 31, 2018										$	(6,473	)

1012

Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, were as follows (in thousands):


	Amounts Reclassified from Other Comprehensive Income											Affected Line Item in the Statements of Income	Amounts Reclassified from Other Comprehensive Income												Affected Line Item in the Statements of Income
	Amounts Reclassified from Other Comprehensive Income												Amounts Reclassified from Other Comprehensive Income
	Three months ended September 30,					Nine months ended September 30,							Three months ended June 30,						Six months ended June 30,
	2018		2017			2018			2017				2019			2018			2019			2018
Realized gains on available-for-sale securities	$	—	$	254		$	901		$	589		Securities gains, net	$	218		$	881		$	272		$	901		Securities gains, net
												(Total reclassified amount before tax)													(Total reclassified amount before tax)
	—		(99		)	(261		)	(230		)	Income taxes	(63		)	(255		)	(79		)	(261		)	Income taxes
Total reclassifications out of accumulated other comprehensive income	$	—	$	155		$	640		$	359		Net reclassified amount	$	155		$	626		$	193		$	640		Net reclassified amount

See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.

Adoption of New Accounting Guidance

Accounting Standards Update 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification ("ASU 2017-09"). In May 2017, FASB issued ASU 2017-09. This update provides guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting under Topic 718. The guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments should be applied on a prospective basis to an award modified on or after adoption date. ASU 2017-09 did not have a significant impact on the Company's consolidated financial statement.

Accounting Standards Update 2017-08, Receivables-Nonrefundable Fees and Other Costs ("ASU 2017-08"). In March 2017, FASB issued ASU 2017-08. This update amends the amortization period for certain purchased callable debt securities held at a premium. The update shortens the premium's amortization period to the earliest call date to more closely align the amortization period of premiums to expectations incorporated in market pricing on the underlying securities. For public companies, the update is effective for annual periods beginning after December 15, 2018, and is to be applied on a modified retrospective basis with a cumulative-effect adjustment directly to retained earnings as of the beginning of the adoption period. Early adoption iswas permitted, including adoption in an interim period. The Company adopted ASU 2017-08 early and there was not a significant impact on the Company's consolidated financial statements.

Accounting Standards Update 2017-04, Intangibles--Goodwill and Other (Topic 350: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). In January 2017, FASB issued ASU 2017-04. The amendments in this update simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for public companies for the reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Although the Company cannot anticipate future goodwill impairment, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, does not anticipate a material impact on the Company's consolidated financial statements. The current accounting policies and procedures of the Company are not anticipated to change, except for the elimination of the Step 2 analysis.

~~Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606) (“ASU 2016-08").~~ In March 2016, the FASB issued ASU 2016-08 which amended the accounting guidance issued by the FASB in May 2014 that revised the criteria for determining when to recognize revenue from contracts with customers and expanded disclosure requirements. The amendment defers the effective date by one year. This accounting guidance can be implemented using either a retrospective method or a cumulative-effect approach. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company completed its overall assessment of revenue streams and review of related contracts potentially affected by the ASU, including trust and asset management fees, deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. Based on this assessment, the Company concluded that ASU 2014-09 did not materially change the method in which the Company currently recognizes revenue for these revenue streams.

~~Accounting Standards Update 2016-01, Financial Instruments (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01").~~ In January 2016, FASB issued ASU 2016-01 which amends prior guidance to require an entity to measure its equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income. An entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of same issuer. The new guidance simplifies the impairment assessment of equity investments without readily determinable fair values, requires public entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes, requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from changes in the instrument-specific credit risk when the entity has selected fair value option for financial instruments and requires separate presentation of financial assets and liabilities by measurement category and form of financial asset. The new guidance is effective for reporting periods after January 1, 2018 and did not have a significant impact on the Company's consolidated financial statements other than adoption of the standard resulted in the use of an exit price rather than an entrance price to determine the fair value of loans not measured at fair value on a non-recurring basis. See Note 7 - Fair Value of Assets and Liabilities for further information regarding the valuation of these loans.

Pending New Accounting Guidance

~~Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02").~~ On February 25, 2016, FASB issued ASU 2016-02 which creates Topic 842, Leases and supersedes Topic 840, Leases. ASU 2016-02 is intended to improve financial reporting about leasing transactions, by increasing transparency and comparability among organizations. Under the new guidance, a lessee will be required to record all leases with lease terms of more than 12 months on their balance sheet as lease liabilities with a corresponding right-of-use asset. ASU 2016-02 maintains the dual model for lease accounting, requiring leases to be classified as either operating or finance, with lease classification determined in a manner similar to existing lease guidance. The new guidance will be effective for public companies for fiscal years beginning on or after December 15, 2018, and for private companies for fiscal years beginning on or after December 15, 2019. Early adoption is permitted for all entities. Management continues to evaluate the impact ASU 2016-02 will have on the Company's consolidated financial statements. Upon adoption of the guidance, the Company expects to report increased assets and increased liabilities as a result of recognizing right-of-use assets and lease liabilities on its consolidated balance sheet. However, the determination of the final amount is dependent on the terms of leases in effect and the level of interest rates on January 1, 2019. The Company does not expect the new guidance will have a material impact on its consolidated statement of income.

Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”). In June 2016, FASB issued ASU 2016-13. The provisions of ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.

Management has formed an internal committee to evaluate implementation steps and assess the impact ASU 2016-13 will have on the Company’s consolidated financial statements. The committee has assigned roles and responsibilities, key tasks to complete, and has established a general timeline for implementation. The Company ~~has also~~ engaged an outside consultant to assist with the methodology review and data validation, as well as other key aspects of implementing the standard. The committee meets periodically to discuss the latest developments and ensure progress is being made. The team also keeps current on evolving interpretations and industry practices related to ASU 2016-13. The committee ~~continues~~is currently focusing on data and model validation and expects to ~~evaluate~~begin parallel processing with the existing allowance for loan losses model during the third quarter of 2019. Once the parallel processing is in place, the committee will focus on evaluating the analysis output and ~~validate data resources and different loss methodologies. The~~refining the model assumptions.The committee is still evaluating the impact ASU 2016-13 will have on the Company's consolidated financial statements. In addition, the committee is contemplating required changes to current accounting policies, developing procedures and related controls, and determining required reporting disclosures.

Accounting Standards Update 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In August 2018, FASB issued ASU 2018-13. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. As ASU 2018-13 only revises disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements.

1314

Note 2 -- Earnings Per Share

Basic net income per common share available to common stockholders is calculated as net income less preferred stock dividends divided by the weighted average number of common shares outstanding. Diluted net income per common share available to common stockholders is computed using the weighted average number of common shares outstanding, increased by the Company’s stock options, unless anti-dilutive.

The components of basic and diluted net income per common share available to common stockholders for the three and ~~nine~~six-month period ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 were as follows:


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Basic Net Income per Common Share
Available to Common Stockholders:
Net income	$	8,234,000	$	7,595,000	$	26,661,000	$	22,059,000	$	10,981,000	$	10,037,000	$	24,297,000	$	18,427,000
Weighted average common shares outstanding	15,290,539		12,528,674		13,982,339		12,498,913		16,683,194		13,956,674		16,674,646		13,317,395
Basic earnings per common share	$	0.54	$	0.61	$	1.91	$	1.76	$	0.66	$	0.72	$	1.46	$	1.38

Diluted Net Income per Common Share
Available to Common Stockholders:
Net income applicable to diluted earnings per share	8,234,000		7,595,000		$	26,661,000	$	22,059,000	$	10,981,000	$	10,037,000	$	24,297,000	$	18,427,000
Weighted average common shares outstanding	15,290,539		12,528,674		13,982,339		12,498,913		16,683,194		13,956,674		16,674,646		13,317,395
Dilutive potential common shares:
Assumed conversion of stock options	2,429		6,299		3,570		6,827		—		4,124		—		4,053
Restricted stock awarded	13,250		836		13,250		836		34,780		13,250		34,780		13,250
Dilutive potential common shares	15,679		7,135		16,820		7,663		34,780		17,374		34,780		17,303
Diluted weighted average common shares outstanding	15,306,218		12,535,809		13,999,159		12,506,576		16,717,974		13,974,048		16,709,426		13,334,698
Diluted earnings per common share	$	0.54	$	0.61	$	1.90	$	1.76	$	0.66	$	0.72	$	1.45	$	1.38

There were no shares not considered in computing diluted earnings per share for the three and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 because they were anti-dilutive.

1415

Note 3 -- Investment Securities

The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
September 30, 2018
June 30, 2019
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations & agencies	$	127,365	$	—	$	(4,696	)	$	122,669	$	192,035	$	1,585	$	(196	)	$	193,424
Obligations of states and political subdivisions	176,273		570		(3,497		)	173,346		181,353		4,946		(70		)	186,229
Mortgage-backed securities: GSE residential	310,122		132		(9,585		)	300,669		370,752		4,505		(611		)	374,646
Other securities	2,269		127		—			2,396		3,278		113		—			3,391
Total available-for-sale	$	616,029	$	829	$	(17,778	)	$	599,080	$	747,418	$	11,149	$	(877	)	$	757,690
Held-to-maturity:
U.S. Treasury securities and obligations of U.S. government corporations & agencies	$	69,409	$	—	$	(2,014	)	$	67,395	$	69,488	$	90	$	(137	)	$	69,441

December 31, 2017
December 31, 2018
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations & agencies	$	115,796	$	8	$	(2,034	)	$	113,770	$	201,380	$	504	$	(3,235	)	$	198,649
Obligations of states and political subdivisions	165,037		2,254		(1,025		)	166,266		193,195		1,224		(1,840		)	192,579
Mortgage-backed securities: GSE residential	295,778		493		(2,460		)	293,811		304,372		486		(6,186		)	298,672
Trust preferred securities	2,893		—		(345		)	2,548
Other securities	2,039		145		—			2,184		2,278		96		—			2,374
Total available-for-sale	$	581,543	$	2,900	$	(5,864	)	$	578,579	$	701,225	$	2,310	$	(11,261	)	$	692,274
Held-to-maturity:
U.S. Treasury securities and obligations of U.S. government corporations & agencies	$	69,332	$	103	$	(978	)	$	68,457	$	69,436	$	—	$	(1,527	)	$	67,909

~~Trust preferred securities represents one trust preferred pooled security issued by First Tennessee Financial (“FTN”). This security was sold during the second quarter of 2018.~~

Realized gains and losses resulting from sales of securities were as follows during the ~~three and~~ ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):


	Three months ended September 30,					Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2018		2017			2018			2017			2019			2018			2019			2018
Gross gains	$	—	$	394		$	941		$	746		$	230		$	921		$	314		$	941
Gross losses	—		(140		)	(40		)	(157		)	(12		)	(40		)	(42		)	(40		)

1516

The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at ~~September~~June 30, ~~2018~~2019 and the weighted average yield for each range of maturities (dollars in thousands):


	One year or less			After 1 through 5 years			After 5 through 10 years			After ten years			Total			One year or less			After 1 through 5 years			After 5 through 10 years			After ten years			Total
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	85,272		$	37,397		$	—		$	—		$	122,669		$	154,270		$	39,154		$	—		$	—		$	193,424
Obligations of state and political subdivisions	16,847			78,561			76,890			1,048			173,346			26,788			79,451			79,012			978			186,229
Mortgage-backed securities: GSE residential	4			120,920			179,745			—			300,669			1,936			283,263			89,447			—			374,646
Other securities	—			2,015			—			381			2,396			2,007			1,000			—			384			3,391
Total available-for-sale investments	$	102,123		$	238,893		$	256,635		$	1,429		$	599,080		$	185,001		$	402,868		$	168,459		$	1,362		$	757,690
Weighted average yield	2.34		%	2.76		%	2.95		%	3.12		%	2.77		%	2.65		%	2.82		%	2.91		%	3.07		%	2.80		%
Full tax-equivalent yield	2.51		%	3.12		%	3.31		%	4.16		%	3.10		%	2.80		%	3.04		%	3.45		%	4.07		%	3.07		%
Held to Maturity:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	39,994		$	29,415		$	—		$	—		$	69,409		$	54,521		$	14,967		$	—		$	—		$	69,488
Weighted average yield	1.76		%	2.08		%	—		%	—		%	1.90		%	1.80		%	2.24		%	—		%	—		%	1.90		%
Full tax-equivalent yield	1.76		%	2.08		%	—		%	—		%	1.90		%	1.80		%	2.24		%	—		%	—		%	1.90		%

The weighted average yields are calculated on the basis of the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 21% tax rate. With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, the book value of which exceeded 10% of stockholders' equity at ~~September~~June 30, ~~2018~~.2019.

Investment securities carried at approximately $~~575~~652 million and $~~479~~628 million at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.

1617

The following table presents the aging of gross unrealized losses and fair value by investment category as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	Less than 12 months					12 months or more					Total					Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
September 30, 2018
June 30, 2019
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	67,162	$	(1,957	)	$	55,507	$	(2,739	)	$	122,669	$	(4,696	)	$	2,492	$	(7	)	$	34,340	$	(189	)	$	36,832	$	(196	)
Obligations of states and political subdivisions	101,192		(2,338		)	18,856		(1,159		)	120,048		(3,497		)	—		—			13,143		(70		)	13,143		(70		)
Mortgage-backed securities: GSE residential	234,958		(8,724		)	45,257		(861		)	280,215		(9,585		)	1,039		(2		)	58,297		(609		)	59,336		(611		)
Total	$	403,312	$	(13,019	)	$	119,620	$	(4,759	)	$	522,932	$	(17,778	)	$	3,531	$	(9	)	$	105,780	$	(868	)	$	109,311	$	(877	)
Held-to-maturity:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	24,510	$	(340	)	$	42,885	$	(1,674	)	$	67,395	$	(2,014	)	$	—	$	—		$	39,428	$	(137	)	$	39,428	$	(137	)
December 31, 2017
December 31, 2018
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	58,584	$	(540	)	$	47,972	$	(1,494	)	$	106,556	$	(2,034	)	$	16,095	$	(148	)	$	105,549	$	(3,087	)	$	121,644	$	(3,235	)
Obligations of states and political subdivisions	42,618		(769		)	9,267		(256		)	51,885		(1,025		)	38,782		(450		)	42,741		(1,390		)	81,523		(1,840		)
Mortgage-backed securities: GSE residential	187,949		(1,942		)	22,609		(518		)	210,558		(2,460		)	81,435		(1,150		)	171,321		(5,036		)	252,756		(6,186		)
Trust preferred securities	—		—			2,548		(345		)	2,548		(345		)
Total	$	289,151	$	(3,251	)	$	82,396	$	(2,613	)	$	371,547	$	(5,864	)	$	136,312	$	(1,748	)	$	319,611	$	(9,513	)	$	455,923	$	(11,261	)
Held-to-maturity:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	34,101	$	(525	)	$	14,540	$	(453	)	$	48,641	$	(978	)	$	19,683	$	(147	)	$	48,226	$	(1,380	)	$	67,909	$	(1,527	)

U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At ~~September~~June 30, ~~2018~~2019 there were ~~fourteen~~eight available-for sale U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of ~~$55,507,000~~$34,340,000 and unrealized losses of ~~$2,739,000~~$189,000 in a continuous unrealized loss position for twelve months or more. At December 31, ~~2017 ,~~2018, there were ~~eleven~~twenty-three available-for sale U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of ~~$47,972,000~~$105,549,000 and unrealized losses of ~~$1,494,000~~$3,087,000 in a continuous unrealized loss position for twelve months or more. At ~~September~~June 30, 2018 there were eight held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $42,885,000 and unrealized losses of $1,674,000 in a continuous unrealized loss position for twelve months or more. At December 31, 20172019, there were seven held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of ~~$14,540,000~~$39,428,000 and unrealized losses of ~~$453,000~~$137,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2018, there were nine held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $48,226,000 and unrealized losses of $1,380,000 in a continuous unrealized loss position for twelve months or more.

Obligations of states and political subdivisions. At ~~September~~June 30, ~~2018~~2019, there were ~~forty-one~~twenty-five obligations of states and political subdivisions with a fair value of ~~$18,856,000~~$13,143,000 and unrealized losses of ~~$1,159,000~~$70,000 in a continuous loss position for twelve months or more. At December 31, ~~2017,~~2018, there were ~~thirty-nine~~eighty-four obligations of states and political subdivisions with a fair value of ~~$9,267,000~~$42,741,000 and unrealized losses of ~~$256,000~~$1,390,000 in a continuous unrealized loss position for twelve months or more.

Mortgage-backed Securities: GSE Residential. At ~~September~~June 30, ~~2018~~2019, there were ~~thirty-two~~twenty-nine mortgage-backed securities with a fair value of ~~$45,257,000~~$58,297,000 and unrealized losses of ~~$861,000~~$609,000 in a continuous unrealized loss position for twelve months or more. At December 31, ~~2017~~2018, there were ~~twenty-six~~sixty-nine mortgage-backed securities with a fair value of ~~$22,609,000~~$171,321,000 and unrealized losses of ~~$518,000~~$5,036,000 in a continuous unrealized loss position for twelve months or more.

~~Trust Preferred Securities.~~ At ~~December 31, 2017, there was~~ ~~one~~ ~~trust preferred security with a fair value of~~ ~~$2,548,000~~ ~~and unrealized loss of~~ ~~$345,000~~ in a continuous unrealized loss position for twelve months or more. The unrealized loss was primarily due to the long-term nature of the trust preferred security, a lack of demand or inactive market for the security, the impending change to the regulatory treatment of these securities, and concerns regarding the underlying financial institutions that have issued the trust preferred securities. The company sold this security during the second quarter of 2018.

~~Other securities.~~ ~~At September 30, 2018 and December 31, 2017, there were no other securities in a continuous unrealized loss position for twelve months or more.~~

The Company does not believe any other individual unrealized loss as of ~~September~~June 30, ~~2018~~2019 represents ~~OTTI.~~other than temporary impairment ("OTTI"). However, given the continued disruption in the financial markets, the Company may be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in the period the other-than-temporary impairment is identified.

Other-than-temporary Impairment. Upon acquisition of a security, the Company determines whether it is within the scope of the accounting guidance for investments in debt and equity securities or whether it must be evaluated for impairment under the accounting guidance for beneficial interests in securitized financial assets.

If the Company ~~determines~~determined that a given pooled trust preferred security position ~~will~~would be subject to a write-down or loss, the Company ~~records~~would record the expected credit loss as a charge to earnings.

Credit Losses Recognized on Investments. The following table provides information about the trust preferred security for which only a credit loss was recognized in income and other losses were recorded in other comprehensive income (loss) for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands).


	Accumulated Credit Losses					Accumulated Credit Losses
	September 30, 2018			September 30, 2017		June 30, 2019		June 30, 2018
Credit losses on trust preferred securities held
Beginning of period	$	1,111		$	1,111	$	—	$	1,111
Additions related to OTTI losses not previously recognized	—			—		—		—
Reductions due to sales / (recoveries)	(1,111		)	—		—		—
Reductions due to change in intent or likelihood of sale	—			—		—		(1,111		)
Additions related to increases in previously recognized OTTI losses	—			—		—		—
Reductions due to increases in expected cash flows	—			—		—		—
End of period	$	—		$	1,111	$	—	$	—

On May 29, 2018 the Company sold its trust preferred security. This sale resulted in recovery of all of the book value of the security. The net proceeds exceeded the aggregate book value of these securities by approximately $846,000 and this amount was recorded as a security gain during the second quarter of 2018.

1819

Note 4 – Loans and Allowance for Loan Losses

Loans are stated at the principal amount outstanding net of unearned discounts, unearned income and allowance for loan losses. Unearned income includes deferred loan origination fees reduced by loan origination costs and is amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding. A summary of loans at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 follows (in thousands):


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
Construction and land development	$	91,768	$	107,721	$	57,410	$	51,013
Agricultural real estate	191,812		127,232		230,421		232,409
1-4 Family residential properties	368,759		294,483		355,922		374,751
Multifamily residential properties	100,881		61,966		169,370		186,393
Commercial real estate	818,093		684,639		892,269		911,656
Loans secured by real estate	1,571,313		1,276,041		1,705,392		1,756,222
Agricultural loans	120,812		86,602		118,150		136,125
Commercial and industrial loans	541,099		445,378		530,749		559,120
Consumer loans	57,788		30,070		85,630		92,744
All other loans	117,031		108,023		114,792		113,925
Total Gross loans	2,408,043		1,946,114		2,554,713		2,658,136
Less: Loans held for sale	940		1,025		1,717		1,508
	2,407,103		1,945,089		2,552,996		2,656,628
Less:
Net deferred loan fees, premiums and discounts	7,883		6,613		8,170		13,617
Allowance for loan losses	23,839		19,977		26,359		26,189
Net loans	$	2,375,381	$	1,918,499	$	2,518,467	$	2,616,822

Net loans ~~increased $456.9~~decreased $98.4 million as of ~~September~~June 30, ~~2018~~2019 compared to December 31, ~~2017. Of this increase, approximately $364.9 million is a result~~2018. The primary reason for the decrease was due to seasonal paydowns in agriculture operating loans and declines in 1-4 Family residential properties, Multifamily residential properties, and commercial and industrial loans due to higher payoffs of ~~the acquisition of First Bank & Trust.~~acquired loans. Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at the lower of aggregate cost or ~~market~~fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties.

Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois and Missouri. At ~~September~~June 30, ~~2018~~,2019, the Company’s loan portfolio included $~~312.6~~348.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $~~236.8~~264.1 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture ~~increased$98.8~~decreased $19.9 million from ~~$213.8~~$368.5 million at December 31, ~~2017~~2018 due to ~~$81.8 million acquired from First Bank & Trust and~~ seasonal paydowns based upon timing of cash flow requirements. Loans concentrated in other grain farming ~~increased~~decreased ~~$66.0~~$12.0 million from $~~170.8~~276.1 million at December 31, ~~2017~~2018. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.

In addition, the Company has $~~129.5~~127.1 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has ~~$235.2~~$235.0 million of loans to lessors of non-residential buildings, ~~$230.2~~$288.4 million of loans to lessors of residential buildings and dwellings, and ~~$96.3~~$90.1 million of loans to other gambling industries.

1920

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and the vast majority of borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. The vast majority of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company’s lending can be summarized into the following primary areas:

Commercial Real Estate Loans. Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings. Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined. Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x. Amortization periods for commercial real estate loans are generally limited to twenty years. The Company’s commercial real estate portfolio is well below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.

Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate. These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business. Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process. The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship. Measures employed by the Company for businesses with higher risk profiles include the use of government-assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.

Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 65% and have amortization periods limited to twenty five years. Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.

Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit. The Company sells the vast majority of its long-term fixed rate residential real estate loans to secondary market investors. The Company also releases the servicing of these loans upon sale. The Company retains all residential real estate loans with balloon payment features. Balloon periods are limited to five years. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores. Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty five years or less. The Company does not originate subprime mortgage loans.

2021

Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses. Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage. Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.

Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases. Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.

Purchase Credit-Impaired Loans. Loans acquired with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchase credit-impaired ("PCI") loans are accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and are initially measured at fair value, which includes the estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. The cash flows expected to be collected were estimated using current key assumptions, such as default rates, value of underlying collateral, severity and prepayment speeds.

Allowance for Loan Losses

The allowance for loan losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and troubled debt restructurings, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for loan losses by separately evaluating large impaired loans and nonimpaired loans.

The Company has loans acquired from business combinations with uncollected principal balances. These loans are carried net of a fair value adjustment for credit risk and interest rates and are only included in the allowance calculation to the extent that the reserve requirement exceeds the fair value adjustment. However, as the acquired loans renew, it is necessary to establish an allowance which represents an amount that, in management’s opinion, will be adequate to absorb probable credit losses inherent in such loans.

Impaired loans

The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. This evaluation considers expected future cash flows, the value of collateral and also other factors that may impact the borrower’s ability to make payments when due. For loans greater than $250,000, impairment is individually measured each quarter using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or (3) the fair value of the collateral less costs to sell for collateral dependent loans and loans for which foreclosure is deemed to be probable. A specific allowance is assigned when expected cash flows or collateral do not justify the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.

2122

Non-Impaired loans

Non-impaired loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as troubled debt restructurings. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful. Determining the appropriate level of the allowance for loan losses for all non-impaired loans is based on a migration analysis of net losses over a rolling twelve quarter period by loan segment. A weighted average of the net losses is determined by assigning more weight to the most recent quarters in order to recognize current risk factors influencing the various segments of the loan portfolio more prominently than past periods. Environmental factors including changes in economic conditions, changes in credit policies or underwriting standards, and changes in the level of credit risk associated with specific industries and markets are evaluated each quarter to determine if adjustments to the weighted average historical net losses is appropriate given these current influences on the risk profile of each loan segment. Because the economic and business climate in any given industry or market, and its impact on any given borrower, can change rapidly, the risk profile of the loan portfolio is periodically assessed and adjusted when appropriate. Consumer loans are evaluated for adverse classification based primarily on the Uniform Retail Credit Classification and Account Management Policy established by the federal banking regulators. Classification standards are generally based on delinquency status, collateral coverage, bankruptcy and the presence of fraud.

Due to weakened economic conditions during ~~prior~~historical years, the Company established qualitative factor adjustments for each of the loan segments at levels above the historical net loss averages. Some of the economic factors included the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices and increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the allowance for loan losses.

The Company has not materially changed any aspect of its overall approach in the determination of the allowance for loan losses. However, on an on-going basis the Company continues to refine the methods used in determining management’s best estimate of the allowance for loan losses.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three and ~~nine-months~~six-months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and for the year ended December 31, ~~2017~~2018 (in thousands):

Commercial/ Commercial Real Estate Agricultural/ Agricultural Real Estate Residential Real Estate Consumer Unallocated Total
Three months ended September 30, 2018
Allowance for loan losses:

Balance, beginning of period $ 18,663
$ 1,900
$ 554
$ 928
$ —
$ 22,045
Provision charged to expense 1,197
247
942
165
—
2,551
Losses charged off (439 ) (93 ) (181 ) (133 ) —
(846 )
Recoveries 5
—
2
82
—
89
Balance, end of period $ 19,426
$ 2,054
$ 1,317
$ 1,042
$ —
$ 23,839
Ending balance:

Individually evaluated for impairment $ 858
$ —
$ 249
$ 1
$ —
$ 1,108
Collectively evaluated for impairment $ 18,157
$ 2,054
$ 1,068
$ 1,041
$ —
$ 22,320
Acquired with deteriorated credit quality $ 411
$ —
$ —
$ —
$ —
$ 411


	Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated		Total			Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate		Residential Real Estate			Consumer			Unallocated		Total
Three months ended September 30, 2017
Three months ended June 30, 2019																		Three months ended June 30, 2019
Allowance for loan losses:
Balance, beginning of period	$	14,747		$	1,743		$	969		$	716		$	34	$	18,209		$	21,947		$	2,412	$	1,341		$	1,004		$	—	26,704
Provision charged to expense	1,440			(57		)	(2		)	72			36		1,489			(1,042		)	545		370			218			—		91
Losses charged off	(1,242		)	—			(7		)	(160		)	—		(1,409		)	(258		)	—		(67		)	(217		)	—		(542		)
Recoveries	158			1			78			63			—		300			16			—		5			85			—		106
Balance, end of period	$	15,103		$	1,687		$	1,038		$	691		$	70	$	18,589		$	20,663		$	2,957	$	1,649		$	1,090		$	—	$	26,359
Ending balance:
Individually evaluated for impairment	$	168		$	—		$	125		$	2		$	—	$	295		$	981		$	—	$	504		$	2		$	—	1,487
Collectively evaluated for impairment	$	14,935		$	1,687		$	913		$	689		$	70	$	18,294		$	18,899		$	2,957	$	1,138		$	1,088		$	—	$	24,082
Acquired with deteriorated credit quality	$	—		$	—		$	—		$	—		$	—	$	—		$	783		$	—	$	7		$	—		$	—	$	790
	Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated		Total
Nine months ended September 30, 2018
Allowance for loan losses:
Balance, beginning of year	$	16,546		$	1,742		$	886		$	803		$	—	$	19,977
Provision charged to expense	3,467			405			1,211			400			—		5,483
Losses charged off	(715		)	(93		)	(836		)	(397		)	—		(2,041		)
Recoveries	128			—			56			236			—		420
Balance, end of period	$	19,426		$	2,054		$	1,317		$	1,042		$	—	$	23,839
Ending balance:
Individually evaluated for impairment	$	858		$	—		$	249		$	1		$	—	$	1,108
Collectively evaluated for impairment	$	18,157		$	2,054		$	1,068		$	1,041		$	—	$	22,320
Acquired with deteriorated credit quality	$	411		$	—		$	—		$	—		$	—	$	411
Loans:
Individually evaluated for impairment	$	14,924		$	42		$	2,708		$	159		$	—	$	17,833
Collectively evaluated for impairment	1,605,717			312,145			381,012			69,048			$	—	2,367,922
Acquired with deteriorated credit quality	11,435			4			2,961			5			$	—	14,405
Ending balance	$	1,632,076		$	312,191		$	386,681		$	69,212		$	—	$	2,400,160


	Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated			Total			Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated		Total
Nine months ended September 30, 2017
Three months ended June 30, 2018																			Three months ended June 30, 2018
Allowance for loan losses:
Balance, beginning of period																			$	17,368		$	1,581		$	961		$	861		$	—	$	20,771
Provision charged to expense																			1,334			319			92			132			—		1,877
Losses charged off																			(536		)	—			(55		)	(128		)	—		(719		)
Recoveries																			—			—			53			63			—		116
Balance, end of period																			$	18,166		$	1,900		$	1,051		$	928		$	—	$	22,045
Ending balance:
Individually evaluated for impairment																			$	493		$	30		$	19		$	—		$	—	$	542
Collectively evaluated for impairment																			17,673			1,870			1,032			928			—		21,503
Acquired with deteriorated credit quality																			—			—			—			—			—		—
																			Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated		Total
Six months ended June 30, 2019																			Six months ended June 30, 2019
Allowance for loan losses:
Balance, beginning of year	$	12,901		$	2,249		$	874		$	693		$	36		$	16,753		$	21,556		$	2,197		$	1,504		$	932		$	—	$	26,189
Provision charged to expense	4,573			98			167			179			34			5,051			(458		)	781			254			461			—		1,038
Losses charged off	(2,725		)	(662		)	(106		)	(397		)	—			(3,890		)	(473		)	(30		)	(119		)	(488		)	—		(1,110		)
Recoveries	354			2			103			216			—			675			38			9			10			185			—		242
Balance, end of period	$	15,103		$	1,687		$	1,038		$	691		$	70		$	18,589		$	20,663		$	2,957		$	1,649		$	1,090		$	—	$	26,359
Ending balance:
Individually evaluated for impairment	$	168		$	—		$	125		$	2		$	—		$	295		$	981		$	—		$	504		$	2		$	—	$	1,487
Collectively evaluated for impairment	$	14,935		$	1,687		$	913		$	689		$	70		$	18,294		18,899			2,957			1,138			1,088			—		24,082
Acquired with deteriorated credit quality	$	—		$	—		$	—		$	—		$	—		$	—		783			—			7			—			—		790
Loans:
Individually evaluated for impairment	$	7,635		$	513		$	1,418		$	210		$	—		$	9,776		$	11,253		$	103		$	3,186		$	166		$	—	$	14,708
Collectively evaluated for impairment	1,287,821			206,669			324,920			32,892			—			1,852,302			1,717,655			347,611			365,253			92,326			—		2,522,845
Acquired with deteriorated credit quality	5,484			—			—			—			—			5,484			7,186			—			1,804			—			—		8,990
Ending balance	$	1,300,940		$	207,182		$	326,338		$	33,102		$	—		$	1,867,562		$	1,736,094		$	347,714		$	370,243		$	92,492		$	—	$	2,546,543
Year ended December 31, 2017
Allowance for loan losses:
Balance, beginning of year	$	12,901		$	2,249		$	874		$	693		$	36		$	16,753
Provision charged to expense	6,884			153			100			361			(36		)	7,462
Losses charged off	(3,795		)	(662		)	(217		)	(521		)	—			(5,195		)
Recoveries	556			2			129			270			—			957
Balance, end of year	$	16,546		$	1,742		$	886		$	803		$	—		$	19,977
Ending balance:
Individually evaluated for impairment	$	586		$	2		$	25		$	1		$	—		$	614
Collectively evaluated for impairment	$	15,951		$	1,740		$	861		$	802		$	—		$	19,354
Acquired with deteriorated credit quality	$	9		$	—		$	—		$	—		$	—		$	9
Loans:
Individually evaluated for impairment	$	11,372		$	488		$	1,026		$	200		$	—		$	13,086
Collectively evaluated for impairment	1,360,156			213,033			314,097			38,870			—			1,926,156
Acquired with deteriorated credit quality	259			—			—			—			—			259
Ending balance	$	1,371,787		$	213,521		$	315,123		$	39,070		$	—		$	1,939,501



	Commercial/ Commercial Real Estate			Agricultural/ Agricultural Real Estate			Residential Real Estate			Consumer			Unallocated		Total
Six months ended June 30, 2018
Allowance for loan losses:
Balance, beginning of year	$	16,546		$	1,742		$	886		$	803		$	—	$	19,977
Provision charged to expense	2,270			158			269			235			—		2,932
Losses charged off	(773		)	—			(158		)	(264		)	—		(1,195		)
Recoveries	123			—			54			154			—		331
Balance, end of period	$	18,166		$	1,900		$	1,051		$	928		$	—	$	22,045
Ending balance:
Individually evaluated for impairment	$	493		$	30		$	19		$	—		$	—	$	542
Collectively evaluated for impairment	17,673			1,870			1,032			928			—		21,503
Acquired with deteriorated credit quality	—			—			—			—			—		—
Loans:
Individually evaluated for impairment	$	12,163		$	150		$	2,743		$	153		$	—	$	15,209
Collectively evaluated for impairment	1,593,116			294,768			383,791			73,773			—		2,345,448
Acquired with deteriorated credit quality	12,300			238			3,482			6			—		16,026
Ending balance	$	1,617,579		$	295,156		$	390,016		$	73,932		$	—	$	2,376,683
Year ended December 31, 2018
Allowance for loan losses:
Balance, beginning of year	$	16,546		$	1,742		$	886		$	803		$	—	$	19,977
Provision charged to expense	6,070			548			1,447			602			—		8,667
Losses charged off	(1,227		)	(93		)	(886		)	(787		)	—		(2,993		)
Recoveries	167			—			57			314			—		538
Balance, end of year	$	21,556		$	2,197		$	1,504		$	932		$	—	$	26,189
Ending balance:
Individually evaluated for impairment	$	1,816		$	—		$	225		$	3		$	—	$	2,044
Collectively evaluated for impairment	18,514			2,197			1,270			929			—		22,910
Acquired with deteriorated credit quality	1,226			—			9			—			—		1,235
Loans:
Individually evaluated for impairment	$	14,422		$	32		$	2,360		$	166		$	—	$	16,980
Collectively evaluated for impairment	1,756,908			367,175			387,961			99,872			—		2,611,916
Acquired with deteriorated credit quality	13,411			4			2,205			3			—		15,623
Ending balance	$	1,784,741		$	367,211		$	392,526		$	100,041		$	—	$	2,644,519

2425

Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current sound-worthiness and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.

2526

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	Construction & Land Development				Agricultural Real Estate				1-4 Family Residential Properties				Multifamily Residential Properties				Construction & Land Development				Agricultural Real Estate				1-4 Family Residential Properties				Multifamily Residential Properties
	2018		2017		2018		2017		2018		2017		2018		2017		2019		2018		2019		2018		2019		2018		2019		2018
Pass	$	90,552	$	107,140	$	180,273	$	120,767	$	345,527	$	282,441	$	90,751	$	60,954	$	56,274	$	49,794	$	217,643	$	221,047	$	334,059	$	352,583	$	150,014	$	163,845
Special Mention	439		454		9,500		4,829		7,142		2,654		4,900		476		459		471		10,481		7,805		5,518		5,526		7,792		8,144
Substandard	364		—		1,951		1,587		14,674		8,572		4,717		368		336		354		1,800		2,848		15,566		15,409		9,903		12,062
Doubtful	—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	91,355	$	107,594	$	191,724	$	127,183	$	367,343	$	293,667	$	100,368	$	61,798	$	57,069	$	50,619	$	229,924	$	231,700	$	355,143	$	373,518	$	167,709	$	184,051


	Commercial Real Estate (Nonfarm/Nonresidential)				Agricultural Loans				Commercial & Industrial Loans				Consumer Loans				Commercial Real Estate (Nonfarm/Nonresidential)				Agricultural Loans				Commercial & Industrial Loans				Consumer Loans
	2018		2017		2018		2017		2018		2017		2018		2017		2019		2018		2019		2018		2019		2018		2019		2018
Pass	$	772,696	$	647,208	$	111,903	$	83,469	$	524,649	$	425,846	$	55,865	$	29,375	$	849,840	$	861,086	$	108,270	$	127,863	$	514,790	$	535,186	$	83,485	$	90,133
Special Mention	16,716		16,941		8,048		2,304		5,841		11,492		200		5		12,665		16,035		4,964		7,581		6,055		9,967		145		177
Substandard	25,162		17,608		819		858		9,897		6,925		1,183		369		26,206		29,729		4,982		433		9,560		11,858		1,277		1,206
Doubtful	—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	814,574	$	681,757	$	120,770	$	86,631	$	540,387	$	444,263	$	57,248	$	29,749	$	888,711	$	906,850	$	118,216	$	135,877	$	530,405	$	557,011	$	84,907	$	91,516


	All Other Loans				Total Loans				All Other Loans				Total Loans
	2018		2017		2018		2017		2019		2018		2019		2018
Pass	$	113,630	$	103,339	$	2,285,846	$	1,860,539	$	111,827	$	110,352	$	2,426,202	$	2,511,889
Special Mention	2,746		3,520		55,532		42,675		2,632		3,010		50,711		58,716
Substandard	15		—		58,782		36,287		—		15		69,630		73,914
Doubtful	—		—		—		—		—		—		—		—
Total	$	116,391	$	106,859	$	2,400,160	$	1,939,501	$	114,459	$	113,377	$	2,546,543	$	2,644,519

2627

The following table presents the Company’s loan portfolio aging analysis at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days & Accruing		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days & Accruing
September 30, 2018
June 30, 2019
Construction and land development	$	773	$	—	$	61	$	834	$	90,521	$	91,355	$	—	$	482	$	—	$	—	$	482	$	56,587	$	57,069	$	—
Agricultural real estate	42		—		1,066		1,108		190,616		191,724		—		—		205		47		252		229,672		229,924		—
1-4 Family residential properties	5,777		2,313		2,002		10,092		357,251		367,343		—		4,916		1,860		4,459		11,235		343,908		355,143		—
Multifamily residential properties	—		305		229		534		99,834		100,368		—		3,604		—		1,748		5,352		162,357		167,709		—
Commercial real estate	3,535		1,285		3,010		7,830		806,744		814,574		—		2,021		361		4,245		6,627		882,084		888,711		—
Loans secured by real estate	10,127		3,903		6,368		20,398		1,544,966		1,565,364		—		11,023		2,426		10,499		23,948		1,674,608		1,698,556		—
Agricultural loans	170		—		522		692		120,078		120,770		—		903		—		70		973		117,243		118,216		—
Commercial and industrial loans	809		467		3,989		5,265		535,122		540,387		—		522		307		3,446		4,275		526,130		530,405		—
Consumer loans	989		447		304		1,740		55,508		57,248		—		584		218		276		1,078		83,829		84,907		—
All other loans	—		—		—		—		116,391		116,391		—		—		—		—		—		114,459		114,459		—
Total loans	$	12,095	$	4,817	$	11,183	$	28,095	$	2,372,065	$	2,400,160	$	—	$	13,032	$	2,951	$	14,291	$	30,274	$	2,516,269	$	2,546,543	$	—
December 31, 2017
December 31, 2018
Construction and land development	$	26	$	48	$	—	$	74	$	107,520	$	107,594	$	—	$	460	$	43	$	—	$	503	$	50,116	$	50,619	$	—
Agricultural real estate	—		—		396		396		126,787		127,183		—		—		804		—		804		230,896		231,700		—
1-4 Family residential properties	3,023		538		1,767		5,328		288,339		293,667		—		3,347		3,051		4,080		10,478		363,040		373,518		—
Multifamily residential properties	—		—		—		—		61,798		61,798		—		1,149		—		1,955		3,104		180,947		184,051		—
Commercial real estate	90		38		3,566		3,694		678,063		681,757		—		1,349		89		4,058		5,496		901,354		906,850		—
Loans secured by real estate	3,139		624		5,729		9,492		1,262,507		1,271,999		—		6,305		3,987		10,093		20,385		1,726,353		1,746,738		—
Agricultural loans	—		32		158		190		86,441		86,631		—		63		—		20		83		135,794		135,877		—
Commercial and industrial loans	192		3		770		965		443,298		444,263		—		1,417		10		3,902		5,329		551,682		557,011		—
Consumer loans	178		67		27		272		29,477		29,749		—		888		356		299		1,543		89,973		91,516		—
All other loans	—		—		—		—		106,859		106,859		—		697		—		—		697		112,680		113,377		—
Total loans	$	3,509	$	726	$	6,684	$	10,919	$	1,928,582	$	1,939,501	$	—	$	9,370	$	4,353	$	14,314	$	28,037	$	2,616,482	$	2,644,519	$	—

Impaired Loans

Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual ~~status~~status.

2728

The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

The following tables present impaired loans as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018						December 31, 2017						June 30, 2019						December 31, 2018
	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Recorded Balance		Unpaid Principal Balance		Specific Allowance		Recorded Balance		Unpaid Principal Balance		Specific Allowance		Recorded Balance		Unpaid Principal Balance		Specific Allowance
Loans with a specific allowance:
Construction and land development	$	292	$	292	$	21	$	—	$	—	$	—	$	270	$	270	$	—	$	2,559	$	2,559	$	14
Agricultural real estate	—		—		—		276		276		—		—		—		—		—		—		—
1-4 Family residential properties	5,670		6,057		249		1,026		1,347		25		4,990		5,061		511		4,565		4,952		234
Multifamily residential properties	4,488		4,488		—		313		313		—		2,567		2,567		—		4,465		4,465		—
Commercial real estate	13,032		13,053		783		5,544		5,565		531		9,687		10,070		1,180		12,517		12,804		1,553
Loans secured by real estate	23,482		23,890		1,053		7,159		7,501		556		17,514		17,968		1,691		24,106		24,780		1,801
Agricultural loans	46		609		—		212		1,009		2		104		688		—		36		504		—
Commercial and industrial loans	8,546		9,228		465		5,774		6,037		64		5,914		6,236		584		8,292		8,723		1,475
Consumer loans	164		164		1		200		200		1		166		166		2		169		171		3
Total loans	$	32,238	$	33,891	$	1,519	$	13,345	$	14,747	$	623	$	23,698	$	25,058	$	2,277	$	32,603	$	34,178	$	3,279
Loans without a specific allowance:
Construction and land development	$	67	$	67	$	—	$	—	$	—	$	—	$	46	$	46	$	—	$	48	$	48	$	—
Agricultural real estate	171		171		—		15		15		—		291		291		—		309		309		—
1-4 Family residential properties	3,343		4,465		—		2,239		2,664		—		3,893		4,108		—		3,680		4,769		—
Multifamily residential properties	229		229		—		55		55		—		130		130		—		7,597		7,597		—
Commercial real estate	975		1,046		—		303		368		—		1,538		1,394		—		983		1,201		—
Loans secured by real estate	4,785		5,978		—		2,612		3,102		—		5,898		5,969		—		12,617		13,924		—
Agricultural loans	717		154		—		545		—		—		734		150		—		631		163		—
Commercial and industrial loans	923		958		—		909		1,249		—		741		2,310		—		1,660		2,027		—
Consumer loans	447		959		—		102		119		—		534		731		—		471		1,006		—
All other loans	6		6		—		—		—		—		—		—		—		6		6		—
Total loans	$	6,878	$	8,055	$	—	$	4,168	$	4,470	$	—	$	7,907	$	9,160	$	—	$	15,385	$	17,126	$	—
Total loans:
Construction and land development	$	359	$	359	$	21	$	—	$	—	$	—	$	316	$	316	$	—	$	2,607	$	2,607	$	14
Agricultural real estate	171		171		—		291		291		—		291		291		—		309		309		—
1-4 Family residential properties	9,013		10,522		249		3,265		4,011		25		8,883		9,169		511		8,245		9,721		234
Multifamily residential properties	4,717		4,717		—		368		368		—		2,697		2,697		—		12,062		12,062		—
Commercial real estate	14,007		14,099		783		5,847		5,933		531		11,225		11,464		1,180		13,500		14,005		1,553
Loans secured by real estate	28,267		29,868		1,053		9,771		10,603		556		23,412		23,937		1,691		36,723		38,704		1,801
Agricultural loans	763		763		—		757		1,009		2		838		838		—		667		667		—
Commercial and industrial loans	9,469		10,186		465		6,683		7,286		64		6,655		8,546		584		9,952		10,750		1,475
Consumer loans	611		1,123		1		302		319		1		700		897		2		640		1,177		3
All other loans	6		6		—		—		—		—		—		—		—		6		6		—
Total loans	$	39,116	$	41,946	$	1,519	$	17,513	$	19,217	$	623	$	31,605	$	34,218	$	2,277	$	47,988	$	51,304	$	3,279

2829

The following tables present average recorded investment and interest income recognized on impaired loans for the three and ~~nine~~six-month periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):



	For the three months ended								For the three months ended
	September 30, 2018				September 30, 2017				June 30, 2019				June 30, 2018
	Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
Construction and land development	$	395	$	22	$	267	$	—	$	629	$	8	$	44	$	—
Agricultural real estate	620		—		291		—		956		—		235		—
1-4 Family residential properties	7,574		137		3,047		5		9,543		26		6,719		22
Multifamily residential properties	3,164		126		8,017		80		4,522		32		301		—
Commercial real estate	11,932		188		5,762		6		14,414		82		8,675		3
Loans secured by real estate	23,685		473		17,384		91		30,064		148		15,974		25
Agricultural loans	752		—		834		—		823		1		1,109		—
Commercial and industrial loans	8,909		5		2,075		2		9,929		1		7,672		—
Consumer loans	234		—		296		—		742		—		329		—
All other loans	8		—		—		—		—		—		21		—
Total loans	$	33,588	$	478	$	20,589	$	93	$	41,558	$	150	$	25,105	$	25


	For the nine months ended								For the six months ended
	September 30, 2018				September 30, 2017				June 30, 2019				June 30, 2018
	Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
Construction and land development	$	167	$	29	$	98	$	—	$	632	$	16	$	44	$	—
Agricultural real estate	182		—		293		—		957		—		235		—
1-4 Family residential properties	5,672		188		3,003		16		9,973		51		6,777		28
Multifamily residential properties	1,414		169		10,839		229		4,804		61		302		—
Commercial real estate	8,595		256		4,638		14		14,844		160		8,680		6
Loans secured by real estate	16,030		642		18,871		259		31,210		288		16,038		34
Agricultural loans	642		—		900		—		773		1		1,061		—
Commercial and industrial loans	8,109		7		2,216		6		10,059		2		7,892		2
Consumer loans	—		—		307		—		781		—		349		—
All other loans	—		—		—		—		—		—		21		—
Total loans	$	24,781	$	649	$	22,294	$	265	$	42,823	$	291	$	25,361	$	36

The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remained on accrual status. The balance of loans modified in troubled debt restructurings included in the impaired loans at ~~September~~June 30, ~~2018~~2019 stated above that were still accruing was ~~$1,908,000~~$1,595,000 of 1-4 Family residential properties, ~~$679,000~~$1,050,000 of commercial real estate, $70,000 of commercial and ~~$4,000~~industrial, $59,000 of agricultural loans, and $5,000 of consumer. The balance of loans modified in a troubled debt restructurings at ~~September~~June 30, ~~2017~~2018 included in the impaired loans stated above that were still accruing was ~~$410,000~~$2,396,000 of 1-4 family residential properties ~~$5,217,000 of multifamily residential properties, $347,000 commercial real estate, $29,000 commercial~~ and ~~industrial loans, and $1,000 of~~$683,000 consumer loans. For the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, the amount of interest income recognized using a cash-basis method of accounting during the period that the loans were impaired was not material.

2930

Non Accrual Loans

The following table presents the Company’s recorded balance of nonaccrual loans as ~~September~~of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands). This table excludes ~~purchased impaired loans and~~ performing troubled debt ~~restructurings.~~restructurings and purchased impaired loans.


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
Construction and land development	$	67	$	—	$	46	$	377
Agricultural real estate	171		291		291		309
1-4 Family residential properties	4,682		2,687		7,150		5,762
Multifamily residential properties	805		368		1,574		2,105
Commercial real estate	8,769		5,596		5,876		8,457
Loans secured by real estate	14,494		8,942		14,937		17,010
Agricultural loans	763		757		778		667
Commercial and industrial loans	9,473		6,658		6,584		8,990
Consumer loans	598		302		695		625
All other loans	6		—		—		6
Total loans	$	25,334	$	16,659	$	22,994	$	27,298

Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $~~1,096,000~~1,335,000 and $~~366,000~~758,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, respectively.

Purchased Credit-Impaired Loans

The Company acquired certain loans considered to be credit-impaired ("PCI") in its business combinations with First Clover Leaf Bank during the third quarter of 2016, ~~and~~ First Bank & Trust during the second quarter of 2018, and SCB during the fourth quarter of 2018. At acquisition, these loans evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of these loans is included in the consolidated balance sheet amounts for Loans. The Company had no PCI loans prior to the First Clover Leaf Bank acquisition. The amount of these loans at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 are as follows (in thousands):

September 30,
2018 December 31,
2017
Construction and land development $ 292
$ —
Agricultural real estate —
—
1-4 Family residential properties $ 2,961
$ —
Multifamily residential properties 3,912
—
Commercial real estate 7,164
251
Loans secured by real estate 14,329
251
Agricultural loans 4
—
Commercial and industrial loans 67
8
Consumer loans 5
—
Carrying amount 14,405
259
Allowance for loan losses 411
9
Carrying amount, net of allowance $ 13,994
$ 250

As of September 8, 2016, the First Clover Leaf acquisition date, the principal outstanding of PCI loans totaled $10,650,000 and the fair value of PCI loans totaled $8,688,000. The balance of these loans at September 30, 2018 was $379,000 and the fair value was $241,000. As of May 1, 2018, the First Bank acquisition date, the principal outstanding of PCI loans totaled $20,357,000 and the fair value of PCI loans totaled $16,126,000. The balance of these loans at September 30, 2018 was $17,646,000 and the fair value totaled $14,164,000.



	June 30, 2019			December 31, 2018
Construction and land development	$	270		$	2,558
Agricultural real estate	—			—
1-4 Family residential properties	1,804			2,206
Multifamily residential properties	2,294			3,891
Commercial real estate	4,622			6,946
Loans secured by real estate	8,990			15,601
Agricultural loans	—			4
Commercial and industrial loans	—			15
Consumer loans	—			3
Carrying amount	8,990			15,623
Allowance for loan losses	(790		)	(1,235		)
Carrying amount, net of allowance	$	8,200		$	14,388

For PCI loans, the difference between contractually required payments at acquisition and the cash flow expected to be collected is referred to as the non-accretable difference. Any excess of expected cash flows over the fair value is referred to as the accretable yield. ~~As of September 30, 2018 there is no accretable yield on the PCI loans acquired.~~ Subsequent decreases to the expected cash flows will result in a provision for loan and lease losses. Subsequent increases in expected cash flows will result in a reversal of the provision for loan and lease losses to the extent of prior charges and then an adjustment to accretable yield, which would have a positive impact on interest income. As of ~~September~~June 30, ~~2018,~~2019, there were ~~three~~five loans with a change in expected cash flows and as a result, approximately ~~$411,000~~$790,000 of provision

was ~~recorded.~~recorded net of approximately $697,000 of provision reversed. As of December 31, ~~2017, there was one loan with a change~~2018, subsequent changes in expected cash flows ~~and as a result,~~resulted in approximately ~~$9,000~~$1,235,000 of provision ~~was recorded.~~

~~The PCI loans acquired from First Bank & Trust during the second quarter~~recorded and approximately $65,000 of ~~2018 for which it was probable that all contractually required payments would not be collected were as follows (in thousands):~~

Contractually required payments $ 20,357
Non-accretable difference (4,231 )
Cash flows expected to be collected at acquisition 16,126
Accretable yield —
Fair value of acquired loans at acquisition $ 16,126

provision reversed.

Troubled Debt Restructuring

The balance of troubled debt restructurings ("TDRs") at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was $~~10.3~~7.6 million and $~~8.9~~10.0 million, respectively. There was ~~$56,000~~$834,000 and ~~$37,000~~$1,418,000 in specific reserves established with respect to these loans as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively. As troubled debt restructurings, these loans are included in nonperforming loans and are classified as impaired which requires that they be individually measured for impairment. The modification of the terms of these loans included one or a combination of the following: a reduction of stated interest rate of the loan; an extension of the maturity date and change in payment terms; or a permanent reduction of the recorded investment in the loan.

The following table presents the Company’s recorded balance of troubled debt restructurings at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands).

Troubled debt restructurings: September 30, 2018 December 31, 2017
1-4 Family residential properties 2,494
874
Commercial real estate 1,883
1,376
Loans secured by real estate 4,377
2,250
Agricultural loans 606
757
Commercial and industrial loans 5,208
5,690
Consumer loans 150
201
Total $ 10,341
$ 8,898
Performing troubled debt restructurings:

1-4 Family residential properties 1,908
$ 578
Commercial real estate 679
251
Loans secured by real estate 2,587
829
Commercial and industrial loans —
25
Consumer loans 4
—
Total $ 2,591
$ 854

~~The increase in TDRs during the period was was primarily due to loans acquired in the acquisition of First Bank net of loans that paid off during the period.~~



Troubled debt restructurings:	June 30, 2019		December 31, 2018
1-4 Family residential properties	$	2,207	$	2,472
Commercial real estate	2,505		1,706
Loans secured by real estate	4,712		4,178
Agricultural loans	688		499
Commercial and industrial loans	2,029		5,112
Consumer loans	166		167
Total	$	7,595	$	9,956
Performing troubled debt restructurings:
1-4 Family residential properties	$	1,595	$	1,769
Commercial real estate	1,050		676
Loans secured by real estate	2,645		2,445
Agricultural Loans	59		—
Commercial and industrial loans	70		—
Consumer loans	5		6
Total	$	2,779	$	2,451

The following table presents loans modified as TDRs during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, as a result of various modified loan factors (in thousands):


	September 30, 2018				September 30, 2017				June 30, 2019				June 30, 2018
	Number of Modifications	Recorded Investment		Type of Modifications	Number of Modifications	Recorded Investment		Type of Modifications	Number of Modifications	Recorded Investment		Type of Modifications	Number of Modifications	Recorded Investment		Type of Modifications
1-4 Family residential properties	15	604		(b)(c)	1	17		(c)	1	$	46	(b)(c)	1	$	161	(b)
Commercial real estate	1	437		(b)(d)	—	—			3	1,533		(b)(c)(d)	—	—
Loans secured by real estate	16	1,041			1	17			4	1,579			1	161
Agricultural loans	—	—			4	828		(b)(c)(d)	1	59		(b)	—	—
Commercial and industrial loans	2	99		(b)(c)	1	27		(c)	2	70		(b)(c)(d)
Consumer Loans	1	4		(b)(c)	—	—			1	12		(c)	—	—
Total	19	$	1,144		6	$	872		8	$	1,720		1	$	161

Type of modifications:

(a) Reduction of stated interest rate of loan

(b) Change in payment terms

(d) Permanent reduction of the recorded investment

A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were no loans modified as troubled debt restructurings during the prior twelve months that experienced defaults for ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. There was one loan modified as troubled debt restructuring during the prior twelve months that experienced defaults as of December 31, ~~2017.~~2018.

The balance of real estate owned includes ~~$2,093,000~~$3,569,000 and ~~$2,754,000~~$2,534,000 of foreclosed real estate properties recorded as a result of obtaining physical possession of the property at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure procedures are in process was ~~$652,000~~$2,063,000 and ~~$404,000~~$425,000 at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

Note 5 -- Goodwill and Intangible Assets

The Company has goodwill from business combinations, intangible assets from branch acquisitions, identifiable intangible assets assigned to core deposit relationships and customer lists of First Mid Insurance. The following table presents gross carrying value and accumulated amortization by major intangible asset class as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018				December 31, 2017				June 30, 2019				December 31, 2018
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Goodwill not subject to amortization (effective 1/1/02)	$	90,401	$	3,760	$	63,910	$	3,760	$	108,735	$	3,760	$	109,037	$	3,760
Intangibles from branch acquisition	3,015		3,015		3,015		3,015		3,015		3,015		3,015		3,015
Core deposit intangibles	25,086		13,153		19,862		11,473		32,355		15,950		32,355		14,017
Other intangibles	3,731		2,422		3,731		2,285		16,029		3,283		16,029		2,648
	$	122,233	$	22,350	$	90,518	$	20,533	$	160,134	$	26,008	$	160,436	$	23,440

Goodwill of ~~$27.4~~$26.5 million was ~~provisionally~~ recorded for the acquisition and merger of First Bank during ~~the second quarter of~~ 2018. ~~Goodwill was subsequently adjusted to $26.5 million to reflect proper valuation of financial assets and liabilities.~~ All of the goodwill was assigned to the banking segment of the Company. The Company expects this goodwill will not be deductible for tax purposes.

The following table provides a reconciliation of the purchase price paid for the acquisition of First Bank and the amount of goodwill recorded (in thousands):


Purchase price (in excess of net book value)			$	26,946					$	26,946
Purchase accounting adjustments:
Fair value of securities	320					$	320
Fair value of loans, net	3,463					3,463
Fair value of OREO	12					12
Fair value of mortgage servicing rights	(1,097	)				(1,097		)
Fair value of premises and equipment	689					689
Fair value of time deposits	1,301					1,301
Fair value of FHLB advances	(328	)				(328		)
Fair value of subordinated debentures	(1,451	)				(1,451		)
Core deposit intangible	(5,224	)				(5,224		)
Other assets and other liabilities, net	1,860					1,860
			(455		)				(455		)
Resulting goodwill from acquisition			$	26,491					$	26,491

Goodwill of $18.6 million was provisionally recorded for the acquisition and merger of SCB during the fourth quarter of 2018. All of the goodwill was assigned to the banking segment of the Company. Goodwill was subsequently adjusted to $18.3 million to reflect proper valuation of financial assets and liabilities. The Company expects this goodwill will not be deductible for tax purposes.

AsThe following table provides a reconciliation of the purchase price paid for the acquisition of SCB and the amount of goodwill recorded (in thousands):



Purchase price (in excess of net book value)				$	21,677
Purchase accounting adjustments:
Fair value of securities	$	41
Fair value of loans, net	3,377
Fair value of OREO	345
Fair value of premises and equipment	(953		)
Fair value of time deposits	(343		)
Fair value of FHLB advances	(29		)
Core deposit intangible	(7,269		)
Customer list intangible	(12,298		)
Other assets and other liabilities, net	13,786
				(3,343		)
Resulting goodwill from acquisition				$	18,334

During 2018, as part of the First Bank ~~acquisition,~~and SCB acquisitions, the Company acquired mortgage servicing rights valued at ~~$1,522,000.~~$1,558,000. There have been no mortgage servicing rights added during 2019. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of ~~September~~June 30, ~~2018, September~~2019, June 30, ~~2017~~2018 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018			September 30, 2017			December 31, 2017			June 30, 2019			June 30, 2018			December 31, 2018
Beginning Balance	$	844			$985		$	985		$	2,101			$844		$	844
Mortgage servicing rights acquired during period	1,522			—			—			—			425			1,558
Mortgage servicing rights capitalized	7			—			—			—			7			7
Valuation reserve										(439		)	—			—
Mortgage servicing rights amortized	(242		)	(105		)	(141		)	(172		)	(119		)	(308		)
I/O Strip										146			—			—
Ending Balance	$	2,131			$880		$	844		$	1,636			$1,157		$	2,101

Total amortization expense for the ~~three and nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 was as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017		2019		2018		2019		2018
Core deposit intangibles	669		466		$	1,680	$	1,409	953		591		$	1,933	$	1,011
Other intangibles	46		46		137		137
Customer list intangibles									317		45		635		91
Mortgage servicing rights	123		33		242		105		553		80		611		119
	$	838	$	545	$	2,059	$	1,651	$	1,823	$	716	$	3,179	$	1,221

Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):

Aggregate amortization expense:
     For period 01/01/18-09/30/18 $ 2,059
Estimated amortization expense:
     For period 07/01/18-12/31/18 718
     For year ended 12/31/19 2,903
     For year ended 12/31/20 2,409
     For year ended 12/31/21 1,943
     For year ended 12/31/22 1,730
     For year ended 12/31/23 1,547



Aggregate amortization expense:
For period 01/01/19-06/30/19	$	3,179
Estimated amortization expense:
For period 07/01/19-12/31/19	2,769
For year ended 12/31/20	4,836
For year ended 12/31/21	4,192
For year ended 12/31/22	3,826
For year ended 12/31/23	3,510
For year ended 12/31/24	2,910

In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” codified within ASC 350, the Company performed testing of goodwill for impairment as of September 30, 2018 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.

Note 6 -- Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase were ~~$98.9~~$152.3 million at ~~September~~June 30, ~~2018,~~2019, a decrease of ~~$56.5~~$40.0 million from ~~$155.4~~$192.3 million at December 31, ~~2017.~~2018. The decrease during the first ~~nine~~six months of ~~2018~~2019 was primarily due to decreases in balances of customers due to changes in cash flow needs for their businesses. All of the transactions have overnight maturities with a weighted average rate of ~~0.24%~~0.52%.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value.

The collateral is held by a third party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential of over-collateralization in the event of counterparty default.

Collateral pledged by class for repurchase agreements are as follows (in thousands):


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
US Treasury securities and obligations of U.S. government corporations & agencies	$	62,202	$	100,895	$	100,099	$	130,893
Mortgage-backed securities: GSE: residential	36,673		54,493		52,165		61,437
Total	$	98,875	$	155,388	$	152,264	$	192,330

FHLB borrowings ~~increased to $121~~were $96 million and $120 million at ~~September~~June 30, ~~2018 from $60 million at~~2019 and December 31, ~~2017. Approximately $31 million of this increase resulted from the acquisition of First Bank.~~2018, respectively. At ~~September~~June 30, ~~2018~~2019 the advances were as follows:

~~$5 million advance with a 6-month maturity, at 2.10%, due October 16, 2018~~

~~$10 million advance with a 3-year maturity, at 1.42%, due November 5, 2018~~

~~$5 million advance with a 1.5-year maturity, at 1.49%, due December 28, 2018~~

~~$4 million advance with a 3-year maturity, at 1.72% due April 12, 2019~~

~~$5 million advance with a 2-year maturity, at 1.56%, due June 28, 2019~~

$10 million advance with a 11-month maturity at 2.81%, due August 30, 2019

$5 million advance with a 15-month maturity, at 2.63%%, due September 27, 2019

$2 million advance with a 5-year maturity, at 1.89%%, due October 17, 2019

$10 million advance with a 14-month maturity at 2.88%, due November 29, 2019

$5 million advance with a 1.5-year maturity, at 2.67%%, due December 27, 2019

$4 million advance with a 3-year maturity at 2.40%, due January 9, 2020

$5 million advance with a 2.5-year maturity, at 1.67%, due January 31, 2020

$5 million advance with a 4-year maturity, at 1.79%, due April 13, 2020

$10 million advance with a 1.5 year maturity at 2.95%, due May 29, 2020

$5 million advance with a 2-year maturity, at 2.75%, due June 26, 2020

$5 million advance with a 3-year maturity, at 1.75%, due July 31, 2020

$5 million advance with a 6-year maturity, at 2.30%, due August 24, 2020

$5 million advance with a 3.5-year maturity, at 1.83%, due February 1, 2021

$5 million advance with a 5-year maturity, at 1.85%, due April 12, 2021

$5 million advance with a 7-year maturity, at 2.55%, due October 1, 2021

$5 million advance with a 5-year maturity, at 2.71%, due March 21, 2022

$5 million advance with a 8-year maturity, at 2.40%, due January 9, 2023

Note 7 -- Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:



Level 1	Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.



Level 2	Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.



Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation

methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If

quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the ~~hierarchy and include investments in trust preferred securities.~~hierarchy.

Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company. The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis. The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.

Derivatives.The ~~trust preferred securities are collateralized debt obligation securities that are backed by trust preferred securities issued by banks, thrifts, and insurance companies. The~~fair value of derivatives is based on models using observable market ~~for these securities at December 31, 2017 was not active and markets for similar securities were also not active. The inactivity was evidenced first by a significant widening~~data as of the ~~bid-ask spread~~measurement date and are therefore classified in the brokered markets in which trust preferred securities trade and then by a significant decrease in the volume of trades relative to historical levels. The new issue market was also inactive and continues to be, as a resultLevel 2 of the Dodd-Frank Act’s elimination of trust preferred securities from Tier 1 capital for certain holding companies. Given conditions in the debt markets today and the absence of observable transactions in the secondary and new issue markets, we determined:

~~The few observable transactions and market quotations that were available were not reliable for purposes of determining fair value at December 31, 2017,~~

~~An income~~ valuation approach technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than the market approach valuation technique used at prior measurement dates, and

The trust preferred securities held by the Company were classified within Level 3 of the fair value hierarchy because we determined that significant adjustments are required to determine fair value at the measurement date.hierarchy.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


			Fair Value Measurements Using								Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2018
June 30, 2019
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	122,669	$	—	$	122,669	$	—	$	193,424	$	—	$	193,424	$	—
Obligations of states and political subdivisions	173,346		—		173,346		—		186,229		—		185,259		970
Mortgage-backed securities	300,669		—		300,669		—		374,646		—		374,646		—
Other securities	2,396		381		2,015		—		3,391		190		3,201		—
Total available-for-sale securities	$	599,080	$	381	$	598,699	$	—	$	757,690	$	190	$	756,530	$	970
December 31, 2017
Derivative liability:
Interest rate swap									$	293	$	—	$	293	$	—

December 31, 2018
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	113,770	$	—	$	113,770	$	—	$	198,649	$	—	$	198,649	$	—
Obligations of states and political subdivisions	166,266		—		166,266		—		192,579		—		191,612		967
Mortgage-backed securities	293,811		—		293,811		—		298,672		—		298,672		—
Trust preferred securities	2,548		—		—		2,548
Other securities	2,184		172		2,012		—		2,374		364		2,010		—
Total available-for-sale securities	$	578,579	$	172	$	575,859	$	2,548	$	692,274	$	364	$	690,943	$	967

3637

The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the ~~three and~~ ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 is summarized as follows (in thousands):


	Trust Preferred Securities											Trust Preferred Securities
	Three months ended					Nine months ended						Three months ended					Six months ended
	September 30, 2018		September 30, 2017			September 30, 2018			September 30, 2017			June 30, 2019		June 30, 2018			June 30, 2019		June 30, 2018
Beginning balance	$	—	$	2,424		$	2,548		$	1,652		$	—	$	2,522		$	—	$	2,548
Transfers into Level 3	—		—			—			—			—		—			—		—
Transfers out of Level 3	—		—			—			—			—		—			—		—
Total gains or losses:
Included in net income	—		—			—			—			—		—			—		—
Included in other comprehensive income (loss)	—		318			18			1,166			—		—			—		18
Purchases, issuances, sales and settlements:																	—
Purchases	—		—			—			—			—		—			—		—
Issuances	—		—			—			—			—		—			—		—
Sales	—		—			(2,522		)	—			—		(2,522		)	—		(2,522		)
Settlements	—		(41		)	(44		)	(117		)	—		—			—		(44		)
Ending balance	$	—	$	2,701		$	—		$	2,701		$	—	$	—		$	—	$	—
Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date	$	—	$	—		$	—		$	—		$	—	$	—		$	—	$	—



	Obligation of State and Political Subdivisions
	Three months ended				Six months ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Beginning balance	$	968	$	—	$	967	$	—
Transfers into Level 3	—		—		—		—
Transfers out of Level 3	—		—		—		—
Total gains or losses:			—				—
Included in net income	2		—		3		—
Included in other comprehensive income (loss)	—		—		—		—
Purchases, issuances, sales and settlements:
Purchases	—		—		—		—
Issuances	—		—		—		—
Sales	—		—		—		—
Settlements	—		—		—		—
Ending balance	$	970	$	—	$	970	$	—
Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date	$	—	$	—	$	—	$	—

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Impaired Loans (Collateral Dependent). Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Management establishes a specific allowance for impaired loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of ~~September~~June 30, ~~2018~~2019 was $~~10,640,000~~12,305,000 and a fair value of $~~9,356,000~~10,028,000 resulting in specific loss exposures of $~~1,284,000~~2,277,000.

When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for loan losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.

Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total

carrying amount of other real estate owned as of ~~September~~June 30, ~~2018~~2019 was $~~2,093,000~~3,569,000. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $01,479,000.

Mortgage Servicing Rights. As of June 30, 2019 , mortgage servicing rights had a carrying value of $2,075,000 and a fair value of $1,636,000 resulting in a valuation reserve of $439,000. The fair value used to determine the valuation reserve for mortgage servicing rights was estimated using the discounted cash flow models. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy.

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	Fair Value Measurements Using								Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2018
Impaired loans (collateral dependent)	$	9,356	$	—	$	—	$	9,356
December 31, 2017
June 30, 2019
Impaired loans (collateral dependent)	$	3,053	$	—	$	—	$	3,053	$	10,028	$	—	$	—	$	10,028
Foreclosed assets held for sale	91		—		—		91		1,479		—		—		1,479
Mortgage servicing rights									1,636		—		—		1,636
December 31, 2018
Impaired loans (collateral dependent)									$	16,437	$	—	$	—	$	16,437
Foreclosed assets held for sale									836		—		—		836

Sensitivity of Significant Unobservable Inputs

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

~~Trust Preferred Securities.~~ The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities was offered quotes and comparability adjustments. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, changes in either of those inputs will not affect the other input.

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements other than goodwill at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands).


September 30, 2018	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
June 30, 2019												Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans (collateral dependent)	$	9,356	Third party valuations	Discount to reflect realizable value	0	%	-	40%	(	20%	)	$	10,028	Third party valuations	Discount to reflect realizable value	0	%	-	40%	(	20%	)
Foreclosed assets held for sale												1,479		Third party valuations	Discount to reflect realizable value less estimated selling costs	0	%	-	40%	(	35%	)
Mortgage servicing rights												1,636		Third party valuations	Discount to reflect realizable value	9.5	%	-	12.5%	(	9.7%	)

December 31, 2017 Fair Value Valuation Technique Unobservable Inputs Range (Weighted Average)
Trust Preferred Securities $ 2,548
Discounted cash flow Discount rate 12.7%
Constant prepayment rate (1) 1.3%
Cumulative projected prepayments 21.6%
Probability of default 0.5%
Projected cures given deferral 0.0%
Loss severity 97.7%
Impaired loans (collateral dependent) $ 3,053
Third party valuations Discount to reflect realizable value 0 % - 40% ( 20% )
Foreclosed assets held for sale

$ 91
Third party valuations Discount to reflect realizable value less estimated selling costs 0 % - 40% ( 35% )

~~(1) Every five years~~

~~Other.~~ ~~The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.~~

~~Cash and Cash Equivalents, Federal Funds Sold, Interest Receivable and Federal Reserve and Federal Home Loan Bank Stock.~~ ~~The carrying amount approximates fair value.~~

~~Certificates of Deposit Investments.~~ ~~The fair value of certificates of deposit investments is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.~~

~~Held-to-Maturity Securities.~~ ~~Fair Value is based on quoted market prices, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.~~

~~Loans Held for Sale.~~ ~~Loans expected to be sold are classified as held for sale and are recorded at the lower of aggregate cost or market value.~~

~~Loans.~~ For September 30, 2018, fair value of loans is estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. This is not comparable with the fair values disclosed for December 31, 2017, which were based on an entrance price basis. For that date, fair values of variable rate loans that reprice frequently and with no significant change in credit risk were based on carrying values. The fair values of other loans as of that date were estimated using discounted cash flow analyses which used interest rates then being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest approximates its fair value.

~~Deposits.~~ Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount of these deposits approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

~~Securities Sold Under Agreements to Repurchase.~~ The fair value of securities sold under agreements to repurchased is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

~~Federal Funds Purchased.~~ ~~The carrying amount approximates fair value.~~

~~Interest Payable.~~ ~~The carrying amount approximates fair value.~~

~~Junior Subordinated Debentures, Federal Home Loan Bank Borrowings and Other Borrowings.~~ ~~Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.~~



December 31, 2018	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
Impaired loans (collateral dependent)	$	16,437	Third party valuations	Discount to reflect realizable value	0	%	-	40%	(	20%	)
Foreclosed assets held for sale	836		Third party valuations	Discount to reflect realizable value less estimated selling costs	0	%	-	40%	(	35%	)

The following tables present estimated fair values of the Company’s financial instruments at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 in accordance with ASC 825 (in thousands):


	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2018
June 30, 2019
Financial Assets
Cash and due from banks	$	63,823	$	63,823	$	63,823	$	—	$	—	$	167,497	$	167,497	$	167,497	$	—	$	—
Federal funds sold	662		662		662		—		—		919		919		919		—		—
Certificates of deposit investments	2,183		2,183		—		2,183		—		6,585		6,585		—		6,585		—
Available-for-sale securities	599,080		599,080		381		598,699		—		757,690		757,690		190		756,530		970
Held-to-maturity securities	69,409		67,395		—		67,395		—		69,488		69,441		—		69,441		—
Loans held for sale	940		940		—		940		—		1,717		1,717		—		1,717		—
Loans net of allowance for loan losses	2,375,381		2,325,734		—		—		2,325,734		2,518,467		2,451,641		—		—		2,451,641
Interest receivable	14,928		14,928		—		14,928		—		15,650		15,650		—		15,650		—
Federal Reserve Bank stock	7,390		7,390		—		7,390		—		9,401		9,401		—		9,401		—
Federal Home Loan Bank stock	3,880		3,880		—		3,880		—		2,995		2,995		—		2,995		—
Financial Liabilities
Deposits	$	2,651,397	$	2,651,414	$	—	$	2,123,040	$	528,374	$	3,012,490	$	3,018,325	$	—	$	2,360,683	$	657,642
Federal funds purchased	22,000		22,000		22,000		—		—
Securities sold under agreements to repurchase	98,875		98,868		—		98,868		—		152,264		152,257		—		152,257		—
Interest payable	1,400		1,400		—		1,400		—		2,416		2,416		—		2,416		—
Federal Home Loan Bank borrowings	120,736		120,264		—		120,264		—		95,826		96,503		—		96,503		—
Other borrowings	7,500		7,500		—		7,500		—
Junior subordinated debentures	28,958		23,780		—		23,780		—		29,084		24,199		—		24,199		—


	Carrying Amount		Fair Value		Level 1		Level 2		Level 3		Carrying Amount		Fair Value		Level 1		Level 2		Level 3
December 31, 2017
December 31, 2018
Financial Assets
Cash and due from banks	$	88,388	$	88,388	$	88,388	$	—	$	—	$	140,735	$	140,735	$	140,735	$	—	$	—
Federal funds sold	491		491		491		—		—		665		665		665		—		—
Certificates of deposit investments	1,685		1,692		—		1,692		—		7,569		7,569		—		7,569		—
Available-for-sale securities	578,579		578,579		172		575,859		2,548		692,274		692,274		364		690,943		967
Held-to-maturity securities	69,332		68,457		—		68,457		—		69,436		67,909		—		67,909		—
Loans held for sale	1,025		1,025		—		1,025		—		1,508		1,508		—		1,508		—
Loans net of allowance for loan losses	1,918,499		1,899,678		—		—		1,899,678		2,616,822		2,541,037		—		—		2,541,037
Interest receivable	10,832		10,832		—		10,832		—		16,881		16,881		—		16,881		—
Federal Reserve Bank stock	5,160		5,160		—		5,160		—		7,390		7,390		—		7,390		—
Federal Home Loan Bank stock	2,407		2,407		—		2,407		—		3,095		3,095		—		3,095		—
Financial Liabilities
Deposits	$	2,274,639	$	2,272,868	$	—	$	1,930,604	$	342,264	$	2,988,686	$	2,991,177	$	—	$	2,396,917	$	594,260
Securities sold under agreements to repurchase	155,388		155,394		—		155,394		—		192,330		192,179		—		192,179		—
Interest payable	602		602		—		602		—		1,758		1,758		—		1,758		—
Federal Home Loan Bank borrowings	60,038		59,968		—		59,968		—		119,745		119,704		—		119,704		—
Other borrowings	10,313		10,313		—		10,313		—		7,724		7,724		—		7,724		—
Junior subordinated debentures	24,000		18,050		—		18,050		—		29,000		24,418		—		24,418		—

Note 8 -- Business Combinations

SCB Bancorp, Inc.

Subject to the terms and conditions of the SCB Merger Agreement, at the effective time of the SCB Merger, each share of common stock, par value $7.50 per share, of SCB issued and outstanding immediately prior to the effective time of the SCB Merger were converted into and became the right to receive, at the election of each stockholder, either $307.93 in cash or 8.0228 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld. In addition, immediately prior to the closing of the proposed merger, SCB paid special dividend to its shareholders in the aggregate amount of approximately $25 million. The SCB Merger was subject to customary closing conditions, including the approval of the appropriate regulatory authorities and of the stockholders of SCB. The SCB Merger was completed on November 15, 2018 and an aggregate of 1,330,571 shares of common stock were issued, and approximately $19,046,000 was paid, to the stockholders of SCB, including cash in lieu of fractional shares.

Soy Capital Bank and Trust Company ("Soy Capital Bank") merged with and into First Mid Bank on April 6, 2019. At the time of the bank merger, Soy Capital Bank's banking offices became branches of First Mid Bank. As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “BusinessCombinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of November 15, 2018 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $18.3 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the SCB acquisition (in thousands).



	Acquired Book Value			Fair Value Adjustments			As Recorded by SCB
Assets
Cash and due from banks	$	65,112		$	—		$	65,112
Investment Securities	97,545			(41		)	97,504
Loans	255,429			(7,868		)	247,561
Allowance for loan losses	(4,491		)	4,491			—
Other real estate owned	783			(345		)	438
Premises and equipment	10,115			953			11,068
Goodwill	6,745			11,589			18,334
Core deposit intangible	—			7,269			7,269
Other Intangibles	1,228			11,070			12,298
Other assets	24,858			(5,813		)	19,045
Total assets acquired	$	457,324		$	21,305		$	478,629
Liabilities
Deposits	$	348,314		$	(343	)	$	347,971
Securities sold under agreements to repurchase	21,180			—			21,180
FHLB advances	19,000			(29		)	18,971
Other borrowings	7,724			—			7,724
Junior subordinated debentures	—			—			—
Other liabilities	15,477			—			15,477
Total liabilities assumed	411,695			(372		)	411,323
Net assets acquired	$	45,629		$	21,677		$	67,306

Consideration Paid
Cash							$	19,046
Common Stock							48,260
Total consideration paid							$	67,306

The Company has recognized approximately $3.6 million, pre-tax, of acquisition costs for the SCB acquisition. Of this amount, $2.7 million was recognized during 2019. These costs are included in legal and professional and other expense. Of the $7.9 million fair value adjustment to loans, approximately $7.2 million is being accreted to interest income over the remaining term of the loans. The differences between fair value and acquired value of the assumed time deposits of $(343,000), and the assumed FHLB advances $(29,000), are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible assets, with a fair value of $7.3 million, will be amortized on an accelerated basis over its estimated life of 10 years. In addition, the Company recorded a $4.2 million intangible asset for customer list of Soy Bank's Ag service business line and $8.1 million intangible asset for the customer list for Soy Bank's Insurance business line. These intangibles are being amortized over the estimated life of 12 years and 11 years, respectively.

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the SCB acquisition taken place at the beginning of the period (dollars in thousands):



	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Net interest income	$	30,817	$	57,368
Provision for loan losses	1,877		2,932
Non-interest income	12,765		25,469
Non-interest expense	27,222		51,440
Income before income taxes	14,483		28,465
Income tax expense	3,422		7,007
Net income	$	11,061	$	21,458

Earnings per share
Basic	$	0.72	$	1.46
Diluted	0.72		1.46

Basic weighted average shares outstanding	15,287,245		14,647,966
Diluted weighted average shares outstanding	15,304,607		14,665,269

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the SCB business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.

First BancTrust Corporation

On December 11, 2017, the Company and Project Hawks Merger Sub LLC (formerly known as Project Hawks Merger Sub Corp.), a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Hawks Merger Sub”), entered into an Agreement and Plan of Merger (as amended as of January 18, 2018, the “First Bank Merger Agreement") with First BancTrust Corporation, a Delaware corporation (“First Bank”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of First Bank pursuant to a business combination whereby First Bank will merge with and into Hawks Merger Sub, with Hawks Merger Sub as the surviving entity and a wholly-owned subsidiary of the Company (the “First Bank Merger”).

At the effective time of the First Bank Merger, each share of common stock, par value $0.01 per share, of First Bank issued and outstanding immediately prior to the effective time of the First Bank Merger (other than shares held in treasury by First Bank and shares held by stockholders who had properly made and not withdrawn a demand for appraisal rights under Delaware law) converted into and become the right to receive, (a) $5.00 in cash and (b) 0.800 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments, all as set forth in the First Bank Merger Agreement.

On May 1, 2018, the Company issued an aggregate total of 1,643,900 shares of common stock valued at $37.32 per share and approximately $10,275,000, including cash in lieu of fractional shares. First Bank’s wholly-owned bank subsidiary, First Bank & Trust, IL (“First Bank & Trust”), merged with and into First Mid Bank on August 10, 2018. At the time of the bank merger, First Bank & Trust’s banking offices became branches of First Mid Bank. As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of May 1, 2018 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $26.5 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the First Bank acquisition (in thousands).


	Acquired Book Value			Fair Value Adjustments			As Recorded by First Bank & Trust		Acquired Book Value			Fair Value Adjustments			As Recorded by First Bank
Assets
Cash & due from banks	$	20,598					$	20,598	$	20,598		$	—		$	20,598
Investment Securities	59,906			(320		)	59,586		59,906			(320		)	59,586
Loans	371,156			(7,875		)	363,281		371,156			(7,875		)	363,281
Allowance for loan losses	(4,412		)	4,412			—		(4,412		)	4,412			—
Other real estate owned	547			(12		)	535		547			(12		)	535
Premises and equipment	10,126			(689		)	9,437		10,126			(689		)	9,437
Goodwill	543			25,948			26,491		543			25,948			26,491
Core deposit intangible	—			5,224			5,224		—			5,224			5,224
Other assets	16,389			(256		)	16,133		16,389			(256		)	16,133
Total assets acquired	$	474,853		$	26,432		$	501,285	$	474,853		$	26,432		$	501,285
Liabilities and Stockholders' Equity
Deposits	$	384,323		$	1,301		$	385,624	$	384,323		$	1,301		$	385,624
FHLB advances	31,000			(328		)	30,672		31,000			(328		)	30,672
Subordinated debentures	6,186			(1,451		)	4,735		6,186			(1,451		)	4,735
Other liabilities	8,665			(36		)	8,629		8,665			(36		)	8,629
Total liabilities assumed	430,174			(514		)	429,660		430,174			(514		)	429,660
Net assets acquired	$	44,679		$	26,946		$	71,625	$	44,679		$	26,946		$	71,625

Consideration Paid
Cash							$	10,275							$	10,275
Common stock							61,350								61,350
Total consideration paid							$	71,625							$	71,625

The Company has recognized approximately ~~$7.1~~$5.2 million, pre-tax, of acquisition costs for the First Bank acquisition. Of this amount, $167,000 was recognized during 2019. These costs are included in legal and professional and other expense. Of the $7.9 million fair value adjustment to loans, approximately $3.6 million is being accreted to interest income over the remaining term of the loans. The differences between fair value and acquired value of the assumed time deposits of $1.3 million, of the assumed FHLB advances of $(328,000) and of the assumed subordinated debentures of $(1,451,000), are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible asset, with a fair value of $5.2 million, will be amortized on an accelerated basis over its estimated life of ~~ten~~10 years.

4144

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the First Bank acquisition taken place aat the beginning of the period (dollars in thousands):

Three months ended Nine months ended

September 30, September 30, September 30, September 30,

2018 2017 2018 2017
Net interest income $ 30,087
$ 27,373
$ 86,813
$ 83,289
Provision for loan losses 2,551
1,679
5,683
5,546
Non-interest income 7,919
8,544
24,879
25,758
Non-interest expense 24,490
24,271
68,144
72,157
  Income before income taxes 10,965
9,967
37,865
31,344
Income tax expense 2,731
3,315
9,356
10,147
   Net income $ 8,234
$ 6,652
$ 28,509
$ 21,197

Earnings per share

   Basic $ 0.54
$ 0.47
$ 1.94
$ 1.50
   Diluted $ 0.54
$ 0.47
$ 1.94
$ 1.50

Basic weighted average shares outstanding 15,290,539
14,172,574
14,704,888
14,142,813
Diluted weighted average shares outstanding 15,308,218
14,179,709
14,721,708
14,150,476

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the First Bank business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.

Actual revenue and earnings of First Bank & Trust included in the consolidated statement of income of the Company from the acquisition date to September 30, 2018 was $10,660,000 and $3,366,000, respectively.



	Three months ended		Six months ended
	June 30, 2018		June 30, 2018
Net interest income	$	29,062	$	57,035
Provision for loan losses	1,927		3,132
Non-interest income	8,640		16,960
Non-interest expense	21,870		43,654
Income before income taxes	13,905		27,209
Income tax expense	3,307		6,715
Net income	$	10,598	$	20,494

Earnings per share
Basic	$	0.76	$	1.42
Diluted	0.76		1.42

Basic weighted average shares outstanding	13,956,674		14,407,273
Diluted weighted average shares outstanding	13,974,048		14,424,576

Note 9 -- Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of June 30, 2019, substantially all of the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space. These leases are generally for periods of 1 to 25 years with various renewal options. The Company elected the optional transition method permitted by Topic 842. Under this method, an entity recognizes and measures leases that exist at the application date and prior comparative periods are not adjusted. In addition, the Company elected the package of practical expedients:

1. An entity need not reassess whether any expired or existing contracts contain leases.

2. An entity need not reassess the lease classification for any expired or existing leases.

3. An entity need not reassess initial direct costs for any existing leases.

The Company has also elected the practical expedient, which may be elected separately or in conjunction with the package noted above, to use hindsight in determining the lease term and in assessing the right-of-use assets. This expedient must be applied consistently to all leases. Lastly, the Company has elected to use the practical expedient to include both lease and non-lease components as a single component and account for it as a lease.

In addition, The Company has elected to not include short-term leases (i.e.leases with terms of twelve months or less) or equipment leases (primarily copiers) deemed immaterial, on the consolidated balance sheets.

For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into.

4245

The following table contains supplemental balance sheet information related to leases (dollars in thousands):



	June 30, 2019
Operating lease right-of-use assets	$	12,805
Operating lease liabilities	12,815
Weighted-average remaining lease term	5.5 years
Weighted-average discount rate	3.21		%

Certain of the Company's leases contain options to renew the lease; however, not all renewal options are included in the calculation of lease liabilities as they are not reasonably certain to be exercised. The Company's leases do not contain residual value guarantees or material variable lease payments. The Company does not have any other material restrictions or covenants imposed by leases that would impact the Company's ability to pay dividends or cause the Company to incur additional financial obligations.

Maturities of lease liabilities were as follows (in thousands):



Year ending December 31,
2019 (excluding the six months ended June 30, 2019)	$	1,326
2020	2,573
2021	2,346
2022	2,057
2023	1,276
Thereafter	5,177
Total lease payments	14,755
Less imputed interest	(1,940		)
Total lease liability	$	12,815

The components of lease expense for the three and six months ended June 30, 2019 were as follows (in thousands):



	Three months ended June 30,			Six months ended June 30,
	2019			2019
Operating lease cost	$	647		$	1,318
Short-term lease cost	22			45
Variable lease cost	432			656
Total lease cost	1,101			2,019
Income from subleases	(213		)	(461		)
Net lease cost	$	888		$	1,558

As the Company elected not to separate lease and non-lease components, the variable lease cost primarily represents variable payment such as common area maintenance and copier expense. The Company does not have any material sub-lease agreements. Cash paid for amounts included in the measurement of lease liabilities was (in thousands):



	June 30, 2019
Operating cash flows from operating leases	$	1,340

Note 10 -- Derivatives

The Company utilizes an interest rate swap, designated as a fair value hedge, to mitigate the risk of changing interest rates on the fair value of a fixed rate commercial real estate loan. For derivative instruments that are designed and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain in the hedged asset attributable to the hedged risk, is recognized in current earnings.

A summary of the Company's fair value hedge as of June 30, 2019, is as follows (in thousands):

June 30, 2019

Derivative

Balance Sheet Location

Weighted Average Remaining Maturity (Years)

Pay Rate

Received Rate

Notional Amount

Estimated Value

Interest rate swap agreement

Other liabilities

9.9 years

4.5

1 month LIBOR + 231.5bps

9,783

293

The effects of the fair value hedge on the Company's income statement during the three and six months ended June 30, 2019 were as follows (in thousands):



		Three months ended June 30,			Six months ended June 30,
Derivative	Location of Gain (Loss) on Derivative	2019			2019
Interest rate swap agreement	Interest income on loans	$	(293	)	$	(293	)

		Three months ended June 30,			Six months ended June 30,
Derivative	Location of Gain (Loss) on Hedged Item	2019			2019
Interest rate swap agreement	Interest income on loans	$	293		$	293

As of June 30, 2019, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):



Line Item in the Balance Sheet in Which the Hedge Item is Included	Carrying Amount of the Hedged Asset			Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
Loans		$	10,076		$	293

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and ~~nine~~six-month periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.

Forward-Looking Statements

This report may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe,” ”expect,” ”intend,” ”anticipate,” ”estimate,” ”project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including those described in Item 1A-“Risk Factors” and other sections of the Company’s Annual Report on Form 10-K and the Company’s other filings with the SEC, and changes in interest rates, general economic conditions and those in the Company’s market area, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios and the valuation of the investment portfolio, the Company’s success in raising capital and effecting and integrating acquisitions, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles, policies and guidelines. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Further information concerning the Company and its business, including a discussion of these and additional factors that could materially affect the Company’s financial results, is included in the Company’s ~~2017~~2018 Annual Report on Form 10-K under the headings “Item 1. Business" and “Item 1A. Risk Factors."

Acquisitions

On May 1, 2018, the Company completed its acquisition of First Bank. Financial results for ~~the third quarter of~~ 2018 include the income and expenses of First Bank & Trust for the period May 1 through ~~September 30,~~December 31, 2018. At the date of the acquisition, the fair value of First Bank's total assets was $501 million, including $363 million of loans. The fair value of First Bank's deposits was $386 million. Net income before taxes was positively impacted by ~~$1,852,000~~$3,018,000 due to First ~~Bank & Trust's~~Bank's purchase accounting net accretion and amortization expense of intangibles during 2018. For the ~~quarter.~~three months ended March 31, 2019, net income before taxes was positively impacted by $1,201,000 due to purchase accounting net accretion and amortization related to First Bank. During ~~the third quarter of~~ 2018, the Company also incurred ~~$3,494,000~~$5 million of pre-tax acquisition expenses related to the acquisition of First Bank, comprised primarily of legal, consulting and change-in-control costs. During the ~~nine~~six months ended ~~September~~June 30, 2019, pre-tax expenses related to this acquisition totaled $167,000.

On November 15, 2018, the Company completed its acquisition of SCB. Financial results for 2018 include the income and expenses of SCB for the period November 15 through December 31, 2018. At the date of the acquisition, the fair value of SCB's total assets was $479 million, including $248 million of loans. The fair value of SCB's deposits was $348 million. Net income before taxes was positively impacted by $462,000 due to SCB's purchase accounting net accretion and amortization expense of intangibles during 2018. For the six months ended June 30, 2019, net income before taxes was positively impacted by $1,085,000 due to purchase accounting net accretion and amortization related to SCB. During 2018, the Company also incurred $908,000 of pre-tax acquisition expenses related to the acquisition ~~totaled $6,935,000.~~

On June 12, 2018, the Company and Almond Merger Sub, entered into an Agreement and Plan of Merger with SCB pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of SCB, ~~pursuant~~comprised primarily of legal, consulting and change-in-control costs. During the six months ended June 30, 2019, pre-tax expenses related to a business combination whereby SCB will merge with and into Almond Merger Sub, whereupon the separate corporate existence of SCB will cease and Almond Merger Sub will continue as the surviving company and a wholly-owned subsidiary of the Company. The Company expects to complete this acquisition ~~in November 2018.~~totaled $2,683,000.

Overview

This overview of management’s discussion and analysis highlights selected information in this document and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.

Net income was $~~26,661,000~~24,297,000 and ~~$22,059,000~~$18,427,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, respectively. Diluted net income per common share available to common stockholders was $~~1.90~~1.45 and $~~1.76~~1.38 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018.

The following table shows the Company’s annualized performance ratios for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, compared to the performance ratios for the year ended December 31, ~~2017~~2018:


	Nine months ended				Year ended		Six months ended				Year ended
	September 30, 2018		September 30, 2017		December 31, 2017		June 30, 2019		June 30, 2018		December 31, 2018
Return on average assets	1.14	%	1.04	%	0.94	%	1.26	%	1.23	%	1.13	%
Return on average common equity	9.84	%	9.96	%	8.92	%	9.89	%	11.06	%	9.59	%
Average equity to average assets	11.58	%	10.42	%	10.59	%	12.78	%	11.09	%	11.77	%

Total assets were ~~$3.4~~$3.8 billion at ~~September~~June 30, ~~2018,~~2019, compared to ~~$2.8~~$3.8 billion as of December 31, ~~2017~~2018. From December 31, ~~2017~~2018 to ~~September~~June 30, ~~2018~~,2019, cash and interest bearing deposits ~~decreased $24.4~~increased $27.0 million, net loan balances ~~increased $456.9~~decreased $98.4 million and investment securities increased ~~$20.6~~$65.5 million. Net loan balances were $~~2.38~~2.52 billion at ~~September~~June 30, ~~2018~~2019 compared to $~~1.92~~2.62 billion at December 31, ~~2017~~2018.

Net interest margin, on a tax effected basis, defined as net interest income divided by average interest-earning assets, was ~~3.73%~~3.69% for the ~~nine~~six months ended ~~September~~June 30, ~~2018, up~~2019, down from ~~3.55%~~3.73% for the same period in ~~2017.~~2018. This ~~increase~~decrease was primarily due to ~~an increase in loan balances,~~higher costs of deposits and borrowings offset by higher yields on loans and investments, and accretion income from ~~the acquisitions of First Bank and First Clover Leaf Bank.~~previous acquisitions. Net interest income before the provision for loan losses was ~~$80.7~~$63.6 million compared to net interest income of ~~$69.6~~$50.6 million for the same period in ~~2017.~~2018. The increase in net interest income was primarily due to the growth in average earnings assets as a result of loans and investment securities acquired from First Bank and SCB partially offset by an increase in cost of deposits and borrowings.

Total non-interest income of ~~$23,767,000~~$28.2 million increased ~~$641,000~~$12.4 million or ~~2.8%~~78.1% from ~~$23,126,000~~$15.8 million for the same period last year. ~~Trust~~Wealth management revenues increased ~~$238,000,~~$3.9 million, primarily due the addition of farm management and brokerage revenues from the SCB acquisition, insurance commissions increased approximately $7.0 million, primarily due to revenues from the acquisition of SCB, and revenue from ATM and debit cards increased $754,000 primarily due to an increase in ~~revenue~~electronic transactions from ~~defined contribution and other retirement accounts, and an increase in brokerage revenue~~the acquisitions of $436,000, primarily due to an increase in the number of brokerage accounts, and an increase in net securities gains of $312,000 offset by a decrease in other income of $943,000 primarily due to a income tax refund received in 2017 resulting from overpayment of taxes in 2016 by First ~~Clover Leaf Financial Corp.~~Bank & SCB.

Total non-interest expense of ~~$63.7~~$58.5 million increased ~~$8,591,000~~$19.3 million or ~~15.6%~~49.3% from ~~$55.1~~$39.2 million for the same period last year. This increase was primarily due to legal and professional costs and intangibles amortization associated with the acquisition of First Bank and SCB, and an increase in salaries and benefits expense.

Following is a summary of the factors that contributed to the changes in net income (in thousands):


	Change in Net Income 2018 versus 2017						Change in Net Income 2019 versus 2018
	Three months ended September 30,			Nine months ended September 30,			Three months ended June 30,			Six months ended June 30,
Net interest income	$	7,214		$	11,138		$	3,859		$	12,916
Provision for loan losses	(1,062		)	(432		)	1,786			1,894
Other income, including securities transactions	258			641			5,227			12,379
Other expenses	(6,578		)	(8,591		)	(9,391		)	(19,327		)
Income taxes	807			1,846			(537		)	(1,992		)
Increase in net income	$	639		$	4,602		$	944		$	5,870

Credit quality is an area of importance to the Company. Total nonperforming loans were ~~$27.9~~$25.8 million at ~~September~~June 30, 2019, compared to $24.7 million at June 30, 2018 ~~compared to $19.8 million at September 30, 2017~~ and ~~$17.5~~$29.8 million at December 31, ~~2017.~~2018. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled ~~$2.1~~$3.6 million at ~~September~~June 30, 2019 compared to $2.5 million at June 30, 2018 ~~compared to $2.3 million at September 30, 2017~~ and ~~$2.8~~$2.6 million at December 31, ~~2017.~~2018. The Company’s provision for loan losses for the ~~nine~~six months ended ~~September~~June 30, 2019 and 2018 was $1,038,000 and ~~2017 was $5,483,000 and $5,051,000,~~$2,932,000, respectively. Total loans past due 30 days or more were ~~1.17%~~1.19% of loans at ~~September~~June 30, 2019 compared to 0.82% at June 30, 2018, ~~compared to 0.38% at September 30, 2017,~~ and ~~0.56%~~1.06% of loans at December 31, ~~2017.~~2018. At ~~September~~June 30, ~~2018,~~2019, the composition of the loan portfolio remained similar to the same period last year. Loans secured by both commercial and residential real estate comprised approximately ~~65.2%~~66.8% of the loan portfolio as of ~~September~~June 30, ~~2018~~2019 and ~~65.6%~~66.1% as of December 31, ~~2017.~~2018.

The Company’s capital position remains strong and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and December 31, ~~2017~~2018 was ~~13.73%~~13.92%, ~~12.41%~~13.16% and ~~11.83%~~12.76%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and December 31, ~~2017~~2018 was ~~14.62%~~14.82%, ~~13.26%~~13.97% and ~~12.70%~~13.63%, respectively. The increase in these ratios from December 31, ~~2017~~2018 was primarily due to net income added to retained earnings. ~~The increase in these ratios was primarily due to the Company's capital raise that occurred during the second quarter of 2018.~~

The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.

The Company enters into 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 lines of credit, letters of credit and other commitments to extend credit. The total outstanding commitments at ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 were ~~$481~~$538 million and ~~$440~~$512 million, respectively.

Federal Deposit Insurance Corporation Insurance Coverage. As a FDIC-insured ~~institutions,~~institution First Mid Bank is required to pay deposit insurance premium assessments to the FDIC. A number of requirements with respect to the FDIC insurance system have ~~affect~~affected results, including insurance assessment rates. The Company expensed ~~$668,000~~$464,000 and ~~$582,000~~$514,000 for this assessment during the first ~~nine~~six months of ~~2018~~2019 and ~~2017~~2018, respectively.

In addition to its insurance assessment, through March 29, 2019, each insured bank iswas subject to quarterly debt service assessments in connection with bonds issued by a government corporation that financed the federal savings and loan bailout. The Company expensed ~~$72,000~~$12,000 and ~~$97,000~~$52,000 during the first ~~nine~~six months of ~~2018~~2019 and ~~2017~~2018 for this assessment, respectively.

Basel III. In September 2010, the Basel Committee on Banking Supervision proposed higher global minimum capital standards, including a minimum Tier 1 common capital ratio and additional capital and liquidity requirements. On July 2, 2013, the Federal Reserve Board approved a final rule to implement these reforms and changes required by the Dodd-Frank Act. This final rule was subsequently adopted by the OCC and the FDIC.

As included in the proposed rule of June 2012, the final rule includes new risk-based capital and leverage ratios, which will be phased in from 2015 to 2019, and refines the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and First Mid ~~Bank and First~~ Bank beginning in 2015 are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The rule also establishes a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement is being phased in beginning in January 2016 at 0.625% of risk weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount.

The final rule also makes three changes to the proposed rule of June 2012 that impact the Company. First, the proposed rule would have required banking organizations to include accumulated other comprehensive income (“AOCI”) in common equity tier 1 capital. AOCI includes accumulated unrealized gains and losses on certain assets and liabilities that have not been included in net income. Under existing general risk-based capital rules, most components of AOCI are not included in a banking organization's regulatory capital calculations. The final rule allows community banking organizations to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital.

Second, the proposed rule would have modified the risk-weight framework applicable to residential mortgage exposures to require banking organizations to divide residential mortgage exposure into two categories in order to determine the applicable risk weight. The final rule, however, retains the existing treatment for residential mortgage exposures under the general risk-based capital rules.

Third, the proposed rule would have required banking organizations with total consolidated assets of less than $15 billion as of December 31, 2009, such as the Company, to phase out over ten years any trust preferred securities and cumulative perpetual preferred securities from its Tier 1 capital regulatory capital. The final rule, however, permanently grandfathers into Tier 1 capital of depository institution holding companies with total consolidated assets of less than $15 billion as of December 31, 2009 any trust preferred securities or cumulative perpetual preferred stock issued before May 19, 2010.

See discussion under the heading "Capital Resources" for a description of the Company's and First Mid Bank's risk-based capital.

Critical Accounting Policies and Use of Significant Estimates

The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s ~~2017~~2018 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.

Allowance for Loan Losses. The Company believes the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company use organizational history and experience with credit decisions and related outcomes. The allowance for loan losses represents the best estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. The Company formally evaluates the allowance for loan losses quarterly. If the underlying assumptions later prove to be inaccurate based on subsequent loss evaluations, the allowance for loan losses is adjusted.

The Company estimates the appropriate level of allowance for loan losses by separately evaluating impaired and non-impaired loans. A specific allowance is assigned to an impaired loan when expected cash flows or collateral do not justify the carrying amount of the loan. The methodology used to assign an allowance to a non-impaired loan is more subjective. Generally, the allowance assigned to non-impaired loans is determined based on migration analysis of historical net losses on each loan segment with similar risk characteristics, adjusted for qualitative factors including the volume and severity of identified classified loans, changes in economic conditions, changes in credit policies or underwriting standards, and changes in the level of credit risk associated with specific industries and markets. Because the economic and business climate in any given industry or market, and its impact on any given borrower, can change rapidly, the risk profile of the loan portfolio is continually assessed and adjusted when appropriate. Notwithstanding these procedures, there still exists the possibility that the assessment could prove to be significantly incorrect and that an immediate adjustment to the allowance for loan losses would be required.

Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.

Mortgage Servicing Rights. The Company has elected to measure mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.

Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at cost or amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company. If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income.

Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter into our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.

Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount actually recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.

Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of September 30, ~~2017~~2018 as part of the goodwill impairment test and no impairment was identified.

As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.

SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.

The three levels are defined as follows:

Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 — inputs that are unobservable and significant to the fair value measurement.

At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.

Results of Operations

Net Interest Income

The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent (TE) basis in the table that follows. The federal statutory rate in effect of 21% for 2019 and 2018 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $1,085,000 and $963,000 for 2019 and 2018, respectively were 3.63% at June 30, 2019 and 3.66% at June 30, 2018.

4854

The Company’s average balances fully tax equivalent, interest income and interest expense and rates earned or paid for major balance sheet categories are set forth for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 in the following table (dollars in thousands):


	Three months ended September 30, 2018							Three months ended September 30, 2017							Three months ended June 30, 2019							Three months ended June 30, 2018
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
Assets
Interest-bearing deposits with other financial institutions	$	22,426		$	112	1.98	%	$	11,265		$	40	1.44	%	$	81,986		$	555	2.72	%	$	19,904		$	76	1.53	%
Federal funds sold	672			2		1.18	%	490			1		0.83	%	708			4		2.27	%	632			2		1.27	%
Certificates of deposit investments	2,605			13		1.98	%	1,685			9		2.17	%	6,736			37		2.20	%	2,520			12		1.91	%
Investment securities
Taxable	514,414			3,201		2.49	%	579,025			2,984		2.06	%	632,548			4,094		2.59	%	511,833			3,412		2.67	%
Tax-exempt (1)	175,415			1,310		2.99	%	172,617			1,195		2.77	%
Loans (2)	2,375,303			28,850		4.82	%	1,840,570			20,385		4.49	%
Tax-exempt (Municipals)(TE)															184,838			1,699		3.68	%	169,616			1,603		3.78	%
Loans (Net of Unearned Income)(TE)															2,563,960			31,719		4.96	%	2,244,639			25,523		4.56	%
Total earning assets	3,090,835			33,488		4.30	%	2,605,652			24,614		3.83	%	3,470,776			38,108		4.40	%	2,949,144			30,628		4.16	%
Cash and due from banks	48,794							52,458							74,459							43,930
Premises and equipment	47,343							38,877							59,407							44,493
Other assets	184,508							140,768							248,349							160,076
Allowance for loan losses	(22,782		)					(18,595		)					(27,165		)					(24,159		)
Total assets	$	3,348,698						$	2,819,160						$	3,825,826						$	3,173,484
Liabilities and Stockholders' Equity
Interest-bearing deposits
Demand deposits	$	1,232,282		$	904	0.29	%	$	1,131,699		$	500	0.18	%	$	1,284,511		$	1,645	0.51	%	$	1,158,531		$	602	0.21	%
Savings deposits	401,731			147		0.15	%	366,541			119		0.13	%	442,772			155		0.14	%	398,371			145		0.15	%
Time deposits	514,004			1,166		0.90	%	325,070			409		0.51	%	658,723			3,140		1.91	%	462,988			923		0.80	%
Total Interest Bearing Deposits															2,386,006			4,940		0.83	%	2,019,890			1,670		0.33	%
Securities sold under agreements to repurchase	121,443			72		0.24	%	135,327			51		0.15	%	153,872			215		0.56	%	147,633			65		0.18	%
FHLB advances	100,897			559		2.20	%	73,051			283		1.57	%	108,044			696		2.58	%	99,533			475		1.91	%
Fed Funds Purchased	7,584			58		3.03	%	9,467			37		1.59	%	115			1		3.49	%	4,140			22		2.13	%
Junior subordinated debt	28,815			405		5.58	%	23,966			236		3.99	%	29,056			406		5.60	%	27,697			349		5.05	%
Other debt	10,622			90		3.36	%	12,177			106		3.53	%	550			—		—	%	9,375			96		4.11	%
Total borrowings															291,637			1,318		1.81	%	288,378			1,007		1.40	%
Total interest-bearing liabilities	2,417,378			3,401		0.56	%	2,077,298			1,741		0.34	%	2,677,643			6,258		0.94	%	2,308,268			2,677		0.47	%
Non interest-bearing demand deposits	504,274							425,077							606,170					0.76	%	502,694					0.38	%
Other liabilities	10,984							11,472							43,136							5,174
Stockholders' equity	416,062							305,313							498,877							357,348
Total liabilities & equity	$	3,348,698						$	2,819,160						$	3,825,826						$	3,173,484
Net interest income				$	30,087						$	22,873						$	31,850						$	27,951
Net interest spread						3.74	%						3.49	%						3.46	%						3.69	%
Impact of non-interest bearing funds						0.10	%						0.06	%						0.18	%						0.10	%
Net yield on interest- earning assets						3.84	%						3.55	%

TE Net yield on interest- earning assets																				3.64	%						3.79	%
(1) The tax-exempt income is not recorded on a tax equivalent basis. (2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.	(1) The tax-exempt income is not recorded on a tax equivalent basis. (2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.														(1) The tax-exempt income is not recorded on a tax equivalent basis. (2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.

4955


	Nine months ended September 30, 2018							Nine months ended September 30, 2017							Six months ended June 30, 2019							Six months ended June 30, 2018
	Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate		Average Balance			Interest		Average Rate
Assets
Interest-bearing deposits with other financial institutions	$	18,860		$	248	1.76	%	$	30,200		$	217	0.96	%	$	97,019		$	1,252	2.59	%	$	17,048		$	136	1.61	%
Federal funds sold	599			5		1.17	%	11,901			62		0.69	%	686			7		2.06	%	562			3		1.02	%
Certificates of deposit investments	2,273			34		1.99	%	3,867			41		1.42	%	7,040			75		2.15	%	2,105			21		2.04	%
Investment securities:
Taxable	505,062			9,496		2.51	%	579,444			8,999		2.07	%	594,788			7,905		2.66	%	500,309			6,294		2.52	%
Tax-exempt (1)	169,896			3,775		2.96	%	172,447			3,586		2.77	%	200,517			3,469		3.46	%	167,090			3,121		3.74	%
Loans (2)	2,193,568			75,219		4.58	%	1,820,264			61,337		4.51	%
Loans net of unearned income (TE) (2)															2,593,226			63,999		4.98	%	2,101,194			46,677		4.48	%
Total earning assets	2,890,258			88,777		4.11	%	2,618,123			74,242		3.79	%	3,493,276			76,707		4.42	%	2,788,308			56,252		4.06	%
Cash and due from banks	47,745							54,011							69,422							47,212
Premises and equipment	43,333							39,448							59,385							41,295
Other assets	161,267							141,180							248,674							149,453
Allowance for loan losses	(22,458		)					(17,993		)					(26,991		)					(22,293		)
Total assets	$	3,120,145						$	2,834,769						$	3,843,766						$	3,003,975
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity														Liabilities and Stockholders' Equity
Interest-bearing deposits
Demand deposits	$	1,155,724		$	2,037	0.24	%	$	1,129,427		$	1,289	0.15	%	$	1,309,927		$	3,267	0.50	%	$	1,116,810		$	1,133	0.20	%
Savings deposits	388,223			429		0.15	%	368,291			353		0.13	%	439,694			307		0.14	%	381,356			282		0.15	%
Time deposits	438,869			2,683		0.82	%	353,191			1,198		0.45	%	639,656			5,744		1.81	%	400,679			1,517		0.76	%
Total Interest Bearing Deposits															2,389,277			9,318		0.79	%	1,898,845			2,932		0.31	%
Securities sold under agreements to repurchase	143,707			196		0.18	%	149,970			137		0.12	%	168,090			475		0.57	%	155,023			124		0.16	%
FHLB advances	89,527			1,309		1.95	%	53,076			602		1.52	%	113,870			1,419		2.51	%	83,748			750		1.81	%
Fed Funds Purchased	4,883			93		2.55	%	4,334			49		1.50	%	58			1		3.48	%	3,510			34		1.95	%
Junior subordinated debt	26,858			1,013		5.04	%	23,945			680		3.80	%	29,035			844		5.86	%	25,862			608		4.74	%
Other debt	10,101			281		3.72	%	13,987			336		3.22	%	3,680			—		—	%	9,836			191		3.92	%
Total borrowings															314,733			2,739		1.75	%	277,979			1,707		1.24	%
Total interest-bearing liabilities	2,257,892			8,041		0.48	%	2,096,221			4,644		0.30	%	2,704,010			12,057		0.90	%	2,176,824			4,639		0.43	%
Non interest-bearing demand deposits	492,775							434,201							605,735					0.73	%	486,930					0.35	%
Other liabilities	8,294							8,912							42,882							6,931
Stockholders' equity	361,184							295,435							491,139							333,290
Total liabilities & equity	$	3,120,145						$	2,834,769						$	3,843,766						$	3,003,975
Net interest income				$	80,736						$	69,598						$	64,650						$	51,613
Net interest spread						3.63	%						3.49	%						3.52	%						3.63	%
Impact of non-interest bearing funds						0.10	%						0.06	%						0.17	%						0.10	%
Net yield on interest- earning assets						3.73	%						3.55	%
TE Net yield on interest- earning assets																				3.69	%						3.73	%

(1) The tax-exempt income is not recorded on a tax equivalent basis.

(2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.

5056

Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and

interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three and ~~nine~~six-months ended ~~September~~June 30, ~~2018~~,2019, compared to the same periods in ~~2017~~2018 (in thousands):


	Three months ended September 30, 2018 compared to 2017 Increase / (Decrease)									Nine months ended September 30, 2018 compared to 2017 Increase / (Decrease)								Three months ended June 30, 2019 compared to 2018 Increase / (Decrease)									Six months ended June 30, 2019 compared to 2018 Increase / (Decrease)
	Total Change			Volume (1)			Rate (1)			Total Change			Volume (1)			Rate (1)		Total Change			Volume (1)			Rate (1)			Total Change			Volume (1)			Rate (1)
Earning Assets:
Interest-bearing deposits	$	72		$	52		$	20		$	31		$	(141	)	$	172	$	479		$	383		$	96		$	1,116		$	988		$	128
Federal funds sold	1			1			—			(57		)	(99		)	42		2			—			2			4			1			3
Certificates of deposit investments	4			9			(5		)	(7		)	(26		)	19		25			23			2			54			52			2
Investment securities:
Taxable	217			(1,659		)	1,876			497			(1,733		)	2,230		682			1,331			(649		)	1,611			1,245			366
Tax-exempt (2)	115			19			96			189			(54		)	243		96			141			(45		)	348			590			(242		)
Loans (3)	8,465			6,756			1,709			13,882			12,905			977
Loans (2) (3)																		6,196			3,833			2,363			17,322			11,731			5,591
Total interest income	8,874			5,178			3,696			14,535			10,852			3,683		7,480			5,711			1,769			20,455			14,607			5,848
Interest-Bearing Liabilities:
Interest-bearing deposits
Demand deposits	404			51			353			748			28			720		1,043			74			969			2,134			220			1,914
Savings deposits	28			11			17			76			20			56		10			56			(46		)	25			71			(46		)
Time deposits	757			327			430			1,485			339			1,146		2,217			518			1,699			4,227			1,274			2,953
Securities sold under agreements to repurchase	21			(33		)	54			59			(10		)	69		150			3			147			351			11			340
FHLB advances	276			134			142			707			501			206		221			43			178			669			322			347
Federal Funds Purchased	21			(45		)	66			44			7			37		(21		)	(81		)	60			(33		)	(78		)	45
Junior subordinated debt	169			57			112			333			91			242		57			18			39			236			80			156
Other debt	(16		)	(12		)	(4		)	(55		)	(125		)	70		(96		)	(47		)	(49		)	(191		)	(73		)	(118		)
Total interest expense	1,660			490			1,170			3,397			851			2,546		3,581			584			2,997			7,418			1,827			5,591
Net interest income	$	7,214		$	4,688		$	2,526		$	11,138		$	10,001		$	1,137	$	3,899		$	5,127		$	(1,228	)	$	13,037		$	12,780		$	257

(1) Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.

(2) The tax-exempt income is not recorded on a tax-equivalent basis.

(3) Nonaccrual loans have been included in the average balances.

~~Net~~The tax effected net interest income increased ~~$11.1~~$13.1 million, or ~~16.0%~~25.5%, to ~~$80.7~~$64.7 million for the ~~nine~~six months ended~~September~~ June 30, ~~2018~~,2019, from ~~$69.6~~$51.6 million for the same period in ~~2017.~~2018. Net interest income increased primarily due to the growth in average earning assets including loans and investments acquired from SCB and First Bank. The net interest margin ~~increased~~decreased primarily due to a higher cost of deposits and borrowings offset by higher yields on ~~investments.~~loans and investments and additional accretion income from the acquisitions.

For the ~~nine~~six months ended~~September~~ June 30, ~~2018~~,2019, average earning assets increased by ~~$272.1~~$705.0 million, or ~~10.4%~~25.3%, and average interest-bearing liabilities increased ~~$161.7~~$527.2 million or ~~7.7%~~24.2%, compared with average balances for the same period in ~~2017~~2018.

5157

The changes in average balances for these periods are shown below:

Average interest-bearing deposits ~~held by the Company decreased $11.3~~with other financial institutions increased $80.0 million or ~~37.5%~~469.1%.

Average federal funds sold ~~decreased $11.3~~increased $0.1 million or ~~95.0%~~22.1%.

Average certificates of deposits investments ~~decreased~~increased $~~1.6~~4.9 million or ~~41.2%~~234.4%

Average loans increased by ~~$373.3~~$492.0 million or ~~20.5%~~23.4%.

Average securities ~~decreased~~increased by ~~$76.9~~$127.9 million or ~~10.2%~~19.2%.

Average interest-bearing customer deposits increased by ~~$131.9~~$490.4 million or ~~7.1%~~25.8%.

Average securities sold under agreements to repurchase ~~decreased~~increased by ~~$6.3~~$13.1 million or ~~4.2%~~8.4%.

Average borrowings and other debt increased by ~~$36.0~~$23.7 million or ~~37.8%~~19.3%.

Net interest margin ~~increased~~decreased to 3.69% for the first six months of 2019 from 3.73% for the first ~~nine months~~ ~~of 2018 from 3.55% for the first~~ ~~nine~~six months of ~~2017~~2018.

To compare the tax-exempt yields on interest-earning assets to taxable yields, the Company also computes non-GAAP net interest income on a tax equivalent basis (TE) where the interest earned on tax-exempt loans and securities is adjusted to an amount comparable to interest subject to normal income taxes assuming a federal tax rate of 21% (referred to as the tax equivalent adjustment). The year-to-date net yield on interest-earning assets (TE) was 3.80% and 3.68% for the first ~~nine months~~ ~~of 2018 and~~ ~~2017, respectively. The TE adjustments to net interest income for the~~ ~~nine months~~ ~~ended~~ ~~September 30, 2018 and 2017~~ ~~were $1,481,000 and $2,547,000, respectively.~~

Provision for Loan Losses

The provision for loan losses for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 was ~~$5,483,000~~$1,038,000 and ~~$5,051,000,~~$2,932,000, respectively. The ~~increase~~decrease in provision expense was primarily due to a ~~increase~~decrease in loan volume. Net charge-offs were ~~$1,621,000~~$868,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~,2019, compared to net charge offs of ~~$3,215,000~~$864,000 for ~~September~~June 30, ~~2017.~~2018. Nonperforming loans were ~~$27.9~~$25.8 million and ~~$19.8~~$24.7 million as of ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.

Other Income

An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three and ~~nine~~six-months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):


	Three months ended September 30,							Nine months ended September 30,							Three months ended June 30,							Six months ended June 30,
	2018		2017		$ Change			2018		2017		$ Change			2019		2018		$ Change			2019		2018		$ Change
Trust revenues	$	919	$	925	$	(6	)	$	2,934	$	2,696	$	238
Brokerage commissions	660		536		124			1,986		1,550		436
Wealth management revenues															$	3,587	$	1,599	$	1,988		$	7,232	$	3,341	$	3,891
Insurance commissions	877		670		207			3,202		3,148		54			3,760		838		2,922			9,315		2,325		6,990
Service charges	2,009		1,758		251			5,447		5,160		287			1,959		1,803		156			3,761		3,438		323
Security gains, net	—		254		(254		)	901		589		312			218		881		(663		)	272		901		(629		)
Mortgage banking revenue, net	368		347		21			939		875		64			346		410		(64		)	585		571		14
ATM / debit card revenue	1,979		1,595		384			5,443		4,828		615			2,202		1,860		342			4,218		3,464		754
Bank Owned Life Insurance	342		792		(450		)	933		1,355		(422		)	447		315		132			877		591		286
Other	765		784		(19		)	1,982		2,925		(943		)	1,069		655		414			1,967		1,217		750
Total other income	$	7,919	$	7,661	$	258		$	23,767	$	23,126	$	641		$	13,588	$	8,361	$	5,227		$	28,227	$	15,848	$	12,379

Following are explanations of the changes in these other income categories for the three months ended ~~September~~June 30, ~~2018~~2019 compared to the same period in ~~2017:~~2018:

~~Trust~~Wealth management revenues ~~decreased $6,000~~increased $1,988,000 or ~~0.6%~~124.3% to ~~$919,000~~$3,587,000 from ~~$925,000. Trust assets, at~~$1,599,000 primarily from increases in market value ~~were $1,163.6 million at September 30, 2018 compared to $895.6 million at September 30, 2017.~~and revenue from defined contribution and other retirement accounts, an increase in revenue from brokerage accounts from new business development efforts, and farm management and brokerage services and additional trust accounts added with the acquisition of SCB.

~~Revenues~~Insurance commissions increased $2,922,000 or 348.7% to $3,760,000 from ~~brokerage increased $124,000 or 23.1% to $660,000 from $536,000~~$838,000 primarily due to an increase in insurance activities and revenues following the ~~number~~acquisition of ~~brokerage accounts from new business development efforts.~~

Insurance commissions increased $207,000 or 30.9% to $877,000 from $670,000 primarily due to an increase in commissions and contingency income received from carriers based on claims experience during 2018 compared to 2017.SCB.

Fees from service charges increased ~~$251,000~~$156,000 or ~~14.3%~~8.7% to ~~$2,009,000~~$1,959,000 from ~~$1,758,000~~$1,803,000 primarily due to ~~a increase in~~additional income from ~~the First Bank acquisition~~SCB transactions offset by a decrease in service charges based on the number of deposit transactions.

The sale of securities during the three months ended ~~September~~June 30, ~~2018~~2019 resulted in net securities gains of $0$218,000 compared to ~~$254,000~~$881,000 during the three months ended ~~September~~June 30, ~~2017.~~2018.

Mortgage banking income ~~increased $21,000~~decreased $64,000 or ~~6.1%~~15.6% to ~~$368,000~~$346,000 from ~~$347,000.~~$410,000. Loans sold balances were as follows:

$~~19.9~~22.0 million (representing ~~151~~168 loans) for the three months ended ~~September~~June 30, ~~2018~~2019

$~~12.7~~16.9 million (representing ~~124~~136 loans) for the three months ended ~~September~~June 30, ~~2017~~2018

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

Revenue from ATMs and debit cards increased ~~$384,000~~$342,000 or ~~24.1%~~18.4% to ~~$1,979,000~~$2,202,000 from ~~$1,595,000~~$1,860,000 primarily due to an increase in electronic ~~transactions.~~transactions from the SCB and First Bank acquisitions that occurred in the second and fourth quarters of 2018, respectively.

Bank owned life insurance income ~~decreased $450,000~~increased $132,000 or ~~56.8%~~41.9%. The ~~decrease was primarily due to a death benefit~~Company acquired $8.6 million in bank owned life insurance from First Bank acquisition in the second quarter of ~~$511,000 received~~2018, and acquired $13.6 million in ~~2017 that did not occur~~bank owned life insurance from SCB acquisition in the fourth quarter of 2018.

Other income ~~decreased $19,000~~increased $414,000 or ~~2.4%~~63.2% to ~~$765,000~~$1,069,000 from ~~$784,000~~$655,000 primarily due to ~~income tax refunds received~~increases in ~~2017 resulting~~miscellaneous fees and revenues from ~~overpayment of taxes in 2016 by~~SCB and First ~~Clover Leaf Financial and a decline in loan late charges and closing fees resulting from less loan transaction activity.~~Bank acquisitions.

Following are explanations of the changes in these other income categories for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the same period in ~~2017~~2018:

~~Trust~~Wealth management revenues increased ~~$238,000~~$3,891,000 or ~~8.8%~~116.5% to ~~$2,934,000~~$7,232,000 from ~~$2,696,000~~$3,341,000 primarily from ~~an increase~~increases in market value and revenue from defined contribution and other retirement accounts, ~~due to increases~~an increase in revenue from brokerage accounts from new business development efforts, and farm management and brokerage services and additional trust accounts added with the ~~market value~~acquisition of ~~the assets. Trust assets, at market value, were $1,163.6 million at September 30, 2018 compared to $895.6 million at September 30, 2017.~~SCB.

~~Revenues~~Insurance commissions increased $6,990,000 or 300.6% to $9,315,000 from ~~brokerage increased $436,000 or 28.1% to $1,986,000 from $1,550,000~~$2,325,000 primarily due to an increase in insurance activities and revenues following the ~~number~~acquisition of ~~brokerage accounts from new business development efforts.~~

Insurance commissions increased $54,000 or 1.7% to $3,202,000 from $3,148,000 primarily due to an increase in commissions and contingency income received from carriers based on claims experience during 2018 compared to 2017.SCB.

Fees from service charges increased ~~$287,000~~$323,000 or ~~5.6%~~9.4% to ~~$5,447,000~~$3,761,000 from ~~$5,160,000~~$3,438,000 primarily due to ~~a increase in~~additional income from ~~the First Bank acquisition~~SCB transactions offset by a decrease in service charges based on the number of deposit transactions.

The sale of securities during the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 resulted in net securities gains of ~~$901,000~~$272,000 compared to ~~$589,000~~$901,000 during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018.

Mortgage banking income increased ~~$64,000~~$14,000 or ~~7.3%~~2.5% to ~~$939,000~~$585,000 from ~~$875,000.~~$571,000. Loans sold balances were as follows:

$~~48.3~~34.4 million (representing ~~373~~270 loans) for the ~~nine~~six months ended June 30, 2019

$28.4 million (representing 222 loans) for the six months ended ~~September~~June 30, 2018

~~$44.2 million (representing 365 loans) for the nine months ended~~ ~~September 30, 2017~~

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

Revenue from ATMs and debit cards increased $754,000 or 21.8% to $4,218,000 from $3,464,000 primarily due to an increase in electronic transactions from the SCB and First Bank acquisitions that occurred in the second and fourth quarters of 2018, respectively.

53Bank owned life insurance income increased $286,000 or 48.4%. The Company acquired $8.6 million in bank owned life insurance from First Bank acquisition in the second quarter of 2018, and acquired $13.6 million in bank owned life insurance from SCB acquisition in the fourth quarter of 2018.

Other income increased $750,000 or 61.6% to $1,967,000 from $1,217,000 primarily due to increases in miscellaneous fees and revenues from SCB and First Bank acquisitions.

~~Revenue from ATMs and debit cards increased $615,000 or 12.7% to $5,443,000 from $4,828,000 due to an increase in electronic transactions.~~

~~Bank owned life insurance income decreased $422,000 or 31.1%. The decrease was primarily due to a death benefit of $511,000 received in 2017 that did not occur in 2018.~~

Other income decreased $943,000 or 32.2% to $1,982,000 from $2,925,000 primarily due to income tax refunds received in 2017 resulting from overpayment of taxes in 2016 by First Clover Leaf Financial and a decline in loan late charges and closing fees resulting from less loan transaction activity.

Other Expense

~~The major categories of other expense include salaries and employee benefits, occupancy and equipment expenses and other operating expenses associated with day-to-day operations.~~ The following table sets forth the major components of other expense for the three and ~~nine~~six-months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):


	Three months ended September 30,								Nine months ended September 30,							Three months ended June 30,							Six months ended June 30,
	2018			2017		$ Change			2018		2017		$ Change			2019		2018		$ Change			2019		2018		$ Change
Salaries and employee benefits	$	11,600		$	9,648	$	1,952		$	32,851	$	29,685	$	3,166		$	15,565	$	11,057	$	4,508		$	32,139	$	21,251	$	10,888
Net occupancy and equipment expense	3,530			3,129		401			10,308		9,378		930			4,543		3,505		1,038			8,998		6,778		2,220
Net other real estate owned expense (income)	(61		)	385		(446		)	22		530		(508		)
Net other real estate owned expense																188		7		181			241		83		158
FDIC insurance	174			210		(36		)	740		679		61			197		285		(88		)	476		566		(90		)
Amortization of intangible assets	838			545		293			2,059		1,651		408			1,823		716		1,107			3,179		1,221		1,958
Stationery and supplies	328			168		160			725		539		186			264		186		78			551		397		154
Legal and professional	1,071			871		200			3,925		2,596		1,329			1,304		1,717		(413		)	2,498		2,854		(356		)
Marketing and donations	468			338		130			1,253		909		344			481		431		50			935		785		150
Other operating expenses	6,542			2,618		3,924			11,777		9,102		2,675			5,822		2,892		2,930			9,480		5,235		4,245
Total other expense	$	24,490		$	17,912	$	6,578		$	63,660	$	55,069	$	8,591		$	30,187	$	20,796	$	9,391		$	58,497	$	39,170	$	19,327

Following are explanations for the changes in these other expense categories for the three months ended ~~September~~June 30, ~~2018~~2019 compared to the same period in ~~2017:~~2018:

Salaries and employee benefits, the largest component of other expense, increased ~~$1,952,000~~$4,508,000 or ~~20.2%~~40.8% to ~~$11,600,000~~$15,565,000 from ~~$9,648,000.~~$11,057,000. The increase is primarily due to ~~the addition of 112~~additional employees from the First Bank acquisition ~~on May 1,~~in the second quarter of 2018, additional employees from SCB acquisition in the fourth quarter of 2018, and merit increases in ~~2018~~2019 for continuing employees during the first quarter of ~~2018.~~2019. There were ~~686~~826 and ~~584~~711 full-time equivalent employees at ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

Occupancy and equipment expense increased ~~$401,000~~$1,038,000 or ~~12.8%~~29.6% to ~~$3,530,000~~$4,543,000 from ~~$3,129,000.~~$3,505,000. The increase was primarily due to increases maintenance and repair expense, rent expense, and building insurance related to the ~~acquisition~~acquisitions of First Bank ~~during the second quarter of 2018.~~and SCB.

Net other real estate owned expense ~~(income) decreased $446,000~~increased $181,000 or ~~115.8%~~2,585.7% to ~~$(61,000)~~$188,000 from ~~$385,000.~~$7,000. The ~~decrease~~increase in ~~2018~~2019 was primarily due to more losses on properties sold during ~~2017~~2019 than properties sold induring 2018.

Expense for amortization of intangible assets increased ~~$293,000~~$1,107,000 or ~~53.8%~~154.6% to ~~$838,000~~$1,823,000 from ~~$545,000~~$716,000 for the three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The increase in ~~2018~~2019 was due to amortization of additional core deposit intangibles ~~amortization~~ from the First Bank and SCB acquisition, ~~of First Bank.~~customer list intangibles from the SCB acquisition and a mortgage servicing rights impairment reserve recorded.

Other operating expenses increased ~~$3,924,000~~$2,930,000 or ~~149.9%~~101.3% to ~~$6,542,000~~$5,822,000 in 2019 from $2,892,000 in 2018 ~~from $2,618,000~~primarily due to an increase in ~~2017 primarily due~~loan collection expenses and costs associated with the ~~acquisition~~merger of SCB into First Mid Bank.

On a net basis, all other categories of operating expenses ~~increased $454,000~~decreased $373,000 or ~~28.6%~~14.2% to ~~$2,041,000~~$2,246,000 in ~~2018~~2019 from ~~$1,587,000~~$2,619,000 in ~~2017.~~2018. The ~~increase~~decrease is primarily due to ~~an increase~~decreases in FDIC insurance expense and legal and professional ~~fees primarily associated with the acquisition of First Bank.~~expenses.

Following are explanations for the changes in these other expense categories for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the same period in ~~2017~~2018:

Salaries and employee benefits, the largest component of other expense, increased ~~$3,166,000~~$10,888,000 or ~~10.7%~~51.2% to ~~$32,851,000~~$32,139,000 from ~~$29,685,000.~~$21,251,000. The increase is primarily due to ~~the addition of 112~~additional employees from the First Bank acquisition in the second quarter of 2018, additional employees from SCB acquisition in the fourth quarter of 2018, and merit increases in ~~2018~~2019 for continuing employees during the first quarter of ~~2018.~~2019. There were ~~686~~826 and ~~584~~711 full-time equivalent employees at ~~September~~June 30, 2019 and 2018, ~~and 2017,~~ respectively.

Occupancy and equipment expense increased ~~$930,000~~$2,220,000 or ~~9.9%~~32.8% to ~~$10,308,000~~$8,998,000 from ~~$9,378,000.~~$6,778,000. The increase was primarily due to increases maintenance and repair expense, rent expense, and building insurance related to the ~~acquisition~~acquisitions of First ~~Bank.~~Bank and SCB.

Net other real estate owned expense ~~decreased $508,000~~increased $158,000 or ~~95.8%~~190.4% to ~~$22,000~~$241,000 from ~~$530,000.~~$83,000. The ~~decrease~~increase in ~~2018~~2019 was primarily due to more ~~gains~~losses on properties sold during ~~2017~~2019 than properties sold during 2018.

Expense for amortization of intangible assets increased ~~$408,000~~$1,958,000 or ~~24.7%~~160.4% to ~~$2,059,000~~$3,179,000 from ~~$1,651,000~~$1,221,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, respectively. The increase in ~~2018~~2019 was due to amortization of additional core deposit intangibles from the First Bank ~~acquisition.~~and SCB acquisition, customer list intangibles from the SCB acquisition and a mortgage servicing rights impairment reserve recorded.

Other operating expenses increased ~~$2,675,000~~$4,245,000 or ~~29.4%~~81.1% to ~~$11,777,000~~$9,480,000 in 2019 from $5,235,000 in 2018 ~~from $9,102,000~~primarily due to an increase in ~~2017~~ ~~primarily due~~loan collection expenses and costs associated with the merger of ~~First Clover Leaf Bank~~SCB into First Mid ~~Bank during the first quarter of 2017.~~

Bank.

On a net basis, all other categories of operating expenses ~~increased $1,920,000~~decreased $142,000 or ~~40.7%~~3.1% to ~~$6,643,000~~$4,460,000 in ~~2018~~2019 from ~~$4,723,000~~$4,602,000 in ~~2017~~2018. The ~~increase~~decrease is primarily due to ~~an increase in~~decreases FDIC insurance assessments and legal and professional ~~fees primarily associated with the acquisition of First Bank.~~fees.

Income Taxes

Income tax expense for the three months ended September 30, 2018, amounted to $2.7 million (24.9% effective tax rate) compared to $3.5 million (31.8% effective tax rate) for the three months ended September 30, 2017. Total income tax expense amounted to ~~$8.7~~$8.0 million ~~(24.6%~~(24.7% effective tax rate) for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, compared to ~~$10.5~~$6.0 million ~~(32.3%~~(24.4% effective tax rate) for the same period in 2017. The decline in effective tax rate for the nine months ended September 30, 2018 compared to the same period in 2017 is primarily due to a change in the federal statutory corporate tax rate from 35% to 21% effective January 1, 2018 following the enactment of certain tax reforms through the ~~Tax Cuts and Jobs Act, offset by an increase in, the State of Illinois tax rate from 7.75% to 9.50% beginning July 1, 2017.~~2018.

The Company files U.S. federal and state of Illinois, Indiana, and Missouri income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before ~~2015.~~2016.

5561

Analysis of Balance Sheets

Securities

The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (dollars in thousands):


	September 30, 2018				December 31, 2017				June 30, 2019				December 31, 2018
	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	196,774	2.27	%	$	185,128	1.98	%	$	261,523	2.39	%	$	270,816	2.38	%
Obligations of states and political subdivisions	176,273		2.99	%	165,037		2.86	%	181,353		2.96	%	193,195		2.94	%
Mortgage-backed securities: GSE residential	310,122		2.85	%	295,778		2.59	%	370,752		2.83	%	304,372		2.86	%
Trust preferred securities	—		—	%	2,893		2.15	%
Other securities	2,269		3.19	%	2,039		2.50	%	3,278		3.63	%	2,278		3.58	%
Total securities	$	685,438	2.68	%	$	650,875	2.55	%	$	816,906	2.72	%	$	770,661	2.72	%

At ~~September~~June 30, ~~2018~~,2019, the Company’s investment portfolio increased by ~~$34.6~~$46.2 million from December 31, ~~2017~~2018 ~~primarily due to securities added in the acquisition of First Bank, net of declines due to securities that were sold to provide cash flow to fund loans.~~. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of ~~September~~June 30, ~~2018~~2019 for certain investment securities (in thousands):


	Amortized Cost		Estimated Fair Value			Average Credit Rating of Fair Value at September 30, 2018 (1)																	Amortized Cost				Estimated Fair Value			Average Credit Rating of Fair Value at June 30, 2019 (1)
	Amortized Cost				AAA			AA +/-			A +/-			BBB +/-			< BBB -			Not rated						AAA				AA +/-			A +/-			BBB +/-			< BBB -			Not rated
Available-for-sale:			Estimated Fair Value																								Estimated Fair Value
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	127,365	$	122,669		$	—		$	122,669		$	—		$	—		$	—		$	—	Amortized Cost	$	192,035			$	193,424		$	—		$	193,424		$	—		$	—		$	—		$	—
Obligations of state and political subdivisions	176,273		173,346			13,452			106,725			49,887			491			—			2,791		181,353				186,229			17,338			119,839			46,946			504			—			1,602
Mortgage-backed securities (2)	310,122		300,669			1,012			—			—			—			—			299,657		370,752				374,646			1,055			—			—			—			—			373,591
Other securities	2,269		2,396			—			—			—			2,015			—			381		3,278				3,391			—			—			—			2,007			—			1,384
Total available-for-sale	$	616,029	$	599,080		$	14,464		$	229,394		$	49,887		$	2,506		$	—		$	302,829	$	747,418			$	757,690		$	18,393		$	313,263		$	46,946		$	2,511		$	—		$	376,577
Held-to-maturity:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	69,409	$	67,395		$	—		$	67,395		$	—		$	—		$	—		$	—	$	69,488			$	69,441		$	—		$	69,441		$	—		$	—		$	—		$	—

(1) Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency.

(2) Mortgage-backed securities include mortgage-backed securities (MBS) and collateralized mortgage obligation (CMO) issues from the following government sponsored enterprises: FHLMC, FNMA, GNMA and FHLB. While MBS and CMOs are no longer explicitly rated by credit rating agencies, the industry recognizes that they are backed by agencies which have an implied government guarantee.

5662

Other-than-temporary Impairment of Securities

Declines in the fair value, or unrealized losses, of all available for sale investment securities, are reviewed to determine whether the losses are either a temporary impairment or OTTI. Temporary adjustments are recorded when the fair value of a security fluctuates from its historical cost. Temporary adjustments are recorded in accumulated other comprehensive income, and impact the Company’s equity position. Temporary adjustments do not impact net income. A recovery of available for sale security prices also is recorded as an adjustment to other comprehensive income for securities that are temporarily impaired, and results in a positive impact to the Company’s equity position.

OTTI is recorded when the fair value of an available for sale security is less than historical cost, and it is probable that all contractual cash flows will not be collected. Investment securities are evaluated for OTTI on at least a quarterly basis. In conducting this assessment, the Company evaluates a number of factors including, but not limited to:

how much fair value has declined below amortized cost;

how long the decline in fair value has existed;

the financial condition of the issuers;

contractual or estimated cash flows of the security;

underlying supporting collateral;

past events, current conditions and forecasts;

significant rating agency changes on the issuer; and

the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

If the Company intends to sell the security or if it is more likely than not the Company will be required to sell the security before recovery of its amortized cost basis, the entire amount of OTTI is recorded to noninterest income, and therefore, results in a negative impact to net income. Because the available for sale securities portfolio is recorded at fair value, the conclusion as to whether an investment decline is other-than-temporarily impaired, does not significantly impact the Company’s equity position, as the amount of the temporary adjustment has already been reflected in accumulated other comprehensive income/loss.

If the Company does not intend to sell the security and it is not more-likely-than-not it will be required to sell the security before recovery of its amortized cost basis, only the amount related to credit loss is recognized in earnings. In determining the portion of OTTI that is related to credit loss, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. The remaining portion of OTTI, related to other factors, is recognized in other comprehensive earnings, net of applicable taxes.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a general lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. See Note 3 -- Investment Securities in the Notes to Condensed Consolidated Financial Statements (unaudited) for a discussion of the Company’s evaluation and subsequent charges for OTTI.

5763

Loans

The loan portfolio (net of unearned interest) is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio, including loans held for sale, as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018		% Outstanding Loans		December 31, 2017		% Outstanding Loans		June 30, 2019		% Outstanding Loans		December 31, 2018		% Outstanding Loans
Construction and land development	$	91,355	3.8	%	$	107,594	5.5	%	$	57,069	2.2	%	$	50,619	1.9	%
Agricultural real estate	191,724		8.0	%	127,183		6.6	%	229,924		9.0	%	231,700		8.8	%
1-4 Family residential properties	367,343		15.3	%	293,667		15.1	%	355,143		13.9	%	373,518		14.1	%
Multifamily residential properties	100,368		4.2	%	61,798		3.2	%	167,709		6.6	%	184,051		7.0	%
Commercial real estate	814,574		33.9	%	681,757		35.2	%	888,711		35.1	%	906,850		34.2	%
Loans secured by real estate	1,565,364		65.2	%	1,271,999		65.6	%	1,698,556		66.8	%	1,746,738		66.0	%
Agricultural loans	120,770		5.0	%	86,631		4.5	%	118,216		4.6	%	135,877		5.1	%
Commercial and industrial loans	540,387		22.6	%	444,263		22.9	%	530,405		20.8	%	557,011		21.1	%
Consumer loans	57,248		2.4	%	29,749		1.5	%	84,907		3.3	%	91,516		3.5	%
All other loans	116,391		4.8	%	106,859		5.5	%	114,459		4.5	%	113,377		4.3	%
Total loans	$	2,400,160	100.0	%	$	1,939,501	100.0	%	$	2,546,543	100.0	%	$	2,644,519	100.0	%

Gross loan balances ~~increased $460.7~~decreased $98.0 million, or ~~23.75%~~3.70% primarily due to ~~the~~seasonal declines in agricultural loans of about $17.6 million and declines in commercial and industrial loans of approximately $26.6 million, 1-4 Family residential properties of approximately $18.3 million, commercial real estate $18.1 million, multifamily residential properties of approximately $16.3 million primarily due to acquired ~~from First Bank.~~loans becoming paid off. The balance of real estate loans held for sale, included in the balances shown above, amounted to ~~$940,000~~$1,717,000 and ~~$1,025,000~~$1,508,000 as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018, respectively.

Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.

The following table summarizes the loan portfolio geographically by branch region as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (dollars in thousands):


	September 30, 2018				December 31, 2017				June 30, 2019				December 31, 2018
	Principal balance		% Outstanding Loans		Principal balance		% Outstanding loans		Principal balance		% Outstanding Loans		Principal balance		% Outstanding loans
Central region	558,047		23.2	%	543,938		28.0	%	$	544,426	21.4	%	$	571,909	21.7	%
Sullivan region	383,192		16.0	%	167,977		8.7	%	384,967		15.1	%	375,407		14.2	%
Decatur region	507,115		21.1	%	378,867		19.5	%	596,906		23.5	%	501,743		19.0	%
Peoria region	284,268		11.8	%	189,639		9.8	%	377,208		14.8	%	291,283		11.0	%
Highland region	534,235		22.3	%	525,983		27.1	%	519,882		20.4	%	518,881		19.6	%
Southern region	133,303		5.6	%	133,097		6.9	%	123,154		4.8	%	133,225		5.0	%
Soy Capital Bank									—		—	%	252,071		9.5	%
Total all regions	$	2,400,160	100.0	%	$	1,939,501	100.0	%	$	2,546,543	100.0	%	$	2,644,519	100.0	%

Loans are geographically dispersed among these regions located in central and southwestern Illinois. While these regions have experienced some economic stress during ~~2018~~2019 and ~~2017,~~2018, the Company does not consider these locations high risk areas since these regions have not experienced the significant declines in real estate values seen in some other areas in the United States.

5864

The Company does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of total risk-based capital for the periods shown above. At ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018, the Company did have industry loan concentrations in excess of 25% of total risk-based capital in the following industries (dollars in thousands):


	September 30, 2018				December 31, 2017				June 30, 2019				December 31, 2018
	Principal balance		% Outstanding Loans		Principal balance		% Outstanding Loans		Principal balance		% Outstanding Loans		Principal balance		% Outstanding Loans
Other grain farming	$	236,804	9.87	%	$	170,758	8.80	%	$	264,140	10.37	%	$	276,142	10.44	%
Lessors of non-residential buildings	235,239		9.80	%	185,967		9.59	%	235,032		9.23	%	250,495		9.47	%
Lessors of residential buildings & dwellings	230,177		9.59	%	131,756		6.79	%	288,422		11.33	%	289,169		10.93	%
Hotels and motels	129,495		5.40	%	131,702		6.79	%	127,094		4.99	%	129,216		4.89	%
Other Gambling Industries	96,312		4.01	%	95,713		4.93	%	90,060		3.54	%	105,959		3.98	%

Concentration in other gambling industries is less than 25% of total risk-based capital as of June 30, 2019, but is included for comparative purposes. The Company had no further industry loan concentrations in excess of 25% of total risk-based capital.

The following table presents the balance of loans outstanding as of ~~September~~June 30, ~~2018~~,2019, by contractual maturities (in thousands):


	Maturity (1)								Maturity (1)
	One year or less(2)		Over 1 through 5 years		Over 5 years		Total		One year or less(2)		Over 1 through 5 years		Over 5 years		Total
Construction and land development	$	69,914	$	5,801	$	15,640	$	91,355	$	22,089	$	12,157	$	22,823	$	57,069
Agricultural real estate	8,589		48,546		134,589		191,724		14,637		78,818		136,469		229,924
1-4 Family residential properties	29,049		79,514		258,780		367,343		26,975		70,871		257,297		355,143
Multifamily residential properties	12,245		50,323		37,800		100,368		11,254		111,814		44,641		167,709
Commercial real estate	75,138		322,363		417,073		814,574		67,152		390,431		431,128		888,711
Loans secured by real estate	194,935		506,547		863,882		1,565,364		142,107		664,091		892,358		1,698,556
Agricultural loans	97,040		21,121		2,609		120,770		96,060		18,737		3,419		118,216
Commercial and industrial loans	224,985		259,302		56,100		540,387		200,366		251,890		78,149		530,405
Consumer loans	5,574		44,564		7,110		57,248		4,731		70,554		9,622		84,907
All other loans	16,436		37,142		62,813		116,391		14,208		30,491		69,760		114,459
Total loans	$	538,970	$	868,676	$	992,514	$	2,400,160	$	457,472	$	1,035,763	$	1,053,308	$	2,546,543

(1) Based upon remaining contractual maturity.

(2) Includes demand loans, past due loans and overdrafts.

As of ~~September~~June 30, ~~2018,~~2019, loans with maturities over one year consisted of approximately ~~$1.4~~$1.5 billion in fixed rate loans and approximately ~~$469~~$542 million in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.

Nonperforming Loans and Nonperforming Other Assets

Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “troubled debt restructurings”. Repossessed assets include primarily repossessed real estate and automobiles.

The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual

status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.

Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.

The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Nonaccrual loans	$	25,334		$	16,659		$	22,994		$	27,298
Restructured loans which are performing in accordance with revised terms	2,591			854			2,779			2,451
Total nonperforming loans	27,925			17,513			25,773			29,749
Repossessed assets	2,140			2,834			3,607			2,595
Total nonperforming loans and repossessed assets	$	30,065		$	20,347		$	29,380		$	32,344
Nonperforming loans to loans, before allowance for loan losses	1.16		%	0.90		%	1.01		%	1.12		%
Nonperforming loans and repossessed assets to loans, before allowance for loan losses	1.25		%	1.05		%	1.15		%	1.22		%

The ~~$8,675,000 increase~~$4,304,000 decrease in nonaccrual loans during ~~2018~~2019 resulted from the net of ~~$11,374,000~~$6,972,000 of loans put on nonaccrual status ~~including $2,242,000 acquired from First Bank~~ offset by ~~$2,075,000~~$9,093,000 of loans becoming current or paid-off, ~~$124,000~~$1,629,000 of loans transferred to other real estate and ~~$500,000~~$554,000 of loans charged off.

The following table summarizes the composition of nonaccrual loans (in thousands):


	September 30, 2018					December 31, 2017				June 30, 2019				December 31, 2018
	Balance			% of Total		Balance		% of Total		Balance		% of Total		Balance		% of Total
Construction and land development	$	67		0.3	%	$	—	—	%	$	46	0.2	%	$	377	1.4	%
Agricultural real estate	171			0.7	%	291		1.7	%	291		1.3	%	309		1.1	%
1-4 Family residential properties	4,682			18.5	%	2,687		16.1	%	7,150		31.1	%	5,762		21.1	%
Multifamily Residential properties	805			3.2	%	368		2.2	%	1,574		6.8	%	2,105		7.7	%
Commercial real estate	8,769			34.5	%	5,596		33.6	%	5,876		25.6	%	8,457		31.1	%
Loans secured by real estate	14,494		��	57.2	%	8,942		53.6	%	14,937		65.0	%	17,010		62.4	%
Agricultural loans	763			3.0	%	757		4.5	%	778		3.4	%	667		2.4	%
Commercial and industrial loans	9,473			37.4	%	6,658		40.1	%	6,584		28.6	%	8,990		32.9	%
Consumer loans	598			2.4	%	302		1.8	%	695		3.0	%	625		2.3	%
All Other Loans	6			—	%	—		—	%	—		—	%	6		—	%
Total loans	$	25,334		100.0	%	$	16,659	100.0	%	$	22,994	100.0	%	$	27,298	100.0	%

Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled ~~$1,096,000~~$1,335,000 and ~~$366,000~~$758,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018, respectively.

The $694,000 decrease in repossessed assets during the first nine months of 2018 resulted from the net of $640,000 of assets acquired from First Bank, $228,000 of additional assets repossessed, $12,000 of write downs and $1,550,000 of repossessed assets sold.

6066

The $1,012,000 increase in repossessed assets during the first six months of 2019 resulted from $1,751,000 of additional assets repossessed, $14,000 of write downs on assets held, and $725,000 of repossessed assets sold. The following table summarizes the composition of repossessed assets (in thousands):


	September 30, 2018				December 31, 2017				June 30, 2019				December 31, 2018
	Balance		% of Total		Balance		% of Total		Balance		% of Total		Balance		% of Total
Construction and land development	$	1,614	75.4	%	$	1,781	62.7	%	$	1,513	41.9	%	$	1,513	58.2	%
1-4 family residential properties	479		22.4	%	413		14.6	%	174		4.8	%	583		22.5	%
Commercial real estate	—		—	%	560		19.8	%	1,882		52.2	%	438		16.9	%
Total real estate	2,093		97.8	%	2,754		97.1	%	3,569		98.9	%	2,534		97.6	%
Commercial & industrial loans	—		—	%	44		1.6	%	—		—	%	61		2.4	%
Consumer loans	47		2.2	%	36		1.3	%	38		1.1	%	—		—	%
Total repossessed collateral	$	2,140	100.0	%	$	2,834	100.0	%	$	3,607	100.0	%	$	2,595	100.0	%

Repossessed assets sold during the first ~~nine~~six months of 2019 resulted in net losses of $63,000, of which $77,000 of net losses was related to real estate asset sales and $14,000 of net gains was related to other repossessed assets. Repossessed assets sold during the same period in 2018 resulted in net losses of $11,000, of which $23,000 of net losses was related to real estate asset sales and $12,000 of net gains was related to other repossessed assets. Repossessed assets sold during the same period in 2017 resulted in net losses of $354,000, of which $21,000 of net losses was related to real estate asset sales and $333,000 of net losses was related to other repossessed assets.

Loan Quality and Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.

Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for loan losses a critical accounting policy.

Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At ~~September~~June 30, ~~2018,~~2019, the Company’s loan portfolio included ~~$312.6~~$348.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, ~~$236.8~~$264.1 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture ~~increased $98.8~~decreased $19.9 million from ~~$213.8~~$368.5 million at December 31, ~~2017~~2018 while loans concentrated in other grain farming ~~increased $66.0~~decreased $12.0 million from ~~$170.8~~$276.1 million at December 31, ~~2017.~~2018. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has ~~$129.5~~$127.1 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The

Company also has ~~$235.2~~$235.0 million of loans to lessors of non-residential buildings, ~~$230.2~~$288.4 million of loans to lessors of residential buildings and dwellings, and ~~$96.3~~$90.1 million of loans to other gambling industries.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. The vast majority of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.

Analysis of the allowance for loan losses as of ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, and of changes in the allowance for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2018~~2019 and ~~2017,~~2018, is as follows (dollars in thousands):


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Average loans outstanding, net of unearned income	$	2,375,303		$	1,840,570		$	2,193,568		$	1,820,264		$	2,563,960		$	2,244,639		$	2,593,226		$	2,101,194
Allowance-beginning of period	22,045			18,209			19,977			16,753			26,704			20,771			26,189			19,977
Charge-offs:
Real estate-mortgage	450			563			1,230			914			172			588			280			780
Commercial, financial & agricultural	263			686			414			2,579			153			3			342			151
Installment	27			18			110			90			100			43			257			83
Other	106			142			287			307			117			85			231			181
Total charge-offs	846			1,409			2,041			3,890			542			719			1,110			1,195
Recoveries:
Real estate-mortgage	2			85			58			256			6			55			12			56
Commercial, financial & agricultural	5			152			126			203			15			(2		)	45			121
Installment	31			11			66			21			27			11			55			35
Other	51			52			170			195			58			52			130			119
Total recoveries	89			300			420			675			106			116			242			331
Net charge-offs (recoveries)	757			1,109			1,621			3,215			436			603			868			864
Provision for loan losses	2,551			1,489			5,483			5,051			91			1,877			1,038			2,932
Allowance-end of period	$	23,839		$	18,589		$	23,839		$	18,589		$	26,359		$	22,045		$	26,359		$	22,045
Ratio of annualized net charge-offs to average loans	0.13		%	0.24		%	0.10		%	0.24		%	0.07		%	0.11		%	0.07		%	0.08		%
Ratio of allowance for loan losses to loans outstanding (less unearned interest at end of period)	0.99		%	1.00		%	0.99		%	1.00		%	1.04		%	0.93		%	1.04		%	0.93		%
Ratio of allowance for loan losses to nonperforming loans	85		%	94		%	85		%	94		%	102		%	89		%	102		%	89		%

The ratio of allowance for loan losses to loans outstanding was ~~0.99%~~1.04% as of ~~September~~June 30, ~~2018~~2019 compared to ~~1.00%~~0.93% as of ~~September~~June 30, ~~2017.~~2018. The ratio of the allowance for loan losses to nonperforming loans is ~~85%~~102% as of ~~September~~June 30, ~~2018~~2019 compared to ~~94%~~89% as of ~~September~~June 30, ~~2017.~~2018. The ~~decrease~~increase in this ratio is primarily due to a greater increase in the allowance for loan losses than the increase in ~~loan balances and the decrease in nonperforming loans to $27.9 million at September 30, 2018 from $19.8 million at September 30, 2017 including $6.6 million in~~ non-performing loans ~~acquired from First Bank during the second quarter of~~at June 30, 2019 compared to June 30, 2018.

6268

During the first ~~nine~~six months of ~~2018,~~2019, the Company had net charge-offs of ~~$1,621,000~~$868,000 compared to net charge-offs of ~~$3,215,000~~$864,000 in ~~2017.~~2018. During the first ~~nine~~six months of 2019, there was one significant charge off of one commercial real estate loan to a single borrower of $105,000. During the first six months of 2018 there were significant charge offs of ~~one agricultural loan to one borrower of $93,000, one commercial real estate loan to one borrower of $169,000, three~~two commercial loans to a single borrower of ~~$257,000~~$126,000 and charge offs of two residential real estate loans to two borrowers of $376,000. During the first nine months of 2017 there were charge offs of commercial real estate loans to three borrowers of $619,000, two agricultural loans to one borrower of $662,000, and nine commercial operating loans to four borrowers of $1,674,000.

Deposits

Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and for the year ended December 31, ~~2017~~2018 (dollars in thousands):


	Nine months ended September 30, 2018				Nine months ended September 30, 2017				Year ended December 31, 2017				Six months ended June 30, 2019				Six months ended June 30, 2018				Year ended December 31, 2018
	Average Balance		Weighted Average Rate		Average Balance		Weighted Average Rate		Average Balance		Weighted Average Rate		Average Balance		Weighted Average Rate		Average Balance		Weighted Average Rate		Average Balance		Weighted Average Rate
Demand deposits:
Non-interest-bearing	$	492,775	—	%	$	434,201	—	%	$	438,575	—	%	$	605,735	—	%	$	486,930	—	%	$	506,873	—	%
Interest-bearing	1,155,724		0.24	%	1,129,427		0.15	%	1,119,835		0.16	%	1,309,927		0.50	%	1,116,810		0.20	%	1,194,089		0.28	%
Savings	388,223		0.15	%	368,291		0.13	%	367,261		0.13	%	439,694		0.14	%	381,356		0.15	%	395,028		0.15	%
Time deposits	438,869		0.82	%	353,191		0.45	%	348,278		0.49	%	639,656		1.81	%	400,679		0.71	%	473,043		0.99	%
Total average deposits	$	2,475,591	0.28	%	$	2,285,110	0.17	%	$	2,273,949	0.18	%	$	2,995,012	0.63	%	$	2,385,775	0.25	%	$	2,569,033	0.33	%

The following table sets forth the high and low month-end balances for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~2018 and for the year ended December 31, ~~2017~~2018 (in thousands):


	Nine months ended September 30, 2018		Nine months ended September 30, 2017		Year ended December 31, 2017		Six months ended June 30, 2019		Six months ended June 30, 2018		Year ended December 31, 2018
High month-end balances of total deposits	$	2,670,864	$	2,331,084	$	2,331,084	$	3,046,212	$	2,670,864	$	3,017,035
Low month-end balances of total deposits	2,208,941		2,217,477		2,217,477		2,961,660		2,208,941		2,208,941

During the first ~~nine~~six months of ~~2018,~~2019, the average balance of deposits increased by ~~$201.6~~$426.0 million from the average balance for the year ended December 31, ~~2017~~2018. Average non-interest bearing deposits increased by ~~$54.2~~$98.9 million, average interest-bearing balances increased by ~~$35.9~~$115.8 million, savings account balances increased ~~$21.0~~$44.7 million and balances of time deposits increased ~~$90.5~~$166.6 million. The increases were primarily due to the result of deposit balances acquired in the ~~acquisition~~acquisitions of First Bank during the second quarter of ~~2018.~~2018 and SCB during the fourth quarter of 2018 that were held for the full six months of 2019.

Balances of time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits of $100,000 or more at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 (in thousands):


	September 30, 2018		December 31, 2017		June 30, 2019		December 31, 2018
3 months or less	$	88,445	$	31,467	$	55,851	$	44,898
Over 3 through 6 months	38,795		34,194		51,913		49,476
Over 6 through 12 months	66,536		54,607		121,117		78,567
Over 12 months	88,130		46,805		161,134		155,071
Total	$	281,906	$	167,073	$	390,015	$	328,012

6369

Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies. These retail repurchase agreements are offered as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures.

Information relating to securities sold under agreements to repurchase and other borrowings as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 is presented below (dollars in thousands):


	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Securities sold under agreements to repurchase	$	98,875		$	155,388		$	152,264		$	192,330
Fed funds	22,000			—
Federal Home Loan Bank advances:
Fixed term – due in one year or less	19,000			—			60,887			29,000
Fixed term – due after one year	101,736			60,038			34,939			90,745
Debt:
Debt due after one year	7,500			10,313			—			7,724
Junior subordinated debentures	28,958			24,000			29,084			29,000
Total	$	278,069		$	249,739		$	277,174		$	348,799
Average interest rate at end of period	1.47		%	1.00		%	1.73		%	1.30		%
Maximum outstanding at any month-end:
Securities sold under agreements to repurchase	$	178,587		$	163,626		$	191,557		$	192,330
Federal funds purchased	22,000			20,000			—			22,000
Federal Home Loan Bank advances:
FHLB-Overnight	30,000			30,000			—			30,000
Fixed term – due in one year or less	19,000			5,000			65,873			29,000
Fixed term – due after one year	101,736			60,061			54,932			101,745
Debt:
Debt due in one year or less	—			4,000
Debt due after one year	10,313			14,063			6,549			10,313
Junior subordinated debentures	30,221			24,000			29,084			30,221
Averages for the period (YTD):
Securities sold under agreements to repurchase	$	143,707		$	144,674		$	168,090		$	140,622
Federal funds purchased	4,883			3,996			58			3,794
Federal Home Loan Bank advances:
FHLB-overnight	11,903			8,598			—			9,434
Fixed term – due in one year or less	12,922			2,356			47,928			16,510
Fixed term – due after one year	64,703			46,452			65,942			71,757
Debt:
Loans due in one year or less	733			658			—			548
Loans due after one year	9,368			12,632			3,680			9,555
Junior subordinated debentures	26,858			23,956			29,035			27,391
Total	$	275,077		$	243,322		$	314,733		$	279,611
Average interest rate during the period	1.40		%	1.02		%	1.74		%	1.52		%

Securities sold under agreements to repurchase decreased ~~$56.5~~$40.1 million during the first ~~nine~~six months of ~~2018~~2019 primarily due to the seasonal declines in balances and cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand.

At ~~September~~June 30, ~~2018~~2019 the fixed term advances consisted of ~~$121~~$96 million as follows:

~~$5 million advance with a 6-month maturity, at 2.10%, due October 16, 2018~~

~~$10 million advance with a 3-year maturity, at 1.42%, due November 5, 2018~~

~~$5 million advance with a 1.5-year maturity, at 1.49%, due December 28, 2018~~

~~$4 million advance with a 3-year maturity, at 1.72% due April 12, 2019~~

~~$5 million advance with a 2-year maturity, at 1.56%, due June 28, 2019~~

$10 million advance with a 11-month maturity, at 2.81%, due August 30, 2019

$5 million advance with a 15-month maturity, at 2.63%, due September 27, 2019

$2 million advance with a 5-year maturity, at 1.89%, due October 17, 2019

$10 million advance with a 14-month maturity, at 2.88%, due November 29, 2019

$5 million advance with a 1.5-year maturity, at 2.67%, due December 27, 2019

$4 million advance with a 3-year maturity, at 2.40%, due January 9, 2020

$5 million advance with a 2.5-year maturity, at 1.67%, due January 31, 2020

$5 million advance with a 4-year maturity, at 1.79%, due April ~~30,~~13, 2020

$10 million advance with a 1.5 year maturity, at 2.95%, due May 29, 2020