Edgar Filing: FIRST CAPITAL INC

M. Chris Frederick

Executive Vice President, Chief Financial Officer and Treasurer

Dennis L. Thomas

Senior Vice President- Lending

Jill Keinsley

Senior Vice President, Human Resources Director

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2017

[ ]

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: 0-25023

FIRST CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Indiana		35-2056949
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)


220 Federal Drive, N.W., Corydon, Indiana		47112
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 738-2198

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

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X

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 Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

(Check one):	Large accelerated filer	[ ]	Accelerated filer	[X ]
	Non-accelerated filer	[ ]	Smaller reporting company	[ ]
	Emerging growth company	[ ]

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $99.5 million, based upon the closing price of $31.15 per share as quoted on The NASDAQ Capital Market as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2017.

The number of shares outstanding of the registrant’s common stock as of March 1, 2018 was 3,356,964.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2018 Annual Meeting of Stockholders

are incorporated by reference in Part III of this Form 10-K.

INDEX

		Page


Part I

Item 1.	Business	1
Item 1A.	Risk Factors	31
Item 1B.	Unresolved Staff Comments	37
Item 2.	Properties	38
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	Selected Financial Data	41
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	56
Item 9A.	Controls and Procedures	56
Item 9B.	Other Information	57

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	57
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58

Item 13.	Certain Relationships and Related Transactions, and Director Independence	58
Item 14.	Principal Accounting Fees and Services	58

Part IV

Item 15.	Exhibits and Financial Statement Schedules	59
Item 16.	Form 10-K Summary	60

SIGNATURES

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. First Capital also may make forward-looking statements in its other documents filed or furnished with the SEC. In addition, First Capital’s senior management may make forward-looking statements orally to investors and others. These statements are not historical facts, rather statements based on First Capital, Inc.’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “could,” “should,” “will” “expects,” “believes,” “anticipates,” “intends” and similar expressions.

Forward-looking statements are not guarantees of future performance. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to materially differ from those expressed or implied by the forward-looking statements. Factors which could affect actual results include, but are not limited to, interest rate trends and changes in monetary and fiscal policies of the federal government; the general economic climate in the specific market area in which First Capital operates, as well as nationwide; the ability of First Capital to execute its business plan; First Capital’s ability to control costs and expenses; competitive products and pricing; deposit flows; loan delinquency rates; changes in federal and state legislation and regulation; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission. Additional factors that may affect our results are discussed in Item 1A to this Annual Report on Form 10-K titled “Risk Factors” below. These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements, whether included in this report or made elsewhere from time to time by the Company or on its behalf. Any forward-looking statements made by or on behalf of First Capital speak only as of the date they are made, and except to the extent required by applicable law First Capital does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. The reader should, however, consult any further disclosures of a forward-looking nature First Capital may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, or Current Reports on Form 8-K.

PART I

ITEM 1.

BUSINESS

General

First Capital, Inc. (the “Company” or “First Capital”) was incorporated under Indiana law on September 11, 1998. On December 31, 1998, the Company became the holding company for First Federal Bank, A Federal Savings Bank (the “Bank”) upon the Bank’s reorganization as a wholly owned subsidiary of the Company resulting from the conversion of First Capital, Inc., M.H.C. (the “MHC”), from a federal mutual holding company to a stock holding company. On January 12, 2000, the Company completed a merger of equals with HCB Bancorp, the former holding company for Harrison County Bank, and the Bank changed its name to First Harrison Bank. On March 20, 2003, the Company acquired Hometown Bancshares, Inc. (“Hometown”), a bank holding company located in New Albany, Indiana. On December 4, 2015, the Company acquired Peoples Bancorp, Inc. of Bullitt County and its wholly-owned bank subsidiary, Peoples Bank of Bullitt County (“Peoples”), headquartered in Shepherdsville, Kentucky.

On September 20, 2017, the Bank filed applications with the Indiana Department of Financial Institutions (“IDFI”) and the Federal Deposit Insurance Corporation (“FDIC”) to convert from a federal savings association into an Indiana chartered commercial bank (the “Conversion”). The Conversion is subject to the approval of both the IDFI and FDIC and if approved, the IDFI will become the Bank’s primary regulator and the FDIC will become the Bank’s primary federal regulator. The Conversion is not expected to affect the Bank’s clients in any way and will not affect FDIC deposit insurance on eligible accounts.

Additionally, in connection with the Conversion, the Company filed an application with the Federal Reserve Bank of St. Louis to change from a savings and loan holding company to a financial holding company if the Conversion is approved by the Bank’s regulators. The Company has received the approval of the Federal Reserve Bank of St. Louis, subject to the Bank receiving the approval of the IDFI and FDIC.

The Company’s primary business activity is the ownership of the outstanding common stock of the Bank. Management of the Company and the Bank are substantially similar and the Company neither owns nor leases any property, but instead uses the premises, equipment and furniture of the Bank in accordance with applicable regulations.

The Bank is regulated by the Office of the Comptroller of the Currency (the “OCC”) and the FDIC. If the Conversion is consummated, the Bank will no longer be regulated by the OCC, its primary federal regulator will become the FDIC, and the Bank will also become regulated by the IDFI. The Bank’s deposits are federally insured by the FDIC under the Deposit Insurance Fund. The Bank is a member of the Federal Home Loan Bank (“FHLB”) System.

Availability of Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge on the Company’s Internet website, www.firstharrison.com, as soon as practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission. The contents of the Company’s website shall not be incorporated by reference into this Form 10-K or into any reports the Company files with or furnishes to the Securities and Exchange Commission.

Market Area and Competition

The Bank considers Harrison, Floyd, Clark and Washington counties in Indiana and Bullitt County in Kentucky its primary market area. All of its offices are located in these five counties, which results in most of the Bank’s loans being made in these five counties. The main office of the Bank is located in Corydon, Indiana, 35 miles west of Louisville, Kentucky. The Bank aggressively competes for business with local banks, as well as large regional banks. Its most direct competition for deposit and loan business comes from the commercial banks operating in these five counties. Based on data published by the FDIC, the Bank is among the leaders in FDIC-insured institutions in deposit market share in Harrison County, Indiana, which includes the Bank’s main office, and in Bullitt County, Kentucky, where Peoples was headquartered.

Lending Activities

General. Over the last few years, the Bank has continued to transform the composition of its balance sheet from that of a traditional thrift institution to that of a commercial bank. On the asset side, this is being accomplished in part by selling in the secondary market the newly-originated qualified fixed-rate residential mortgage loans while retaining variable rate residential mortgage loans in the portfolio. This transformation is also enhanced by an expanded commercial lending staff dedicated to growing commercial real estate and commercial business loans. The Bank also continues to originate consumer loans and residential construction loans for the loan portfolio. The Bank does not offer, and has not offered, Alt-A, sub-prime or no-document mortgage loans.

Loan Portfolio Analysis. The following table presents the composition of the Bank’s loan portfolio by type of loan at the dates indicated.

	At December 31,
	2017						2016						2015						2014						2013
	Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total
	(Dollars in thousands)
Mortgage Loans:
Residential⁽¹⁾	$	136,399			31.20	%	$	137,842			34.23	%	$	147,933			40.32	%	$	106,679			34.61	%	$	107,029			35.65	%
Land		18,198			4.16			13,895			3.45			12,962			3.53			11,028			3.58			10,309			3.43
Commercial real estate		100,133			22.90			96,462			23.95			84,493			23.03			78,314			25.40			76,496			25.48
Residential construction⁽²⁾		28,854			6.60			29,561			7.34			16,391			4.47			10,347			3.36			14,423			4.80
Commercial real estate construction		17,161			3.92			8,921			2.22			1,090			0.30			1,422			0.46			1,715			0.57
Total mortgage loans		300,745			68.78			286,681			71.19			262,869			71.65			207,790			67.41			209,972			69.93

Consumer Loans:
Home equity and second mortgage loans		49,802			11.39			42,908			10.65			38,476			10.49			37,513			12.17			34,815			11.60
Automobile loans		38,361			8.78			34,279			8.51			28,828			7.86			25,274			8.20			23,983			7.99
Loans secured by savings accounts		1,751			0.40			1,879			0.47			2,096			0.57			1,018			0.33			1,138			0.38
Unsecured loans		3,744			0.86			3,912			0.97			4,350			1.18			3,316			1.07			3,541			1.18
Other⁽³⁾		8,714			1.99			9,025			2.24			7,210			1.96			5,075			1.65			4,824			1.61
Total consumer loans		102,372			23.42			92,003			22.84			80,960			22.06			72,196			23.42			68,301			22.76

Commercial business loans		34,114			7.80			24,056			5.97			23,095			6.29			28,282			9.17			21,956			7.31
Total gross loans		437,231			100.00	%		402,740			100.00	%		366,924			100.00	%		308,268			100.00	%		300,229			100.00	%
Less:
Due to borrowers on loans in process		25,020						19,037						4,926						3,325						7,142
Deferred loan fees net of direct costs		(1,041	)					(837	)					(583	)					(506	)					(341	)
Allowance for loan losses		3,634						3,386						3,415						4,846						4,922
Total loans, net	$	409,618					$	381,154					$	359,166					$	300,603					$	288,506

____________

(1)

Includes conventional one- to four-family and multi-family residential loans.

(2)

Includes construction loans for which the Bank has committed to provide permanent financing.

(3)

Includes loans secured by lawn and farm equipment, mobile homes and other personal property.

Residential Loans. The Bank’s lending activities have concentrated on the origination of residential mortgages, both for sale in the secondary market and for retention in the Bank’s loan portfolio. Residential mortgages secured by multi-family properties totaled $28.9 million, or 21.2% of the residential loan portfolio at December 31, 2017. Substantially all residential mortgages are collateralized by properties within the Bank’s market area.

The Bank offers both fixed-rate mortgage loans and adjustable rate mortgage (“ARM”) loans typically with terms of 15 to 30 years. The Bank uses loan documents approved by the Federal National Mortgage Corporation (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) whether the loan is originated for investment or sale in the secondary market.

Historically, the Bank has retained its residential loan originations in its portfolio. Retaining fixed-rate loans in its portfolio subjects the Bank to a higher degree of interest rate risk. See “Item 1A. Risk Factors–Above Average Interest Rate Risk Associated with Fixed-Rate Loans” for a further discussion of certain risks of rising interest rates. Beginning in 2004, one of the Bank’s strategic goals was to expand its mortgage business by originating mortgage loans for sale, while offering a full line of mortgage products to current and prospective customers. This practice increases the Bank’s lending capacity and allows the Bank to more effectively manage its profitability since it is not required to predict the prepayment, credit or interest rate risks associated with retaining either the loan or the servicing asset. For the year ended December 31, 2017, the Bank originated and funded $63.4 million of residential mortgage loans for sale in the secondary market. For a further discussion of the Bank’s mortgage banking operations, see “Item 1. Business–Mortgage Banking Activities.”

ARM loans originated generally have interest rates that adjust at regular intervals of one to five years based upon changes in the prevailing interest rates on United States Treasury Bills. The Bank also originates “hybrid” ARM loans, which are fixed for an initial period three or five years and adjust annually thereafter. The Bank may occasionally use below market interest rates and other marketing inducements to attract ARM loan borrowers. The majority of ARM loans provide that the amount of any increase or decrease in the interest rate is limited to 2.0% (upward or downward) per adjustment period and 6.0% over its lifetime and generally contains minimum and maximum interest rates. Borrower demand for ARM loans versus fixed-rate mortgage loans is largely a function of the level of interest rates, the expectations of changes in the level of interest rates and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans and interest rates and loan fees for ARM loans. The relative amount of fixed-rate and ARM loans that can be originated at any time is largely determined by the demand for each in a competitive environment.

The Bank’s lending policies generally limit the maximum loan-to-value ratio on fixed-rate and ARM loans to 80% of the lesser of the appraised value or purchase price of the underlying residential property unless private mortgage insurance to cover the excess over 80% is obtained, in which case the mortgage is limited to 95% (or 97% under a Freddie Mac program) of the lesser of appraised value or purchase price. The loan-to-value ratio, maturity and other provisions of the loans made by the Bank are generally reflected in the policy of making less than the maximum loan permissible under federal regulations, in accordance with established lending practices, market conditions and underwriting standards maintained by the Bank. The Bank requires title, fire and extended insurance coverage on all mortgage loans originated. All of the Bank’s real estate loans contain due on sale clauses. The Bank generally obtains appraisals on all its real estate loans from outside appraisers.

Construction Loans. The Bank originates construction loans for residential properties and, to a lesser extent, commercial properties. Although the Bank originates construction loans that are repaid with the proceeds of a limited number of mortgage loans obtained by the borrower from another lender, the majority of the construction loans that the Bank originates are permanently financed in the secondary market by the Bank. Construction loans originated without a commitment by the Bank to provide permanent financing are generally originated for a term of six to 12 months and at a fixed interest rate based on the prime rate.

The Bank originates speculative construction loans to a limited number of builders operating and based in the Bank’s primary market area and with whom the Bank has well-established business relationships. At December 31, 2017, the Bank had approved speculative construction loans, a construction loan for which there is not a commitment for permanent financing in place at the time the construction loan was originated, with total commitments of $3.0 million and outstanding balances of $1.7 million. The Bank limits the number of speculative construction loans outstanding to any one builder based on the Bank’s assessment of the builder’s capacity to service the debt.

Most construction loans are originated with a loan-to-value ratio not to exceed 80% of the appraised estimated value of the completed property. The construction loan documents require the disbursement of the loan proceeds in increments as construction progresses. Disbursements are based on periodic on-site inspections by an independent appraiser.

Construction lending is inherently riskier than residential mortgage lending. Construction loans, on average, generally have higher loan balances than residential mortgage loans. In addition, the potential for cost overruns because of the inherent difficulties in estimating construction costs and, therefore, collateral values and the difficulties and costs associated with monitoring construction progress, among other things, are major contributing factors to this greater credit risk. Speculative construction loans have the added risk that there is not an identified buyer for the completed home when the loan is originated, with the risk that the builder will have to service the construction loan debt and finance the other carrying costs of the completed home for an extended time period until a buyer is identified. Furthermore, the demand for construction loans and the ability of construction loan borrowers to service their debt depends highly on the state of the general economy, including market interest rate levels and the state of the economy of the Bank’s primary market area. A material downturn in economic conditions would be expected to have a material adverse effect on the credit quality of the construction loan portfolio.

Commercial Real Estate Loans. Commercial real estate loans are generally secured by small retail stores, professional office space and, in certain instances, farm properties. Commercial real estate loans are generally originated with a loan-to-value ratio not to exceed 75% of the appraised value of the property. Property appraisals are performed by independent appraisers approved by the Bank’s board of directors. The Bank seeks to originate commercial real estate loans at variable interest rates based on the prime lending rate or the United States Treasury Bill rate for terms ranging from ten to 15 years and with interest rate adjustment intervals of five years. The Bank also originates fixed-rate balloon loans with a short maturity, but a longer amortization schedule.

Commercial real estate lending affords the Bank an opportunity to receive interest at rates higher than those generally available from residential mortgage lending. However, loans secured by such properties usually are greater in amount, more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than residential mortgage loans. Because payments on loans secured by multi-family and commercial properties are often dependent on the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks by limiting the maximum loan-to-value ratio to 75% and strictly scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. The Bank also obtains loan guarantees from financially capable parties based on a review of personal financial statements.

Commercial Business Loans. Commercial business loans are generally secured by inventory, accounts receivable, and business equipment such as trucks and tractors. Many commercial business loans also have real estate as collateral. The Bank generally requires a personal guaranty of payment by the principals of a corporate borrower, and reviews the personal financial statements and income tax returns of the guarantors. Commercial business loans are generally originated with loan-to-value ratios not exceeding 75%.

Aside from lines of credit, commercial business loans are generally originated for terms not to exceed seven years with variable interest rates based on the prime lending rate. Approved credit lines totaled $45.6 million at December 31, 2017, of which $21.6 million was outstanding. Lines of credit are originated at fixed and variable interest rates for one-year renewable terms.

Commercial business lending generally involves greater risk than residential mortgage lending and involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral-based lending with loan amounts based on predetermined loan-to-collateral values and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial business loan depends primarily on the creditworthiness of the borrower (and any guarantors); while liquidation of collateral is a secondary, and often insufficient, source of repayment. The Bank has seven commercial lenders and two commercial credit analysts committed to growing commercial business loans to facilitate the changes desired in the Bank’s balance sheet. The Bank also uses an outside loan review company to review selected commercial credits on an annual basis.

Consumer Loans. The Bank offers a variety of secured or guaranteed consumer loans, including automobile and truck loans, home equity loans, home improvement loans, boat loans, mobile home loans and loans secured by savings deposits. In addition, the Bank offers unsecured consumer loans. Consumer loans are generally originated at fixed interest rates and for terms not to exceed seven years. The largest portion of the Bank’s consumer loan portfolio consists of home equity and second mortgage loans followed by automobile and truck loans. Automobile and truck loans are originated on both new and used vehicles. Such loans are generally originated at fixed interest rates for terms up to five years and at loan-to-value ratios up to 90% of the blue book value in the case of used vehicles and 90% of the purchase price in the case of new vehicles.

The Bank originates variable-rate home equity and fixed-rate second mortgage loans generally for terms not to exceed ten years. The loan-to-value ratio on such loans is limited to 80%, taking into account the outstanding balance on the first mortgage loan.

The Bank’s underwriting procedures for consumer loans includes an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loans. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, to the proposed loan amount. The Bank underwrites and originates the majority of its consumer loans internally, which management believes limits exposure to credit risks relating to loans underwritten or purchased from brokers or other outside sources.

Consumer loans generally entail greater risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by assets that depreciate rapidly, such as automobiles. In the latter case, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability, and, therefore, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Such loans may also give rise to claims and defenses by the borrower against the Bank as the holder of the loan, and a borrower may be able to assert claims and defenses that it has against the seller of the underlying collateral.

Loan Maturity and Repricing

The following table sets forth certain information at December 31, 2017 regarding the dollar amount of loans maturing in the Bank’s portfolio based on their contractual terms to maturity, but does not include potential prepayments. Demand loans, which are loans having neither a stated schedule of repayments nor a stated maturity, and overdrafts are reported as due in one year or less. Loan balances do not include undisbursed loan proceeds, unearned income and allowance for loan losses.

	Within One Year		After One Year Through 3 Years		After 3 Years Through 5 Years		After 5 Years Through 10 Years		After 10 Years Through 15 Years		After 15 Years		Total
	(Dollars in thousands)
Mortgage loans:
Residential	$	8,293	$	25,919	$	19,616	$	31,847	$	23,451	$	27,273	$	136,399
Commercial real estate and land loans⁽¹⁾		28,916		26,886		14,063		36,986		18,485		10,156		135,492
Residential construction⁽²⁾		28,854		0		0		0		0		0		28,854
Consumer loans		19,788		24,302		13,911		7,716		8,509		28,146		102,372
Commercial business		13,672		8,287		3,782		3,918		268		4,187		34,114
Total gross loans	$	99,523	$	85,394	$	51,372	$	80,467	$	50,713	$	69,762	$	437,231

__________________________

(1)

Includes commercial real estate construction loans.

(2)

Includes construction loans for which the bank has committed to provide permanent financing.

The following table sets forth the dollar amount of all loans due after December 31, 2018, which have fixed interest rates and floating or adjustable interest rates.

	Fixed Rates		Floating or Adjustable Rates
	(Dollars in thousands)
Mortgage loans:
Residential	$	62,970	$	65,136
Commercial real estate and land loans		25,422		81,154
Residential construction		0		0
Consumer loans		36,514		46,070
Commercial business		11,729		8,713
Total gross loans	$	136,635	$	201,073

Loan Solicitation and Processing. A majority of the Bank’s loan originations are made to existing customers. Walk-ins and customer referrals are also a source of loan originations. Upon receipt of a loan application, a credit report is ordered to verify specific information relating to the loan applicant’s employment, income and credit standing. A loan applicant’s income is verified through the applicant’s employer or from the applicant’s tax returns. In the case of a real estate loan, an appraisal of the real estate intended to secure the proposed loan is undertaken, generally by an independent appraiser approved by the Bank. The mortgage loan documents used by the Bank conform to secondary market standards.

The Bank requires that borrowers obtain certain types of insurance to protect its interest in the collateral securing the loan. The Bank requires either a title insurance policy insuring that the Bank has a valid first lien on the mortgaged real estate or an opinion by an attorney regarding the validity of title. Fire and casualty insurance is also required on collateral for loans.

Loan Commitments and Letters of Credit. The Bank issues commitments to originate fixed- and adjustable-rate single-family residential mortgage loans and commercial loans conditioned upon the occurrence of certain events. Such commitments are made in writing on specified terms and conditions and are honored for up to 60 days from the date of application, depending on the type of transaction. The Bank had outstanding loan commitments of approximately $9.2 million at December 31, 2017.

As an accommodation to its commercial business loan borrowers, the Bank issues standby letters of credit or performance bonds usually in favor of municipalities for whom its borrowers are performing services. At December 31, 2017, the Bank had outstanding letters of credit of $1.2 million.

Loan Origination and Other Fees. Loan fees and points are a percentage of the principal amount of the mortgage loan that is charged to the borrower for funding the loan. The Bank usually charges a fixed origination fee on residential real estate loans and long-term commercial real estate loans. Current accounting standards require loan origination fees and certain direct costs of underwriting and closing loans to be deferred and amortized into interest income over the contractual life of the loan. Deferred fees and costs associated with loans that are sold are recognized as income at the time of sale. The Bank had $1.0 million of net deferred loan costs at December 31, 2017.

Mortgage Banking Activities. Mortgage loans originated and funded by the Bank and intended for sale in the secondary market are carried at the lower of aggregate cost or market value. Aggregate market value is determined based on the quoted prices under a “best efforts” sales agreement with a third party. Net unrealized losses are recognized through a valuation allowance by charges to income. Realized gains on sales of mortgage loans are included in noninterest income.

Commitments to originate and fund mortgage loans for sale in the secondary market are considered derivative financial instruments to be accounted for at fair value. The Bank’s mortgage loan commitments subject to derivative accounting are fixed rate mortgage commitments at market rates when initiated. At December 31, 2017, the Bank had commitments to originate $736,000 in fixed-rate mortgage loans intended for sale in the secondary market after the loans are closed. Fair value is estimated based on fees that would be charged on commitments with similar terms.

Delinquencies. The Bank’s collection procedures provide for a series of contacts with delinquent borrowers. A late charge is assessed and a late charge notice is sent to the borrower after the 15th day of delinquency. After 20 days, the collector places a phone call to the borrower. When a payment becomes 60 days past due, the collector issues a default letter. If a loan continues in a delinquent status for 90 days or more, the Bank generally initiates foreclosure or other litigation proceedings.

Nonperforming Assets. Loans are reviewed regularly and when loans become 90 days delinquent, the loan is placed on nonaccrual status and the previously accrued interest income is reversed unless, in the opinion of management, the outstanding interest remains collectible. Typically, payments received on a nonaccrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan when the likelihood of further loss on the loan is remote. Otherwise, the Bank applies the cost recovery method and applies all payments as a reduction of the unpaid principal balance.

The following table sets forth information with respect to the Bank’s nonperforming assets for the dates indicated. Nonperforming assets include nonaccrual loans, accruing loans that are 90 days or more past due, and foreclosed real estate.

	At December 31,
	2017			2016			2015			2014			2013
	(Dollars in thousands)

Loans accounted for on a nonaccrual basis:
Residential real estate⁽¹⁾	$	2,298		$	1,634		$	1,648		$	919		$	1,533
Commercial real estate⁽²⁾		139			924			2,291			449			1,576
Commercial business		42			142			167			1,642			1,898
Consumer		57			246			116			129			252
Total		2,536			2,946			4,222			3,139			5,259

Accruing loans past due 90 days or more:
Residential real estate⁽¹⁾		109			55			271			68			180
Commercial real estate⁽²⁾		95			0			75			0			0
Commercial business		59			0			0			0			0
Consumer		28			23			9			17			47
Total		291			78			355			85			227
Total nonperforming loans		2,827			3,024			4,577			3,224			5,486

Foreclosed real estate, net		3,971			4,674			4,890			78			466

Total nonperforming assets	$	6,798		$	7,698		$	9,467		$	3,302		$	5,952

Total nonperforming loans to net loans		0.69	%		0.79	%		1.27	%		1.07	%		1.90	%

Total nonperforming loans to total assets		0.37	%		0.41	%		0.64	%		0.68	%		1.23	%

Total nonperforming assets to total assets		0.90	%		1.04	%		1.32	%		0.70	%		1.34	%

_______________________________

(1)

Includes residential construction loans.

(2)

Includes commercial real estate construction and land loans.

The increase in nonperforming assets from December 31, 2014 to December 31, 2015 is primarily due to the acquisition of Peoples in December 2015. At December 31, 2015, nonperforming assets acquired from Peoples included nonaccrual loans of $1.7 million, accruing loans past due 90 days or more of $346,000 and foreclosed real estate of $4.3 million. At December 31, 2016, nonperforming assets acquired from Peoples included nonaccrual loans of $1.4 million and foreclosed real estate of $4.0 million. At December 31, 2017, nonperforming assets acquired from Peoples included nonaccrual loans of $ 1.1 million, accruing loans past due 90 days or more of $65,000 and foreclosed real estate of $3.8 million.

The Bank accrues interest on loans over 90 days past due when, in the opinion of management, the estimated value of collateral and collection efforts are deemed sufficient to ensure full recovery. The Bank did not recognize any interest income on nonaccrual loans for the fiscal year ended December 31, 2017. The Bank would have recorded interest income of $167,000 for the year ended December 31, 2017 had nonaccrual loans been current in accordance with their original terms.

Restructured Loans. Periodically, the Bank modifies loans to extend the term or make other concessions to help borrowers stay current on their loans and avoid foreclosure. The Bank generally does not forgive principal or interest on restructured loans. These modified loans are also referred to as “troubled debt restructurings” or “TDRs”. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Generally, a nonaccrual loan that is restructured in a TDR remains on nonaccrual status for a period of at least six months following the restructuring to ensure that the borrower performs in accordance with the restructured terms including consistent and timely payments. At December 31, 2017, TDRs totaled $964,000 with no related allowance for loan losses on TDRs. TDRs on nonaccrual status totaling $106,000 at December 31, 2017 are included in the nonperforming loans totals above. TDRs performing according to their restructured terms and on accrual status totaled $858,000 at December 31, 2017. See Note 5 in the accompanying Notes to Consolidated Financial Statements for additional information regarding TDRs.

Classified Assets. The OCC has adopted various regulations regarding problem assets of financial institutions. The regulations require that each insured institution review and classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, OCC examiners have the authority to identify additional problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard” assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. “Doubtful” assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified as “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. If an asset or portion thereof is classified as loss, the insured institution charges off an amount equal to 100% of the portion of the asset classified as loss. The regulations also provide for a “special mention” category, described as assets which do not currently expose the institution to sufficient risk to warrant adverse classification, but have potential weaknesses that deserve management’s close attention.

At December 31, 2017, the Bank had $2.5 million in doubtful loans and $2.6 million in substandard loans. In addition, the Bank identified $3.6 million in loans as special mention loans at December 31, 2017.

Current accounting rules require that impaired loans be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of collateral if the loan is collateral dependent. A loan is classified as “impaired” by management when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due in accordance with the terms of the loan agreement. If the fair value, as measured by one of these methods, is less than the recorded investment in the impaired loan, the Bank establishes a valuation allowance with a provision charged to expense. Management reviews the valuation of impaired loans on a quarterly basis to consider changes due to the passage of time or revised estimates. At December 31, 2017, all impaired loans were considered to be collateral dependent for the purposes of determining fair value.

Values for collateral dependent loans are generally based on appraisals obtained from independent licensed real estate appraisers, with adjustments applied for estimated costs to sell the property, costs to complete unfinished or repair damaged property and other factors. New appraisals are generally obtained for all significant properties when a loan is identified as impaired, and a property is considered significant if the value of the property is estimated to exceed $200,000. Subsequent appraisals are obtained as needed or if management believes there has been a significant change in the market value of the property. In instances where it is not deemed necessary to obtain a new appraisal, management bases its impairment and allowance for loan loss analysis on the original appraisal with adjustments for current conditions based on management’s assessment of market factors and management’s inspection of the property. At December 31, 2017, discounts from appraised values used to value impaired loans for estimates of changes in market conditions, the condition of the collateral, and estimated costs to sell the property ranged from 14% to 62%, with a weighted average discount of 39%.

An insured institution is required to establish and maintain an allowance for loan losses at a level that is adequate to absorb estimated credit losses associated with the loan portfolio, including binding commitments to lend. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities. When an insured institution classifies problem assets as “loss,” it is required either to establish an allowance for losses equal to 100% of the amount of the assets, or charge off the classified asset. The amount of its valuation allowance is subject to review by the OCC, which can order the establishment of additional general loss allowances. The Bank regularly reviews the loan portfolio to determine whether any loans require classification in accordance with applicable regulations.

At December 31, 2017, 2016 and 2015, the aggregate amounts of the Bank’s classified assets were as follows:

	At December 31,
	2017		2016		2015
	(Dollars in thousands)
Classified assets:
Loss	$	—	$	—	$	—
Doubtful		2,548		3,317		5,537
Substandard		2,640		6,863		6,259
Special mention		3,623		3,087		9,082

The elevated amount of classified assets at December 31, 2015 is primarily due to the acquisition of Peoples in December 2015. At December 31, 2015, classified assets acquired from Peoples included loans classified as doubtful, substandard and special mention of $3.0 million, $1.9 million and $4.9 million, respectively. At December 31, 2016, those totals had decreased to $2.0 million, $236,000 and $132,000, respectively, and at December 31, 2017, those totals had decreased to $1.2 million, $156,000 and $325,000, respectively.

Loans classified as impaired in accordance with accounting standards included in the above regulatory classifications and the related allowance for loan losses are summarized below at the dates indicated:

	At December 31,
	2017		2016		2015
	(Dollars in thousands)

Impaired loans with related allowance	$	255	$	313	$	472
Impaired loans with no allowance		3,168		3,394		5,474
Total impaired loans	$	3,423	$	3,707	$	5,946

Allowance for loan losses:
Related to impaired loans	$	52	$	85	$	166
Related to other loans		3,582		3,301		3,249

See Note 5 in the accompanying Notes to Consolidated Financial Statements for additional information regarding impaired loans and the related allowance for loan losses.

Foreclosed Real Estate. Foreclosed real estate held for sale is carried at fair value minus estimated costs to sell. Costs of holding foreclosed real estate are charged to expense in the current period, except for significant property improvements, which are capitalized. Valuations are periodically performed by management and an allowance is established by a charge to non-interest expense if the carrying value exceeds the fair value minus estimated costs to sell. The net income or loss from operations of foreclosed real estate held for sale is reported in noninterest expense as a component of net loss on foreclosed real estate. At December 31, 2017, the Bank had foreclosed real estate totaling $4.0 million. See Note 7 in the accompanying Notes to Consolidated Financial Statements for additional information regarding foreclosed real estate.

Allowance for Loan Losses. Loans are the Bank’s largest concentration of assets and continue to represent the most significant potential risk. In originating loans, the Bank recognizes that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral. The Bank maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance for loan losses represents management’s estimate of probable loan losses based on information available as of the date of the financial statements. The allowance for loan losses is based on management’s evaluation of the loan portfolio, including historical loan loss experience, delinquencies, known and inherent risks in the nature and volume of the loan portfolio, information about specific borrower situations, estimated collateral values, and economic conditions.

The loan portfolio is reviewed quarterly by management to evaluate the adequacy of the allowance for loan losses to determine the amount of any adjustment required after considering the loan charge-offs and recoveries for the quarter. Management applies a systematic methodology that incorporates its current judgments about the credit quality of the loan portfolio. In addition, the OCC, as an integral part of its examination process, periodically reviews the Bank’s allowance for loan losses and may require the Bank to make additional provisions for estimated losses based on its judgments about information available to it at the time of its examination.

The methodology used in determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk characteristics common to pools of loans, determining and measuring impairment of individual loans based on the present value of expected future cash flows or the fair value of collateral, and determining and measuring impairment for pools of loans with similar characteristics by applying loss factors that consider the qualitative factors which may affect the loss rates.

Specific allowances related to impaired loans and other classified loans are established where the present value of the loan’s discounted cash flows, observable market price or collateral value (for collateral dependent loans) is lower than the carrying value of the loan. The identification of these loans results from the loan review process that identifies and monitors credits with weaknesses or conditions which call into question the full collection of the contractual payments due under the terms of the loan agreement. Factors considered by management include, among others, payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. At December 31, 2017, the Company’s specific allowances totaled $52,000.

For loans evaluated on a pool basis, management applies loss factors to pools of loans with common risk characteristics (e.g., residential mortgage loans, home equity loans, commercial real estate loans). The loss factors are derived from the Bank’s historical loss experience. Loss factors are adjusted for significant qualitative factors that, in management’s judgment, affect the collectability of the loan portfolio segment. The significant qualitative factors include the levels and trends in charge-offs and recoveries, trends in volume and terms of loans, levels and trends in delinquencies, the effects of changes in underwriting standards and other lending practices or procedures, the experience and depth of the lending management and staff, effects of changes in credit concentration, changes in industry and market conditions and national and local economic trends and conditions. Management evaluates these conditions on a quarterly basis and evaluates and modifies the assumptions used in establishing the loss factors.

At December 31, 2017, management applied specific qualitative factor adjustments to various portfolio segments which increased the estimated allowance for loan losses related to those portfolio segments by approximately $2.1 million. These changes were made to reflect management’s estimates of inherent losses in these portfolio segments at December 31, 2017.

At December 31, 2017, for each loan portfolio segment management applied an overall qualitative factor of 1.18 to the Company’s historical loss factors. The overall qualitative factor is derived from management’s analysis of changes and trends in the following qualitative factors:

•

Underwriting Standards – Management reviews the findings of periodic internal audit loan reviews, independent outsourced loan reviews and loan reviews performed by the banking regulators to evaluate the risk associated with changes in underwriting standards. At December 31, 2017, management assessed the risk associated with this component as neutral, requiring no adjustment to the historical loss factors.

•

Economic Conditions – Management analyzes trends in housing and unemployment data in the Louisville, Kentucky metropolitan area to evaluate the risk associated with economic conditions. Due to a decrease in new home construction and an increase in unemployment in the Company’s primary market area, management assigned a risk factor of 1.20 for this component at December 31, 2017.

•

Past Due Loans – Management analyzes trends in past due loans for the Company to evaluate the risk associated with delinquent loans. In general, past due loan ratios have remained at elevated levels compared to historical amounts since 2007, and management assigned a risk factor of 1.20 for this component at December 31, 2017.

•

Other Internal and External Factors – This component includes management’s consideration of other qualitative factors such as loan portfolio composition. The Company has focused on origination of commercial business and real estate loans in an effort to convert the Company’s balance sheet from that of a traditional thrift institution to a commercial bank. In addition, the Company has increased its investment in mortgage loans in which it does not hold a first lien position. Commercial loans and second mortgage loans generally entail greater credit risk than residential mortgage loans secured by a first lien. As a result of changes in the loan portfolio composition, management assigned a risk factor of 1.30 for this component at December 31, 2017.

Each of the four factors above was assigned an equal weight to arrive at an average for the overall qualitative factor of 1.18 at December 31, 2017. The effect of the overall qualitative factor was to increase the estimated allowance for loan losses by $536,000 at December 31, 2017.

Management also adjusts the historical loss factors for loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The adjustments consider the increased likelihood of loss on classified loans based on the Company’s separate historical loss experience for classified loans. The effect of these adjustments for classified loans was to increase the estimated allowance for loan losses by $506,000 at December 31, 2017.

See Notes 1 and 5 in the accompanying Notes to Consolidated Financial Statements for additional information regarding management’s methodology for estimating the allowance for loan losses.

The following table sets forth an analysis of the Bank’s allowance for loan losses for the periods indicated.

	Year Ended December 31,
	2017			2016			2015			2014			2013
	(Dollars in thousands)

Allowance at beginning of period	$	3,386		$	3,415		$	4,846		$	4,922		$	4,736
Provision for loan losses		915			645			50			190			725
		4,301			4,060			4,896			5,112			5,461

Recoveries:
Residential real estate		33			58			11			7			60
Commercial real estate and land		79			54			34			6			17
Commercial business		7			14			9			17			74
Consumer		150			118			144			324			202
Total recoveries		269			244			198			354			353

Charge-offs:
Residential real estate		74			118			128			140			353
Commercial real estate and land		3			91			0			0			92
Commercial business		140			264			1,205			6			20
Consumer		719			445			346			474			427
Total charge-offs		936			918			1,679			620			892
Net (charge-offs) recoveries		(667	)		(674	)		(1,481	)		(266	)		(539	)
Balance at end of period	$	3,634		$	3,386		$	3,415		$	4,846		$	4,922

Ratio of allowance to total loans outstanding at the end of the period		0.88	%		0.88	%		0.94	%		1.59	%		1.68	%

Ratio of net charge-offs to average loans outstanding during the period		0.17	%		0.18	%		0.48	%		0.09	%		0.19	%

The decrease in the ratio of the allowance for loan losses to total loans outstanding from 2014 to 2015 is primarily due to a $1.2 million charge-off on a commercial loan that had been fully reserved for in prior periods and the Peoples acquisition. Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), acquired loans are recorded at their fair value at the date of acquisition including any discount related to credit risk. As such, loans acquired from Peoples in December 2015 with a fair value of $55.7 million were initially acquired with no allowance for loan losses.

Allowance for Loan Losses Analysis

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.

	At December 31,
	2017					2016					2015					2014					2013
	Amount		Percent of Outstanding Loans in Category			Amount		Percent of Outstanding Loans in Category			Amount		Percent of Outstanding Loans in Category			Amount		Percent of Outstanding Loans in Category			Amount		Percent of Outstanding Loans in Category
	(Dollars in thousands)

Residential real estate⁽¹⁾	$	464		37.80	%	$	460		41.57	%	$	574		44.79	%	$	669		37.97	%	$	874		40.45	%
Commercial real estate and land loans⁽²⁾		1,755		30.98			1,726		29.62			1,698		26.86			1,702		29.44			1,436		29.48
Commercial business		291		7.80			198		5.97			261		6.29			1,480		9.17			1,446		7.31
Consumer		1,124		23.42			1,002		22.84			882		22.06			995		23.42			1,116		22.76
Total allowance for loan losses	$	3,634		100.00	%	$	3,386		100.00	%	$	3,415		100.00	%	$	4,846		100.00	%	$	4,922		100.00	%

__________________________

(1)

Includes residential construction loans.

(2)

Includes commercial real estate construction loans.

Investment Activities

As a federally chartered savings association, the Bank has the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies and of state and municipal governments, deposits at the applicable FHLB, certificates of deposit of federally insured institutions, certain bankers’ acceptances and federal funds. Subject to various restrictions, the Bank may also invest a portion of its assets in commercial paper, corporate debt securities and mutual funds, the assets of which conform to the investments that federally chartered savings institutions are otherwise authorized to make directly. The Bank is also required to maintain minimum levels of liquid assets that vary from time to time. The Bank may decide to increase its liquidity above the required levels depending upon the availability of funds and comparative yields on investments in relation to return on loans.

The Bank is required under federal regulations to maintain a minimum amount of liquid assets and is also permitted to make certain other securities investments. The balance of the Bank’s investments in short-term securities in excess of regulatory requirements reflects management’s response to the significantly increasing percentage of deposits with short maturities. Management intends to hold securities with short maturities in the Bank’s investment portfolio in order to enable the Bank to match more closely the interest-rate sensitivities of its assets and liabilities.

The Bank periodically invests in mortgage-backed securities, including mortgage-backed securities guaranteed or insured by Ginnie Mae, Fannie Mae or Freddie Mac. Mortgage-backed securities generally increase the quality of the Bank’s assets by virtue of the guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Bank. Of the Bank’s total mortgage-backed securities portfolio at December 31, 2017, securities with a market value of $14,000 have adjustable rates as of that date.

The Bank also invests in collateralized mortgage obligations (“CMOs”) issued by Ginnie Mae, Fannie Mae and Freddie Mac, as well as private issuers. CMOs are complex mortgage-backed securities that restructure the cash flows and risks of the underlying mortgage collateral.

At December 31, 2017, neither the Company nor the Bank had an investment in securities (other than United States Government and agency securities), which exceeded 10% of the Company’s consolidated stockholders’ equity at that date.

The following table sets forth the securities portfolio at the dates indicated.

	At December 31,
	2017										2016										2015
	Fair Value		Amortized Cost		Percent of Portfolio			Weighted Average Yield⁽¹⁾			Fair Value		Amortized Cost		Percent of Portfolio			Weighted Average Yield⁽¹⁾			Fair Value		Amortized Cost		Percent of Portfolio			Weighted Average Yield⁽¹⁾
	(Dollars in thousands)
Securities Held to Maturity⁽²⁾
Mortgage-backed securities ⁽³⁾	$	1	$	1		0.01			2.07	%	$	2	$	2		0.01			2.01	%	$	4	$	4		0.01			1.93	%
	$	1	$	1		0.01	%				$	2	$	2		0.01	%				$	4	$	4		0.01	%

Securities Available for Sale
Debt securities:
U.S. agency:
Due in one year or less	$	996	$	1,000		0.35	%		1.22	%	$	2,498	$	2,497		0.96	%		0.89	%	$	2,018	$	2,017		1.08	%		0.82	%
Due after one year through five years		68,032		69,013		25.20			1.36	%		65,935		66,677		25.71			1.32	%		47,819		48,032		25.84			1.25	%
Due after five years through ten years		0		0		0.00			0.00	%		229		233		0.09			1.68	%		31,509		31,616		17.01			1.69	%
Due after ten years through fifteen years		0		0		0.00			0.00	%		0		0		0.00			0.00	%		3,107		3,132		1.69			2.52	%

Mortgage-backed securities and CMOs ⁽³⁾		127,972		130,562		47.67			1.84	%		124,265		126,786		48.87			1.66	%		51,341		51,549		27.73			1.90	%

Municipal:
Due in one year or less		1,640		1,642		0.60			1.82	%		551		550		0.21			5.34	%		504		504		0.27			0.64	%
Due after one year through five years		8,311		8,296		3.03			2.81	%		9,832		9,804		3.78			3.47	%		7,885		7,769		4.18			3.61	%
Due after five years through ten years		29,611		29,553		10.79			2.86	%		18,250		18,459		7.12			3.55	%		14,708		14,322		7.70			4.85	%
Due after ten years		34,610		33,812		12.35			3.97	%		34,210		34,376		13.25			4.26	%		27,742		26,932		14.49			4.89	%

	$	271,172	$	273,878		99.99	%				$	255,770	$	259,382		99.99	%				$	186,633	$	185,873		99.99	%

____________________________

(1)

Weighted average yields are calculated on a fully taxable equivalent basis using a marginal federal income tax rate of 21% as of December 31, 2017 and 34% as of December 31, 2016 and 2015. Weighted average yields are calculated using average prepayment rates for the most recent three-month period.

(2)

Securities held to maturity are carried at amortized cost.

(3)

The expected maturities of mortgage-backed securities and CMOs may differ from contractual maturities because the mortgages underlying the obligations may be prepaid without penalty.

Deposit Activities and Other Sources of Funds

General. Deposits and loan repayments are the major source of the Bank’s funds for lending and investment activities and for its general business purposes. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions. Borrowing may be used on a short-term basis to compensate for reductions in the availability of funds from other sources or may also be used on a longer-term basis for interest rate risk management.

Deposit Accounts. Deposits are attracted from within the Bank’s primary market area through the offering of a broad selection of deposit instruments, including non-interest bearing checking accounts, negotiable order of withdrawal (“NOW”) accounts, money market accounts, regular savings accounts, certificates of deposit and retirement savings plans. Deposit account terms vary, according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of its deposit accounts, the Bank considers the rates offered by its competition, profitability to the Bank, matching deposit and loan products and its customer preferences and concerns. The Bank generally reviews its deposit mix and pricing weekly.

The following table presents the maturity distribution of time deposits of $100,000 or more as of December 31, 2017.

Maturity Period	Amount at December 31, 2017
	(Dollars in thousands)

Three months or less	$	3,762
Over three through six months		3,098
Over six through 12 months		5,340
Over 12 months		9,794
Total	$	21,994

The following table sets forth the balances of deposits in the various types of accounts offered by the Bank at the dates indicated.

	At December 31,
	2017								2016								2015
	Amount		Percent of Total			Increase/ (Decrease)			Amount		Percent of Total			Increase/ (Decrease)			Amount		Percent of Total			Increase/ (Decrease)
	(Dollars in thousands)

Non-interest bearing demand	$	129,828		19.54	%	$	8,524		$	121,304		18.25	%	$	(3,755	)	$	125,059		19.63	%	$	52,017
NOW accounts		233,125		35.08			(3,548	)		236,673		35.61			27,996			208,677		32.75			31,372
Savings accounts		168,388		25.34			9,733			158,655		23.87			14,423			144,232		22.64			66,409
Money market accounts		59,575		8.96			(3,283	)		62,858		9.46			445			62,413		9.79			53,833
Fixed rate time deposits which mature:
Within one year		40,621		6.11			(8,593	)		49,214		7.41			388			48,826		7.66			8,122
After one year, but within three years		19,243		2.90			(5,843	)		25,086		3.77			(12,506	)		37,595		5.90			11,266
After three years, but within five years		13,655		2.05			2,925			10,730		1.61			460			10,267		1.61			1,529
After five years		0		0.00			0			0		0.00			0			0		0.00			0
Club accounts		127		0.02			(3	)		130		0.02			22			108		0.02			(7	)
Total	$	664,562		100.00	%	$	(88	)	$	664,650		100.00	%	$	27,473		$	637,177		100.00	%	$	224,541

The following table sets forth the amount and maturities of time deposits by rates at December 31, 2017.

	Amount Due
	Less Than One Year		1 - 3 Years		3 - 5 Years		After 5 Years		Total		Percent of Total
	(Dollars in thousands)

0.00% — 0.99%	$	37,159	$	14,727	$	10,014	$	0	$	61,900		84.20	%
1.00% — 1.99%		3,462		4,507		3,641		0		11,610		15.79
2.00% — 2.99%		0		9		0		0		9		0.01
3.00% — 3.99%		0		0		0		0		0		0.00
4.00% — 4.99%		0		0		0		0		0		0.00
5.00% — 5.99%		0		0		0		0		0		0.00
6.00% — 6.99%		0		0		0		0		0		0.00
Total	$	40,622	$	19,242	$	13,655	$	0	$	73,519		100.00	%

Borrowings. The Bank relies upon advances from the FHLB to supplement its supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB are secured by certain first mortgage loans. The Bank also uses retail repurchase agreements as a source of borrowings.

The FHLB functions as a central reserve bank providing credit for savings and loan associations and certain other member financial institutions. As a member, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances on the security of such stock and certain of its mortgage loans provided certain standards related to creditworthiness have been met. Advances are made pursuant to several different programs. Each credit program has its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the FHLB’s assessment of the institution’s creditworthiness. Under its current credit policies, the FHLB generally limits advances to 20% of a member’s assets, and short-term borrowing of less than one year may not exceed 10% of the institution’s assets. The FHLB determines specific lines of credit for each member institution.

The following table sets forth certain information regarding the Bank’s use of FHLB advances.

	At or For the Years Ended December 31,
	2017			2016			2015
	(Dollars in thousands)

Maximum balance at any month end	$	10,000		$	0		$	0

Average balance		1,185			0			340

Period end balance		10,000			0			0

Weighted average interest rate:
At end of period		1.67	%		0.00	%		0.00	%

During the period		1.52	%		0.00	%		0.52	%

The Bank also has an unsecured federal funds purchased line of credit through The Bankers Bank of Kentucky with a maximum borrowing amount of $5.0 million and a $2.0 million revolving line of credit with Stock Yards Bank & Trust Company. At December 31, 2017, the Bank had no outstanding federal funds purchased under the lines of credit and the Bank had no borrowings under the lines of credit during 2017.

On July 31, 2015, the Company entered into a $1.0 million revolving line of credit with Stock Yards Bank & Trust Company secured by stock of the Bank held by the Company. The interest rate charged under the line of credit was the prime rate less 0.25%. The line was closed by the Company on July 31, 2016. The following table sets forth certain information regarding the Company’s use of the revolving line of credit for the years ended December 31, 2016 and 2015:

(Dollars in thousands)	2016			2015

Maximum balance at any month end	$	0		$	0

Average balance		0			62

Period end balance		0			0

Weighted average interest rate:
At end of period		0.00	%		0.00	%

During the period		0.00	%		3.18	%

Subsidiary Activities

The Bank is a subsidiary and is wholly-owned by the Company. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are wholly-owned Nevada corporate subsidiaries of the Bank that jointly own First Harrison, LLC, a Nevada limited liability corporation that holds and manages an investment securities portfolio. First Harrison REIT, Inc. is a wholly-owned subsidiary of First Harrison Holdings, Inc., incorporated to hold a portion of the Bank's real estate mortgage loan portfolio. Heritage Hill, LLC is a wholly-owned subsidiary of the Bank acquired in connection with the acquisition of Peoples that holds and operates certain foreclosed real estate properties. FHB Risk Mitigation Services, Inc. (“Captive”) is a wholly-owned insurance subsidiary of the Company that provides property and casualty insurance coverage to the Company, the Bank and the Bank’s subsidiaries, and reinsurance to ten other third party insurance captives, for which insurance may not be currently available or economically feasible in the insurance marketplace.

Personnel

As of December 31, 2017, the Bank had 170 full-time employees and 36 part-time employees. A collective bargaining unit does not represent the employees and the Bank considers its relationship with its employees to be good.

REGULATION AND SUPERVISION

General

As a savings and loan holding company, the Company is required by federal law to report to, and otherwise comply with the rules and regulations of, the Board of Governors of the Federal Reserve Board (the “Federal Reserve Board” or “FRB”). The Bank, an insured federal savings association, is subject to extensive regulation, examination and supervision by the OCC, as its primary federal regulator, and the FDIC, as the deposit insurer.

The Bank is a member of the FHLB System and, with respect to deposit insurance, of the Deposit Insurance Fund managed by the FDIC. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition and obtain regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. The OCC and/or the FDIC conduct periodic examinations to test the Bank’s safety and soundness and compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the OCC, the FDIC or Congress, could have a material adverse impact on the Company, the Bank and their operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) made extensive changes to the regulation of the Bank. Under the Dodd-Frank Act, the Office of Thrift Supervision (the “OTS”) was eliminated and responsibility for the supervision and regulation of federal savings associations such as the Bank was transferred to the OCC on July 21, 2011. The OCC is the agency that is primarily responsible for the regulation and supervision of national banks and federal savings associations, such as the Bank. Additionally, the Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau of the FRB. The Consumer Financial Protection Bureau assumed responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations and has authority to impose new requirements. However, institutions of less than $10 billion in assets, such as the Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the enforcement authority of, their prudential regulators.

Certain regulatory requirements applicable to the Bank and to the Company are referred to below or elsewhere herein. The summary of statutory provisions and regulations applicable to savings associations and their holding companies set forth below and elsewhere in this document does not purport to be a complete description of such statutes and regulations and their effects on the Bank and the Company and is qualified in its entirety by reference to the actual laws and regulations.

Basel III Capital Rules

In July 2013, the federal banking agencies published the Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to savings and loan holding companies and depository institutions, including the Company and the Bank, compared to the former U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Basel III Capital Rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios. The Basel III Capital Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules. The Basel III Capital Rules became effective on January 1, 2015 (subject to a phase-in period).

The Basel III Capital Rules, among other things:

•

introduce a new capital measure called “Common Equity Tier 1” (“CET1”);

•

specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements;

•

define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and

•

expand the scope of the deductions/adjustments as compared to existing regulations.

When fully phased in on January 1, 2019, the Basel III Capital Rules will require the Company and the Bank to maintain:

•

a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7% upon full implementation);

•

a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation);

•

a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation), and

•

a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets (as compared to a current minimum leverage ratio of 3% for banking organizations that either have the highest supervisory rating or have implemented the appropriate federal regulatory authority’s risk-adjusted measure for market risk).

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

Under the Basel III Capital Rules, the initial minimum capital ratios as of January 1, 2015 are as follows:

•

4.5% CET1 to risk-weighted assets;

•

6.0% Tier 1 capital to risk-weighted assets;

•

8.0% Total capital to risk-weighted assets.

The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under the former capital standards, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes of determining regulatory capital ratios. Under the Basel III Capital Rules, the effects of certain accumulated other comprehensive items are not excluded; however, non-advanced approaches banking organizations, including the Company, may make a one-time permanent election to continue to exclude these items. The Company and the Bank made this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Company’s available-for-sale securities portfolio. The Basel III Capital Rules also preclude certain hybrid securities, such as trust preferred securities, as Tier 1 capital of bank holding companies, subject to phase-out. The Company has no trust preferred securities.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

The Basel III Capital Rules prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. Specific changes from the former capital rules impacting the Company’s determination of risk-weighted assets include, among other things:

•

Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans;

•

Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due;

•

Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%); and

•

Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction.

Management believes that, as of December 31, 2017, the Company and the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

Holding Company Regulation

General. The Company is a unitary savings and loan holding company within the meaning of federal law. As such, the Company is registered with the FRB and subject to FRB regulations, examination, supervision and reporting requirements. In addition, the FRB has enforcement authorities over the Company and its non-savings association subsidiaries. Among other things, that authority permits the FRB to restrict or prohibit activities that it determines to be a serious risk to the subsidiary savings association.

Activities Restrictions. Pursuant to federal law and regulations and policy, a savings and loan holding company such as the Company may generally engage in the activities permitted for financial holding companies under Section 4(k) of the Bank Holding Company Act and certain other activities that have been authorized for savings and loan holding companies by regulation.

Federal law prohibits a savings and loan holding company from, directly or indirectly, or through one or more subsidiaries, acquiring more than 5% of the voting stock of another savings association or savings and loan holding company, without prior written approval of the FRB or from acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary savings association, a non-subsidiary holding company, or a non-subsidiary company engaged in activities other than those authorized by federal law, or from acquiring or retaining control of a depository institution that is not insured by the FDIC. In evaluating applications by holding companies to acquire savings associations, the FRB considers, among other things, factors such as the financial and managerial resources and future prospects of the Company and institution involved, the effect of the acquisition on the risk to the deposit insurance funds, the convenience and needs of the community and competitive effects.

The FRB may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings associations in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (ii) the acquisition of a savings association in another state if the laws of the state of the target savings association specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Source of Strength. The Dodd-Frank Act also extends the “source of strength” doctrine to savings and loan holding companies. The regulatory agencies must issue regulations requiring that all bank and savings and loan holding companies serve as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support to their subsidiary depository institutions in times of financial stress.

Dividends. The Bank must notify the FRB thirty (30) days before declaring any dividend to the Company. The FRB’s policy is that a savings and loan holding company experiencing earnings weakness should not pay cash dividends exceeding its net income or which could only be funded in ways that weaken the bank holding company's financial health, such as by borrowing. Additionally, the FRB possesses enforcement powers over savings and loan holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and savings associations and their holding companies.

Acquisition of the Company. Under the federal Change in Bank Control Act, a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan holding company. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the Company’s outstanding voting stock, unless the FRB has found that the acquisition will not result in control of the Company. A change in control definitively occurs upon the acquisition of 25% or more of the Company’s outstanding voting stock. Under the Change in Bank Control Act and its implementing regulations, the FRB generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Any company that acquires control would then be subject to regulation as a savings and loan holding company.

Federal Banking Regulation

Business Activities. The activities of federal savings associations are governed by federal laws and regulations. Those laws and regulations delineate the nature and extent of the business activities in which federal savings associations may engage. In particular, certain lending authority for federal savings associations, e.g., commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Bank Secrecy Act and USA Patriot Act. The Bank Secrecy Act (“BSA”), enacted as the Currency and Foreign Transactions Reporting Act, requires financial institutions, including the Bank, to maintain records of certain customers and currency transactions and to report certain domestic and foreign currency transactions, which may have a high degree of usefulness in criminal, tax, or regulatory investigations or proceedings. This law requires financial institutions to develop a BSA compliance program.

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”), is comprehensive anti-terrorism legislation. Title III of the Patriot Act requires financial institutions, including the Bank, to help prevent and detect international money laundering and the financing of terrorism and prosecute those involved in such activities. The United States Depart of the Treasury (“Treasury”) has adopted additional requirements to further implement Title III.

These regulations have established a mechanism for law enforcement officials to communicate names of suspected terrorists and money launderers to financial institutions, enabling financial institutions to promptly locate accounts and transactions involving those suspects. Financial institutions receiving names of suspects must search their account and transaction records for potential matches and report positive results to the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). Each financial institution must designate a point of contact to receive information requests. These regulations outline how financial institutions can share information concerning suspected terrorist and money laundering activity with other financial institutions under the protection of a statutory safe harbor if each financial institution notifies FinCEN of its intent to share information. The Treasury has also adopted regulations to prevent money laundering and terrorist financing through correspondent accounts that U.S. financial institutions maintain on behalf of foreign banks. These regulations also require financial institutions to take reasonable steps to ensure that they are not providing banking services directly or indirectly to foreign shell banks. In addition, banks must have procedures to verify the identity of their customers.

The Bank has established an anti-money laundering program pursuant to the BSA and a customer identification program pursuant to the Patriot Act. The Bank also maintains records of cash purchases of negotiable instruments, files reports of certain cash transactions exceeding $10,000 (daily aggregate amount), and reports suspicious activity that might signify money laundering, tax evasion, or other criminal activities pursuant to the BSA. The Bank otherwise has implemented policies and procedures to comply with the foregoing requirements.

Capital Requirements. The applicable capital regulations prior to January 1, 2015 required federal savings associations to meet three minimum capital standards: a 1.5% tangible capital to total assets ratio; a 4% tier 1 capital to total assets leverage ratio (3% for institutions receiving the highest rating on the CAMELS examination rating system) and an 8% risk-based capital ratio.

Prior to January 1, 2015, the risk-based capital standard for federal savings associations required the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital less certain specified deductions from total capital such as reciprocal holdings of depository institution capital instruments and equity investments) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet activities, recourse obligations, residual interests and direct credit substitutes, were multiplied by a risk-weight factor of 0% to 100%, assigned by the capital regulation based on the risks believed inherent in the type of asset. Core (Tier 1) capital was generally defined as common stockholders’ equity (including retained earnings), certain non-cumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital (Tier 2 Capital) included cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible debt securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets, and up to 45% of unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital could not exceed 100% of core capital.

The OCC also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular circumstances.

Effective January 1, 2015, the new capital standards discussed under “Basel III Capital Rules” above became effective with respect to the Bank.

Prompt Corrective Regulatory Action. The Federal Deposit Insurance Act, as amended (“FDIA”), requires among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. The FDIA includes the following five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors, as established by regulation. The relevant capital measures are the total risk-based capital ratio, the Tier 1 risk-based capital ratio, the common equity Tier 1 risk-based capital ratio, and the leverage ratio.

A federal savings association will be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity Tier 1 risk-based capital ratio of 6.5% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a common equity Tier 1 risk-based capital ratio of 4.5% or greater, and a leverage ratio of 4.0% or greater and is not “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 risk-based capital ratio of less than 4.5%, or a leverage ratio of less than 4.0%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 risk-based capital ratio of less than 3.0%, or a leverage ratio of less than 3.0%; and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. A bank’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other purposes.

The FDIA generally prohibits a depository institution, including a federal savings association, from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be “undercapitalized.” “Undercapitalized” institutions are subject to growth limitations and are required to submit a capital restoration plan. The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The parent holding company must also provide appropriate assurances of performance. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

“Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator.

The appropriate federal banking agency may, under certain circumstances, reclassify a well-capitalized insured depository institution as adequately capitalized. The FDIA provides that an institution may be reclassified if the appropriate federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.

The appropriate agency is also permitted to require an adequately capitalized or undercapitalized institution to comply with the supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution as critically undercapitalized) based on supervisory information other than the capital levels of the institution.

The Company believes that, as of December 31, 2017, the Bank was “well capitalized” based on the aforementioned ratios.

Insurance of Deposit Accounts. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit insurance is currently $250,000 per depositor, per FDIC-insured institution, per ownership category. Under the Federal Deposit Insurance Corporation’s risk-based assessment system, insured institutions are assigned a risk category based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned, and certain adjustments specified by FDIC regulations. Institutions deemed less risky pay lower assessments. The FDIC may adjust the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment. No institution may pay a dividend if in default of the federal deposit insurance assessment.

The Dodd-Frank Act required the FDIC to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity.

The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory condition imposed in writing by the FDIC or the OCC. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Loans to One Borrower. Federal law provides that federal savings associations are generally subject to the limits on loans to one borrower applicable to national banks. Generally, subject to certain exceptions, a federal savings association may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if secured by specified readily-marketable collateral.

Qualified Thrift Lender (QTL) Test. Federal law requires federal savings associations to meet a qualified thrift lender test. Under the test, a federal savings association is required to either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities but also including education, credit card and small business loans) in at least nine months out of each 12-month period.

A federal savings association that fails the qualified thrift lender test is subject to certain operating restrictions and the Dodd-Frank Act also specifies that failing the qualified thrift lender test is a violation of law that could result in an enforcement action and dividend limitations. As of December 31, 2017, the Bank maintained 80% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.

Limitation on Capital Distributions. Federal regulations impose limitations upon all capital distributions by a federal savings association, including cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and prior approval of the OCC is required before any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under OCC regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the OCC. If an application is not required, the institution must still provide 30 days prior written notice to FRB of the capital distribution if, like the Bank, it is a subsidiary of a holding company, as well as an informational notice filing to the OCC.

If the Bank’s capital fell below its regulatory requirements or the OCC notified it that it was in need of increased supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the OCC could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the OCC determines that such distribution would constitute an unsafe or unsound practice.

Standards for Safety and Soundness. The federal banking agencies have adopted Interagency Guidelines prescribing Standards for Safety and Soundness in various areas such as internal controls and information systems, internal audit, loan documentation and credit underwriting, interest rate exposure, asset growth and quality, earnings and compensation, fees and benefits. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the OCC determines that a savings association fails to meet any standard prescribed by the guidelines, the OCC may require the institution to submit an acceptable plan to achieve compliance with the standard.

Community Reinvestment Act. All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. An institution’s failure to satisfactorily comply with the provisions of the Community Reinvestment Act could result in denials of regulatory applications. Responsibility for administering the Community Reinvestment Act, unlike other fair lending laws, has not been transferred to the Consumer Financial Protection Bureau. The Bank received a “satisfactory” Community Reinvestment Act rating in its most recently completed examination.

Transactions with Related Parties. The Bank’s authority to engage in transactions with “affiliates” (e.g., any entity that controls, is under common control with, or, to a certain extent, controlled by the Bank, including the Company and its other subsidiaries) is limited by federal law. The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings association. The aggregate amount of covered transactions with all affiliates is limited to 20% of the savings association’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type specified by federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must generally be on terms and under circumstances, that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, federal savings associations are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no federal savings association may purchase the securities of any affiliate other than a subsidiary.

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to its executive officers and directors. However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, the Bank’s authority to extend credit to executive officers, directors and 10% shareholders (“insiders”), as well as entities such persons control, is limited. The laws limit both the individual and aggregate amount of loans that the Bank may make to insiders based, in part, on the Bank’s capital level and requires that certain board approval procedures be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. Loans to executive officers are subject to additional limitations based on the type of loan involved.

Enforcement. The OCC has primary enforcement responsibility over federal savings associations and has authority to bring actions against the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institution of receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases. The FDIC has the authority to recommend to the Director of the OCC that enforcement action to be taken with respect to a particular federal savings association. If action is not taken by the Director of the OCC, the FDIC has authority to take such action under certain circumstances. Federal law also establishes criminal penalties for certain violations.

Assessments. Federal savings associations were previously required to pay assessments to the Office of Thrift Supervision to fund the agency’s operations, however, any assessments are now paid to the OCC as the successor to the Office of Thrift Supervision. The general assessments, paid on a semi-annual basis, are computer based upon the savings association’s (including consolidated subsidiaries) total assets, condition and complexity of portfolio. The OCC assessments paid by the Bank for the year ended December 31, 2017 totaled $196,000.

Federal Home Loan Bank System

The Bank is a member of the FHLB System, which consists of 11 regional FHLBs and the Office of Finance. The FHLB provides a central credit facility primarily for member institutions. The Bank, as a member of the FHLB, is required to acquire and hold shares of capital stock in its regional FHLB, which for the Bank is the Federal Home Loan Bank of Indianapolis. The Bank was in compliance with this requirement with an investment in FHLB stock at December 31, 2017 of $1.9 million.

The FHLBs were previously required to provide funds for the resolution of insolvent thrifts in the late 1980s and contribute funds for affordable housing programs. These and similar requirements, or general economic conditions, could reduce the amount of dividends that the FHLBs pay to their members and result in the FHLBs imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future FHLB advances increased, the Bank’s net interest income would likely also be reduced.

Federal Reserve System

The FRB regulations require savings associations to maintain non-interest earning reserves against their transaction accounts (primarily NOW and regular checking accounts). The regulations generally provide that reserves be maintained against aggregate transaction accounts as follows for 2017: a 3% reserve ratio is assessed on net transaction accounts up to and including $115.1 million; a 10% reserve ratio is applied above $115.1 million. The first $15.5 million of otherwise reservable balances (subject to adjustments by the FRB) are exempted from the reserve requirements. The Bank complies with the foregoing requirements. The amounts are adjusted annually and, for 2018, establish a 3% reserve ratio for aggregate transaction accounts up to $122.3 million, a 10% ratio above $122.3 million, and an exemption of $16.0 million. In October 2008, the FRB began paying interest on certain reserve balances.

Other Regulations

The Bank’s operations are also subject to federal laws applicable to credit transactions, including the:

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Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

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Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

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Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

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Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

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Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

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Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

Future Legislation

In addition to the specific legislation described above, the current administration has signed a number of executive orders and memoranda that could directly impact the regulation of the banking industry. Congress is also considering legislation. The orders and legislation may change banking statutes and our operating environment in substantial and unpredictable ways by increasing or decreasing the cost of doing business, limiting or expanding permissible activities, or affecting the competitive balance among banks, savings associations, credit unions, and other financial institutions.

The operations of the Bank also are subject to laws such as the:

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Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

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Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

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Check Clearing for the 21st Century Act (also known as “Check 21”), which gives certain check reproductions, such as digital check images and copies made from that image (a “substitute check”), the same legal standing as the original paper check.

FEDERAL AND STATE TAXATION

Federal Taxation

General. The Company and its subsidiaries report their income on a calendar year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, including particularly the Bank’s reserve for bad debts, as discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company. The Company and the Bank have not been audited by the Internal Revenue Service in the past five years.

The Company and the Bank have entered into a tax allocation agreement. Because the Company owns 100% of the issued and outstanding capital stock of the Bank, the Company and the Bank are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code, of which group the Company is the common parent corporation. As a result of this affiliation, the Bank may be included in the filing of a consolidated federal income tax return with the Company and, if a decision to file a consolidated tax return is made, the parties agree to compensate each other for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal tax return.

Recent Legislation. The Tax Cuts and Jobs Act (“TCJA”) was enacted on December 22, 2017 and, among other changes, lowered the federal corporate tax rate to 21% effective for tax years beginning after December 31, 2017. Prior to enactment of the TCJA, the Company’s effective federal income tax rate was 34%. As a result of the TCJA, the Company incurred additional income tax expense of $290,000 in 2017 related to the revaluation of the Company’s net deferred tax asset.

Bad Debt Reserve. For taxable years beginning after December 31, 1995, the Bank was entitled to take a bad debt deduction for federal income tax purposes which was based on its current or historic net charge-offs by applying the experience reserve method for banks, as long as the Bank did not meet the definition of a “large bank”. Under the Internal Revenue Code, if a bank’s average adjusted assets exceeds $500 million for any tax year it is considered a “large bank” and must utilize the specific charge-off method to compute bad debt deductions. The Bank met the definition of a “large bank” for the tax year ended December 31, 2016 as a result of the acquisition of Peoples. As such, the Bank is required to use the specific charge-off method to compute bad debt deductions beginning in 2016 and its bad debt reserves calculated using the experience reserve method will be recaptured in taxable income over the four-year period ending December 31, 2019.

Potential Recapture of Base Year Bad Debt Reserve. The Bank’s bad debt reserve as of the base year (which is the Bank’s last taxable year beginning before January 1, 1988) is not subject to automatic recapture as long as the Bank continues to carry on the business of banking and does not make “non-dividend distributions” as discussed below. If the Bank no longer qualifies as a bank, the balance of the pre-1988 reserves (the base year reserves) are restored to income over a six-year period beginning in the tax year the Bank no longer qualifies as a bank. Such base year bad debt reserve is also subject to recapture to the extent that the Bank makes “non-dividend distributions” that are considered as made from the base year bad debt reserve. To the extent that such reserves exceed the amount that would have been allowed under the experience method (“Excess Distributions”), then an amount based on the amount distributed will be included in the Bank’s taxable income. Non-dividend distributions include distributions in excess of the Bank’s current and accumulated earnings and profits, distributions in redemption of stock, and distributions in partial or complete liquidation. However, dividends paid out of the Bank’s current or accumulated earnings and profits, as calculated for federal income tax purposes, will not be considered to result in a distribution from the Bank’s bad debt reserve. Thus, any dividends to the Company that would reduce amounts appropriated to the Bank’s bad debt reserve and deducted for federal income tax purposes would create a tax liability for the Bank. The amount of additional taxable income created from an Excess Distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. If the Bank makes a “non-dividend distribution,” then approximately one and one-third times the amount so used would be includable in gross income for federal income tax purposes, assuming a 21% corporate income tax rate (exclusive of state and local taxes) beginning in 2018 with the enactment of the TCJA. The Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserve.

State Taxation

Indiana. Effective July 1, 2013, Indiana amended its tax code to provide for reductions in the franchise tax rate. For the year ended December 31, 2016, Indiana imposed a 7.0% franchise tax based on a financial institution’s adjusted gross income as defined by statute. The Indiana franchise tax rate will be reduced to 6.5% for the Company’s tax year ending December 31, 2017 and will remain at 6.5% for the tax year ending December 31, 2018. The Indiana franchise tax rate will then be reduced to 6.25%, 6.00%, 5.50% and 5.00% for the Company’s tax years ending December 31, 2019, 2020, 2021 and 2022, respectively. Finally, the franchise tax rate will be reduced to 4.90% for the Company’s tax year ending December 31, 2023 and will remain 4.90% thereafter. In computing adjusted gross income, deductions for municipal interest, United States Government interest, the bad debt deduction computed using the reserve method and pre-1990 net operating losses is disallowed. The Company’s Indiana state income tax returns have not been audited in the past five years.

Kentucky. With the acquisition of Peoples in December 2015, the Bank is now subject to a tax on the Bank’s capital attributable to Kentucky as of January 1 each year beginning January 1, 2016. The capital stock tax on savings banks is imposed on the capital of the institution attributable to Kentucky at a rate of $1 for each $1,000 in capital. Taxable capital includes certificates of deposit, savings accounts, demand deposits, undivided profits, surplus and general reserves, less an amount equal to the market value of qualifying U.S. government securities. Because the Bank has business activity both within and without Kentucky, the amount of its capital attributable to Kentucky is determined using a three-factor apportionment formula which considers gross receipts, outstanding loan balances and payroll.

ITEM 1A.

RISK FACTORS

Risks Related To Our Business.

Above average interest rate risk associated with fixed-rate loans may have an adverse effect on our financial position or results of operations.

The Bank’s loan portfolio includes a significant amount of loans with fixed rates of interest. At December 31, 2017, $183.0 million, or 41.9% of the Bank’s total loans receivable, had fixed interest rates all of which were held for investment. The Bank offers ARM loans and fixed-rate loans. Unlike ARM loans, fixed-rate loans carry the risk that, because they do not reprice to market interest rates, their yield may be insufficient to offset increases in the Bank’s cost of funds during a rising interest rate environment. Accordingly, a material and prolonged increase in market interest rates could be expected to have a greater adverse effect on the Bank’s net interest income compared to other institutions that hold a materially larger portion of their assets in ARM loans or fixed-rate loans that are originated for committed sale in the secondary market. For a discussion of the Bank’s loan portfolio, see “Item 1. Business– Lending Activities.”

Higher loan losses could require the Company to increase its allowance for loan losses through a charge to earnings.

When we loan money we incur the risk that our borrowers do not repay their loans. We reserve for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount reserved. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. Our allowance for loan losses at any particular date may not be sufficient to cover future loan losses. We may be required to increase our allowance for loan losses, thus reducing earnings.

Commercial business lending may expose the Company to increased lending risks.

At December 31, 2017, the Bank’s commercial business loan portfolio amounted to $34.1 million, or 7.8% of total loans. Subject to market conditions and other factors, the Bank intends to expand its commercial business lending activities within its primary market area. Commercial business lending is inherently riskier than residential mortgage lending. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation value of these assets in the event of a borrower default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use, among other things. See “Item 1. Business–Lending Activities–Commercial Business Loans.”

Commercial real estate lending may expose the Company to increased lending risks.

At December 31, 2017, the Bank’s commercial real estate loan portfolio amounted to $100.1 million, or 22.9% of total loans. Commercial real estate lending is inherently riskier than residential mortgage lending. Because payments on loans secured by commercial properties often depend upon the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy, among other things. See “Item 1. Business–Lending Activities–Commercial Real Estate Loans.”

Our information systems may experience an interruption or breach in security.

The Bank relies heavily on internal and outsourced digital technologies, communications, and information systems to conduct its business. As our reliance on technology systems increases, the potential risks of technology-related operation interruptions in our customer relationship management, general ledger, deposit, loan, or other systems or the occurrence of cyber incidents also increases. Cyber incidents can result from deliberate attacks or unintentional events including (i) gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruptions; (ii) causing denial-of-service attacks on websites; or (iii) intelligence gathering and social engineering aimed at obtaining information. The occurrence of operational interruption, cyber incident, or a deficiency in the cyber security of our technology systems (internal or outsourced) could negatively impact our financial condition or results of operations.

We have policies and procedures expressly designed to prevent or limit the effect of a failure, interruption, or security breach of our systems and maintain cyber security insurance. However, such policies, procedures, or insurance may prove insufficient to prevent, repel, or mitigate a cyber incident. Significant interruptions to our business from technology issues could result in expensive remediation efforts and distraction of management. During the year, we experienced certain immaterial cyber-attacks or breaches and continue to invest in security and controls to prevent and mitigate future incidents. Although we have not experienced any material losses related to a technology-related operational interruption or cyber-attack, there can be no assurance that such failures, interruptions, or security breaches will not occur in the future or, if they do occur, that the impact will not be substantial.

The occurrence of any failures, interruptions, or security breaches of our technology systems could damage our reputation, result in a loss of customer business, result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of proprietary information, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition, results of operations, or stock price. As cyber threats continue to evolve, we may also be required to spend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors.

Employee errors and employee and/or customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation or financial performance. Misconduct by our employees could include, but is not limited to, hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence.

We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

We depend on outside third parties for processing and handling of our records and data.

The Bank relies on software developed by third party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, and loan and deposit processing, and securities portfolio management. While we perform a review of controls instituted by the vendors over these programs in accordance with industry standards and perform our own testing of user controls, we must rely on the continued maintenance of these controls by the outside party, including safeguards over the security of customer data. In addition, we maintain backups of key processing output daily in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in its ability to conduct our business or process our transactions or incur damage to our reputation if the third party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such disruption or breach of security may have a material adverse effect on our financial condition and results of operations.

We continually encounter technological change.

The banking and financial services industry continually undergoes technological changes, with frequent introductions of new technology-driven products and services. In addition to better meeting customer needs, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that enhance customer convenience and that create additional efficiencies in our operations. Many of our competitors have greater resources to invest in technological improvements, and we may not effectively implement new technology-driven products and services or do so as quickly as our competitors, which could reduce our ability to effectively compete. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to attract and retain skilled people.

The Bank’s success depends on its ability to attract and retain skilled people. Competition for the best people in most activities in which we engage can be intense, and we may not be able to hire people or retain them. The unexpected loss of services of certain of our skilled personnel could have a material adverse impact on our business because of their skills, knowledge of our market, years of industry experience, customer relationships, and the difficulty of promptly finding qualified replacement personnel.

Loss of key employees may disrupt relationships with certain customers.

Our customer relationships are critical to the success of our business, and loss of key employees with significant customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor. While we believe our relationships with key personnel are strong, we cannot guarantee that all of our key personnel will remain with the organization, which could result in the loss of some of our customers and could have a negative impact on our business, financial condition, and results of operations.

Risks Related to the Banking Industry.

Our business may be adversely affected by conditions in the financial markets and economic conditions generally.

Our financial performance depends to a large extent on the business environment in our geographically concentrated five-county market area, the nearby suburban metropolitan Louisville market, the states of Indiana and Kentucky, and the U.S. as a whole. In particular, the current environment impacts the ability of borrowers to pay interest on and repay principal of outstanding loans as well as the value of collateral securing those loans. A favorable business environment is generally characterized by economic growth, low unemployment, efficient capital markets, low inflation, high business and investor confidence, strong business earnings, and other factors. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.

In the recent past, our market area, the suburban metropolitan Louisville market, the states of Indiana and Kentucky, and the U.S. as a whole experienced a downward economic cycle. Significant weakness in market conditions adversely impacted all aspects of the economy, including our business. In particular, dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, negatively impacted the credit performance of construction loans, which resulted in significant write-downs of assets by many financial institutions. Business activity across a wide range of industries and regions was greatly reduced, and local governments and many businesses experienced serious difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets. In addition, unemployment increased significantly during that period, which further contributed to the adverse business environment for households and businesses.

While economic conditions have shown signs of improvement through 2017, there can be no assurance that economic recovery will continue, and future deterioration would likely exacerbate the adverse effects of recent difficult market conditions on us and others in the financial institutions industry. Market stress could have a material adverse effect on the credit quality of our loans, and therefore, our financial condition and results of operations as well as other potential adverse impacts including:

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There could be an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally.

•

There could be an increase in write-downs of asset values by financial institutions, such as the Bank.

•

There could be the loss of collateral value on commercial and real estate loans that are secured by real estate located in our market area. A further significant decline in real estate values in our market would mean that the collateral for many of our loans would provide less security. As a result, we would be more likely to suffer losses on defaulted loans because our ability to fully recover on defaulted loans by selling the real estate collateral would be diminished.

•

Our ability to assess the creditworthiness of customers could be impaired if the models and approaches it uses to select, manage, and underwrite credits become less predictive of future performance.

•

The process we use to estimate losses inherent in our loan portfolio requires difficult, subjective, and complex judgments. This process includes analysis of economic conditions and the impact of these economic conditions on borrowers’ ability to repay their loans. The process could no longer be capable of accurate estimation and may, in turn, impact its reliability.

•

The Bank could be required to pay significantly higher FDIC premiums in the future if losses further deplete the Deposit Insurance Fund.

•

We could face increased competition due to intensified consolidation of the financial services industry. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition, and results of operations.

Future economic conditions in our market will depend on factors outside of our control such as political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government, military and fiscal policies and inflation.

Turmoil in the financial markets could result in lower fair values for our investment securities.

Major disruptions in the capital markets experienced in recent years have adversely affected investor demand for all classes of securities, excluding U.S. Treasury securities, and resulted in volatility in the fair values of our investment securities. Significant prolonged reduced investor demand could manifest itself in lower fair values for these securities and may result in recognition of an other-than-temporary impairment (“OTTI”), which could have a material adverse effect on our financial condition and results of operations.

Municipal securities can also be impacted by the business environment of their geographic location. Although this type of security historically experienced extremely low default rates, municipal securities are subject to systemic risk since cash flows generally depend on (i) the ability of the issuing authority to levy and collect taxes or (ii) the ability of the issuer to charge for and collect payment for essential services rendered. If the issuer defaults on its payments, it may result in the recognition of OTTI or total loss, which could have a material adverse effect on our financial condition and results of operations.

Strong competition within the Bank’s market area could hurt the Company’s profitability and growth.

The Bank faces intense competition both in making loans and attracting deposits. This competition has made it more difficult for it to make new loans and at times has forced it to offer higher deposit rates. Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. Some of the institutions with which the Bank competes have substantially greater resources and lending limits than it has and may offer services that the Bank does not provide. Future competition will likely increase because of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. The Company’s profitability depends upon the Bank’s continued ability to compete successfully in its market area.

We are subject to federal regulations that seek to protect the Deposit Insurance Fund and the depositors and borrowers of the Bank, and our federal regulators may impose restrictions on our operations that are detrimental to holders of the Company’s common stock.

We are subject to extensive regulation, supervision and examination by the FRB and the OCC, our primary federal regulators, and the FDIC, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock. Our regulators may subject us to supervisory and enforcement actions, such as the imposition of certain restrictions on our operations, requirements that we take remedial action, the classification of our assets and the determination of the level of our allowance for loan losses, that are aimed at protecting the insurance fund and the depositors and borrowers of the Bank but that are detrimental to holders of the Company’s common stock. Any change in our regulation or oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

The Federal Reserve may require us to commit capital resources to support First Harrison Bank.

As a matter of policy, the FRB expects a savings and loan holding company to act as a source of financial and managerial strength to a subsidiary savings association and to commit resources to support such subsidiary bank. The Dodd-Frank Act codified the FRB’s policy on serving as a source of financial strength. Under the “source of strength” doctrine, the FRB may require a savings and loan holding company to make capital injections into a troubled subsidiary savings association and may charge the savings and loan holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary savings association. A capital injection may be required at times when the savings and loan holding company may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Any loans by a savings and loan holding company to its subsidiary savings association are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary savings association. In the event of a savings and loan holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary savings association. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the savings and loan holding company’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by us to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations.

Financial regulatory reform may have a material impact on the Company’s operations.

The Dodd-Frank Act contains various provisions designed to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as occurred in 2008 and 2009. These include provisions strengthening holding company capital requirements, requiring retention of a portion of the risk of securitized loans and regulating debit card interchange fees. The Dodd-Frank Act also created the Consumer Financial Protection Bureau to administer consumer protection and fair lending laws, a function that was formerly performed by the depository institution regulators. The full impact of the Dodd-Frank Act on our business and operations will not be known for years until regulations implementing the statute are written and adopted. However, it is likely that the provisions of the Dodd-Frank Act will have an adverse impact on our operations, particularly through increased regulatory burden and compliance costs.

Additionally, in July 2013, the federal banking agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets, to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (“banking organizations”). Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rule also limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The rule became effective on January 1, 2015. The capital conservation buffer requirement began phasing in on January 1, 2016 and will end January 1, 2019, when the full capital conservation buffer requirement will be effective.

Compliance with these rules will impose additional costs on banking entities and their holding companies.

Acquisitions and the addition of branch facilities may not produce revenue enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties and dilution to existing shareholder value.

We regularly explore opportunities to establish branch facilities and acquire other banks or financial institutions. New or acquired branch facilities and other facilities may not be profitable. We may not be able to correctly identify profitable locations for new branches. The costs to start up new branch facilities or to acquire existing branches, and the additional costs to operate these facilities, may increase our noninterest expense and decrease earnings in the short term. It may be difficult to adequately and profitably manage growth through the establishment of these branches. In addition, we can provide no assurance that these branch sites will successfully attract enough deposits to offset the expenses of operating these branch sites. Any new or acquired branches will be subject to regulatory approval, and there can be no assurance that we will succeed in securing such approvals.

Risks Related to the Company’s Stock.

An investment in the Company’s Common Stock is not an insured deposit.

The Company’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund, or by any other public or private entity. Investment in the Company’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any public company. As a result, if you acquire the Company’s common stock, you could lose some or all of your investment.

The price of the Company’s common stock may be volatile, which may result in losses for investors.

General market price declines or market volatility in the future could adversely affect the price of the Company’s common stock. In addition, the following factors may cause the market price for shares of the Company’s common stock to fluctuate:

	•	announcements of developments related to the Company’s business;

•

fluctuations in the Company’s results of operations;

•

sales or purchases of substantial amounts of the Company’s securities in the marketplace;

•

general conditions in the Company’s banking niche or the worldwide economy;

•

a shortfall or excess in revenues or earnings compared to securities analysts’ expectations;

•

changes in analysts’ recommendations or projections; and

•

the Company’s announcement of new acquisitions or other projects.

The trading volume in the Company’s common stock is less than that of other larger financial services institutions.

Although the Company’s common stock is listed for trading on The NASDAQ Capital Market, the trading volume in its common stock may be less than that of other, larger financial services companies. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Company’s common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control. During any period of lower trading volume of the Company’s common stock, significant sales of shares of the Company’s common stock, or the expectation of these sales could cause the Company’s common stock price to fall.

The Company’s Articles of Incorporation, Indiana law, and certain banking laws may have an anti-takeover effect.

Provisions of the Company’s Articles of Incorporation, the Indiana Business Corporation Law and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Company, even if doing so would be perceived to be beneficial by the Company’s shareholders. The combination of these provisions could have the effect of inhibiting a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Company’s common stock.

The Company may issue additional securities, which could dilute the ownership percentage of holders of the Company’s common stock.

The Company may issue additional securities to, among other reasons, raise additional capital or finance acquisitions, and, if it does, the ownership percentage of holders of the Company’s common stock could be diluted potentially materially.

We may not be able to pay dividends in the future in accordance with past practice.

The Company has traditionally paid a quarterly dividend to common shareholders. The payment of dividends is subject to legal and regulatory restrictions. Any payment of dividends in the future will depend, in large part, on our earnings, capital requirements, financial condition and other factors considered relevant by the Company’s Board of Directors. The Board may, at its discretion, further reduce or eliminate dividends or change its dividend policy in the future.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

The following table sets forth certain information regarding the Bank’s offices as of December 31, 2016.

Location	Year Opened		Net Book Value⁽¹⁾		Owned/ Leased	Approximate Square Footage
				(Dollars in thousands)
Main Office:

220 Federal Drive, N.W. Corydon, Indiana 47112		1997	$	1,481	Owned		12,000

Branch Offices:

391 Old Capital Plaza, N.E. Corydon, Indiana 47112		1997		126	Leased⁽²⁾		425

8095 State Highway 135, N.W. New Salisbury, Indiana 47161		1999		451	Owned		3,500

710 Main Street Palmyra, Indiana 47164		1991		1,093	Owned		6,000

9849 Highway 150 Greenville, Indiana 47124		1986		216	Owned		2,484

5100 State Road 64 (Edwardsville Branch) Georgetown, Indiana 47122		2008		1,111	Owned		4,988

4303 Charlestown Crossing New Albany, Indiana 47150		1999		678	Owned		3,500

3131 Grant Line Road New Albany, Indiana 47150		2003		1,393	Owned		12,200

5609 Williamsburg Station Road Floyds Knobs, Indiana 47119		2003		515	Owned		4,160

2744 Allison Lane Jeffersonville, Indiana 47130		2003		1,027	Owned		4,090

1312 S. Jackson Street Salem, Indiana 47167		2007		807	Owned		3,400

2420 Barron Avenue NE Lanesville, Indiana 47136		2010		753	Owned		1,450

7735 Highway 62 Charlestown, Indiana 47111		2017		1,767	Owned		2,500

1612 Highway 44 East Shepherdsville, Kentucky 40165		1980		1,372	Owned		11,892

130 S. Buckman Street Shepherdsville, Kentucky 40165		1962		299	Owned		3,840

550 John Harper Highway Shepherdsville, Kentucky 40165		1999		1,050	Owned		6,648

100 S. Bardstown Road Mount Washington, Kentucky 40047		1991		732	Owned		5,169

140 S. Poplar Street Lebanon Junction, Kentucky 40150		1973		160	Owned		2,795

_____________

(1)

Represents the net value of land, buildings, furniture, fixtures and equipment owned by the Bank.

(2)

Lease expires in April 2020.

ITEM 3.

LEGAL PROCEEDINGS

At December 31, 2017, neither the Company nor the Bank was involved in any pending legal proceedings believed by management to be material to the Company’s financial condition or results of operations. From time to time, the Bank is involved in legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition, results of operations or cash flows.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common shares of the Company are traded on The NASDAQ Capital Market under the symbol “FCAP.” As of December 31, 2017, the Company had 1,128 stockholders of record and 3,336,964 common shares outstanding. This does not reflect the number of persons whose shares are in nominee or "street" name accounts through brokers. See Note 18 in the accompanying Notes to Consolidated Financial Statements for information regarding dividend restrictions applicable to the Company.

The following table lists quarterly market price and dividend information per common share for the years ended December 31, 2017 and 2016 as reported by NASDAQ.

	High		Low				Market price
	Sale		Sale		Dividends		end of period
2017:
First Quarter	$	34.50	$	28.97	$	0.21	$	33.75
Second Quarter		33.55		29.81		0.21		31.15
Third Quarter		37.00		30.02		0.22		35.50
Fourth Quarter		37.08		33.75		0.22		36.74

2016:
First Quarter	$	28.75	$	23.50	$	0.21	$	27.50
Second Quarter		34.58		27.21		0.21		33.89
Third Quarter		35.00		26.58		0.21		31.77
Fourth Quarter		33.00		28.40		0.21		32.42

Purchases of Equity Securities

On August 19, 2008, the board of directors authorized the repurchase of up to 240,467 shares of the Company’s outstanding common stock. The stock repurchase program will expire upon the purchase of the maximum number of shares authorized under the program, unless the board of directors terminates the program earlier. There were no shares purchased under the stock repurchase program during the quarter ended December 31, 2017. The maximum number of shares that may yet be purchased under the plan is 143,032.

Equity Compensation Plan Information as of December 31, 2017

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	-	N/A	204,000
Equity compensation plans not approved by security holders	-	N/A	-
Total	-	N/A	204,000

The Company does not maintain any equity compensation plans that have not been approved by security holders.

Stock Performance Graph

The following graph compares the cumulative total shareholder returns of our common stock, the NASDAQ Composite Index, and the American Bankers Association NASDAQ Community Bank Index for the five-year period ending December 31, 2017. The graph assumes an investment of $100.00 in our common stock and each index on December 31, 2012 and reinvestment of all quarterly dividends. Measurement points are the last trading day of each year.

ITEM 6.

SELECTED FINANCIAL DATA

The consolidated financial data presented below is qualified in its entirety by the more detailed financial data appearing elsewhere in this report, including the Company's audited consolidated financial statements.

FINANCIAL CONDITION DATA:	At December 31,
	2017		2016		2015		2014		2013
	(In thousands)

Total assets	$	758,956	$	743,658	$	715,827	$	472,761	$	444,384
Cash and cash equivalents (1)		25,915		45,909		109,292		35,326		12,398
Securities available for sale		271,172		255,770		186,633		98,143		107,500
Interest-bearing time deposits		9,258		14,735		16,655		8,270		4,425
Net loans		409,618		381,154		359,166		300,603		288,506
Deposits		664,562		664,650		637,177		412,636		373,830
Retail repurchase agreements		0		0		0		0		9,310
Advances from FHLB		10,000		0		0		0		5,100
Stockholders' equity, net of noncontrolling interest in subsidiary		80,938		75,730		74,396		57,121		53,227

	For the Year Ended
OPERATING DATA:	December 31,
	2017		2016		2015		2014		2013
	(In thousands)

Interest income	$	26,422	$	25,094	$	18,713	$	18,399	$	18,411
Interest expense		1,392		1,763		1,004		1,144		1,653
Net interest income		25,030		23,331		17,709		17,255		16,758
Provision for loan losses		915		645		50		190		725
Net interest income after provision for loan losses		24,115		22,686		17,659		17,065		16,033

Noninterest income		6,698		6,169		5,124		4,936		4,640
Noninterest expense		20,258		19,455		15,608		14,082		13,331

Income before income taxes		10,555		9,400		7,175		7,919		7,342

Income tax expense		3,103		2,523		1,964		2,312		2,255

Net Income		7,452		6,877		5,211		5,607		5,087
Less:net income attributable to noncontrolling interest in subsidiary		13		13		13		13		13
Net Income Attributable to First Capital, Inc.	$	7,439	$	6,864	$	5,198	$	5,594	$	5,074


PER SHARE DATA (2):
Net income - basic	$	2.24	$	2.05	$	1.87	$	2.03	$	1.82
Net income - diluted		2.23		2.05		1.87		2.03		1.82
Dividends		0.86		0.84		0.84		0.84		0.80

(1)

Includes cash and due from banks, interest-bearing deposits in other depository institutions and federal funds sold.

(2)

Per share data excludes net income attributable to noncontrolling interest in subsidiary.

	At or For the Year Ended
SELECTED FINANCIAL RATIOS:	December 31,

	2017			2016			2015			2014			2013
Performance Ratios:

Return on assets (1)		0.99	%		0.94	%		1.06	%		1.22	%		1.11	%
Return on average equity (2)		9.37	%		8.90	%		8.65	%		10.09	%		9.56	%
Dividend payout ratio (3)		38.39	%		40.98	%		44.92	%		41.38	%		43.96	%
Average equity to average assets		10.51	%		10.51	%		12.30	%		12.08	%		11.65	%
Interest rate spread (4)		3.58	%		3.43	%		3.96	%		4.06	%		3.98	%
Net interest margin (5)		3.64	%		3.50	%		4.03	%		4.14	%		4.07	%
Noninterest expense to average assets		2.68	%		2.65	%		3.19	%		3.07	%		2.93	%
Average interest earning assets to
average interest bearing liabilities		130.83	%		128.98	%		129.61	%		127.64	%		124.42	%


Regulatory Capital Ratios (Bank only):

Tier 1 leverage ratio		9.67	%		9.30	%		12.15	%		10.59	%		10.89	%
Tier 1 risk-based capital ratio		13.80	%		14.28	%		15.26	%		14.55	%		14.86	%
Common equity tier 1 capital ratio (6)		13.80	%		14.28	%		15.26	%		N/A			N/A
Total risk-based capital ratio		14.49	%		14.98	%		16.07	%		15.80	%		16.11	%

Asset Quality Ratios:

Nonperforming loans as a percent of
net loans (7)		0.69	%		0.79	%		1.27	%		1.07	%		1.90	%
Nonperforming assets as a
percent of total assets (8)		0.90	%		1.04	%		1.32	%		0.70	%		1.34	%
Allowance for loan losses as a percent
of gross loans receivable		0.88	%		0.88	%		0.94	%		1.59	%		1.68	%

(1)

Net income attributable to First Capital, Inc. divided by average assets.

(2)

Net income attributable to First Capital, Inc. divided by average equity.

(3)

Common stock dividends declared per share divided by net income per share.

(4)

Difference between weighted average yield on interest-earning assets and weighted average cost of interest-bearing liabilities.
Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34%.

(5)

Net interest income as a percentage of average interest-earning assets.

(6)

The common equity tier 1 capital ratio became effective January 1, 2015.

(7)

Nonperforming loans consist of loans accounted for on a nonaccrual basis and accruing loans 90 days or more past due.

(8)

Nonperforming assets consist of nonperforming loans and real estate acquired in settlement of loans.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

General

As the holding company for the Bank, the Company conducts its business primarily through the Bank. The Bank’s results of operations depend primarily on net interest income, which is the difference between the income earned on its interest-earning assets, such as loans and investments, and the cost of its interest-bearing liabilities, consisting primarily of deposits, retail repurchase agreements and borrowings from the FHLB. The Bank’s net income is also affected by, among other things, fee income, provisions for loan losses, operating expenses and income tax provisions. The Bank’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government legislation and policies concerning monetary and fiscal affairs, housing and financial institutions and the intended actions of the regulatory authorities.

Management uses various indicators to evaluate the Company’s financial condition and results of operations. Many of these indicators were affected by the Peoples acquisition in 2015 as one-time acquisition expenses associated with the acquisition and integration of Peoples were partially offset by increases in net interest income after provision for loan losses, noninterest income and the effect of purchase accounting adjustments. Indicators include the following:

•

Net income and earnings per share – Net income attributable to the Company was $7.4 million, or $2.23 per diluted share for 2017 compared to $6.9 million, or $2.05 per diluted share for 2016 and $5.2 million, or $1.87 per diluted share for 2015. Excluding one-time acquisition-related expenses, the Company would have reported net income of $6.1 million, or $2.18 per share for 2015.

•

Return on average assets and return on average equity – Return on average assets for 2017 was 0.99% compared to 0.94% for 2016 and 1.06% for 2015, and return on average equity for 2017 was 9.37% compared to 8.90% for 2016 and 8.65% for 2015.

•

Efficiency ratio – The Company’s efficiency ratio (defined as noninterest expenses divided by net interest income plus noninterest income) was 63.8% for 2017 compared to 65.9% for 2016 and 68.4% for 2015. Excluding one-time acquisition-related expenses, the efficiency ratio would have been 64.0% for 2015.

•

Asset quality – Net loan charge-offs decreased from $674,000 for 2016 and $1.5 million for 2015 to $667,000 for 2017. In addition, total nonperforming assets (consisting of nonperforming loans and foreclosed real estate) decreased from $7.7 million, or 1.04% of total assets, at December 31, 2016 to $6.8 million, or 0.90% of total assets, at December 31, 2017. Management has continued to work diligently throughout 2017 to address nonperforming assets acquired from Peoples. The allowance for loan losses was 0.88% of total outstanding loans and 128.6% of nonperforming loans at December 31, 2017 compared to 0.88% of total outstanding loans and 112.0% of nonperforming loans at December 31, 2016.

•

Shareholder return – Total shareholder return, including the increase in the Company’s stock price from $32.42 at December 31, 2016 to $36.74 at December 31, 2017 and dividends of $0.86 per share, was 16.0% compared to 27.4% for 2016 and 10.7% for 2015.

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company and the Bank. The information contained in this section should be read in conjunction with the consolidated financial statements and the accompanying Notes to Consolidated Financial Statements included in this report.

Operating Strategy

The Company is the parent company of an independent community-oriented financial institution that delivers quality customer service and offers a wide range of deposit, loan and investment products to its customers. The commitment to customer needs, the focus on providing consistent customer service, and community service and support are the keys to the Bank’s past and future success. The Company has no other material income other than that generated by the Bank and its subsidiaries.

The Bank’s primary business strategy is attracting deposits from the general public and using those funds to originate residential mortgage loans, multi-family residential loans, commercial real estate and business loans and consumer loans. The Bank invests excess liquidity primarily in interest-bearing deposits with the FHLB and other financial institutions, federal funds sold, U.S. government and agency securities, local municipal obligations and mortgage-backed securities.

In recent years, the Company’s operating strategy has also included strategies designed to enhance profitability by increasing sources of noninterest income and improving operating efficiency while managing its capital and limiting its credit risk and interest rate risk exposures. To accomplish these objectives, the Company has focused on the following:

•

Monitoring asset quality and credit risk in the loan and investment portfolios, with an emphasis on reducing nonperforming assets and originating high-quality commercial and consumer loans. As noted above, nonperforming assets acquired with Peoples decreased from $6.3 million at December 31, 2015 to $5.0 million at December 31, 2017. A key focus of management in 2018 will be the continued reduction of nonperforming assets through improved collection efforts and underwriting on nonperforming loans and the sale of foreclosed real estate properties.

•

Being active in the local community, particularly through our efforts with local schools, to uphold our high standing in our community and marketing to our next generation of customers.

•

Improving profitability by expanding our product offerings to customers and investing in technology to increase the productivity and efficiency of our staff.

•

Continuing to emphasize commercial real estate and other commercial business lending as well as consumer lending. The Bank will also continue to focus on increasing secondary market lending as a source of noninterest income. With our integration of Peoples now complete, management intends to continue to focus on growth in the loan portfolio and the secondary market lending program in the Bullitt County, Kentucky market.

•

Growing commercial and personal demand deposit accounts which provide a low-cost funding source.

•

Evaluating vendor contracts for potential cost savings and efficiencies.

•

Continuing our capital management strategy to enhance shareholder value through the repurchase of Company stock and the payment of dividends.

	•	Evaluating growth opportunities to expand the Bank’s market area and market share through acquisitions of other financial institutions or branches of other institutions. The acquisition of Peoples in December 2015 expanded our market area into Bullitt County, Kentucky, where Peoples was the leader in deposit account market share among FDIC-insured institutions. We opened our new River Ridge office in Clark County, Indiana in May 2017. Our focus in 2018 will be to continue the enhancement and expansion of our customer relationships in these new markets.

	•	Ensuring that the Company attracts and retains talented personnel and that an optimal level of performance and customer service is promoted at all levels of the Company.

Critical Accounting Policies and Estimates

The accounting and reporting policies of the Company comply with U.S. GAAP and conform to general practices within the banking industry. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. The financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding reported results. Critical accounting policies are those policies that require management to make assumptions about matters that are highly uncertain at the time an accounting estimate is made; and different estimates that the Company reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the Company’s financial condition, changes in financial condition or results of operations. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of financial statements. These factors include, among other things, whether the estimates are significant to the financial statements, the nature of the estimates, the ability to readily validate the estimates with other information including third parties or available prices, and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized under U.S. GAAP.

Significant accounting policies, including the impact of recent accounting pronouncements, are discussed in Note 1 of the accompanying Notes to Consolidated Financial Statements. Those policies considered to be critical accounting policies are described below.

Allowances for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectability of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the OCC, as an integral part of its examination process, periodically reviews our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings. Note 1 and Note 5 of the accompanying Notes to Consolidated Financial Statements describe the methodology used to determine the allowance for loan losses. The Company has not made any substantive changes to its methodology for determining the allowance for loan losses during the year ended December 31, 2017, and there have been no material changes in the assumptions or estimation techniques compared to the prior year.

Valuation Methodologies. In the ordinary course of business, management applies various valuation methodologies to assets and liabilities that often involve a significant degree of judgment, particularly when active markets do not exist for the items being valued. Generally, in evaluating various assets for potential impairment, management compares the fair value to the carrying value. Quoted market prices are referred to when estimating fair values for certain assets, such as certain investment securities. For investment securities for which quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. However, for those items for which market-based prices do not exist and an independent pricing service is not readily available, management utilizes significant estimates and assumptions to value such items. Examples of these items include goodwill and other intangible assets, acquired loans and deposits, foreclosed and other repossessed assets, impaired loans, stock-based compensation and certain other financial investments. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on the Company’s results of operations. Note 20 and Note 21 of the accompanying Notes to Consolidated Financial Statements describe the methodologies used to determine the fair value of investment securities, impaired loans, foreclosed real estate and other assets. There were no changes in the valuation techniques and related inputs used during the year ended December 31, 2017.

Results of Operations for the Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Net Income. Net income attributable to the Company was $7.4 million ($2.23 per share diluted; weighted average common shares outstanding of 3,329,563, as adjusted) for the year ended December 31, 2017 compared to $6.9 million ($2.05 per share diluted; weighted average common shares outstanding of 3,343,416, as adjusted) for the year ended December 31, 2016. The Tax Cuts and Jobs Act (“TCJA”) signed into law on December 22, 2017 resulted in the Company recognizing an additional $290,000 in income tax expense during 2017 related to the revaluation of the Company’s net deferred tax assets at the new federal corporate tax rate of 21%. Excluding this additional expense, the Company would have reported net income of $7.7 million, or $2.32 per diluted share, for the year ended December 31, 2017.

Net Interest Income. Net interest income increased $1.7 million, or 7.3%, from $23.3 million for 2016 to $25.0 million for 2017 primarily due to increases in the average balance of interest-earning assets and the interest rate spread, the difference between the average tax-equivalent yield on interest-earning assets and the average cost of interest-bearing liabilities.

Total interest income increased $1.3 million for 2017 as compared to 2016. This increase was primarily a result of increases in the average balance of interest-earning assets from $685.0 million for 2016 to $708.4 million for 2017 and in the tax-equivalent yield on interest-earning assets from 3.76% for 2016 to 3.84% for 2017. The increase in the average balance of interest-earning assets in 2017 was primarily attributable to growth in loans and investment securities partially offset by declining balances in federal funds sold and interest-bearing deposits with banks, which generally provide a lower yield than loans and investment securities. Interest on loans increased $622,000 as a result of the average balance of loans increasing from $367.7 million for 2016 to $399.8 million for 2017 partially offset by the average tax-equivalent yield on loans decreasing from 5.47% for 2016 to 5.19% for 2017. Net accretion on acquired loans from Peoples, included in interest income, decreased from $623,000 in 2016 to $124,000 in 2017. Interest and dividends on investment securities (including FHLB stock) increased $856,000 for 2017 compared to 2016 due to an increase in the average balance of investment securities from $231.6 million for 2016 to $275.8 million for 2017. Other interest income decreased $150,000 for 2017 as compared to 2016 primarily due to the average balance of federal funds sold and interest-bearing deposits with banks decreasing from $85.7 million for 2016 to $32.8 million for 2017 partially offset by the average yield increasing from 0.61% to 1.13% when comparing the two periods.

Total interest expense decreased $371,000, from $1.8 million for 2016 to $1.4 million for 2017, due to a decrease in the average cost of interest-bearing liabilities from 0.33% for 2016 to 0.26% for 2017 partially offset by an increase in the average balance of interest-bearing liabilities from $531.1 million for 2016 to $541.5 million for 2017. Included in the interest-bearing liabilities were borrowed funds with an average balance and average cost of $1.2 million and 1.52%, respectively, for 2017. There were no borrowed funds in 2016. For further information, see “Average Balances and Yields” below. The changes in interest income and interest expense resulting from changes in volume and changes in rates for 2017 and 2016 are shown in the schedule captioned “Rate/Volume Analysis” included herein.

Provision for Loan Losses. The provision for loan losses was $915,000 for 2017 compared to $645,000 for 2016. The consistent application of management’s allowance methodology resulted in an increase in the provision for loan losses for 2017, primarily due to the loan portfolio growth during the year. Total outstanding loans increased by $28.5 million during 2017 compared to an increase of $21.7 million during 2016. Net charge-offs decreased slightly from $674,000 for 2016 to $667,000 for 2017 when comparing the two periods, and nonperforming loans decreased from $3.0 million at December 31, 2016 to $2.8 million at December 31, 2017. The provisions were recorded to bring the allowance to the level determined in applying the allowance methodology after reduction for net charge-offs during the year.

Provisions for loan losses are charges to earnings to maintain the total allowance for loan losses at a level considered reasonable by management to provide for probable known and inherent loan losses based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specified impaired loans and economic conditions. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and other conditions that may be beyond the Bank’s control. While the Bank maintains the allowance for loan losses at a level that it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed the estimated amounts.

Noninterest income. Noninterest income increased $529,000 to $6.7 million for 2017. Service charges and fees on deposit accounts and gains on the sale of loans increased $466,000 and $206,000, respectively, when comparing the two periods. Those increases were partially offset by a $122,000 decrease in gains on the sale of securities. The increase in service charges and fees on deposit accounts is primarily due to increases in overdraft charges and ATM/debit card fees.

Noninterest expense. Noninterest expense increased $803,000, or 4.1%, to $20.3 million for 2017 compared to $19.5 million for 2016 primarily due increases in compensation and benefits expense of $717,000 and data processing expense of $286,000 when comparing the two periods. This was partially offset by decreases of $155,000 in professional fees and $141,000 in other operating expenses. Compensation and benefits expense increased primarily due to normal salaries and benefits increases and increased incentive compensation. Data processing expense increased primarily due to increased customer activity, particularly related to ATM and electronic banking usage. Professional fees decreased due to Sarbanes-Oxley implementation costs in 2016, and other operating expenses decreased primarily due to lower FDIC insurance premiums and costs associated with integrating the Peoples branches in 2016.

Income tax expense. The Company recognized income tax expense of $3.1 million for 2017 compared to $2.5 million for 2016. The effective tax rate increased from 26.8% for 2016 to 29.4% for 2017 due to the previously mentioned $290,000 of additional income tax expense related to the revaluation of the Company’s net deferred tax assets as a result of the TCJA lowering the federal corporate tax rate to 21%. See Note 13 of the accompanying Notes to Consolidated Financial Statements for additional details on the Company’s income tax expense.

Results of Operations for the Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015

Net Income. Net income attributable to the Company was $6.9 million ($2.05 per share diluted; weighted average common shares outstanding of 3,343,416, as adjusted) for the year ended December 31, 2016 compared to $5.2 million ($1.87 per share diluted; weighted average common shares outstanding of 2,783,912, as adjusted) for the year ended December 31, 2015. The results for 2015 included one-time acquisition-related expenses of $1.0 million related to the Peoples acquisition in December 2015. Excluding the one-time acquisition-related expenses from 2015, the Company would have reported net income of $6.1 million, or $2.18 per diluted share, for the year ended December 31, 2015.

Net Interest Income. Net interest income increased $5.6 million, or 31.8%, from $17.7 million for 2015 to $23.3 million for 2016 primarily due to an increase in the average balance of interest-earning assets partially offset by a decrease in the interest rate spread.

Total interest income increased $6.4 million for 2016 as compared to 2015. This increase was primarily a result of the average balance of interest-earning assets increasing from $454.4 million for 2015 to $685.0 million for 2016 partially offset by the tax-equivalent yield on interest-earning assets decreasing from 4.25% for 2015 to 3.76% for 2016. Both the increase in the average balance of interest-earning assets and the decrease in the average tax-equivalent yield for 2016 are primarily attributable to the Peoples acquisition. Through the acquisition of Peoples, the Company acquired loans, investment securities, interest-bearing deposits with banks and federal funds sold with a fair value of approximately $56 million, $132 million, $5 million and $28 million respectively. The high concentration of investment securities, interest-bearing deposits with banks and federal funds sold, which generally provide a lower yield than loans, led to a decrease in the overall tax-equivalent yield on interest-earning assets for 2016. Interest on loans increased $3.9 million as a result of the average balance of loans increasing from $308.5 million for 2015 to $367.7 million for 2016 and the average tax-equivalent yield on loans increasing from 5.29% for 2015 to 5.47% for 2016. Interest and dividends on investment securities (including FHLB stock) increased $2.2 million for 2016 compared to 2015 due to an increase in the average balance of investment securities from $103.6 million for 2015 to $231.6 million for 2016 partially offset by the average tax-equivalent yield of investment securities decreasing from 2.72% for 2015 to 2.20% for 2016. Market interest rates remained at near historic lows throughout 2016, so as investment securities matured or paid down and management invested excess liquidity acquired with Peoples, new investment purchases were generally at lower yields. Other interest income increased $327,000 for 2016 as compared to 2015 primarily due to the average balance of federal funds sold and interest-bearing deposits with banks increasing from $42.4 million for 2015 to $85.7 million for 2016 and the average yield increasing from 0.46% to 0.61% when comparing the two periods.

Total interest expense increased $759,000, from $1.0 million for 2015 to $1.8 million for 2016, due to increases in both the average balance of interest-bearing liabilities from $350.6 million for 2015 to $531.1 million for 2016 and the average cost of interest-bearing liabilities from 0.29% for 2015 to 0.33% for 2016. These changes were also primarily attributable to the Peoples acquisition, with the Company assuming deposit liabilities with a fair value of approximately $209 million. For further information, see “Average Balances and Yields” below. The changes in interest income and interest expense resulting from changes in volume and changes in rates for 2016 and 2015 are shown in the schedule captioned “Rate/Volume Analysis” included herein.

Provision for Loan Losses. The provision for loan losses was $645,000 for 2016 compared to $50,000 for 2015. The consistent application of management’s allowance methodology resulted in an increase in the provision for loan losses for 2016. Net charge-offs decreased when comparing the two periods, from $1.5 million for 2015 to $674,000 for 2016. However, as mentioned previously in this report, net charge-offs recognized in 2015 primarily related to a $1.2 million charge-off on a commercial loan that had been fully reserved for in prior periods. The provisions were recorded to bring the allowance to the level determined in applying the allowance methodology after reduction for net charge-offs during the year.

Noninterest income. Noninterest income increased $1.0 million to $6.2 million for 2016. Service charges on deposit accounts, gains on the sale of loans and gains on the sale of securities increased by $521,000, $336,000 and $176,000, respectively, when comparing the two periods. The increase service charges on deposit accounts was primarily attributable to the new accounts acquired in the Peoples acquisition.

Noninterest expense. Noninterest expense increased $3.9 million, or 24.7%, to $19.5 million for 2016 compared to $15.6 million for 2015 primarily due to the increased expenses associated with operating the five offices acquired from Peoples, partially offset by the $1.0 million in costs related to the 2015 acquisition. Compensation and benefits increased $2.6 million primarily due to normal salary increases and the retained Peoples personnel. Other operating expense and data processing expense also increased $1.0 million and $708,000, respectively, when comparing the two periods.

Income tax expense. The Company recognized income tax expense of $2.5 million for 2016 compared to $2.0 million for 2016. The effective tax rate decreased from 27.4% for 2015 to 26.8% for 2016.

Average Balances and Yields. The following table sets forth certain information for the periods indicated regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earnings assets and interest expense on average interest-bearing liabilities and average yields and costs. Such yields and costs for the periods indicated are derived by dividing income or expense by the average historical cost balances of assets or liabilities, respectively, for the periods presented and do not give effect to changes in fair value that are included as a separate component of stockholders’ equity. Average balances are derived from daily balances. Tax-exempt income on loans and investment securities has been adjusted to a tax equivalent basis using the federal marginal tax rate of 34%.

	Year Ended December 31,
	2017								2016								2015
						Average								Average								Average
(Dollars in thousands)	Average					Yield/			Average					Yield/			Average					Yield/
	Balance		Interest			Cost			Balance		Interest			Cost			Balance		Interest			Cost
Interest-earning assets:
Loans (1) (2)(3):
Taxable	$	396,898	$	20,625			5.20	%	$	365,272	$	19,996			5.47	%	$	303,455	$	16,006			5.27	%
Tax-exempt		2,914		114			3.91	%		2,467		124			5.03	%		5,012		313			6.25	%
Total loans		399,812		20,739			5.19	%		367,739		20,120			5.47	%		308,467		16,319			5.29	%

Investment securities:
Taxable (4)		217,072		3,913			1.80	%		187,952		3,331			1.77	%		72,187		1,310			1.81	%
Tax-exempt		58,720		2,177			3.71	%		43,632		1,763			4.04	%		31,397		1,507			4.80	%
Total investment securities		275,792		6,090			2.21	%		231,584		5,094			2.20	%		103,584		2,817			2.72	%

Other interest-earning assets (5)		32,799		372			1.13	%		85,717		522			0.61	%		42,373		195			0.46	%
Total interest-earning assets		708,403		27,201			3.84	%		685,040		25,736			3.76	%		454,424		19,331			4.25	%

Noninterest-earning assets		46,512								48,964								34,155
Total assets	$	754,915							$	734,004							$	488,579
Interest-bearing liabilities:
Interest-bearing demand deposits	$	296,345	$	599			0.20	%	$	286,679	$	755			0.26	%	$	193,350	$	456			0.24	%
Savings accounts		164,859		339			0.21	%		153,748		510			0.33	%		85,676		117			0.14	%
Time deposits		79,098		436			0.55	%		90,701		498			0.55	%		71,194		427			0.60	%
Total deposits		540,302		1,374			0.25	%		531,128		1,763			0.33	%		350,220		1,000			0.29	%

Borrowed funds		1,185		18			1.52	%		0		0			0.00	%		401		4			1.00	%
Total interest-bearing liabilities		541,487		1,392			0.26	%		531,128		1,763			0.33	%		350,621		1,004			0.29	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits		131,260								121,824								75,368
Other liabilities		2,798								3,919								2,483
Total liabilities		675,545								656,871								428,472
Stockholders’ equity (6)		79,370								77,133								60,107

Total liabilities and stockholders’ equity	$	754,915							$	734,004							$	488,579

Net interest income (tax equivalent basis)			$	25,809							$	23,973							$	18,327
Less:tax equivalent adjustment				(779	)							(642	)							(618	)
Net interest income			$	25,030							$	23,331							$	17,709

Interest rate spread (tax equivalent basis)							3.58	%							3.43	%							3.96	%

Net interest margin (tax equivalent basis)							3.64	%							3.50	%							4.03	%

Ratio of average interest – earning assets to average interest-bearing liabilities							130.83	%							128.98	%							129.61	%

(1)

Interest income on loans includes fee income of $984,000, $919,000 and $756,000 for the years ended December 31, 2017, 2016, and 2015, respectively.

(2)

Average loan balances include loans held for sale and nonperforming loans.

(3)

Interest income on loans includes net accretion on acquired loans of $124,000, $623,000 and $74,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

(4)

Includes taxable debt securities and FHLB stock.

(5)

Includes interest-bearing deposits with banks, money market funds, federal funds sold and interest-bearing time deposits.

(6)

Stockholders’ equity attributable to First Capital, Inc.

Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on net interest income and interest expense computed on a tax-equivalent basis. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); (ii) effects attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) effects attributable to changes in rate and volume (change in rate multiplied by changes in volume). Tax exempt income on loans and investment securities has been adjusted to a tax-equivalent basis using the federal marginal tax rate of 34%.

	2017 Compared to 2016												2016 Compared to 2015
	Increase (Decrease) Due to												Increase (Decrease) Due to
							Rate/												Rate/
	Rate			Volume			Volume			Net			Rate			Volume			Volume			Net

	(In thousands)
Interest-earning assets:
Loans:
Taxable	$	(991	)	$	1,705		$	(85	)	$	629		$	607		$	3,259		$	124		$	3,990
Tax-exempt		(27	)		22			(5	)		(10	)		(61	)		(159	)		31			(189	)
Total loans		(1,018	)		1,727			(90	)		619			546			3,100			155			3,801

Investment securities:
Taxable		56			517			9			582			(29	)		2,096			(46	)		2,021
Tax-exempt		(144	)		608			(50	)		414			(239	)		588			(93	)		256
Total investment securities		(88	)		1,125			(41	)		996			(268	)		2,684			(139	)		2,277

Other interest-earning assets		446			(321	)		(275	)		(150	)		64			198			65			327
Total net change in income on interest- earning assets		(660	)		2,531			(406	)		1,465			342			5,982			81			6,405

Interest-bearing liabilities:
Interest-bearing deposits		412			30			(7	)		(389	)		145			546			72			763
Borrowed funds		0			0			18			18			(4	)		(4	)		4			(4	)
Total net change in expense on interest- bearing liabilities		(412	)		30			11			(371	)		141			542			76			759

Net change in net interest income (tax equivalent basis)	$	(248	)	$	2,501		$	(417	)	$	1,836		$	201		$	5,440		$	5		$	5,646

Comparison of Financial Condition at December 31, 2017 and 2016

Total assets increased from $743.7 million at December 31, 2016 to $759.0 million at December 31, 2016 primarily due to increases in net loans receivable and securities available for sale, partially offset by a decrease in cash and cash equivalents.

Net loans increased from $381.2 million at December 31, 2016 to $409.6 million at December 31, 2017. The primary contributing factor to the increase in net loans was an increase of $10.1 million in commercial business loans. The Bank also increased home equity and second mortgage loans, land loans, commercial real estate loans and other consumer loans by $6.9 million, $4.3 million, $3.7 million and $3.5 million, respectively, during 2017. Residential mortgage loans decreased $1.4 million during 2017 as the Bank continued to sell the majority of newly originated residential mortgage loans in the secondary market. The Bank originated $63.4 million in new residential mortgages for sale in the secondary market during 2017 compared to $51.6 million in 2016. These loans were originated and funded by the Bank for sale in the secondary market. Of the total originations for 2017, $20.3 million paid off existing loans in the Bank’s portfolio. Originating mortgage loans for sale in the secondary market allows the Bank to better manage its interest rate risk, while offering a full line of mortgage products to prospective customers. Gross loans attributable to the Peoples locations increased from $57.3 million at December 31, 2016 to $63.1 million at December 31, 2017, as management has increased lending in this new market while also working to improve asset quality for the acquired portfolio.

Securities available for sale, at fair value, consisting primarily of U.S. agency mortgage-backed obligations, U.S. agency notes and bonds, and municipal obligations, increased from $255.8 million at December 31, 2016 to $271.2 million at December 31, 2017. Purchases of securities available for sale totaled $48.9 million in 2017. These purchases were offset by principal repayments of $25.6 million, maturities of $5.5 million and sales of $1.6 million in 2017. The Bank invests excess cash in securities that provide safety, liquidity and yield. Accordingly, we purchase mortgage-backed securities to provide cash flow for loan demand and deposit changes, we purchase federal agency notes for short-term yield and low risk, and municipals are purchased to improve our tax equivalent yield focusing on longer term profitability.

Cash and cash equivalents decreased from $45.9 million at December 31, 2016 to $25.9 million at December 31, 2017. The decrease is due primarily to cash equivalents being invested in high quality loans and investment securities.

Foreclosed real estate decreased from $4.7 million at December 31, 2016 to $4.0 million at December 31, 2017. At December 31, 2017, foreclosed real estate includes $3.8 million acquired in the Peoples acquisition compared to $4.0 million at December 31, 2016. This amount includes the Contingent Assets identified in Note 2 in the accompanying Notes to Consolidated Financial Statements, valued at $3.5 million at December 31, 2017 and $3.7 million at December 31, 2016.

Total deposits decreased $88,000 from $664.7 million at December 31, 2016 to $664.6 million at December 31, 2017. During 2017, savings and noninterest-bearing demand deposit accounts increased $9.7 million and $8.5 million, respectively, while interest-bearing demand deposits, money market accounts and time deposits decreased $3.5 million, $3.3 million and $11.5 million, respectively. This continues a trend of decreasing certificate of deposit balances as some customers are unwilling to lock into long-term commitments while interest rates remain at their current low levels. Deposits attributable to the Peoples locations decreased from $225.1 million at December 31, 2016 to $217.0 million at December 31, 2017, primarily due to a $6.0 million decrease in time deposits.

Federal Home Loan Bank borrowings increased $10.0 million during 2017. New advances of $27.1 million were drawn during the year while principal payments on advances totaled $17.1 million during 2017.

Total stockholders’ equity attributable to the Company increased $5.2 million from $75.7 million at December 31, 2016 to $80.9 million at December 31, 2017. This increase is primarily the result of retained net income of $4.6 million and a net unrealized gain on available for sale securities of $217,000 due to changes in the yield curve and long-term rate forecasts. As of December 31, 2017, the Company had repurchased 97,435 shares of the 240,467 shares authorized by the Board of Directors under the current stock repurchase program which was announced in August 2008 and 425,969 shares since the original repurchase program began in 2001.

Off-Balance-Sheet Arrangements

The Company is a party to financial instruments with off-balance-sheet risk including commitments to extend credit under existing lines of credit and commitments to originate loans. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements.

Off-balance-sheet financial instruments whose contract amounts represent credit and interest rate risk are summarized as follows:

	At December 31,
	2017		2016
	(In thousands)

Commitments to originate new loans	$	9,178	$	15,203
Undisbursed portion of construction loans		25,020		19,037
Unfunded commitments to extend credit under existing commercial and personal lines of credit		82,456		71,078
Standby letters of credit		1,246		1,245

The Company does not have any special purpose entities, derivative financial instruments or other forms of off-balance-sheet financing arrangements.

Commitments to originate new loans or to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Most equity line commitments are for a term of five to 10 years and commercial lines of credit are generally renewable on an annual basis. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amounts of collateral obtained, if deemed necessary by the Company upon extension of credit, are based on management’s credit evaluation of the borrower.

Contractual Obligations

The following table summarizes information regarding the Company’s contractual obligations as of December 31, 2017:

	Payments due by period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		More than 5 Years
	(In thousands)
Deposits	$	664,562	$	631,664	$	19,243	$	13,655	$	0
Advances from FHLB		10,000		10,000		0		0		0
Operating lease obligations		279		78		142		59		0
Total contractual obligations	$	674,841	$	641,742	$	19,385	$	13,714	$	0

Liquidity and Capital Resources

Liquidity refers to the ability of a financial institution to generate sufficient cash flow to fund current loan demand, meet deposit withdrawals and pay operating expenses. The Bank’s primary sources of funds are new deposits, proceeds from loan repayments and prepayments and proceeds from the maturity of securities. The Bank may also borrow from the FHLB. While loan repayments and maturities of securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At December 31, 2017, the Bank had cash and interest-bearing deposits with banks (including interest-bearing time deposits) of $35.2 million and securities available for sale with a fair value of $271.2 million. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB, collateral eligible for repurchase agreements and unsecured federal funds purchased lines of credit with other financial institutions.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. At December 31, 2017, the Bank had total commitments to extend credit of $117.9 million. See Note 17 in the accompanying Notes to Consolidated Financial Statements. At December 31, 2017, the Bank had certificates of deposit scheduled to mature within one year of $40.6 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company requires funds to pay any dividends to its shareholders and to repurchase any shares of its common stock. The Company’s primary source of income is dividends received from the Bank and the Captive. The amount of dividends the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the OCC but with prior notice to the OCC, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years. At December 31, 2017, the Company (on an unconsolidated basis) had liquid assets of $1.9 million.

The Bank is required to maintain specific amounts of capital pursuant to OCC regulations. As of December 31, 2017 the Bank was in compliance with all regulatory capital requirements which were effective as of such date with Tier 1 capital to average assets, Tier 1 capital to risk-weighted assets, common equity Tier 1 capital to risk-weighted assets and total risk-based capital to risk-weighted assets ratios of 9.7%, 13.8%, 13.8% and 14.5%, respectively. See Note 19 in the accompanying Notes to Consolidated Financial Statements.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented in this report have been prepared in accordance with U.S. GAAP, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in relative purchasing power of money over time due to inflation. The primary impact of inflation is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of the financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on the financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Market Risk Analysis

Qualitative Aspects of Market Risk. Market risk is the risk that the estimated fair value of our assets and liabilities will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.

The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates by operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. In order to reduce the exposure to interest rate fluctuations, the Company has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its assets by emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Company for its portfolio. The Company relies on retail deposits as its primary source of funds. Management believes the use of retail deposits, compared to brokered deposits, reduces the effects of interest rate fluctuations because they generally represent a more stable source of funds.

Quantitative Aspects of Market Risk. The Company does not maintain a trading account for any class of financial instrument nor does the Company engage in hedging activities or purchase high-risk derivative instruments. Furthermore, the Company is not subject to foreign currency exchange rate risk or commodity price risk.

Potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our normal business activities of gathering deposits, extending loans and investing in investment securities. Many factors affect the Company’s exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. The Company’s earnings can also be affected by the monetary and fiscal policies of the U.S. Government and its agencies, particularly the FRB.

An element in the Company’s ongoing process is to measure and monitor interest rate risk using a Net Interest Income at Risk simulation to model the interest rate sensitivity of the balance sheet and to quantify the impact of changing interest rates on the Company. The model quantifies the effects of various possible interest rate scenarios on projected net interest income over a one-year horizon. The model assumes a semi-static balance sheet and measures the impact on net interest income relative to a base case scenario of hypothetical changes in interest rates over twelve months and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The scenarios include prepayment assumptions, changes in the level of interest rates, the shape of the yield curve, and spreads between market interest rates in order to capture the impact from re-pricing, yield curve, option, and basis risks.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s net interest income could change as follows over a one-year horizon, relative to our base case scenario, based on December 31, 2017 and 2016 financial information.

	At December 31, 2017						At December 31, 2016
Immediate Change	One Year Horizon						One Year Horizon
in the Level	Dollar			Percent			Dollar			Percent
of Interest Rates	Change			Change			Change			Change
	(Dollars in thousands)
300bp	$	(160	)		(0.62	)%	$	3,470			14.14	%
200bp		(221	)		(0.85	)		1,485			6.05
100bp		(96	)		(0.37	)		736			3.00
Static		-			-			-			-
(100)bp		(584	)		(2.25	)		(1,130	)		(4.61	)

At December 31, 2017, the Company’s simulated exposure to an increase in interest rates shows that an immediate and sustained decrease in rates of 1.00% would decrease the Company’s net interest income by $584,000, or 2.25%, over a one year horizon compared to a flat interest rate scenario. Furthermore, a rate increase of 1.00%, 2.00% or 3.00% would cause net interest income to decrease by 0.37%, 0.85% and 0.62%, respectively, over a one year horizon compared to a flat interest rate scenario.

The Company also has longer term interest rate risk exposure, which may not be appropriately measured by Net Interest Income at Risk modeling. Therefore, the Company also uses an Economic Value of Equity (“EVE”) interest rate sensitivity analysis in order to evaluate the impact of its interest rate risk on earnings and capital. This is measured by computing the changes in net EVE for its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. EVE modeling involves discounting present values of all cash flows for on and off balance sheet items under different interest rate scenarios and provides no effect given to any steps that management might take to counter the effect of the interest rate movements. The discounted present value of all cash flows represents the Company’s EVE and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. The amount of base case EVE and its sensitivity to shifts in interest rates provide a measure of the longer term re-pricing and option risk in the balance sheet.

Results of the Company’s simulation modeling, which assumes an immediate and sustained parallel shift in market interest rates, project that the Company’s EVE could change as follows, relative to the Company’s base case scenario, based on December 31, 2017 and 2016 financial information.

	At December 31, 2017
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change
	(Dollars in thousands)
300bp	$	105,691	$	(2,354	)		(2.18	)%		15.11	%		75	bp
200bp		107,347		(698	)		(0.65	)		14.98			62	bp
100bp		108,056		11			0.01			14.71			35	bp
Static		108,045		-			-			14.36			-	bp
(100)bp		103,675		(4,370	)		(4.05	)		13.44			(92	)bp

	At December 31, 2016
Immediate Change	Economic Value of Equity								Economic Value of Equity as a
in the Level	Dollar		Dollar			Percent			Percent of Present Value of Assets
of Interest Rates	Amount		Change			Change			EVE Ratio			Change
	(Dollars in thousands)
300bp	$	86,124	$	(22,444	)		(20.67	)%		12.56	%		(211	)bp
200bp		98,996		(9.572	)		(8.82	)		14.07			(60	)bp
100bp		107,561		(1,007	)		(0.93	)		14.91			24	bp
Static		108,568		-			-			14.67			-	bp
(100)bp		107,122		(1,446	)		(1.33	)		14.10			(57	)bp

The previous table indicates that at December 31, 2017, the Company would expect an increase in its EVE in the event of a sudden and sustained 100 basis point increase in prevailing interest rates. Conversely, the Company would expect a decrease in its EVE in the event of a 100 basis point decrease or a 200 or 300 basis point increase in prevailing interest rates.

The models are driven by expected behavior in various interest rate scenarios and many factors besides market interest rates affect the Company’s net interest income and EVE. For this reason, the Company models many different combinations of interest rates and balance sheet assumptions to understand its overall sensitivity to market interest rate changes. Therefore, as with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing tables and it is recognized that the model outputs are not guarantees of actual results. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in the modeling scenarios.

Impact of Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the accompanying Notes to Consolidated Financial Statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is incorporated herein by reference to the section captioned “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Analysis” in this Annual Report on Form 10-K.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item are listed in Part IV, Item 15(a)(1) and are filed as part of this Annual Report on Form 10-K and incorporated herein by reference.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”): (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes to Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required in response to this item will be contained in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders and is incorporated herein by reference.

Executive Officers Who Are Not Directors

_________________________

(1)

As of December 31, 2017.

Biographical Information

M. Chris Frederick has been affiliated with the Bank since June 1990 and has served in his present position since 2013. Prior to that time, Mr. Frederick served as Senior Vice President, Chief Financial Officer and Treasurer since 1997.

Dennis L. Thomas has been affiliated with the Bank since January 2000. He was employed by Harrison County Bank from 1981 until its merger with the Bank.

Jill Keinsley has been affiliated with the Bank and served in her present position since August 2006.

Code of Ethics

The Company maintains a Code of Ethics and Business Conduct that applies to all directors, officers and employees of the Company and its subsidiaries. The Code of Ethics and Business Conduct is posted on the Company’s Internet website, www.firstharrison.com.

ITEM 11.

EXECUTIVE COMPENSATION

The information required in response to this item will be contained in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required in response to this item will be contained in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders to be filed within 120 days after December 31, 2017 and is incorporated herein by reference.

(a)

Security Ownership of Certain Beneficial Owners.

(b)

Security Ownership of Management

(c)

Changes in Control

Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

(d)

Equity Compensation Plan Information

See Part II, Item 5 for information about securities authorized for issuance under the Company’s equity compensation plan.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)

Financial Statements.

The following consolidated financial statements of the Company and its subsidiaries are included in this Annual Report on Form 10-K:

	Page Reference

Management’s Report on Internal Controls over Financial Reporting	F- 1

Report of Independent Registered Public Accounting Firm	F- 2

Consolidated Balance Sheets at December 31, 2017 and 2016	F- 4

Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015	F- 5

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015	F- 6

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017, 2016 and 2015	F- 7

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015	F- 8

Notes to Consolidated Financial Statements	F- 9

(a)(2)

Financial Statement Schedules. All financial statement schedules are omitted as the required information either is not required or applicable, or the required information is contained in the consolidated financial statements or related notes.

(a)(3)

Exhibits

3.1

Articles of Incorporation of First Capital, Inc. (1)

3.2

Fifth Amended and Restated Bylaws of First Capital, Inc. (2)

10.1

*Change in Control Agreement between First Capital, Inc., First Harrison Bank and William W. Harrod (3)

10.2

*Change in Control Agreement between First Capital, Inc., First Harrison Bank and M. Chris Frederick (3)

10.3

*Change in Control Agreement between First Capital, Inc., First Harrison Bank and Dennis Thomas (3)

10.4

*Change in Control Agreement between First Capital, Inc., First Harrison Bank and Jill Keinsley (4)

10.4

*First Capital, Inc. 2009 Equity Incentive Plan (5)

10.9

*Director Deferred Compensation Agreement between First Federal Savings & Loan Association and James Pendleton (6)

10.10

*Director Deferred Compensation Agreement between First Federal Savings & Loan Association and Gerald Uhl (6)

10.11

*Director Deferred Compensation Agreement between First Federal Savings & Loan Association and Mark Shireman (6)

11.0

Statement Re: Computation of Per Share Earnings (incorporated by reference to Item 8, “Financial Statements and Supplementary Data” of this Form 10-K)

21.0

Subsidiaries of the Registrant (incorporated by reference to Part I, “Business—Subsidiary Activities” of this Form 10-K)

23.0

Consent of Monroe Shine and Co., Inc.

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.0

Section 1350 Certification of Chief Executive Officer & Chief Financial Officer

101.0

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

___________________

Management contract or compensatory plan, contract or arrangement.

(1)

Incorporated by reference to Exhibit 3.1 filed with the Registration Statement on Form SB-2 on September 16, 1998, and any amendments thereto, Registration No. 333-63515, as amended by that Amendment to Articles of Incorporation provided as Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2016.

(2)

Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2013.

(3)

Incorporated by reference to Exhibits 10.1, 10.2 and 10.3, respectively, filed with the Annual Report on Form 10-K for the year ended December 31, 2014.

(4)

Incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K for the year ended December 31, 2012.

(5)

Incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2009.

(6)

Incorporated by reference to Exhibits 10.9, 10.10 and 10.11, respectively, filed with the Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 16.

FORM 10-K SUMMARY

Not applicable.

Management’s Report on Internal Control over Financial Reporting

The management of First Capital, Inc. (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The system of internal control over financial reporting as it relates to the consolidated financial statements is evaluated for effectiveness by management. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2017, in relation to criteria for effective internal control over financial reporting as described in the Internal Control Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that, as of December 31, 2017, its system of internal control over financial reporting is effective and meets the criteria of the Internal Control Integrated Framework (2013) issued by COSO.

Monroe Shine & Co., Inc., independent registered public accounting firm, has issued an audit report dated March 12, 2018 on the Company’s internal control over financial reporting.

/s/ William W. Harrod		/s/ Michael C. Frederick
William W. Harrod		Michael C. Frederick
President and Chief Executive Officer		Executive Vice President,
		Chief Financial Officer and Treasurer

March 12, 2018

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

First Capital, Inc.

Corydon, Indiana

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Capital, Inc. (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

Basis for Opinion

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

F-2

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We have served as the Company’s, or its predecessors’, auditor consecutively since at least 1968.

New Albany, Indiana

March 12, 2018

F-3

FIRST CAPITAL, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2017 AND 2016

(In thousands, except share and per share data)	2017			2016
ASSETS
Cash and due from banks	$	19,478		$	18,837
Interest-bearing deposits with banks		730			1,939
Federal funds sold		5,707			25,133
Total cash and cash equivalents		25,915			45,909

Interest-bearing time deposits		9,258			14,735
Securities available for sale, at fair value		271,172			255,770
Securities-held to maturity		1			2
Loans, net		409,618			381,154
Loans held for sale		2,630			4,507
Federal Home Loan Bank and other stock, at cost		1,979			1,650
Foreclosed real estate		3,971			4,674
Premises and equipment		15,031			14,841
Accrued interest receivable		2,694			2,363
Cash value of life insurance		7,279			7,082
Goodwill		6,472			6,472
Core deposit intangible		1,112			1,259
Other assets		1,824			3,240

Total Assets	$	758,956		$	743,658

LIABILITIES
Deposits:
Noninterest-bearing	$	129,828		$	121,304
Interest-bearing		534,734			543,346
Total deposits		664,562			664,650

Advances from Federal Home Loan Bank		10,000			-
Accrued interest payable		107			133
Accrued expenses and other liabilities		3,237			3,033
Total liabilities		677,906			667,816

Commitments and Contingencies

EQUITY
Preferred stock of $.01 par value per share Authorized 1,000,000 shares; none issued		-			-
Common stock of $.01 par value per share Authorized 7,500,000 shares; issued 3,762,933 shares; outstanding 3,336,964 shares (3,337,552 shares in 2016)		38			38
Additional paid-in capital		39,515			39,515
Retained earnings-substantially restricted		51,972			47,051
Unearned stock compensation		(212	)		(300	)
Accumulated other comprehensive loss		(2,060	)		(2,277	)
Less treasury stock, at cost - 425,969 shares (425,381 shares in 2016)		(8,315	)		(8,297	)
Total First Capital, Inc. stockholders' equity		80,938			75,730

Noncontrolling interest in subsidiary		112			112
Total equity		81,050			75,842

Total Liabilities and Equity	$	758,956		$	743,658

See notes to consolidated financial statements.

F-4

FIRST CAPITAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

(In thousands, except per share data)	2017		2016		2015
INTEREST INCOME
Loans, including fees	$	20,700	$	20,078	$	16,213
Securities:
Taxable		3,835		3,264		1,203
Tax-exempt		1,437		1,163		995
Dividends		78		67		107
Other interest income		372		522		195
Total interest income		26,422		25,094		18,713

INTEREST EXPENSE
Deposits		1,374		1,763		1,000
Advances from Federal Home Loan Bank		18		-		2
Other borrowings		-		-		2
Total interest expense		1,392		1,763		1,004

Net interest income		25,030		23,331		17,709

Provision for loan losses		915		645		50
Net interest income after provision for loan losses		24,115		22,686		17,659

NONINTEREST INCOME
Service charges and fees on deposit accounts		4,427		3,961		3,440
Commission and fee income		416		384		414
Gain on sale of securities		54		176		-
Gain on sale of loans		1,385		1,179		843
Mortgage brokerage fee income		-		-		63
Increase in cash value of life insurance		197		184		135
Other income		219		285		229
Total noninterest income		6,698		6,169		5,124

NONINTEREST EXPENSE
Compensation and benefits		11,215		10,498		7,921
Occupancy and equipment		1,543		1,640		1,287
Data processing		2,727		2,441		1,733
Professional fees		675		830		628
Acquisition expense		-		-		1,002
Advertising		334		313		317
Net loss on foreclosed real estate		316		144		162
Other expenses		3,448		3,589		2,558
Total noninterest expense		20,258		19,455		15,608

Income before income taxes		10,555		9,400		7,175
Income tax expense		3,103		2,523		1,964

Net Income		7,452		6,877		5,211

Less net income attributable to the noncontrolling interest in subsidiary		13		13		13

Net Income Attributable to First Capital, Inc.	$	7,439	$	6,864	$	5,198

Earnings per common share attributable to First Capital, Inc.:
Basic	$	2.24	$	2.05	$	1.87
Diluted	$	2.23	$	2.05	$	1.87

Dividends per share on common shares	$	0.86	$	0.84	$	0.84

See notes to consolidated financial statements.

F-5

FIRST CAPITAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

(In thousands)	2017			2016			2015

Net Income	$	7,452		$	6,877		$	5,211

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period		913			(4,354	)		(476	)
Income tax (expense) benefit		(308	)		1,696			173
Net of tax amount		605			(2,658	)		(303	)

Less: reclassification adjustment for realized gains included in net income		(54	)		(176	)		-
Income tax expense		18			60			-
Net of tax amount		(36	)		(116	)		-

Other Comprehensive Income (Loss), net of tax		569			(2,774	)		(303	)

Total Comprehensive Income		8,021			4,103			4,908

Less: comprehensive income attributable to the noncontrolling interest in subsidiary		13			13			13

Comprehensive Income Attributable to First Capital, Inc.	$	8,008		$	4,090		$	4,895

See notes to consolidated financial statements.

F-6

FIRST CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

								Accumulated
			Additional					Other			Unearned
	Common		Paid-in		Retained			Comprehensive			Stock			Treasury			Noncontrolling
(In thousands, except share data)	Stock		Capital		Earnings			Income (Loss)			Compensation			Stock			Interest			Total
Balances at January 1, 2015	$	32	$	24,313	$	40,229		$	800		$	-		$	(8,253	)	$	112		$	57,233
Net income		-		-		5,198			-			-			-			13			5,211
Other comprehensive loss		-		-		-			(303	)		-			-			-			(303	)
Cash dividends		-		-		(2,436	)		-			-			-			(13	)		(2,449	)
Restricted stock grants, net of forfeitures		-		453		-			-			(453	)		-			-			-
Stock compensation expense		-		-		-			-			71			-			-			71
Purchase of 416 treasury shares		-		-		-			-			-			(10	)		-			(10	)
Issuance of common stock in acquisition - 580,017 shares		6		14,749		-			-			-			-			-			14,755
Balances at December 31, 2015		38		39,515		42,991			497			(382	)		(8,263	)		112			74,508
Net income		-		-		6,864			-			-			-			13			6,877
Other comprehensive loss		-		-		-			(2,774	)		-			-			-			(2,774	)
Cash dividends		-		-		(2,804	)		-			-			-			(13	)		(2,817	)
Stock compensation expense		-		-		-			-			82			-			-			82
Purchase of 1,051 treasury shares		-		-		-			-			-			(34	)		-			(34	)
Balances at December 31, 2016		38		39,515		47,051			(2,277	)		(300	)		(8,297	)		112			75,842
Net income		-		-		7,439			-			-			-			13			7,452
Other comprehensive income		-		-		-			569			-			-			-			569
Reclassification from AOCI to retained earnings for change in federal tax rate		-		-		352			(352	)		-			-			-			-
Cash dividends		-		-		(2,870	)		-			-			-			(13	)		(2,883	)
Stock compensation expense		-		-		-			-			88			-			-			88
Purchase of 588 treasury shares		-		-		-			-			-			(18	)		-			(18	)
Balances at December 31, 2017	$	38	$	39,515	$	51,972		$	(2,060	)	$	(212	)	$	(8,315	)	$	112		$	81,050

See notes to consolidated financial statements.

F-7

FIRST CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

(In thousands)	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,452		$	6,877		$	5,211
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Amortization of premium and accretion of discount on securities, net		1,731			1,268			693
Depreciation and amortization expense		1,226			1,187			756
Deferred income taxes		348			220			672
Stock compensation expense		88			82			71
Increase in cash value of life insurance		(197	)		(184	)		(135	)
Gain on life insurance		(18	)		-			(110	)
Gain on sale of securities		(54	)		(176	)		-
Provision for loan losses		915			645			50
Proceeds from sale of loans		66,674			51,343			31,442
Loans originated for sale		(63,412	)		(51,590	)		(32,073	)
Gain on sale of loans		(1,385	)		(1,179	)		(843	)
Net realized and unrealized loss on foreclosed real estate		260			50			115
Net (gain) loss on sale of premises and equipment		(1	)		11			61
Net gain on sale of cost method equity investment		-			(145	)		-
Decrease (increase) in accrued interest receivable		(331	)		(119	)		467
Decrease in accrued interest payable		(26	)		(34	)		(367	)
Net change in other assets/liabilities		149			(16	)		(4	)
Net Cash Provided By Operating Activities		13,419			8,240			6,006

CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing time deposits		5,477			1,920			(3,405	)
Purchase of securities available for sale		(48,890	)		(184,752	)		(34,028	)
Proceeds from maturities of securities available for sale		5,515			85,806			17,430
Proceeds from sales of securities available for sale		1,644			4,583			45,444
Principal collected on mortgage-backed obligations		25,559			19,765			13,457
Net increase in loans receivable		(29,946	)		(23,689	)		(3,694	)
Proceeds from redemption of Federal Home Loan Bank stock		-			-			1,886
Purchase of Federal Home Loan Bank stock		(329	)		-			-
Proceeds from sale of foreclosed real estate		1,010			1,222			230
Purchase of premises and equipment		(1,269	)		(1,992	)		(1,105	)
Proceeds from sale of premises and equipment		1			36			37
Proceeds from sale of cost method equity investment		-			856			-
Proceeds from settlement of bank-owned life insurance policies		804			-			-
Net cash and cash equivalents received in acquisition		-			-			18,710
Net Cash Provided By (Used In) Investing Activities		(40,424	)		(96,245	)		54,962

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		(88	)		27,473			15,457
Advances from Federal Home Loan Bank		27,100			-			15,500
Repayment of advances from Federal Home Loan Bank		(17,100	)		-			(15,500	)
Purchase of treasury stock		(18	)		(34	)		(10	)
Dividends paid		(2,883	)		(2,817	)		(2,449	)
Net Cash Provided By Financing Activities		7,011			24,622			12,998

Net Increase (Decrease) in Cash and Cash Equivalents		(19,994	)		(63,383	)		73,966
Cash and cash equivalents at beginning of year		45,909			109,292			35,326

Cash and Cash Equivalents at End of Year	$	25,915		$	45,909		$	109,292

See notes to consolidated financial statements.

F-8

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

First Capital, Inc. (the “Company”) is the savings and loan holding company of First Harrison Bank (the “Bank”), a wholly-owned subsidiary. The Bank is a federally-chartered savings bank which provides a variety of banking services to individuals and business customers through 18 locations in Indiana and Kentucky. The Bank’s primary source of revenue is real estate mortgage loans. The Bank originates mortgage loans for sale in the secondary market and also sells non-deposit investment products through a financial services division. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are wholly-owned Nevada corporate subsidiaries of the Bank that jointly own First Harrison, LLC, a Nevada limited liability company that holds and manages an investment securities portfolio. First Harrison REIT, Inc. is a wholly-owned subsidiary of First Harrison Holdings, Inc. which holds a portion of the Bank’s real estate mortgage loan portfolio. Heritage Hill, LLC is a wholly-owned subsidiary of the Bank that holds and operates certain foreclosed real estate properties. FHB Risk Mitigation Services, Inc. (the “Captive”) is a wholly-owned insurance subsidiary of the Company that provides property and casualty insurance coverage to the Company, the Bank and the Bank’s subsidiaries, and reinsurance to ten other third party insurance captives, for which insurance may not be currently available or economically feasible in the insurance marketplace.

Basis of Consolidation and Reclassifications

The consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America and conform to general practices in the banking industry. Intercompany balances and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on net income or stockholders’ equity.

Statements of Cash Flows

For purposes of the statements of cash flows, the Company has defined cash and cash equivalents as cash on hand, amounts due from banks (including cash items in process of clearing), interest-bearing deposits with other banks with an original maturity of 90 days or less, money market funds and federal funds sold.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and the valuation of foreclosed real estate, management obtains independent appraisals for significant properties.

A majority of the Company’s loan portfolio consists of single-family residential and commercial real estate loans in the Louisville, Kentucky metropolitan area. Accordingly, the ultimate collectability of a substantial portion of the Company’s loan portfolio and the recovery of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions.

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Use of Estimates – continued

While management uses available information to recognize losses on loans and foreclosed real estate, further reductions in the carrying amounts of loans and foreclosed real estate may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans and foreclosed real estate. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed real estate may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Investment Securities

Securities Available for Sale: Securities available for sale consist primarily of mortgage-backed and other debt securities and are stated at fair value. The Company holds mortgage-backed securities and other debt securities issued by the Government National Mortgage Association (“GNMA”), a U.S. government agency, and the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”), and the Federal Home Loan Bank (“FHLB”), government-sponsored enterprises (collectively referred to as government agencies), as well as collateralized mortgage obligations (“CMOs”) and other mortgage-backed securities. Mortgage-backed securities represent participating interests in pools of long-term first mortgage loans originated and serviced by the issuers of the securities. CMOs are complex mortgage-backed securities that restructure the cash flows and risks of the underlying mortgage collateral. The Company also holds debt securities issued by municipalities and political subdivisions of state and local governments.

Amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity, adjusted for anticipated prepayments. Unrealized gains and losses, net of tax, on securities available for sale are included in other comprehensive income and the accumulated unrealized holding gains and losses are reported as a separate component of equity until realized. Realized gains and losses on the sale of securities available for sale are determined using the specific identification method and are included in other noninterest income and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income.

Securities Held to Maturity: Debt securities for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts that are recognized in interest income using methods approximating the interest method over the period to maturity, adjusted for anticipated prepayments. The Company classifies certain mortgage-backed securities as held to maturity.

Declines in the fair value of individual available for sale and held to maturity securities below their amortized cost that are other than temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value.

Investments in non-marketable equity securities such as FHLB stock and companies in which the Company has less than a 20% interest are carried at cost. Dividends received from these investments are included in dividend income, and dividends received in excess of the Company’s proportionate share of accumulated earnings are applied as a reduction of the cost of the investment. Impairment testing on these investments is based on applicable accounting guidance and the cost basis is reduced when impairment is deemed to be other-than-temporary.

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Loans and Allowance for Loan Losses

Loans Held for Investment

Loans are stated at unpaid principal balances, less net deferred loan fees and the allowance for loan losses. The Company grants real estate mortgage, commercial business and consumer loans. A substantial portion of the loan portfolio is represented by mortgage loans to customers in the Louisville, Kentucky metropolitan area. The ability of the Company’s customers to honor their contracts is dependent upon the real estate and general economic conditions in this area.

Loan origination and commitment fees, as well as certain direct costs of underwriting and closing loans, are deferred and amortized as a yield adjustment to interest income over the lives of the related loans using the interest method. Amortization of net deferred loan fees is discontinued when a loan is placed on nonaccrual status.

Nonaccrual Loans

The recognition of income on a loan is discontinued and previously accrued interest is reversed when interest or principal payments become 90 days past due unless, in the opinion of management, the outstanding interest remains collectible. Past due status is determined based on contractual terms. Generally, by applying the cash receipts method, interest income is subsequently recognized only as received until the loan is returned to accrual status. The cash receipts method is used when the likelihood of further loss on the loan is remote. Otherwise, the Company applies the cost recovery method and applies all payments as a reduction of the unpaid principal balance until the loan qualifies for return to accrual status. Interest income on impaired loans is recognized using the cost recovery method, unless the likelihood of further loss on the loan is remote.

A loan is restored to accrual status when all principal and interest payments are brought current and the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, which generally requires that the borrower demonstrate a period of performance of at least six consecutive months.

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

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Loans and Allowance for Loan Losses – continued

Values for collateral dependent loans are generally based on appraisals obtained from independent licensed real estate appraisers, with adjustments applied for estimated costs to sell the property, costs to complete unfinished or repair damaged property and other factors. New appraisals are generally obtained for all significant properties when a loan is identified as impaired, and a property is considered significant if the value of the property is estimated to exceed $200,000. Subsequent appraisals are obtained as needed or if management believes there has been a significant change in the market value of a collateral property securing a collateral dependent impaired loan. In instances where it is not deemed necessary to obtain a new appraisal, management bases its impairment and allowance for loan loss analysis on the original appraisal with adjustments for current conditions based on management’s assessment of market factors and management’s inspection of the property.

Troubled Debt Restructurings

The modification of a loan is considered to be a troubled debt restructuring (“TDR”) if the debtor is experiencing financial difficulties and the Company grants a concession to the debtor that it would not otherwise consider. By granting the concession, the Company expects to obtain more cash or other value from the debtor, or to increase the probability of receipt, than would be expected by not granting the concession. The concession may include, but is not limited to, reduction of the stated interest rate of the loan, reduction of accrued interest, extension of the maturity date or reduction of the face amount of the debt. A concession will be granted when, as a result of the restructuring, the Company does not expect to collect all amounts due, including interest at the original stated rate. A concession may also be granted if the debtor is not able to access funds elsewhere at a market rate for debt with similar risk characteristics as the restructured debt. The Company’s determination of whether a loan modification is a TDR considers the individual facts and circumstances surrounding each modification.

A TDR can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. A TDR on nonaccrual status is restored to accrual status when the borrower has demonstrated the ability to make future payments in accordance with the restructured terms, including consistent and timely payments of at least six consecutive months according to the restructured terms.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The Company uses a disciplined process and methodology to evaluate the allowance for loan losses on at least a quarterly basis that is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are individually evaluated for impairment or loans otherwise classified as doubtful or substandard. For such loans that are classified as impaired, an allowance is established when the underlying discounted collateral value (or present value of estimated future cash flows) of the impaired loan is lower than the carrying value of that loan.

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FIRST CAPITAL, INC.

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(1 - continued)

Loans and Allowance for Loan Losses – continued

The general component covers non-classified loans and classified loans that are found, upon individual evaluation, to not be impaired. Such loans are pooled by segment and losses are modeled using annualized historical loss experience adjusted for qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior five years. The Company’s historical loss experience is then adjusted by an overall loss factor weighting adjustment based on a qualitative analysis prepared by management and reviewed on a quarterly basis. The overall loss factor considers changes in underwriting standards, economic conditions, changes and trends in past due and classified loans and other internal and external factors.

Management also applies additional loss factor multiples to loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The loss factor multiples for classified loans are based on management’s assessment of historical trends regarding losses experienced on classified loans in prior periods. See Note 5 for additional discussion of the qualitative factors utilized in management’s allowance for loan losses methodology at December 31, 2017 and 2016.

Management exercises significant judgment in evaluating the relevant historical loss experience and the qualitative factors. Management also monitors the differences between estimated and actual incurred loan losses for loans considered impaired in order to evaluate the effectiveness of the estimation process and make any changes in the methodology as necessary.

The following portfolio segments are considered in the allowance for loan loss analysis: residential real estate, land, construction, commercial real estate, commercial business, home equity and second mortgage, and other consumer loans.

Residential real estate loans primarily consist of loans to individuals for the purchase or refinance of their primary residence, with a smaller portion of the segment secured by non-owner-occupied residential investment properties and multi-family residential investment properties. The risks associated with residential real estate loans are closely correlated to the local housing market and general economic conditions, as repayment of the loans is primarily dependent on the borrowers’ or tenants’ personal cash flow and employment status.

Land loans primarily consist of loans secured by farmland and vacant land held for investment purposes. The risks associated with land loans are related to the market value of the property taken as collateral and the underlying cash flows for loans secured by farmland, and general economic conditions.

Construction loans primarily consist of loans secured by single-family residential properties, multi-family properties and commercial projects, and include both owner-occupied and speculative investment properties. Risks inherent in construction lending are related to the market value of the property held as collateral, the cost and timing of constructing or improving a property, the borrower’s ability to use funds generated by a project to service a loan until a project is completed, movements in interest rates and the real estate market during the construction phase, and the ability of the borrower to obtain permanent financing.

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FIRST CAPITAL, INC.

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(1 - continued)

Loans and Allowance for Loan Losses – continued

Commercial real estate loans are comprised of loans secured by various types of collateral including office buildings, warehouses, retail space and mixed use buildings located in the Company’s primary lending area. Risks related to commercial real estate lending are related to the market value of the property taken as collateral, the underlying cash flows and general economic condition of the local real estate market. Repayment of these loans is generally dependent on the ability of the borrower to attract tenants at lease rates that provide for adequate debt service and can be impacted by local economic conditions which impact vacancy rates. The Company generally obtains loan guarantees from financially capable parties for commercial real estate loans.

Commercial business loans includes lines of credit to businesses, term loans and letters of credit secured by business assets such as equipment, accounts receivable, inventory, or other assets excluding real estate and are generally made to finance capital expenditures or fund operations. Commercial loans contain risks related to the value of the collateral securing the loan and the repayment is primarily dependent upon the financial success and viability of the borrower. As with commercial real estate loans, the Company generally obtains loan guarantees from financially capable parties for commercial business loans.

Home equity and second mortgage loans and other consumer loans consist primarily of home equity lines of credit and other loans secured by junior liens on the borrower’s personal residence, home improvement loans, automobile and truck loans, boat loans, mobile home loans, loans secured by savings deposits, credit cards and other personal loans. The risk associated with these loans is related to the local housing market and local economic conditions including the unemployment level.

There were no significant changes to the Company’s accounting policies or methodology used to estimate the allowance for loan losses during the years ended December 31, 2017 and 2016.

Loan Charge-Offs

For portfolio segments other than consumer loans, the Company’s practice is to charge-off any loan or portion of a loan when the loan is determined by management to be uncollectible due to the borrower’s failure to meet repayment terms, the borrower’s deteriorating or deteriorated financial condition, the depreciation of the underlying collateral, the loan’s classification as a loss by regulatory examiners, or for other reasons. A partial charge-off is recorded on a loan when the uncollectability of a portion of the loan has been confirmed, such as when a loan is discharged in bankruptcy, the collateral is liquidated, a loan is restructured at a reduced principal balance, or other identifiable events that lead management to determine the full principal balance of the loan will not be repaid. A specific reserve is recognized as a component of the allowance for estimated losses on loans individually evaluated for impairment. Partial charge-offs on nonperforming and impaired loans are included in the Company’s historical loss experience used to estimate the general component of the allowance for loan losses as discussed above. Specific reserves are not considered charge-offs in management’s evaluation of the general component of the allowance for loan losses because they are estimates and the outcome of the loan relationship is undetermined.

During 2017 and 2016, the Company recognized $15,000 and $10,000 in partial charge-offs, respectively. At December 31, 2017, the Company had seven loans with an aggregate recorded investment of $612,000 and an aggregate unpaid principal balance of $867,000 on which partial charge-offs of $180,000 had been recorded. At December 31, 2016, the Company had eight loans with an aggregate recorded investment of $390,000 and an aggregate unpaid principal balance of $869,000 on which partial charge-offs of $345,000 had been recorded.

Consumer loans not secured by real estate are typically charged off at 90 days past due, or earlier if deemed uncollectible, unless the loans are in the process of collection. Overdrafts are charged off after 45 days past due. Charge-offs are typically recorded on loans secured by real estate when the property is foreclosed upon.

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FIRST CAPITAL, INC.

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(1 - continued)

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or market value. Aggregate market value is determined based on the quoted prices under a “best efforts” sales agreement with a third party. Net unrealized losses are recognized through a valuation allowance by charges to income. Realized gains on sales of mortgage loans are determined using the specific identification method and are included in noninterest income. Mortgage loans are sold with servicing released.

Commitments to originate mortgage loans held for sale are considered derivative financial instruments to be accounted for at fair value. The Bank’s mortgage loan commitments subject to derivative accounting are fixed-rate mortgage loan commitments at market rates when initiated. At December 31, 2017, the Bank had commitments to originate $736,000 in fixed-rate mortgage loans intended for sale in the secondary market after the loans are closed. Fair value is estimated based on fees that would be charged on commitments with similar terms.

Transfers of Financial Assets

The Company accounts for transfers and servicing of financial assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing. Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free from conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Transfers of a portion of a loan must meet the criteria of a participating interest. If it does not meet the criteria of a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, and the loan holders must have no recourse to the transferor other than standard representations and warranties and no loan holder has the right to pledge or exchange the entire loan.

The Company sells financial assets in the normal course of business, the majority of which are related to residential mortgage loan sales through established programs and commercial loan sales through participation agreements. In accordance with accounting guidance for asset transfers, the Company considers any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheet. With the exception of servicing and certain performance-based guarantees, the Company's continuing involvement with financial assets sold is minimal and generally limited to market customary representation and warranty clauses.

Foreclosed Real Estate

Foreclosed real estate includes formally foreclosed property held for sale. At the time of foreclosure, foreclosed real estate is recorded at fair value less estimated costs to sell, which becomes the property’s new basis. Any write-downs based on the property’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management and property held for sale is carried at the lower of the new cost basis or fair value less cost to sell. Costs incurred in maintaining foreclosed real estate and subsequent impairment adjustments to the carrying amount of a property, if any, are included in net loss on foreclosed real estate.

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FIRST CAPITAL, INC.

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Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. The Company uses the straight line method of computing depreciation at rates adequate to amortize the cost of the applicable assets over their estimated useful lives. Maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets sold, or otherwise disposed of, are removed from the related accounts and any gain or loss is included in earnings.

Cash Surrender Value of Life Insurance

The Bank has purchased life insurance policies on certain directors, officers and key employees to offset costs associated with the Bank’s compensation and benefit programs. The Bank is the owner and is a joint or sole beneficiary of the policies. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contracts at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Income from the increase in cash surrender value of the policies and income from the realization of death benefits is reported in noninterest income.

Goodwill and Other Intangibles

Goodwill recognized in a business combination represents the excess of the cost of the acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. Goodwill is evaluated for possible impairment at least annually or more frequently upon the occurrence of an event or change in circumstances that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss is recognized in earnings equal to that excess amount. The loss recognized cannot exceed the carrying amount of goodwill. After a goodwill impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis.

Other intangible assets consist of acquired core deposit intangibles. Core deposit intangibles are amortized over the estimated economic lives of the acquired core deposits. The carrying amount of core deposit intangibles and the remaining estimated economic life are evaluated annually or whenever events or circumstances indicate the carrying amount may not be recoverable or the remaining period of amortization requires revision. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset is its new accounting basis.

Securities Lending and Financing Arrangements

Securities purchased under agreements to resell (reverse repurchase agreements) and securities sold under agreements to repurchase (repurchase agreements) are treated as collateralized lending and borrowing transactions, respectively, and are carried at the amounts at which the securities were initially acquired or sold.

Stock-Based Compensation

The Company has adopted the fair value based method of accounting for stock-based compensation prescribed in FASB ASC Topic 718 for its stock plans.

Advertising Costs

Advertising costs are charged to operations when incurred.

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Income Taxes

When income tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while other positions are subject to some degree of uncertainty regarding the merits of the position taken or the amount of the position that would be sustained. The Company recognizes the benefits of a tax position in the consolidated financial statements of the period during which, based on all available evidence, management believes it is more-likely-than-not (more than 50 percent probable) that the tax position would be sustained upon examination. Income tax positions that meet the more-likely-than-not threshold are measured as the largest amount of income tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with the income tax positions claimed on income tax returns that exceeds the amount measured as described above is reflected as a liability for unrecognized income tax benefits in the consolidated balance sheets, along with any associated interest and penalties that would be payable to the taxing authorities, if there were an examination. Interest and penalties associated with unrecognized income tax benefits are classified as additional income taxes in the consolidated statements of income.

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Income tax reporting and financial statement reporting rules differ in many respects. As a result, there will often be a difference between the carrying amount of an asset or liability as presented in the accompanying consolidated balance sheets and the amount that would be recognized as the tax basis of the same asset or liability computed based on the effects of tax positions recognized, as described in the preceding paragraph. These differences are referred to as temporary differences because they are expected to reverse in future years. Deferred income tax assets are recognized for temporary differences where their future reversal will result in future tax benefits. Deferred income tax assets are also recognized for the future tax benefits expected to be realized from net operating loss or tax credit carryforwards. Deferred income tax liabilities are recognized for temporary differences where their future reversal will result in the payment of future income taxes. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Comprehensive Income

Comprehensive income consists of reported net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that are recorded as an element of equity but are excluded from reported net income. Other comprehensive income includes changes in the unrealized gains and losses on securities available for sale.

Amounts reclassified out of unrealized gains or losses on securities available for sale included in accumulated other comprehensive income or loss (“AOCI”) are included in the net gain on sale of securities line item in the consolidated statements of income.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Concentration of Credit Risk

The Company and its subsidiaries maintain cash balances at various financial institutions. At times, these cash balances may be in excess of federally insured limits.

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Recent Accounting Pronouncements

The following are summaries of recently issued or adopted accounting pronouncements that impact the accounting and reporting practices of the Company:

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. In particular, the guidance revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with fair value of financial instruments. For public business entities (as defined in ASU No. 2016-01), the guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management is evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial position or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The update replaces the incurred loss methodology for recognizing credit losses under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The expected loss model will apply to loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost. The impairment model for available-for-sale debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. For the Company, the amendments in the update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently assessing the impact the guidance will have upon adoption, but management expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. In planning for the implementation of ASU 2016-13, the Company has formed a CECL implementation team consisting of members of senior management that meets on a periodic basis and is currently evaluating software solutions, data requirements and loss methodologies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(1 - continued)

Recent Accounting Pronouncements – continued

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. The update simplifies the measurement of goodwill impairment by eliminating Step 2 (implied fair value measurement) from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and 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 the reporting unit. The amendments in the update are effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

In March 2017, the FASB issued ASU No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities. The update shortens the amortization period for certain callable debt securities held at a premium. Specifically, the update requires the premium to be amortized to the earliest call date. The update does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in the update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently assessing the impact the guidance will have upon adoption, but the adoption of this update is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance in Topic 740, Income Taxes, requires that deferred tax assets and liabilities be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. As a result, the tax effect of items within AOCI do not reflect the appropriate tax rate, referred to as “stranded tax effects”. The update was issued to allow a reclassification from AOCI to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”) enacted on December 22, 2017. The update requires that an entity disclose a description of the accounting policy for releasing income tax effects from AOCI. An entity that elects to reclassify the income tax effects of the TCJA from AOCI to retained earnings must disclose in the period of adoption a statement that an election was made and a description of other income tax effects related to the application of the TCJA that are reclassified from AOCI to retained earnings, if any. The amendments in the update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for public entities for periods for which financial statements have not yet been issued. The Company adopted the amendments in this update as of December 31, 2017 and reclassified $352,000 from AOCI to retained earnings during 2017.

F-19

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(2) ACQUISITION OF PEOPLES BANCORP, INC. OF BULLITT COUNTY

On December 4, 2015, the Company acquired 100% of the outstanding common shares of Peoples Bancorp, Inc. of Bullitt County (“Peoples”), the bank holding company for The Peoples Bank of Bullitt County (“Peoples Bank”), headquartered in Shepherdsville, Kentucky, pursuant to an Agreement and Plan of Merger dated June 4, 2015 (the “Merger Agreement”). Under the Merger Agreement, Peoples merged with and into the Company, with the Company as the surviving corporation, and Peoples Bank merged with and into the Bank, with the Bank as the surviving corporation. The acquisition expanded the Company’s presence into Bullitt County, Kentucky and expanded its overall presence in the greater Louisville, Kentucky metropolitan market. The Company expects to benefit from growth in this new market area as well as from expansion of the banking services provided to the existing customers of Peoples Bank. Cost savings are also expected for the combined bank through economies of scale and the consolidation of business operations.

Pursuant to the terms of the Merger Agreement, shareholders of Peoples had the right to elect to receive either 382.83 shares of Company common stock or $9,475 in cash for each share of Peoples common stock owned, subject to certain adjustments and proration provisions specified in the Merger Agreement that provided for a targeted aggregate mix of total consideration of 50% common stock and 50% cash. Due to such adjustments, at the effective time of the merger, Peoples shareholders had the right to elect to receive either 377.637 shares of Company common stock or $9,607.08 in cash for each share of Peoples common stock owned. The Company paid cash consideration of $14.7 million in the transaction and issued 580,017 shares of Company common stock, with a total fair value of $14.8 million based on the $25.44 per share average closing price of the Company’s common stock for the 20 days ended November 27, 2015, to the former Peoples shareholders. Acquisition-related costs totaling $1.0 million were expensed as incurred and reported in noninterest expense in the accompanying consolidated statement of income for the year ended December 31, 2015.

As part of the merger, the Company acquired foreclosed real estate with an estimated fair value of $3.75 million (the “Contingent Assets”). Under the terms of the Merger Agreement, if the Company sells the Contingent Assets within 24 months after the effective date of the merger or has entered into a written contract for the sale of the Contingent Assets which are then sold within 60 days after the expiration of that 24-month period, the Company will distribute additional cash consideration of 50% of the sale proceeds in excess of $3.75 million on a pro rata basis to the former shareholders of Peoples. At December 31, 2017, there was no written contract for the sale of the Contingent Assets and no contingent consideration is anticipated.

The transaction was accounted for using the acquisition method of accounting. Accordingly, the results of operations of Peoples have been included in the Company’s results of operations since the date of acquisition. Under the acquisition method of accounting, the purchase price was assigned to the assets acquired and liabilities assumed based on their estimated fair values, net of applicable income tax effects. The excess of cost over the fair value of the acquired net assets of $1.1 million was recorded as goodwill. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Peoples. No amount of the goodwill arising in the acquisition is deductible for income tax purposes.

In accounting for the acquisition, $1.4 million was assigned to a core deposit intangible which is being amortized over a weighted-average estimated economic life of 9.67 years. It is not anticipated that the core deposit intangible will have a significant residual value.

F-20

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(2 - continued)

Following is a summary of the assets acquired and the liabilities assumed recognized at the date of acquisition:

	(In thousands)
Cash and cash equivalents	$	33,458
Interest-bearing time deposits		4,980
Investment securities		131,959
Loans		55,727
FHLB and other stock		1,295
Foreclosed real estate		4,349
Premises and equipment		3,465
Cash value of life insurance		828
Goodwill		1,085
Core deposit intangible		1,418
Other assets		1,886
Total assets acquired		240,450

Deposit accounts		209,084
Net deferred tax liability		17
Other liabilities		1,846
Total liabilities assumed		210,947

Total consideration	$	29,503

FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, applies to loans with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable (referred to as purchased credit impaired loans or PCI loans). See Note 5 for additional disclosures related to the Company’s PCI loans. Following is a summary of the acquired loans at the date of acquisition:

(In thousands)	Fair Value		Gross Contractual Amounts Receivable		Estimated Contractual Cash Flows Not Expected to be Collected

Acquired loans subject to ASC 310-30	$	1,570	$	2,934	$	1,033
Acquired loans not subject to ASC 310-30		54,157		60,013		1,927

Total acquired loans	$	55,727	$	62,947	$	2,960

For the period from December 4, 2015 to December 31, 2015, Peoples contributed $291,000 in loan interest income and $94,000 in deposit interest expense to the Company’s operations. Total contributed revenues and net income of Peoples for the period from December 4, 2015 to December 31, 2015 is not available as separate information on all revenues and expenses was not maintained. The following unaudited pro forma summary presents combined results of operations as if the acquisition was consummated on January 1, 2015:

	Pro Forma Year Ended
	December 31, 2015
(In thousands)
Revenue (interest income and noninterest income)	$	32,655
Net income		6,284

In addition to combining the historical results of operations, the pro forma calculations consider the purchase accounting adjustments and nonrecurring charges directly related to the acquisition and the related tax effects. The pro forma calculations do not include any anticipated cost savings as a result of the acquisition. The pro forma results of operations are not necessarily indicative of the actual results of operations that would have occurred had the acquisition actually been consummated on January 1, 2015, or results that may occur in the future.

F-21

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(3) RESTRICTION ON CASH AND DUE FROM BANKS

The Bank is required to maintain reserve balances on hand and with the Federal Reserve Bank. These funds are unavailable for investment but the reserve balances maintained with the Federal Reserve Bank are interest-earning. The average amount of those reserve balances for the years ended December 31, 2017, 2016 and 2015 was approximately $1.7 million, $1.5 million and $886,000, respectively.

(4) INVESTMENT SECURITIES

Investment securities have been classified in the consolidated balance sheets according to management’s intent. Investment securities at December 31, 2017 and 2016 are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In thousands)	Cost		Gains		Losses		Value

December 31, 2017:
Securities available for sale:
Agency mortgage-backed securities	$	114,902	$	-	$	2,253	$	112,649
Agency CMO		15,660		1		338		15,323
Other debt securities:
Agency notes and bonds		70,013		-		985		69,028
Municipal obligations		73,303		1,274		405		74,172

Total securities available for sale	$	273,878	$	1,275	$	3,981	$	271,172

Securities held to maturity:
Agency mortgage-backed securities	$	1	$	-	$	-	$	1

Total securities held to maturity	$	1	$	-	$	-	$	1


December 31, 2016:
Securities available for sale:
Agency mortgage-backed securities	$	110,493	$	93	$	2,349	$	108,237
Agency CMO		16,293		23		288		16,028
Other debt securities:
Agency notes and bonds		69,407		14		759		68,662
Municipal obligations		63,189		783		1,129		62,843

Total securities available for sale	$	259,382	$	913	$	4,525	$	255,770

Securities held to maturity:
Agency mortgage-backed securities	$	2	$	-	$	-	$	2

Total securities held to maturity	$	2	$	-	$	-	$	2

F-22

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4 - continued)

The amortized cost and fair value of debt securities as of December 31, 2017, by contractual maturity, are shown below. Expected maturities of mortgage-backed securities and CMO may differ from contractual maturities because the mortgages underlying the obligations may be prepaid without penalty.

	Securities Available for Sale				Securities Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
(In thousands)

Due in one year or less	$	2,642	$	2,636	$	-	$	-
Due after one year through five years		77,309		76,343		-		-
Due after five years through ten years		29,553		29,611		-		-
Due after ten years		33,812		34,610		-		-
		143,316		143,200		-		-
Mortgage-backed securities and CMO		130,562		127,972		1		1

	$	273,878	$	271,172	$	1	$	1

At December 31, 2017, certain securities available for sale with an amortized cost of $47.7 million and fair value of $47.6 million were pledged to secure public fund deposits.

At December 31, 2017 and 2016, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, with an aggregate book value greater that 10% of stockholders’ equity.

Information pertaining to investment securities with gross unrealized losses at December 31, 2017 and 2016, aggregated by investment category and the length of time that individual investment securities have been in a continuous loss position, follows. At December 31, 2017 and 2016, the Company did not have any securities held to maturity with an unrealized loss.

	Number of				Gross
	Investment		Fair		Unrealized
(Dollars in thousands)	Positions		Value		Losses

December 31, 2017:
Continuous loss position less than twelve months:
Agency mortgage-backed securities		37	$	37,570	$	400
Agency CMO		6		3,036		38
Agency notes and bonds		4		11,119		69
Municipal obligations		20		10,955		83

Total less than twelve months		67		62,680		590

Continuous loss position more than twelve months:
Agency mortgage-backed securities		60		74,960		1,853
Agency CMO		18		11,801		300
Agency notes and bonds		19		57,909		916
Municipal obligations		29		14,667		322

Total more than twelve months		126		159,337		3,391

Total securities available for sale		193	$	222,017	$	3,981

F-23

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(4 - continued)

	Number of				Gross
	Investment		Fair		Unrealized
(Dollars in thousands)	Positions		Value		Losses

December 31, 2016:
Continuous loss position less than twelve months:
Agency mortgage-backed securities		78	$	101,838	$	2,336
Agency CMO		13		11,767		239
Agency notes and bonds		20		59,126		759
Municipal obligations		54		28,414		1,129

Total less than twelve months		165		201,145		4,463

Continuous loss position more than twelve months:
Agency mortgage-backed securities		1		531		13
Agency CMO		5		2,502		49

Total more than twelve months		6		3,033		62

Total securities available for sale		171	$	204,178	$	4,525

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At December 31, 2017, the municipal obligations and U.S. government agency debt securities, including agency mortgage-backed securities, agency CMOs, and agency notes and bonds, in a loss position had depreciated approximately 1.8% from the amortized cost basis. All of the U.S. government agency securities and municipal securities are issued by U.S. government agencies, government-sponsored enterprises, or municipal governments, and are secured by first mortgage loans or municipal project revenues. These unrealized losses related principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As the Company has the ability to hold the U.S. government agency debt securities and municipal securities in an unrealized loss position until maturity, no declines are deemed to be other-than-temporary.

While management does not anticipate any credit-related impairment losses at December 31, 2017, additional deterioration in market and economic conditions may have an adverse impact on the credit quality in the future.

During the year ended December 31, 2017, the Company realized gross gains of $61,000 and gross losses of $7,000 on the sale of available for sale securities. During the year ended December 31, 2016, the Company realized gross gains of $176,000 and gross losses of $0 on the sale of available for sale securities. During the year ended December 31, 2015, the Company realized no gains or losses on the sale of securities. Securities acquired from Peoples with a fair value of $45.4 million were sold within a short period of time following the merger, resulting in no gain or loss for financial reporting purposes.

At December 31, 2015, the Company held 131,750 shares of common stock in another financial institution, representing approximately 9% of the outstanding common stock of the entity, for a total investment of $711,000. The investment was accounted for using the cost method of accounting and was included in other assets in the consolidated balance sheet. The Company’s investment was sold for $856,000 in July 2016, resulting in a gain of $145,000 which is included in other income in the consolidated statement of income.

F-24

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5) LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans at December 31, 2017 and 2016 consisted of the following:

(In thousands)	2017			2016

Real estate mortgage loans:
Residential	$	136,399		$	137,842
Land		18,198			13,895
Residential construction		28,854			29,561
Commercial real estate		100,133			96,462
Commercial real estate construction		17,161			8,921
Commercial business loans		34,114			24,056
Consumer loans:
Home equity and second mortgage loans		49,802			42,908
Automobile loans		38,361			34,279
Loans secured by deposits		1,751			1,879
Unsecured loans		3,744			3,912
Other consumer loans		8,714			9,025
Gross loans		437,231			402,740
Less undisbursed portion of loans in process		(25,020	)		(19,037	)

Principal loan balance		412,211			383,703

Deferred loan origination fees and costs, net		1,041			837
Allowance for loan losses		(3,634	)		(3,386	)

Loans, net	$	409,618		$	381,154

At December 31, 2017 and 2016, the net unaccreted discount on loans acquired from Peoples, excluding PCI loans, was $87,000 and $137,000, respectively.

At December 31, 2017 and 2016, residential mortgage loans secured by residential properties without private mortgage insurance or government guarantee and with loan-to-value ratios exceeding 90% amounted to approximately $3.2 million and $3.7 million, respectively.

Mortgage loans serviced for the benefit of others amounted to $117,000 and $126,000 at December 31, 2017 and 2016, respectively.

The Bank has entered into loan transactions with certain directors, officers and their affiliates (i.e., related parties). In the opinion of management, such indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with unrelated persons and does not involve more than normal risk of collectability or present other unfavorable features.

The following table represents the aggregate activity for related party loans during the years ended December 31, 2017 and 2016. Adjustments are made to reflect new directors and officers added during the year, as well as directors and officers that left the Company during the year.

(In thousands)	2017			2016

Beginning balance	$	7,844		$	8,175
Adjustments due to officer and director changes		(93	)		(900	)
New loans		1,303			2,897
Payments		(1,415	)		(2,328	)

Ending balance	$	7,639		$	7,844

Off-balance-sheet commitments (including commitments to make loans, unused lines of credit and letters of credit) to related parties at December 31, 2017 and 2016 were $2.8 million and $2.4 million, respectively.

F-25

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table provides the components of the Company’s recorded investment in loans at December 31, 2017 and 2016:

	Residential Real Estate		Land		Construction			Commercial Real Estate			Commercial Business		Home Equity and Second Mortgage		Other Consumer		Total
	(In thousands)
December 31, 2017:
Principal loan balance	$	136,399	$	18,198	$	20,995		$	100,133		$	34,114	$	49,802	$	52,570	$	412,211

Accrued interest receivable		474		94		49			249			87		189		223		1,365

Net deferred loan origination fees and costs		87		17		(10	)		(42	)		2		987		-		1,041

Recorded investment in loans	$	136,960	$	18,309	$	21,034		$	100,340		$	34,203	$	50,978	$	52,793	$	414,617

December 31, 2016:
Principal loan balance	$	137,842	$	13,895	$	19,445		$	96,462		$	24,056	$	42,908	$	49,095	$	383,703

Accrued interest receivable		455		42		44			249			67		141		226		1,224

Net deferred loan origination fees and costs		80		14		-			(42	)		3		782		-		837

Recorded investment in loans	$	138,377	$	13,951	$	19,489		$	96,669		$	24,126	$	43,831	$	49,321	$	385,764

F-26

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

An analysis of the allowance for loan losses and recorded investment in loans as of and for the year ended December 31, 2017 is as follows:

	Residential Real Estate			Land		Construction		Commercial Real Estate			Commercial Business			Home Equity and Second Mortgage			Other Consumer			Total
	(In thousands)
Allowance for Loan Losses:

Beginning balance	$	380		$	56	$	80	$	1,670		$	198		$	683		$	319		$	3,386
Provisions		(120	)		77		165		(124	)		226			28			663			915
Charge-offs		(74	)		-		-		(3	)		(140	)		(6	)		(713	)		(936	)
Recoveries		33			-		-		79			7			5			145			269

Ending balance	$	219		$	133	$	245	$	1,622		$	291		$	710		$	414		$	3,634

Ending allowance balance attributable to loans:

Individually evaluated for impairment	$	35		$	-	$	-	$	-		$	4		$	13		$	-		$	52
Collectively evaluated for impairment		182			133		245		1,622			287			697			414			3,580
Acquired with deteriorated credit quality		2			-		-		-			-			-			-			2

Ending balance	$	219		$	133	$	245	$	1,622		$	291		$	710		$	414		$	3,634

Recorded Investment in Loans:

Individually evaluated for impairment	$	2,907		$	-	$	-	$	401		$	42		$	73		$	-		$	3,423
Collectively evaluated for impairment		133,703			18,309		21,034		99,891			34,161			50,905			52,793			410,796
Acquired with deteriorated credit quality		350			-		-		48			-			-			-			398

Ending balance	$	136,960		$	18,309	$	21,034	$	100,340		$	34,203		$	50,978		$	52,793		$	414,617

F-27

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

An analysis of the allowance for loan losses and recorded investment in loans as of and for the year ended December 31, 2016 is as follows:

	Residential Real Estate			Land			Construction		Commercial Real Estate			Commercial Business			Home Equity and Second Mortgage			Other Consumer			Total
	(In thousands)
Allowance for Loan Losses:

Beginning balance	$	527		$	157		$	47	$	1,541		$	261		$	626		$	256		$	3,415
Provisions		(87	)		(92	)		33		157			187			79			368			645
Charge-offs		(118	)		(9	)		-		(82	)		(264	)		(36	)		(409	)		(918	)
Recoveries		58			-			-		54			14			14			104			244

Ending balance	$	380		$	56		$	80	$	1,670		$	198		$	683		$	319		$	3,386

Ending allowance balance attributable to loans:

Individually evaluated for impairment	$	23		$	-		$	-	$	-		$	43		$	13		$	6		$	85
Collectively evaluated for impairment		357			56			80		1,670			155			670			313			3,301
Acquired with deteriorated credit quality		-			-			-		-			-			-			-			-

Ending balance	$	380		$	56		$	80	$	1,670		$	198		$	683		$	319		$	3,386

Recorded Investment in Loans:

Individually evaluated for impairment	$	2,083		$	-		$	-	$	1,217		$	143		$	244		$	20		$	3,707
Collectively evaluated for impairment		135,904			13,951			19,489		95,212			23,983			43,587			49,301			381,427
Acquired with deteriorated credit quality		390			-			-		240			-			-			-			630

Ending balance	$	138,377		$	13,951		$	19,489	$	96,669		$	24,126		$	43,831		$	49,321		$	385,764

F-28

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

An analysis of the allowance for loan losses for the year ended December 31, 2015 is as follows:

	Residential Real Estate			Land			Construction			Commercial Real Estate		Commercial Business			Home Equity and Second Mortgage			Other Consumer			Total
	(In thousands)
Allowance for Loan Losses:

Beginning balance	$	609		$	201		$	60		$	1,501	$	1,480		$	720		$	275		$	4,846
Provisions		35			(44	)		(13	)		6		(23	)		(49	)		138			50
Charge-offs		(128	)		-			-			-		(1,205	)		(78	)		(268	)		(1,679	)
Recoveries		11			-			-			34		9			33			111			198

Ending balance	$	527		$	157		$	47		$	1,541	$	261		$	626		$	256		$	3,415

F-29

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

At December 31, 2017 and 2016, management applied specific qualitative factor adjustments to various portfolio segments as they determined that the historical loss experience was not indicative of the level of risk in the remaining balance of those portfolio segments. These adjustments increased the historical loss factors by 0.33% to 20% for certain loan groups, and increased the estimated allowance for loan losses related to those portfolio segments by approximately $2.1 million and $1.8 million, respectively. These changes were made to reflect management’s estimates of inherent losses in these portfolio segments at December 31, 2017 and 2016.

At December 31, 2017 and 2016, for each loan portfolio segment management applied an overall qualitative factor of 1.18 to the Company’s historical loss factors. The overall qualitative factor is derived from management’s analysis of changes and trends in the following qualitative factors:

•

Underwriting Standards – Management reviews the findings of periodic internal audit loan reviews, independent outsourced loan reviews and loan reviews performed by the banking regulators to evaluate the risk associated with changes in underwriting standards. At December 31, 2017 and 2016, management assessed the risk associated with this component as neutral, requiring no adjustment to the historical loss factors.

•

Economic Conditions – Management analyzes trends in housing and unemployment data in the Louisville, Kentucky metropolitan area, the Company’s primary market area, to evaluate the risk associated with economic conditions. Due to a decrease in new home construction and an increase in unemployment in the Company’s primary market area, management assigned a risk factor of 1.20 for this component at December 31, 2017 and 2016.

•

Other Internal and External Factors – This component includes management’s consideration of other qualitative factors such as loan portfolio composition. The Company has focused on the origination of commercial business and real estate loans in an effort to convert the Company’s balance sheet from that of a traditional thrift institution to a commercial bank. In addition, the Company has increased its investment in mortgage loans in which it does not hold a first lien position. Commercial loans and second mortgage loans generally entail greater credit risk than residential mortgage loans secured by a first lien. As a result of changes in the loan portfolio composition and other factors, management has maintained the elevated risk factor of 1.30 for this component at December 31, 2017 and 2016.

Each of the four factors above was assigned an equal weight to arrive at an average for the overall qualitative factor of 1.18 at December 31, 2017 and 2016. The effect of the overall qualitative factor was to increase the estimated allowance for loan losses by $536,000 and $501,000 at December 31, 2017 and 2016, respectively.

Management also adjusts the historical loss factors for loans classified as watch, special mention and substandard that are not individually evaluated for impairment. The adjustments consider the increased likelihood of loss on classified loans based on the Company’s separate historical experience for classified loans. The effect of the adjustments for classified loans was to increase the estimated allowance for loan losses by $506,000 and $559,000 at December 31, 2017 and 2016, respectively.

F-30

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table summarizes the Company’s impaired loans as of and for the year ended December 31, 2017. The Company did not recognize any interest income on impaired loans using the cash receipts method of accounting for the year ended December 31, 2017.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)

Loans with no related allowance recorded:
Residential real estate	$	2,695	$	2,948	$	-	$	2,437	$	28
Land		-		-		-		-		2
Construction		-		-		-		-		-
Commercial real estate		401		535		-		686		16
Commercial business		12		12		-		57		1
Home equity and second mortgage		60		68		-		194		1
Other consumer		-		-		-		4		-

	$	3,168	$	3,563	$	-	$	3,378	$	48

Loans with an allowance recorded:
Residential real estate	$	212	$	218	$	35	$	140	$	-
Land		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		-		-		-		-		-
Commercial business		30		30		4		40		-
Home equity and second mortgage		13		13		13		20		-
Other consumer		-		-		-		14		-

	$	255	$	261	$	52	$	214	$	-

Total:
Residential real estate	$	2,907	$	3,166	$	35	$	2,577	$	28
Land		-		-		-		-		2
Construction		-		-		-		-		-
Commercial real estate		401		535		-		686		16
Commercial business		42		42		4		97		1
Home equity and second mortgage		73		81		13		214		1
Other consumer		-		-		-		18		-

	$	3,423	$	3,824	$	52	$	3,592	$	48

F-31

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table summarizes the Company’s impaired loans as of and for the year ended December 31, 2016. The Company did not recognize any interest income on impaired loans using the cash receipts method of accounting for the year ended December 31, 2016.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)

Loans with no related allowance recorded:
Residential real estate	$	1,871	$	2,223	$	-	$	1,904	$	26
Land		-		-		-		5		-
Construction		-		-		-		-		3
Commercial real estate		1,217		1,540		-		2,959		60
Commercial business		75		81		-		66		-
Home equity and second mortgage		231		237		-		88		2
Other consumer		-		-		-		4		1

	$	3,394	$	4,081	$	-	$	5,026	$	92

Loans with an allowance recorded:
Residential real estate	$	212	$	217	$	23	$	148	$	-
Land		-		-		-		-		-
Construction		-		-		-		-		-
Commercial real estate		-		-		-		99		-
Commercial business		68		68		43		54		-
Home equity and second mortgage		13		14		13		27		-
Other consumer		20		20		6		22		-

	$	313	$	319	$	85	$	350	$	-

Total:
Residential real estate	$	2,083	$	2,440	$	23	$	2,052	$	26
Land		-		-		-		5		-
Construction		-		-		-		-		3
Commercial real estate		1,217		1,540		-		3,058		60
Commercial business		143		149		43		120		-
Home equity and second mortgage		244		251		13		115		2
Other consumer		20		20		6		26		1

	$	3,707	$	4,400	$	85	$	5,376	$	92

F-32

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table summarizes the Company’s impaired loans for the year ended December 31, 2015. The Company did not recognize any interest income on impaired loans using the cash receipts method of accounting for the year ended December 31, 2015.

	Average		Interest
	Recorded		Income
	Investment		Recognized
	(In thousands)

Loans with no related allowance recorded:
Residential real estate	$	1,356	$	19
Land		20		-
Construction		-		-
Commercial real estate		2,092		76
Commercial business		19		-
Home equity and second mortgage		64		2
Other consumer		-		-

	$	3,551	$	97

Loans with an allowance recorded:
Residential real estate	$	190	$	-
Land		-		-
Construction		-		-
Commercial real estate		78		-
Commercial business		355		-
Home equity and second mortgage		80		-
Other consumer		-		-

	$	703	$	-

Total:
Residential real estate	$	1,546	$	19
Land		20		-
Construction		-		-
Commercial real estate		2,170		76
Commercial business		374		-
Home equity and second mortgage		144		2
Other consumer		-		-

	$	4,254	$	97

F-33

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

Nonperforming loans consists of nonaccrual loans and loans over 90 days past due and still accruing interest. The following table presents the recorded investment in nonperforming loans at December 31, 2017 and 2016:

	December 31, 2017						December 31, 2016
	Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans		Nonaccrual Loans		Loans 90+ Days Past Due Still Accruing		Total Nonperforming Loans
	(In thousands)

Residential real estate	$	2,298	$	109	$	2,407	$	1,634	$	55	$	1,689
Land		-		95		95		-		-		-
Construction		-		-		-		-		-		-
Commercial real estate		139		-		139		924		-		924
Commercial business		42		59		101		142		-		142
Home equity and second mortgage		57		-		57		226		-		226
Other consumer		-		28		28		20		23		43

Total	$	2,536	$	291	$	2,827	$	2,946	$	78	$	3,024

The following table presents the aging of the recorded investment in loans at December 31, 2017:

	30-59 Days Past Due		60-89 Days Past Due		Over 90 Days Past Due		Total Past Due		Current		Purchased Credit Impaired Loans		Total Loans
			(In thousands)

Residential real estate	$	2,612	$	338	$	1,255	$	4,205	$	132,405	$	350	$	136,960
Land		186		-		95		281		18,028		-		18,309
Construction		-		-		-		-		21,034		-		21,034
Commercial real estate		379		-		139		518		99,774		48		100,340
Commercial business		46		49		102		197		34,006		-		34,203
Home equity and second mortgage		468		27		13		508		50,470		-		50,978
Other consumer		420		37		28		485		52,308		-		52,793

Total	$	4,111	$	451	$	1,632	$	6,194	$	408,025	$	398	$	414,617

F-34

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table presents the aging of the recorded investment in loans at December 31, 2016:

	30-59 Days Past Due		60-89 Days Past Due		Over 90 Days Past Due		Total Past Due		Current		Purchased Credit Impaired Loans		Total Loans
	(In thousands)

Residential real estate	$	2,444	$	707	$	1,021	$	4,172	$	133,815	$	390	$	138,377
Land		-		52		-		52		13,899		-		13,951
Construction		-		-		-		-		19,489		-		19,489
Commercial real estate		-		-		27		27		96,402		240		96,669
Commercial business		155		-		83		238		23,888		-		24,126
Home equity and second mortgage		352		-		13		365		43,466		-		43,831
Other consumer		319		66		43		428		48,893		-		49,321

Total	$	3,270	$	825	$	1,187	$	5,282	$	379,852	$	630	$	385,764

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, public information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company classifies loans based on credit risk at least quarterly. The Company uses the following regulatory definitions for risk ratings:

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 Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth 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 Company 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 facts, conditions, and values, highly questionable and improbable.

Loss: Loans classified as loss are considered uncollectible and of such little value that their continuance on the Company’s books as an asset is not warranted.

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

F-35

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

The following table presents the recorded investment in loans by risk category as of the date indicated:

	Residential Real Estate		Land		Construction		Commercial Real Estate		Commercial Business		Home Equity and Second Mortgage		Other Consumer		Total
	(In thousands)
December 31, 2017:
Pass	$	133,618	$	18,003	$	20,173	$	97,219	$	33,245	$	50,919	$	52,629	$	405,806
Special mention		348		157		861		1,362		734		-		161		3,623
Substandard		684		149		-		1,620		182		2		3		2,640
Doubtful		2,310		-		-		139		42		57		-		2,548
Loss		-		-		-		-		-		-		-		-

Total	$	136,960	$	18,309	$	21,034	$	100,340	$	34,203	$	50,978	$	52,793	$	414,617

December 31, 2016:
Pass	$	135,328	$	13,795	$	19,489	$	87,782	$	23,246	$	43,601	$	49,256	$	372,497
Special mention		403		86		-		1,892		661		-		45		3,087
Substandard		721		70		-		5,991		77		4		-		6,863
Doubtful		1,925		-		-		1,004		142		226		20		3,317
Loss		-		-		-		-		-		-		-		-

Total	$	138,377	$	13,951	$	19,489	$	96,669	$	24,126	$	43,831	$	49,321	$	385,764

F-36

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

Troubled Debt Restructurings

The following table summarizes the Company’s TDRs by accrual status as of December 31, 2017 and 2016:

	December 31, 2017								December 31, 2016
	Accruing		Nonaccrual		Total		Related Allowance for Loan Losses		Accruing		Nonaccrual		Total		Related Allowance for Loan Losses
	(In thousands)

Residential real estate	$	487	$	106	$	593	$	-	$	433	$	229	$	662	$	-
Commercial real estate		356		-		356		-		291		168		459		-
Home equity and second mortgage		15		-		15		-		18		-		18		-

Total	$	858	$	106	$	964	$	-	$	742	$	397	$	1,139	$	-

At December 31, 2017 and 2016, there were no commitments to lend additional funds to debtors whose loan terms have been modified in a TDR.

The Company restructured one residential real estate loan in a TDR during the year ended December 31, 2017, with a pre-modification and post-modification outstanding balance of $65,000. There were no TDRs that were restructured during the years ended December 31, 2016 and 2015. For the TDR restructured during 2017, the terms of modification included the deferral of contractual principal payments. There were no principal charge-offs recorded as a result of TDRs during the years ended December 31, 2017, 2016 and 2015.

The Company had payment defaults (defined as the loan becoming more than 90 days past due, being moved to nonaccrual status, or the collateral being foreclosed upon) for TDRs modified within the previous 12 months on two TDRs to the same borrower totaling $187,000 during the year ended December 31, 2015. There were no such defaults during the years ended December 31, 2017 and 2016. In the event that a TDR subsequently defaults, the Company evaluates the restructuring for possible impairment. As a result, the related allowance for loan losses may be increased or charge-offs may be taken to reduce the carrying amount of the loan. The Company did not recognize any provisions for loan losses or net charge-offs as a result of defaulted TDRs for the years ended December 31, 2017, 2016 and 2015.

F-37

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(5 - continued)

Purchased Credit Impaired (“PCI”) Loans

Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan and lease losses. Such loans are accounted for individually or aggregated into pools of loans based on common risk characteristics such as credit score, loan type and date of origination. In determining the estimated fair value of purchased loans or pools, management considers a number of factors including the remaining life, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, and net present value of cash flows expected to be received, among others. Purchased loans are accounted for in accordance with guidance for certain loans acquired in a transfer (FASB ASC 310-30), when the loans have evidence of credit deterioration since origination and it is probable at the date of acquisition that the acquirer will not collect all contractually required principal and interest payments. The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. The difference between the expected cash flows and the fair value at acquisition is recorded as interest income over the remaining life of the loan or pool of loans and is referred to as the accretable yield. Subsequent decreases to the expected cash flows will generally 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 losses to the extent of prior charges and then an adjustment to accretable yield, which is recognized as future interest income.

The following table presents the carrying amount of PCI loans accounted for under FASB ASC 310-30 at December 31, 2017 and 2016:

(In thousands)	2017		2016

Residential real estate	$	350	$	390
Commercial real estate		48		240
Carrying amount		398		630
Allowance for loan losses		2		-

	$	396	$	630

The outstanding balance of PCI loans accounted for under FASB ASC 310-30, including contractual principal, interest, fees and penalties was $625,000 and $754,000 at December 31, 2017 and 2016, respectively.

The allowance for loan losses related to PCI loans was $2,000 at December 31, 2017. There was no allowance for loan losses related to PCI loans at December 31, 2016. Provisions for loan losses related to PCI loans were $2,000 for the year ended December 31, 2017. There were no losses recognized or reductions of the allowance for loan losses on PCI loans for the years ended December 31, 2016 and 2015.

Accretable yield, or income expected to be collected, is as follows for the years ended December 31, 2017, 2016 and 2015:

(In thousands)	2017			2016			2015

Beginning balance	$	252		$	319		$	-
New loans acquired		-			-			331
Accretion to income		(55	)		(75	)		(12	)
Disposals of loans		(21	)		(93	)		-
Reclassification (to) from nonaccretable difference		294			101			-

Ending balance	$	470		$	252		$	319

F-38

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(6) PREMISES AND EQUIPMENT

Premises and equipment as of December 31, 2017 and 2016 consisted of the following:

(In thousands)	2017		2016

Land and land improvements	$	5,297	$	5,297
Leasehold improvements		134		134
Office buildings		13,849		13,136
Furniture, fixtures and equipment		5,973		5,723
		25,253		24,290
Less accumulated depreciation		10,222		9,449

Totals	$	15,031	$	14,841

Depreciation expense was $1.1 million, $1.0 million and $744,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

(7) FORECLOSED REAL ESTATE

Foreclosed real estate activity was as follows for the years ended December 31, 2017, 2016 and 2015:

(In thousands)	2017			2016			2015

Beginning balance	$	4,674		$	4,890		$	78
Obtained in acquisition		-			-			4,349
Transfers from loans to foreclosed real estate		555			1,307			809
Direct write-downs		(263	)		(80	)		(100	)
Sales		(1,023	)		(1,504	)		(245	)
Capitalized expenses and other adjustments		28			61			(1	)

Ending balance	$	3,971		$	4,674		$	4,890

Net loss on foreclosed real estate was as follows for the years ended December 31, 2017, 2016 and 2015:

(In thousands)	2017			2016			2015

Net (gain) loss on sales	$	(3	)	$	(30	)	$	15
Direct write-downs		263			80			100
Operating expenses, net of income		56			94			47

	$	316		$	144		$	162

At December 31, 2017 and 2016, the balance of foreclosed real estate includes $443,000 and $226,000, respectively, of residential real estate properties where physical possession has been obtained. At December 31, 2017 and 2016, the recorded investment in consumer mortgage loans secured by residential real estate properties where formal foreclosure procedures are in process was $588,000 and $793,000, respectively.

F-39

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(8) GOODWILL AND OTHER INTANGIBLES

The Company acquired goodwill of $1.1 million in the acquisition of Peoples in addition to acquiring goodwill of $5.4 million in the acquisition of Hometown Bancshares, Inc. (“Hometown”) during 2003. Goodwill is evaluated for impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the carrying amount is greater than its fair value. No impairment of goodwill was recognized during 2017, 2016 or 2015.

The Company acquired a core deposit intangible of $1.4 million in the acquisition of Peoples. All of the Company’s previously acquired core deposit intangibles had been fully amortized prior to 2015. Core deposit intangible amortization expense totaled $147,000, $147,000 and $12,000 for 2017, 2016 and 2015, respectively.

Core deposit intangibles subject to amortization as of December 31, 2017 and 2016 consisted of the following:

(In thousands)	2017		2016

Core deposit intangible acquired in Peoples acquisition	$	1,418	$	1,418
Less accumulated amortization		306		159

	$	1,112	$	1,259

Estimated amortization expense for the core deposit intangible for each of the ensuing five years and in the aggregate is as follows:

Years ending December 31:	(In thousands)

2018	$	147
2019		147
2020		147
2021		147
2022		147
2023 and thereafter		377

Total	$	1,112

(9) DEPOSITS

The aggregate amount of time deposit accounts with balances that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000 was approximately $3.5 million and $3.6 million at December 31, 2017 and 2016, respectively.

At December 31, 2017, scheduled maturities of time deposits were as follows:

Year ending December 31:	(In thousands)

2018	$	40,621
2019		12,382
2020		6,861
2021		8,799
2022 and thereafter		4,856

Total	$	73,519

The Bank held deposits of approximately $9.2 million and $11.9 million for related parties at December 31, 2017 and 2016, respectively.

F-40

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(10) LINES OF CREDIT

The Bank has an unsecured federal funds purchased line of credit through The Bankers’ Bank of Kentucky with a maximum borrowing amount of $5.0 million. At December 31, 2017 and 2016, the Bank had no outstanding federal funds purchased under the line of credit.

The Bank also has a $2.0 million revolving line of credit with Stock Yards Bank & Trust Company. At December 31, 2017 and 2016, the Bank had no outstanding borrowings under the line of credit.

(11) ADVANCES FROM FEDERAL HOME LOAN BANK

At December 31, 2017, there were $10.0 million in outstanding advances from the FHLB maturing in June 2018 at a weighted average rate of 1.67%. There were no outstanding advances from the FHLB at December 31, 2016. Advances are secured under a blanket collateral agreement with the FHLB. At December 31, 2017, the carrying value of residential mortgage loans pledged as security for advances was $66.5 million.

(12) LEASE COMMITMENTS

During 2015, the Bank extended a noncancelable lease agreement for branch office space which expires in March 2020 with annual lease payments of $19,000. During September 2016, Heritage Hills signed a lease agreement for equipment which expires in October 2021 with annual lease payments of $59,000. At December 31, 2017, minimum lease payments under the leases were $78,000 for each year ending December 31, 2018 through 2019, $64,000 for the year ending December 31, 2020 and $59,000 for the year ending December 31, 2021, for an aggregate total of $279,000.

The Bank’s subsidiary companies headquartered in Nevada lease office space under sublease agreements that automatically renew for one year periods each October.

Total rental expense for all operating leases was $98,000, $89,000 and $30,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

(13) INCOME TAXES

The TCJA enacted on December 22, 2017 reduced the Company’s federal corporate tax rate from 34% to 21% effective for tax years beginning after December 31, 2017. FASB ASC 740, Income Taxes, requires recognition of the effect of a change in tax law or rate in the period that includes the enactment date. As such, deferred tax assets and liabilities have been adjusted for the change in the federal corporate tax rate as of December 31, 2017. The resulting adjustments of deferred tax assets and liabilities was recognized as a component of income tax expense in the consolidated statement of net income for the year ended December 31, 2017, resulting in additional income tax expense of $290,000. In accordance with ASU No. 2018-02, the Bank elected to reclassify the income tax effect of the change in the federal corporate tax rate from AOCI to retained earnings as of December 31, 2017 in the amount of $352,000.

Shortly after the enactment of the TCJA, the SEC issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the TCJA’s impact. In accordance with SAB 118, the Company has reflected the income tax effects of the TCJA in the financial statements based on reasonable estimates. Any changes to the provisional amounts will be reflected as an adjustment to income tax expense in the reporting period the amounts are determined. SAB 118 permits a measurement period of up to one year from the date of enactment and the Company expects any adjustments to be completed in 2018.

F-41

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(13 - continued)

The components of income tax expense for the years ended December 31, 2017, 2016 and 2015 were as follows:

(In thousands)	2017		2016		2015

Current	$	2,755	$	2,303	$	1,292
Deferred		348		220		672

Totals	$	3,103	$	2,523	$	1,964

The reconciliation of income tax expense for the years ended December 31, 2017, 2016 and 2015, with the amount which would have been provided at the federal statutory rate of 34% follows:

(In thousands)	2017			2016			2015

Provision at federal statutory tax rate	$	3,589		$	3,196		$	2,440
State income tax-net of federal tax benefit		96			111			107
Change in state statutory tax rate		(5	)		(4	)		(4	)
Revaluation of net deferred tax asset due to change
in federal income tax rate		290			-			-
Tax-exempt interest income		(507	)		(416	)		(405	)
Bank-owned life insurance income		(73	)		(62	)		(83	)
Captive insurance net premiums		(290	)		(294	)		(322	)
Nondeductible acquisition expense		-			-			219
Other		3			(8	)		12

Totals	$	3,103		$	2,523		$	1,964

Effective tax rate		29.4	%		26.8	%		27.4	%

Significant components of the deferred tax assets and liabilities as of December 31, 2017 and 2016 were as follows:

(In thousands)	2017			2016

Deferred tax assets (liabilities):
Deferred compensation plans	$	121		$	200
Allowance for loan losses		743			876
Accrued expenses		-			45
Unrealized loss on securities available for sale		647			1,335
Restricted stock		11			16
Valuation allowance on foreclosed real estate		87			119
Interest on nonaccrual loans		220			265
Other		58			26
Deferred tax assets		1,887			2,882

Depreciation		(587	)		(632	)
Deferred loan fees and costs		(262	)		(261	)
FHLB stock dividends		(37	)		(56	)
Prepaid expenses		(201	)		(295	)
Acquisition purchase accounting adjustments		(184	)		(334	)
Other		(39	)		(43	)
Deferred tax liabilities		(1,310	)		(1,621	)

Net deferred tax asset	$	577		$	1,261

Tax laws enacted in 2013 and 2014 decreased the Indiana financial institutions franchise tax rate beginning in 2014 and ending in 2023. Deferred taxes have been adjusted to reflect the newly enacted rates and the period in which temporary differences are expected to reverse.

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(13 - continued)

At December 31, 2017 and 2016, the Company had no liability for unrecognized income tax benefits related to uncertain tax positions and does not anticipate any increase in the liability for unrecognized tax benefits during the next twelve months. The Company believes that its income tax positions would be sustained upon examination and does not anticipate any adjustments that would result in a material change to its financial position or results of operations. The Company files consolidated U.S. federal income tax returns and Indiana state income tax returns. Returns filed in these jurisdictions for tax years ended on or after December 31, 2014 are subject to examination by the relevant taxing authorities. Each entity included in the consolidated federal and Indiana state income tax returns filed by the Company are charged or given credit for the applicable tax as though separate returns were filed.

Retained earnings of the Bank at December 31, 2017 and 2016 include approximately $909,000 for which no deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of such allocated amounts for purposes other than tax bad debt losses, including redemption of bank stock, excess dividends or loss of “bank” status, would create income for tax purposes only, subject to the then-current corporate income tax rate. The unrecorded deferred liability on these amounts was approximately $191,000 and $309,000 at December 31, 2017 and 2016, respectively.

(14) EMPLOYEE BENEFIT PLANS

Defined Contribution Plan:

The Bank has a qualified contributory defined contribution plan available to all eligible employees. The plan allows participating employees to make tax-deferred contributions under Internal Revenue Code Section 401(k). The Bank contributed $478,000, $472,000 and $362,000 to the plan for the years ended December 31, 2017, 2016 and 2015, respectively.

Employee Stock Ownership Plan:

On December 31, 1998, the Bank established a leveraged employee stock ownership plan (“ESOP”) covering substantially all employees. The Bank accounts for the ESOP in accordance with FASB ASC 718-40, Employee Stock Ownership Plans. The ESOP trust acquired 61,501 shares of Company common stock financed by a loan with the Company with a ten year term. The employer loan and the related interest income are not recognized in the consolidated financial statements as the debt is serviced from Bank contributions. Dividends payable on allocated shares are charged to retained earnings and are satisfied by the allocation of cash dividends to participant accounts. Dividends payable on unallocated shares are not considered dividends for financial reporting purposes. Shares held by the ESOP trust are allocated to participant accounts based on the ratio of the current year principal and interest payments to the total of the current year and future year’s principal and interest to be paid on the employer loan. The employer loan was fully paid in 2008 and all shares of the Company common stock have been allocated to participant accounts.

Compensation expense is recognized based on the average fair value of shares released for allocation to participant accounts during the year with a corresponding credit to stockholders’ equity. No compensation expense was recognized for the years ended December 31, 2017, 2016 and 2015 as all shares were allocated during 2008.

At December 31, 2017 and 2016, the ESOP trust held 53,181 and 54,196 shares of Company stock, respectively, including shares acquired on the open market, all of which had been allocated to participant accounts.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(15) DEFERRED COMPENSATION PLANS

The Bank has a deferred compensation plan whereby certain officers will be provided specific amounts of income for a period of fifteen years following normal retirement. The benefits under the agreements are fully vested and will be paid in varying amounts through 2022. As part of the acquisition of Peoples in December 2015, the Bank assumed a non-qualified deferred compensation plan for three key employees of Peoples, which provides for specific amounts of income for a period of ten years following retirement. The benefits under the Peoples plan are fully vested and, assuming normal retirement, will be paid in varying amounts through 2026. The Bank is the owner and beneficiary of insurance policies on the lives of these officers which may provide funds for a portion of the required payments. The agreements also provide for payment of benefits in the event of disability, early retirement and termination of employment or death. The Bank accrues the present value of the benefits under these plans so the amounts required will be provided at the normal retirement dates and thereafter. The balance of the accrued benefit for the plans was $332,000 and $365,000 at December 31, 2017 and 2016, respectively. Deferred compensation expense for the Bank’s deferred compensation plans for employees was $19,000, $21,000 and $8,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

The Bank also has a directors' deferred compensation plan whereby a director defers into a retirement account a portion of his/her monthly director fees for a specified period to provide a specified amount of income for a period of fifteen years following normal retirement. Assuming normal retirement, the benefits under the plan will be paid in varying amounts through 2036. The agreements also provide for payment of benefits in the event of disability, early retirement and termination of service or death. The Bank accrues the interest cost on the deferred obligation so the amounts required will be provided at the normal retirement dates and thereafter. The balance of the accrued benefit for the director plan was $157,000 and $161,000 at December 31, 2017 and 2016, respectively. Deferred compensation expense for the director plan was $19,000 for each of the years ended December 31, 2017, 2016 and 2015.

(16) STOCK-BASED COMPENSATION PLAN

On May 20, 2009, the Company adopted the 2009 Equity Incentive Plan (the “Plan”). The Plan provides for the award of stock options, restricted stock, performance shares and stock appreciation rights. The aggregate number of shares of the Company’s common stock available for issuance under the Plan may not exceed 223,000 shares. At December 31, 2017, 204,000 shares of the Company’s common stock were available for issuance under the Plan.

The Company may grant both non-statutory and statutory stock options which may not have a term exceeding ten years. In the case of incentive stock options, the aggregate fair value of the stock (determined at the time the incentive stock option is granted) for which any optionee may be granted incentive options which are first exercisable during any calendar year shall not exceed $100,000. Option prices may not be less than the fair market value of the underlying stock at the date of the grant. An award of a performance share is a grant of a right to receive shares of the Company’s common stock which is contingent upon the achievement of specific performance criteria or other objectives set at the grant date. Stock appreciation rights are equity or cash settled share-based compensation arrangements whereby the number of shares that will ultimately be issued or the cash payment is based upon the appreciation of the Company’s common stock. Awards granted under the Plan may be granted either alone, in addition to, or in tandem with, any other award granted under the Plan. The terms of the plan also include provisions whereby all unearned options and restricted shares become immediately exercisable and fully vested upon a change in control.

The fair market value of stock options granted is estimated at the date of grant using an option pricing model. Expected volatilities are based on historical volatility of the Company's stock. The expected term of options granted represents the period of time that options are expected to be outstanding and is based on historical trends. The risk free rate for the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. As of December 31, 2017, no stock options had been granted under the Plan.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(16 - continued)

On February 17, 2015, the Company granted 19,500 restricted stock shares to directors, officers and key employees at a grant-date price of $24.50 per share for a total of $478,000. The restricted stock generally vests over a five-year period. Compensation expense is measured based on the fair market value of the restricted stock at the grant date and is recognized ratably over the period during which the shares are earned (the vesting period). Compensation expense related to restricted stock recognized for the years ended December 31, 2017, 2016 and 2015 was $89,000, $82,000 and $71,000, respectively. A summary of the Company’s nonvested restricted shares activity as of December 31, 2017 and changes during the year then ended is as follows:

			Weighted
	Number		Average
	of		Grant-Date
	Shares		Fair Value

Nonvested at beginning of year		14,000	$	24.50
Granted		-		-
Vested		3,500		24.50
Forfeited		-		-

Nonvested at end of year		10,500	$	24.50

The total fair value of restricted shares that vested during the year ended December 31, 2017 was $109,000. There were no restricted shares vested during the years ended December 31, 2016 and 2015. At December 31, 2017, unrecognized compensation expense related to nonvested restricted shares was $212,000. The compensation expense is expected to be recognized over the remaining vesting period of 2.5 years.

On February 20, 2018, the Company granted 20,000 restricted stock shares to directors, officers and key employees at a grant-date price of $37.42 per share for a total of $748,000, which will vest over a five-year period.

(17) COMMITMENTS AND CONTINGENCIES

In the normal course of business, there are outstanding commitments, contingent liabilities and other financial instruments that are no reflected in the consolidated financial statements. These include commitments to extend credit and standby letters of credit, which are some of the instruments used by the Company to meet the financing needs of its customers. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheet.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The following is a summary of the commitments at December 31, 2017 and 2016:

(In thousands)	2017		2016

Loan commitments:
Fixed rate	$	933	$	4,542
Adjustable rate		8,245		10,661

Standby letters of credit		1,246		1,245
Unused lines of credit on credit cards		5,660		5,463
Undisbursed commercial and personal lines of credit		32,302		32,125
Undisbursed portion of construction loans in process		25,020		19,037
Undisbursed portion of home equity lines of credit		44,494		33,490

	$	117,900	$	106,563

F-45

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(17 - continued)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Certain commitments have fixed expiration dates, or other termination clauses, and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral or other security obtained, if deemed necessary by the Company upon extension of credit, varies and is based on management’s credit evaluation. Collateral held varies but may include deposits held in financial institutions; U.S. Treasury securities; other marketable securities; accounts receivable; inventory; property and equipment; personal residences; income-producing commercial properties and land under development. Personal guarantees are also obtained to provide added security for certain commitments

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to guarantee the installation of real property improvements and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral and obtains personal guarantees supporting those commitments for which collateral or other security is deemed necessary

(18) DIVIDEND RESTRICTION

As an Indiana corporation, the Company is subject to Indiana law with respect to the payment of dividends. Under Indiana law, the Company may pay dividends so long as it is able to pay its debts as they become due in the usual course of business and its assets exceed the sum of its total liabilities, plus the amount that would be needed if the Company were to be dissolved at the time of the dividend to satisfy any rights that are preferential to the rights of the persons receiving the dividend. The ability of the Company to pay dividends depends primarily on the ability of the Bank to pay dividends to the Company.

The payment of dividends by the Bank is subject to regulation by the Office of the Comptroller of the Currency (“OCC”). The Bank may not declare or pay a cash dividend or repurchase any of its capital stock if the effect thereof would cause the regulatory capital of the Bank to be reduced below regulatory capital requirements imposed by the OCC or below the amount of the liquidation account established upon completion of the conversion of the Bank’s former mutual holding company (First Capital, Inc., MHC) from mutual to stock form on December 31, 1998.

F-46

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(19) REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the OCC. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank and the consolidated financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III rules”) became effective for the Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule through 2019. Under the Basel III rules, the Bank must hold a conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.5% by 2019. The capital conservation buffer is 1.25% for 2017 and 0.625% for 2016. Management believes that the Bank met all capital adequacy requirements to which it was subject as of December 31, 2017 and 2016.

As of December 31, 2017, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

F-47

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(19 - continued)

The Bank’s actual capital amounts and ratios are presented in the following table. No amounts were deducted from capital for interest-rate risk in either year.

	Actual					Minimum for Capital Adequacy Purposes with Capital Conservation Buffer:					Minimum to be Well Capitalized under Prompt Corrective Action Provisions:
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio

As of December 31, 2017:

Total capital (to risk weighted assets)	$	75,704		14.49	%	$	48,314		9.25	%	$	52,231		10.00	%

Tier 1 capital (to risk weighted assets)	$	72,070		13.80	%	$	37,868		7.25	%	$	41,785		8.00	%

Common equity Tier 1 capital (to risk weighted assets)	$	72,070		13.80	%	$	30,033		5.75	%	$	33,950		6.50	%

Tier 1 capital (to average assets)	$	72,070		9.67	%	$	29,812		4.00	%	$	37,266		5.00	%


As of December 31, 2016:

Total capital (to risk weighted assets)	$	71,832		14.98	%	$	41,354		8.625	%	$	47,946		10.00	%

Tier 1 capital (to risk weighted assets)	$	68,446		14.28	%	$	31,764		6.625	%	$	38,357		8.00	%

Common equity Tier 1 capital (to risk weighted assets)	$	68,446		14.28	%	$	24,572		5.125	%	$	31,165		6.50	%

Tier 1 capital (to average assets)	$	68,446		9.30	%	$	29,447		4.000	%	$	36,809		5.00	%

On September 20, 2017, the Bank filed applications with the Indiana Department of Financial Institutions (“IDFI”) and the FDIC to convert from a federal savings association into an Indiana chartered commercial bank (the “Conversion”). The Conversion is subject to the approval of both the IDFI and FDIC and if approved, the IDFI will become the Bank’s primary regulator and the FDIC will become the Bank’s primary federal regulator.

F-48

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(20) FAIR VALUE MEASUREMENTS

FASB ASC Topic 820, Fair Value Measurements, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:

Level 1:

Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted market price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2:

Inputs to the valuation methodology include quoted market prices for similar assets or liabilities in active markets; quoted market prices for identical or similar assets or liabilities in markets that are not active; or inputs that are derived principally from or can be corroborated by observable market data by correlation or other means.

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair value is based upon quoted market prices, where available. If quoted market prices are not available, fair value is based on internally developed models or obtained from independent third parties that primarily use, as inputs, observable market-based parameters or a matrix pricing model that employs the Bond Market Association’s standard calculations for cash flow and price/yield analysis and observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value, or the lower of cost or fair value. These adjustments may include unobservable parameters. Any such valuation adjustments have been applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial and nonfinancial assets carried at fair value or the lower of cost or fair value.

F-49

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(20 - continued)

The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of December 31, 2017. The Company had no liabilities measured at fair value as of December 31, 2017.

	Carrying Value
	Level 1		Level 2		Level 3		Total
	(In thousands)
December 31, 2017:

Assets Measured on a Recurring Basis
Securities available for sale:
Agency mortgage-backed securities	$	-	$	112,649	$	-	$	112,649
Agency CMO		-		15,323		-		15,323
Agency notes and bonds		-		69,028		-		69,028
Municipal obligations		-		74,172		-		74,172
Total securities available for sale	$	-	$	271,172	$	-	$	271,172

Assets Measured on a Nonrecurring Basis
Impaired loans:
Residential real estate	$	-	$	-	$	2,872	$	2,872
Commercial real estate		-		-		401		401
Commercial business		-		-		38		38
Home equity and second mortgage		-		-		60		60
Total impaired loans	$	-	$	-	$	3,371	$	3,371

Loans held for sale	$	-	$	2,630	$	-	$	2,630

Foreclosed real estate:
Residential real estate	$	-	$	-	$	443	$	443
Commercial real estate		-		-		3,528		3,528
Total foreclosed real estate	$	-	$	-	$	3,971	$	3,971

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(20 - continued)

The table below presents the balances of assets measured at fair value on a recurring and nonrecurring basis as of December 31, 2016. The Company had no liabilities measured at fair value as of December 31, 2016.

	Carrying Value
	Level 1		Level 2		Level 3		Total
	(In thousands)
December 31, 2016:

Assets Measured on a Recurring Basis
Securities available for sale:
Agency mortgage-backed securities	$	-	$	108,237	$	-	$	108,237
Agency CMO		-		16,028		-		16,028
Agency notes and bonds		-		68,662		-		68,662
Municipal obligations		-		62,843		-		62,843
Total securities available for sale	$	-	$	255,770	$	-	$	255,770

Assets Measured on a Nonrecurring Basis
Impaired loans:
Residential real estate	$	-	$	-	$	2,060	$	2,060
Commercial real estate		-		-		1,217		1,217
Commercial business		-		-		100		100
Home equity and second mortgage		-		-		231		231
Other consumer		-		-		14		14
Total impaired loans	$	-	$	-	$	3,622	$	3,622

Loans held for sale	$	-	$	4,507	$	-	$	4,507

Foreclosed real estate:
Residential real estate	$	-	$	-	$	226	$	226
Commercial real estate		-		-		4,448		4,448
Total foreclosed real estate	$	-	$	-	$	4,674	$	4,674

Securities Available for Sale. Securities classified as available for sale are reported at fair value on a recurring basis. These securities are classified as Level 1 of the valuation hierarchy where quoted market prices from reputable third-party brokers are available in an active market. If quoted market prices are not available, the Company obtains fair value measurements from an independent pricing service. These securities are reported using Level 2 inputs and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors. For securities where quoted market prices, market prices of similar securities or prices from an independent third party pricing service are not available, fair values are calculated using discounted cash flows or other market indicators and are classified within Level 3 of the fair value hierarchy. Changes in fair value of securities available for sale are recorded in other comprehensive income, net of income tax effect.

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FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(20 - continued)

Impaired Loans. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of impaired loans is classified as Level 3 in the fair value hierarchy.

Impaired loans are measured at the present value of estimated future cash flows using the loan's effective interest rate or the fair value of collateral less estimated costs to sell if the loan is collateral dependent. At December 31, 2017 and 2016, all impaired loans were considered to be collateral dependent for the purpose of determining fair value. Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable. The fair value of the collateral is generally determined based on real estate appraisals or other independent evaluations by qualified professionals, which are then discounted to reflect management’s estimate of the fair value of the collateral given the current market conditions and the condition of the collateral.

At December 31, 2017, the significant unobservable inputs used in the fair value measurement of impaired loans included a discount from appraised value for estimates of changes in market conditions, the condition of the collateral, and estimated costs to sell the collateral ranging from 14% to 62%, with a weighted average discount of 39%. At December 31, 2016, the significant unobservable inputs used in the fair value measurement of impaired loans included a discount from appraised value for estimates of changes in market conditions, the condition of the collateral, and estimated costs to sell the collateral ranging from 33% to 65%, with a weighted average discount of 39%.

The Company recognized provisions for loan losses of $39,000, $158,000 and $154,000 for the years ended December 31, 2017, 2016 and 2015, respectively, for impaired loans.

Loans Held for Sale. Loans held for sale are carried at the lower of cost or market value. The portfolio is comprised of residential real estate loans and fair value is estimated based on specific prices of underlying contracts for sales to investors. These measurements are carried at Level 2 in the fair value hierarchy.

Foreclosed Real Estate. Foreclosed real estate is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly. The fair value of foreclosed real estate is classified as Level 3 in the fair value hierarchy.

Foreclosed real estate is reported at fair value less estimated costs to dispose of the property. The fair values are determined by real estate appraisals which are then discounted to reflect management’s estimate of the fair value of the property given current market conditions and the condition of the collateral.

At December 31, 2017, the significant unobservable inputs used in the fair value measurement of foreclosed real estate included a discount from appraised value for estimates of changes in market conditions, the condition of the collateral, and estimated costs to sell the property ranging from 17% to 75%, with a weighted average of 45%. At December 31, 2016, the discount from appraised value ranged from 10% to 77%, with a weighted average of 38%.

The Company recognized charges of $263,000, $80,000 and $100,000 to write down foreclosed real estate to fair value for the years ended December 31, 2017, 2016 and 2015, respectively.

Transfers between Categories. There have been no changes in the valuation techniques and related inputs used for assets measured at fair value on a recurring and nonrecurring basis during the years ended December 31, 2017 and 2016. There were no transfers in or out of the Company’s Level 3 financial assets for the years ended December 31, 2017 and 2016. In addition, there were no transfers into or out of Levels 1 and 2 of the fair value hierarchy during the years ended December 31, 2017 and 2016.

F-52

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(21) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table summarizes the carrying value and estimated fair value of financial instruments and the level within the fair value hierarchy (see Note 22) in which the fair value measurements fall at December 31, 2017 and 2016:

					Fair Value Measurements Using
	Carrying		Fair
(In thousands)	Value		Value		Level 1		Level 2		Level 3

December 31, 2017:

Financial assets:
Cash and cash equivalents	$	25,915	$	25,915	$	25,915	$	-	$	-
Interest-bearing time deposits		9,258		9,220		-		9,220		-
Securities available for sale		271,172		271,172-		271,172		-
Securities held to maturity		1		1		-		1		-
Loans held for sale		2,630		2,678		-		2,678		-
Loans, net		409,618		404,931		-		-		404,931
FHLB and other stock		1,979		N/A		N/A		N/A		N/A
Accrued interest receivable		2,694		2,694		-		2,694		-

Financial liabilities:
Deposits		664,562		663,006		-		-		663,006
FHLB advances		10,000		10,000		-		10,000		-
Accrued interest payable		107		107		-		107		-

December 31, 2016:

Financial assets:
Cash and cash equivalents	$	45,909	$	45,909	$	45,909	$	-	$	-
Interest-bearing time deposits		14,735		14,786		-		14,786		-
Securities available for sale		255,770		255,770		-		255,770		-
Securities held to maturity		2		2		-		2		-
Loans held for sale		4,507		4,598		-		4,598		-
Loans, net		381,154		381,459		-		-		381,459
FHLB and other stock		1,650		N/A		N/A		N/A		N/A
Accrued interest receivable		2,363		2,363		-		2,363		-

Financial liabilities:
Deposits		664,650		663,806		-		-		663,806
Accrued interest payable		133		133		-		133		-

F-53

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(21 - continued)

The carrying amounts in the preceding table are included in the consolidated balance sheets under the applicable captions. The contractual or notional amounts of financial instruments with off-balance-sheet risk are disclosed in Note 17, and the fair value of these instruments is considered immaterial.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash and short-term instruments, including cash and due from banks, interest-bearing deposits with banks with original maturities of 90 days or less, money market funds, and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities and Interest-Bearing Time Deposits

For debt securities and interest-bearing time deposits, the Company obtains fair value measurements from an independent pricing service and the fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, U.S. government and agency yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other factors.

Loans

The fair value of loans, excluding loans held for sale, is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and terms. Impaired loans are valued at the lower of their carrying value or fair value, as previously described. The carrying amount of accrued interest receivable approximates its fair value.

The fair value of loans held for sale is estimated based on specific prices of underlying contracts for sales to investors, as previously described.

FHLB Stock

It is not practical to determine the fair value of FHLB and other restricted stock due to restrictions placed on transferability.

Deposits

The fair value of demand deposits, savings accounts, money market deposit accounts and other transaction accounts is the amount payable on demand at the balance sheet date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.

FHLB Advances

The fair value of FHLB advances is estimated by discounting the future cash flows at current interest rates for FHLB advances of similar maturities.

F-54

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(22) PARENT COMPANY CONDENSED FINANCIAL INFORMATION

Condensed financial information for the Company (parent company only) follows:

Balance Sheets
(In thousands)

	As of December 31,
	2017		2016
Assets:
Cash and cash equivalents	$	1,850	$	727
Other assets		234		243
Investment in subsidiaries		78,854		74,790

	$	80,938	$	75,760

Liabilities and Equity:
Accrued expenses	$	-	$	30
Stockholders' equity		80,938		75,730

	$	80,938	$	75,760

Statements of Income
(In thousands)

	Years Ended December 31,
	2017			2016			2015

Dividend income from subsidiaries	$	4,175		$	2,550		$	18,200
Other income		4			152			9
Other operating expenses		(383	)		(534	)		(1,116	)

Income before income taxes and equity in undistributed net income of subsidiaries		3,796			2,168			17,093

Income tax benefit		147			158			179

Income before equity in undistributed net income of subsidiaries		3,943			2,326			17,272
Equity in undistributed net income of subsidiaries		3,496			4,538			(12,074	)

Net income	$	7,439		$	6,864		$	5,198

F-55

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(22 - continued)

Statements of Cash Flows
(In thousands)

	Years Ended December 31,
	2017			2016			2015
Operating Activities:
Net income	$	7,439		$	6,864		$	5,198
Adjustments to reconcile net income to cash and cash equivalents provided by operating activities:
Equity in undistributed net income of subsidiaries		(3,496	)		(4,538	)		12,074
Stock compensation expense		88			82			71
Gain on sale of cost method equity investment		-			(145	)		-
Net change in other assets and liabilities		(20	)		(15	)		3
Net cash provided by operating activities		4,011			2,248			17,346

Investing Activities:
Proceeds from sale of cost method equity investment		-			856			-
Net cash paid in acquisition of Peoples		-			-			(14,748	)
Net cash provided by (used in) investing activities		-			856			(14,748	)

Financing Activities:
Purchase of treasury stock		(18	)		(34	)		(10	)
Cash dividends paid		(2,870	)		(2,804	)		(2,436	)
Net cash used in financing activities		(2,888	)		(2,838	)		(2,446	)

Net increase in cash and cash equivalents		1,123			266			152

Cash and cash equivalents at beginning of year		727			461			309

Cash and cash equivalents at end of year	$	1,850		$	727		$	461

(23) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	Years Ended December 31,
(In thousands)	2017		2016		2015

Cash payments for:
Interest	$	1,466	$	1,914	$	978
Income taxes (net of refunds received)		3,010		1,054		1,040

Noncash investing activities:
Transfers from loans to foreclosed real estate	$	555	$	1,307	$	809
Proceeds from sales of foreclosed real estate financed through loans		15		288		-

Noncash financing activity:
Issuance of common stock in Peoples acquisition	$	-	$	-	$	14,755

F-56

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(24) SUPPLEMENTAL DISCLOSURE FOR EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options, restricted stock and other potentially dilutive securities outstanding. Earnings and dividends per share are restated for stock splits and dividends through the date of issuance of the financial statements. Earnings per share information is presented below for the years ended December 31, 2017, 2016 and 2015.

(In thousands, except share and per share data)	Years Ended December 31,
	2017		2016		2015
Basic:

Net income attributable to First Capital, Inc.	$	7,439	$	6,864	$	5,198

Shares:
Weighted average common shares outstanding		3,325,032		3,340,566		2,783,508

Net income per common share attributable to First Capital, Inc., basic	$	2.24	$	2.05	$	1.87

Diluted:

Net income attributable to First Capital, Inc.	$	7,439	$	6,864	$	5,198

Shares:
Weighted average common shares outstanding		3,325,032		3,340,566		2,783,508
Add: Dilutive effect of restricted stock		4,531		2,850		404

Weighted average common shares outstanding, as adjusted		3,329,563		3,343,416		2,783,912

Net income per common share attributable to First Capital, Inc., diluted	$	2.23	$	2.05	$	1.87

Nonvested restricted stock shares are not considered as outstanding for purposes of computing weighted average common shares outstanding. No shares were excluded from the calculation of diluted net income per common share because their effect would be anti-dilutive for the years ended December 31, 2017, 2016 and 2015.

F-57

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(25) SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2017	(In thousands, except per share data)

Interest income	$	6,343	$	6,578	$	6,728	$	6,773
Interest expense		359		346		343		344
Net interest income		5,984		6,232		6,385		6,429
Provision for loan losses		211		256		150		298
Net interest income after provision for loan losses		5,773		5,976		6,235		6,131
Noninterest income		1,453		1,856		1,748		1,641
Noninterest expenses		5,155		4,803		5,046		5,254
Income before income taxes		2,071		3,029		2,937		2,518
Income tax expense		515		835		825		928

Net income		1,556		2,194		2,112		1,590
Less: net income attributable to noncontrolling interest in subsidiary		3		4		3		3
Net income attributable to First Capital, Inc.	$	1,553	$	2,190	$	2,109	$	1,587

Earnings per common share attributable to First Capital, Inc.:
Basic	$	0.46	$	0.66	$	0.63	$	0.49
Diluted	$	0.46	$	0.66	$	0.63	$	0.48

2016

Interest income	$	6,346	$	6,289	$	6,215	$	6,244
Interest expense		500		456		414		393
Net interest income		5,846		5,833		5,801		5,851
Provision for loan losses		75		150		200		220
Net interest income after provision for loan losses		5,771		5,683		5,601		5,631
Noninterest income		1,368		1,615		1,750		1,436
Noninterest expenses		4,990		4,844		4,924		4,697
Income before income taxes		2,149		2,454		2,427		2,370
Income tax expense		564		667		666		626

Net income		1,585		1,787		1,761		1,744
Less: net income attributable to noncontrolling interest in subsidiary		3		4		3		3
Net income attributable to First Capital, Inc.	$	1,582	$	1,783	$	1,758	$	1,741

Earnings per common share attributable to First Capital, Inc.:
Basic	$	0.47	$	0.53	$	0.53	$	0.52
Diluted	$	0.47	$	0.53	$	0.53	$	0.52

F-58

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(25 - continued)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2015	(In thousands, except per share data)

Interest income	$	4,496	$	4,555	$	4,553	$	5,109
Interest expense		243		239		220		302
Net interest income		4,253		4,316		4,333		4,807
Provision for loan losses		-		50		-		-
Net interest income after provision for loan losses		4,253		4,266		4,333		4,807
Noninterest income		1,364		1,214		1,226		1,320
Noninterest expenses		3,679		3,761		3,651		4,517
Income before income taxes		1,938		1,719		1,908		1,610
Income tax expense		469		487		507		501

Net income		1,469		1,232		1,401		1,109
Less: net income attributable to noncontrolling interest in subsidiary		3		4		3		3
Net income attributable to First Capital, Inc.	$	1,466	$	1,228	$	1,398	$	1,106

Earnings per common share attributable to First Capital, Inc.:
Basic	$	0.53	$	0.45	$	0.51	$	0.38
Diluted	$	0.53	$	0.45	$	0.51	$	0.38

F-59

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FIRST CAPITAL, INC.


Date: March 12, 2018		/s/ William W. Harrod
		William W. Harrod
		President, Chief Executive Officer and a Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date


/s/ William W. Harrod	President, Chief Executive	March 12, 2018
William W. Harrod	Officer and Director
	(principal executive officer)

/s/ Michael L. Shireman	Chairman	March 12, 2018
Michael L. Shireman

/s/ Michael C. Frederick	Executive Vice President, Chief	March 12, 2018
Michael C. Frederick	Financial Officer and Treasurer
	(principal accounting and
	financial officer)

/s/ Samuel E. Uhl	Director	March 12, 2018
Samuel E. Uhl

/s/ Mark D. Shireman	Director	March 12, 2018
Mark D. Shireman

/s/ Kenneth R. Saulman	Director	March 12, 2018
Kenneth R. Saulman

/s/ Kathryn W. Ernstberger	Director	March 12, 2018
Kathryn W. Ernstberger

/s/ William I. Orwick, Sr.	Director	March 12, 2018
William I. Orwick, Sr.

/s/ Carolyn E. Wallace	Director	March 12, 2018
Carolyn E. Wallace

/s/ Pamela G. Kraft	Director	March 12, 2018
Pamela G. Kraft

/s/ Christopher L. Byrd	Director	March 12, 2018
Christopher L. Byrd

/s/ Dana L. Huber	Director	March 12, 2018
Dana L. Huber