8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 FORM 8-K  

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2007

PORTER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky	001-33033	61-1142247
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2500 Eastpoint Parkway, Louisville, Kentucky, 40223

(Address of principal executive offices)

(502) 499-4800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

[_]   Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

[_]   Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure.

In a press release dated March 2, 2007, Porter Bancorp, Inc. announced that Maria L. Bouvette, its President and Chief Executive Officer, will make a presentation at the Sandler O’Neill & Partners, L.P. West Coast Financial Services Conference in San Francisco, California at 2:20 p.m. Pacific time on Tuesday, March 6, 2007.

A copy of the press release, presentation materials and proforma financial information reconciliation table are attached hereto as, respectively, Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Porter Bancorp, Inc. on March 2, 2007
99.2	Presentation Materials for Sandler O’Neill & Partners, L.P. West Coast Financial Services Conference
99.3	Proforma Financial Information Reconciliation Table

SIGNATURES

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

	Porter Bancorp Inc.
Date: March 5, 2007	By:	/s/ David B. Pierce
		David B. Pierce
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated March 2, 2007
99.2	Presentation Materials for Sandler O’Neill & Partners, L.P. West Coast Financial Services Conference
99.3	Proforma Financial Information Reconciliation Table

EX-99.1

EXHIBIT 99.1

	Contact:	Maria L. Bouvette
		President & CEO
		502-499-4800

PORTER BANCORP, INC. TO PRESENT AT SANDLER O’NEILL & PARTNERS, L.P. WEST COAST FINANCIAL SERVICES CONFERENCE

LOUISVILLE, Ky. (March 2, 2007)- Porter Bancorp, Inc. (NASDAQ:PBIB) announced that Maria L. Bouvette, its President and Chief Executive Officer, will make a presentation at the Sandler O’Neill & Partners, L.P. West Coast Financial Services Conference in San Francisco, California at 2:20 p.m. Pacific time on Tuesday, March 6, 2007.

A webcast of the presentation can be accessed via a link on Porter Bancorp’s website www.pbibank.com under Investor Relations or directly through http://www.sandleroneill.com. The archived webcast will be available for 30 days after the event, beginning March 7, 2007. The presentation will also be available via audio conference (no passcode required) by dialing 1-877-711-4415.

The related presentation materials will be available March 6, 2007 on Porter Bancorp’s website (www.pbibank.com) under Investor Relations.

About Porter Bancorp, Inc.

Porter Bancorp, Inc. is a bank holding company headquartered in Louisville, Kentucky. It is the seventh largest independent banking organization domiciled in the Commonwealth of Kentucky based on total assets. Through our subsidiary PBI Bank, we operate banking offices in Louisville and 12 other Kentucky communities located along central Kentucky’s Interstate 65 corridor, which runs through Louisville and central Kentucky and connects Chicago and Indianapolis to Nashville and Atlanta. Porter Bancorp’s common stock is traded on the Nasdaq Global Market under the symbol “PBIB.”

Forward-Looking Statement

Statements in this press release relating to Porter Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those currently expected due to various risks and uncertainties, including those discussed in the “Risk Factors” section of the Company’s Form S-1 Registration Statement (Reg. No. 333-133198) and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of the release and Porter Bancorp does not assume any responsibility to update these statements.

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EX-99.2

Exhibit 99.2

NASDAQ: PBIB

2 Disclaimer Disclaimer This presentation contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those currently expected due to various factors, including those discussed in the “Risk Factors” section of the Company’s Form S-1 Registration Statement (Reg. No. 333- 133198) and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this presentation are made as of the date of the presentation and Porter Bancorp does not assume any responsibility to update these statements.

3 ⑀⏇ Louisville, KY headquarters ⑀⏇ $1.1 billion in assets ⑀⏇ $842 million in loans ⑀⏇ $862 million in deposits ⑀⏇ Focused on developing the I-65 corridor ⑀⏇ Efficient operating model Note: Financial data as of December 31, 2006 Company Overview Company Overview

4 Solid Operating Performance Solid Operating Performance ⑀⏇Consistent growth ⑀⏇ Loans - 11.02% five-year CAGR ⑀⏇ Deposits - 9.88% five-year CAGR ⑀⏇ Assets - 9.98% five-year CAGR ⑀⏇Efficient operations - 46.68% efficiency ratio ⑀⏇Sound credit quality - 1.33% NPA to loans ⑀⏇ROA - 1.44% ⑀⏇ROE - 17.19% Note: Financial data as of December 31, 2006

5 Market Overview Market Overview ⑀⏇ Diversified Growth Markets ⑀⏇ Louisville ⑀⏇ South Central Kentucky ⑀⏇ Bowling Green/Glasgow ⑀⏇ Fragmented Competition - Opportunity for Acquisitions and De Novo Branches ⑀⏇ Target Niche Growth Markets

6 Undervalued Market Opportunity Undervalued Market Opportunity PBIB P/E 10.50x Dividend yield 3.5% Price / book 1.59x ROA 1.44% ROE 17.19% Note: As of February 20, 2007

7 Growing Net Income Growing Net Income $6,750 $9,012 $11,379 $14,339 2003 2004 2005 2006 ($ in millions) Note: Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax)

8 Solid Net Interest Margin Solid Net Interest Margin 3.71% 3.84% 4.06% 3.97% 2003 2004 2005 2006

9 55.0% 51.0% 48.0% 46.7% 2003 2004 2005 2006 Improving Operational Efficiency Improving Operational Efficiency

10 Strong Return on Assets Strong Return on Assets 0.91% 1.09% 1.21% 1.44% 2003 2004 2005 2006 Note: Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax)

11 Building Return on Equity Building Return on Equity 16.87% 16.91% 17.19% 2004 2005 2006 Note: Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax)

12 ⑀⏇Attractive, diversified growth markets ⑀⏇History of executing growth strategy ⑀⏇Scalable platform for expansion ⑀⏇Efficient operating model ⑀⏇Solid operating performance ⑀⏇Undervalued investment opportunity Investment Highlights Investment Highlights

EX-99.3

EXHIBIT 99.3

Porter Bancorp, Inc.

Proforma Financial Reconciliation

(dollars in thousands except for share and per share data)

	As of and for the Years Ended December 31,
(Dollars in thousands except per share data)	2006		2005			2004			2003
Net Income:
As reported	$	14,339	$	14,615		$	10,887		$	8,386
Adjustments
Add-back of minority interests (1)		-		1,314			898			731
Additional taxes (2)		-		(3,963	)		(2,186	)		(1,780	)
Acquisition funding (3)		-		(587	)		(587	)		(587	)
Adjusted net income	$	14,339	$	11,379		$	9,012		$	6,750
Period End Shares Outstanding:
As reported and adjusted for stock split		7,622,447		5,868,224			5,868,224			5,868,224
Shares issued in reorganization		-		464,223			464,223			464,223
Adjusted shares outstanding		7,622,447		6,332,447			6,332,447			6,332,447

Balance Sheet Data:
Stockholders’equity
As reported	$	108,346		$	71,876		$	66,221		$	62,236
Adjustment for consolidation (4)		-			-			4,328			4,701
Adjustment for effect of net income
adjustments		-			(3,236	)		(1,875	)		(1,636	)
Adjusted stockholders’ equity	$	108,346		$	68,640		$	68,674		$	65,301
Total Assets
As reported	$	1,051,006		$	991,481		$	887,201		$	767,074
Adjustment for cash-out in
reorganization		-			(5,313	)		(5,313	)		(5,313	)
Adjustment for net change in
intangibles		-			-			8,100			8,100
Adjusted total assets	$	1,051,006		$	986,168		$	889,988		$	769,861
Common Share Data:
Basic earnings per share (5)	$	2.15			1.80			1.42			1.07
Diluted earnings per share (5)		2.15			1.80			1.42			1.07
Book value per share		14.21			10.84			10.84			10.31
Tangible book value per share		12.45			8.81			8.79			8.32
Selected Performance Ratios (6):
Return on average equity		17.19	%		16.57	%		13.45	%		N/A
Return on average assets		1.44			1.21			1.09			0.91	%

(1)	This adjustment reflects the minority interests purchased in our reorganization. The minority interests were reported on an after-tax, C corporation basis.
(2)	This adjustment represents a tax rate of 34% applied to reported pre-tax income less reported income tax expense to reflect the conversion from Subchapter S corporation to C corporation status.
(3)	Acquisition funding includes $9,500,000 in senior notes at an annual 6% interest rate and $5,313,000 in cash at an assumed annual 6% interest rate; net of tax at a 34% tax rate.
(4)	This adjustment represents the equity value of convertible non-voting common stock issued to acquire the minority interest of Ascencia Bancorp at a fair market value of $25.50 per share and the net book value of the minority interests.
(5)	The 40,000 shares of unvested restricted stock granted under our 2006 stock incentive plan that were outstanding as of December 31, 2006 have not been included in computing earnings per share because they are unvested and anti-dilutive.
(6)	Average asset and average equity calculations utilize two-point period averages that reflect the adjustments for the reorganization and the conversion from subchapter S corporation to C corporation status. Ratios for the year ended December 31, 2006 are actual results.