10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended March 31, 2018

OR

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER 1-11826

MIDSOUTH BANCORP, INC.

(Exact name of registrant as specified in its charter)

Louisiana	72 –1020809
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

102 Versailles Boulevard, Lafayette, Louisiana 70501

(Address of principal executive offices, including zip code)

(337) 237-8343

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 of 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   ☒   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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES   ☒   NO   ☐

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

☐Large accelerated filer ☒Accelerated filer ☐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 Exchange Act.)

YES   ☐   NO   ☒

As of May 10, 2018, there were 16,603,511 shares of the registrant’s Common Stock, par value $0.10 per share, outstanding.

Part I – Financial Information		3
	Item 1. Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations (unaudited)	4
	Consolidated Statements of Comprehensive Income (unaudited)	5
	Consolidated Statement of Shareholders’ Equity (unaudited)	6
	Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Interim Consolidated Financial Statements	8
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.	29
	Forward-Looking Statements	29
	Critical Accounting Policies	30
	Results of Operations	30
	Analysis of Balance Sheet	35
	Liquidity and Capital	35
	Asset Quality	37
	Item 3. Quantitative and Qualitative Disclosures About Market Risk.	41
	Item 4. Controls and Procedures.	41
Part II – Other Information		42
	Item 1. Legal Proceedings.	42
	Item 1A. Risk Factors.	42
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	42
	Item 3. Defaults Upon Senior Securities.	42
	Item 4. Mine Safety Disclosures.	43
	Item 5. Other Information.	43
	Item 6. Exhibits.	43

Part I – Financial Information

Item 1. Financial Statements.

MidSouth Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets (dollars in thousands, except share data)
	March 31, 2018 (unaudited)			December 31, 2017 (audited)
Assets
Cash and due from banks, including required reserves of $7,991 and $6,741, respectively	$	18,037		$	34,775
Interest-bearing deposits in banks	192,130			114,839
Federal funds sold	1,319			3,350
Securities available-for-sale, at fair value (cost of $301,411 at March 31, 2018 and $312,584 at December 31, 2017)	293,970			309,191
Securities held-to-maturity (fair value of $72,307 at March 31, 2018 and $80,920 at December 31, 2017)	73,255			81,052
Other investments	12,896			12,214
Loans held for sale	1,117			15,737
Loans	1,137,255			1,183,426
Allowance for loan losses	(25,371		)	(26,888		)
Loans, net	1,111,884			1,156,538
Bank premises and equipment, net	57,848			59,057
Accrued interest receivable	7,887			8,283
Goodwill	42,171			42,171
Intangibles	3,238			3,515
Cash surrender value of life insurance	14,948			14,896
Other real estate	1,803			2,001
Assets held for sale	3,995			3,995
Other assets	21,257			19,538
Total assets	$	1,857,755		$	1,881,152
Liabilities and Shareholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing	$	427,504		$	416,547
Interest-bearing	1,076,433			1,063,142
Total deposits	1,503,937			1,479,689
Securities sold under agreements to repurchase	33,026			67,133
Short-term Federal Home Loan Bank advances	27,500			40,000
Long-term Federal Home Loan Bank advances	10,016			10,021
Junior subordinated debentures	22,167			22,167
Other liabilities	10,272			8,127
Total liabilities	1,606,918			1,627,137
Commitments and contingencies
Shareholders’ equity:
Series B Preferred stock, no par value; 5,000,000 shares authorized, 32,000 shares issued and outstanding at March 31, 2018 and December 31, 2017	32,000			32,000
Series C Preferred stock, no par value; 100,000 shares authorized, 89,875 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	8,987			8,987
Common stock, $0.10 par value; 30,000,000 shares authorized, 16,621,811 and 16,548,829 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	1,662			1,655
Additional paid-in capital	168,765			168,412
Unearned ESOP shares	(906		)	(937		)
Accumulated other comprehensive loss	(4,782		)	(1,828		)
Retained earnings	45,111			45,726
Total shareholders’ equity	250,837			254,015
Total liabilities and shareholders’ equity	$	1,857,755		$	1,881,152

See notes to unaudited consolidated financial statements.

3

MidSouth Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations (unaudited) (in thousands, except share and per share data)
	Three Months Ended March 31,
	2018			2017
Interest income:
Loans, including fees	$	16,015		$	16,622
Securities and other investments:
Taxable	2,047			2,327
Nontaxable	316			407
Federal funds sold	18			6
Time and interest bearing deposits in other banks	514			85
Other investments	87			84
Total interest income	18,997			19,531
Interest expense:
Deposits	1,238			935
Securities sold under agreements to repurchase	40			234
Short-term FHLB advances	84			—
Long-term FHLB advances	45			88
Junior subordinated debentures	220			208
Total interest expense	1,627			1,465
Net interest income	17,370			18,066
Provision for loan losses	—			2,800
Net interest income after provision for loan losses	17,370			15,266
Non-interest income:
Service charges on deposits	2,206			2,480
Gain on sale of securities, net	—			6
ATM and debit card income	1,784			1,703
Other charges and fees	839			855
Total non-interest income	4,829			5,044
Non-interest expenses:
Salaries and employee benefits	7,719			8,689
Occupancy expense	3,190			3,624
ATM and debit card expense	576			721
Data processing	665			621
FDIC insurance	430			397
Legal and professional fees	5,703			385
Loss on transfer of loans to held for sale	875			—
Other	2,715			2,793
Total non-interest expenses	21,873			17,230
Income before income tax expense (benefit)	326			3,080
Income tax (benefit) expense	(34		)	589
Net earnings	360			2,491
Dividends on preferred stock	810			811
Net (loss) earnings available to common shareholders	$	(450	)	$	1,680
(Loss) earnings per share:
Basic	$	(0.03	)	$	0.15
Diluted	$	(0.03	)	$	0.15
Weighted average number of shares outstanding:
Basic	16,495			11,264
Diluted	16,500			11,282
Dividends declared per common share	$	0.01		$	0.09

See notes to unaudited consolidated financial statements.

4

MidSouth Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive (Loss) Income (unaudited) (in thousands)
	Three Months Ended March 31,
	2018			2017
Net earnings	$	360		$	2,491
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on securities available-for-sale:
Unrealized holding (losses) gains arising during the year	(4,048		)	820
Less: reclassification adjustment for gains on sales of securities available-for-sale	—			(6		)
Net change in unrealized (losses) gains on securities available-for-sale	(4,048		)	814
Unrealized gain on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period	349			13
Less: reclassification adjustment for gains on derivative instruments	(40		)	—
Net change in unrealized gain on derivative instruments	309			13
Total other comprehensive (loss) income, before tax	(3,739		)	827
Income tax effect related to items of other comprehensive (loss) income	785			(290		)
Total other comprehensive (loss) income, net of tax	(2,954		)	537
Total comprehensive (loss) income	$	(2,594	)	$	3,028

See notes to unaudited consolidated financial statements.

5

MidSouth Bancorp, Inc. and Subsidiaries Consolidated Statement of Shareholders’ Equity (unaudited) For the Three Months Ended March 31, 2018 (in thousands, except share and per share data)
	Preferred Stock			Common Stock					Additional Paid-in Capital			Unearned ESOP Shares			Accumulated Other Comprehensive Loss			Retained Earnings
	Shares	Amount		Shares		Amount															Total
Balance - December 31, 2017	121,875	$	40,987	16,548,829		$	1,655		$	168,412		$	(937	)	$	(1,828	)	$	45,726		$	254,015
Net earnings	—	—		—		—			—			—			—			360			360
Dividends on Series B and Series C preferred stock	—	—		—		—			—			—			—			(810		)	(810		)
Dividends on common stock, $0.01 per share	—	—		—		—			—			—			—			(165		)	(165		)
Restricted stock grant	—	—		52,278		5			(5		)	—			—			—			—
Restricted stock forfeitures	—	—		(12,375	)	(1		)	1			—			—			—			—
ESOP shares released for allocation	—	—		—		—			—			31			—			—			31
ESOP compensation expense	—	—		—		—			10			—			—			—			10
Exercise of stock options	—	—		33,079		3			426			—			—			—			429
Stock option and restricted stock compensation expense	—	—		—		—			(79		)	—			—			—			(79		)
Change in accumulated other comprehensive loss	—	—		—		—			—			—			(2,954		)	—			(2,954		)
Balance – March 31, 2018	121,875	$	40,987	16,621,811		$	1,662		$	168,765		$	(906	)	$	(4,782	)	$	45,111		$	250,837

See notes to unaudited consolidated financial statements.

6

MidSouth Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) (in thousands)
	For the Three Months Ended March 31,
	2018			2017
Cash flows from operating activities:
Net earnings	$	360		$	2,491
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	1,205			1,493
Accretion of purchase accounting adjustments	162			2
Provision for loan losses	—			2,800
Deferred tax expense (benefit)	1,614			(222		)
Amortization of premiums on securities, net	705			686
Stock-based compensation expense	(79		)	81
Net excess tax benefit from stock-based compensation	18			333
ESOP compensation expense	10			27
Net gain on sale of investment securities	—			(6		)
Proceeds from sale of loans held for sale	14,514			—
Net gain on sale of other real estate owned	(1		)	(8		)
Net write down of other real estate owned	48			23
Loss on transfer of loans to held for sale	875			—
Net loss (gain) on sale/disposal of premises and equipment	55			(12		)
Change in accrued interest receivable	396			60
Change in accrued interest payable	(28		)	(11		)
Change in other assets & other liabilities, net	(136		)	510
Net cash provided by operating activities	19,718			8,247
Cash flows from investing activities:
Proceeds from maturities and calls of securities available-for-sale	12,272			14,631
Proceeds from maturities and calls of securities held-to-maturity	7,583			5,865
Proceeds from sale of securities available-for-sale	410			6,462
Proceeds from sale of security held-to-maturity	—			887
Purchases of securities available-for-sale	(2,000		)	(36,672		)
Purchases of other investments	(682		)	(7		)
Net change in loans	44,026			9,687
Purchases of premises and equipment	(275		)	(887		)
Proceeds from sale of premises and equipment	224			144
Proceeds from sale of other real estate owned	151			612
Net cash provided by investing activities	61,709			722
Cash flows from financing activities:
Change in deposits	24,248			(6,486		)
Change in securities sold under agreements to repurchase	(34,107		)	(4,654		)
Borrowings on Federal Home Loan Bank advances	82,500			—
Repayments of Federal Home Loan Bank advances	(95,000		)	(17		)
Proceeds from exercise of stock options	429			266
Payment of dividends on preferred stock	(810		)	(811		)
Payment of dividends on common stock	(165		)	(1,024		)
Net cash used by financing activities	(22,905		)	(12,726		)
Net increase (decrease) in cash and cash equivalents	58,522			(3,757		)
Cash and cash equivalents, beginning of period	152,964			82,228
Cash and cash equivalents, end of period	$	211,486		$	78,471
Supplemental cash flow information:
Interest paid	$	1,654		$	1,476
Income taxes paid	—			—
Noncash investing and financing activities:
Transfer of loans to other real estate	—			95
Transfer of loans to held for sale	221			—
Change in accrued common stock dividends	1			1
Change in unrealized gains/losses on securities available-for-sale, net of tax	(3,198		)	529
Change in unrealized gains on derivative instruments, net of tax	244			8
Net change in loan to ESOP	31			109

See notes to unaudited consolidated financial statements.

7

MidSouth Bancorp, Inc. and Subsidiaries

Notes to Interim Consolidated Financial Statements

March 31, 2018

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of MidSouth Bancorp, Inc. (the “Company”) and its subsidiaries as of March 31, 2018 and the results of their operations and their cash flows for the periods presented. The interim financial information should be read in conjunction with the annual consolidated financial statements and the notes thereto included in the Company’s 2017 Annual Report on Form 10-K.

The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire year.

Use of Estimates — The preparation of financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies — The accounting and reporting policies of the Company conform with GAAP and general practices within the banking industry.  There have been no material changes or developments in the application of accounting principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our 2017 Annual Report on Form 10-K.

Recent Accounting Pronouncements — ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities was issued to clarify certain aspects of the guidance on recognizing and measuring financial assets and liabilities in ASU 2016-01:

• Clarification regarding the ability to discontinue application of the measurement alternative for equity securities without a readily determinable fair value

• Clarification of the measurement date for fair value adjustments to the carrying amount of equity securities without a readily determinable fair value for which the measurement alternative is elected

• Clarification of the unit of account for fair value adjustments to forward contracts and purchased options on equity securities without a readily determinable fair value for which the measurement alternative is expected to be elected

• Presentation requirements for certain hybrid financial liabilities for which the fair value option is elected

• Measurement of financial liabilities denominated in a foreign currency for which the fair value option is elected

• Transition guidance for equity securities without a readily determinable fair value

The effective date of this Update is for fiscal years beginning on or after December 15, 2017 and for interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017 and June 15, 2018 are not required to adopt the amendments until interim periods beginning after June 15, 2018. Adoption of this Update is not expected to have a material effect on the Company's financial position, results of operations or its financial statement disclosures.

Adoption of New Accounting Standards — In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers, which created a new principle-based framework to determine when and how an entity recognizes revenue from its customer contracts. FASB has established a core principle for recognizing revenue within the new rules, which states that revenue should only be recorded when services are provided or goods are transferred to customers at the agreed price. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit and investment securities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Description of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

• Service charges on deposits - We collect service charges on most of our non-maturity deposits accounts on a monthly basis. Our fee earned is collected monthly when a particular cycle for a non-maturity deposit account closes. Each cycle is monthly and the fee earned is for our service for the month just closed. Our performance obligations are to process transactions, pay interest (on interest-bearing accounts), collect deposits, and allow access to on-line banking applications and other services ancillary to a banking relationship. Each month when our fee is charged, our obligation is complete. The contract-relationship is a month to month obligation - i.e. our obligation to perform these services would end if the customer closes their deposit account with MidSouth.

8

• ATM and debit card income - ATM fees primarily consist of surcharges assessed to our customers for using a non-Bank ATM or a non-Bank customer using our ATM. Debit card income represents revenues earned from interchange fees, which are earned on debit card transactions conducted with payment networks. Such fees are generally recognized concurrently with the delivery of services on a daily basis.

2. Investment Securities

The portfolio of investment securities consisted of the following (in thousands):

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	20,943	$	75	$	825	$	20,193
GSE mortgage-backed securities	55,926		561		976		55,511
Collateralized mortgage obligations: residential	194,647		103		6,743		188,007
Collateralized mortgage obligations: commercial	2,230		—		47		2,183
Mutual funds	2,100		—		74		2,026
Corporate debt securities	25,565		579		94		26,050
	$	301,411	$	1,318	$	8,759	$	293,970
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	23,042	$	209	$	442	$	22,809
GSE mortgage-backed securities	58,620		825		321		59,124
Collateralized mortgage obligations: residential	202,573		90		4,508		198,155
Collateralized mortgage obligations: commercial	2,274		—		34		2,240
Mutual funds	2,100		—		39		2,061
Corporate debt securities	23,975		837		10		24,802
	$	312,584	$	1,961	$	5,354	$	309,191

9

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	30,550	$	162	$	113	$	30,599
GSE mortgage-backed securities	33,930		—		598		33,332
Collateralized mortgage obligations: residential	7,120		—		387		6,733
Collateralized mortgage obligations: commercial	1,655		—		12		1,643
	$	73,255	$	162	$	1,110	$	72,307
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	35,908	$	265	$	22	$	36,151
GSE mortgage-backed securities	35,751		171		219		35,703
Collateralized mortgage obligations: residential	7,450		—		321		7,129
Collateralized mortgage obligations: commercial	1,943		—		6		1,937
	$	81,052	$	436	$	568	$	80,920

With the exception of one private-label collateralized mortgage obligations (“CMOs”) with a balance remaining of $7,000 at March 31, 2018, all of the Company’s CMOs are government-sponsored enterprise (“GSE”) securities.

The following table presents the amortized cost and fair value of debt securities at March 31, 2018 by contractual maturity (in thousands).   Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

	Amortized Cost		Fair Value
Available-for-sale:
Due in one year or less	$	—	$	—
Due after one year through five years	7,124		7,116
Due after five years through ten years	43,042		43,443
Due after ten years	249,145		241,385
	$	299,311	$	291,944
	Amortized Cost		Fair Value
Held-to-maturity:
Due in one year or less	$	1,392	$	1,389
Due after one year through five years	5,061		5,023
Due after five years through ten years	45,316		44,731
Due after ten years	21,486		21,164
	$	73,255	$	72,307

10

Details concerning investment securities with unrealized losses are as follows (in thousands):

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized  Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and  political subdivisions	$	1,622	$	28	$	12,343	$	797	$	13,965	$	825
GSE mortgage-backed  securities	35,985		791		5,568		185		41,553		976
Collateralized mortgage  obligations: residential	54,829		1,208		130,399		5,535		185,228		6,743
Collateralized mortgage  obligations: commercial	—		—		2,183		47		2,183		47
Mutual funds	2,026		74		—		—		2,026		74
Corporate debt securities	4,496		94		—		—		4,496		94
	$	98,958	$	2,195	$	150,493	$	6,564	$	249,451	$	8,759
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and political subdivisions	$	596	$	5	$	12,716	$	437	$	13,312	$	442
GSE mortgage-backed  securities	29,725		224		5,858		97		35,583		321
Collateralized mortgage  obligations: residential	57,665		548		137,598		3,960		195,263		4,508
Collateralized mortgage  obligations: commercial	—		—		2,240		34		2,240		34
Mutual funds	2,061		39		—		—		2,061		39
Corporate debt securities	2,990		10		—		—		2,990		10
	$	93,037	$	826	$	158,412	$	4,528	$	251,449	$	5,354

11

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	9,893	$	113	$	—	$	—	$	9,893	$	113
GSE mortgage-backed securities	$	28,673	$	380	$	4,658	$	218	$	33,331	$	598
Collateralized mortgage obligations: residential	$	—	$	—	$	6,734	$	387	$	6,734	$	387
Collateralized mortgage obligations: commercial	1,643		12		—		—		1,643		12
	$	40,209	$	505	$	11,392	$	605	$	51,601	$	1,110
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	6,340	$	22	$	—	$	—	$	6,340	$	22
GSE mortgage-backed securities	11,201		89		4,961		130		16,162		219
Collateralized mortgage obligations: residential	—		—		7,129		321		7,129		321
Collateralized mortgage obligations: commercial	1,937		6		—		—		1,937		6
	$	19,478	$	117	$	12,090	$	451	$	31,568	$	568

Management evaluates each quarter whether unrealized losses on securities represent impairment that is other than temporary. For debt securities, the Company considers its intent to sell the securities or if it is more likely than not the Company will be required to sell the securities.  If such impairment is identified, based upon the intent to sell or the more likely than not threshold, the carrying amount of the security is reduced to fair value with a charge to earnings. Upon the result of the aforementioned review, management then reviews for potential other than temporary impairment based upon other qualitative factors.  In making this evaluation, management considers changes in market rates relative to those available when the security was acquired, changes in market expectations about the timing of cash flows from securities that can be prepaid, performance of the debt security, and changes in the market’s perception of the issuer’s financial health and the security’s credit quality.  If determined that a debt security has incurred other than temporary impairment, then the amount of the credit related impairment is determined.  For equity securities, management reviews the near term prospects of the issuer, the nature and cause of the unrealized loss, the severity and duration of the impairments and other factors when determining if an unrealized loss is other than temporary. If a credit loss is evident, the amount of the credit loss is charged to earnings and the non-credit related impairment is recognized through other comprehensive income.

As of March 31, 2018, 106 securities had unrealized losses totaling 3.17% of the individual securities’ amortized cost basis and 2.63% of the Company’s total amortized cost basis.  Of the 106 securities, 45 had been in an unrealized loss position for over twelve months at March 31, 2018.  These 45 securities had an amortized cost basis and unrealized loss of $169.1 million and $7.2 million, respectively.  The unrealized losses on debt securities at March 31, 2018 resulted from changing market interest rates over the yields available at the time the underlying securities were purchased.  Management identified no impairment related to credit quality.  At March 31, 2018, management had the intent and ability to hold impaired securities and no impairment was evaluated as other than temporary.  As a result, no other than temporary impairment losses were recognized during the three months ended March 31, 2018.

During the three months ended March 31, 2018, the Company sold 1 security classified as available-for-sale. The security was sold at book value; therefore, no gain or loss was recorded on the transaction. During the three months ended March 31, 2017, the Company sold 10 securities classified as available-for-sale and 1 security classified as held-to-maturity. Of the available-for-sale securities, 7 securities were sold with gains totaling $108,000 and 3 securities were sold at a loss of $109,000 for a net loss of $1,000. The decision

12

to sell the 1 held-to-maturity security, which was sold at a gain of $7,000, was based on the pre-refunding of the bond which would accelerate the maturity of the bond by 15 years with an anticipated call date within six months.

Securities with an aggregate carrying value of approximately $187.0 million and $177.9 million at March 31, 2018 and December 31, 2017, respectively, were pledged to secure public funds on deposit and for other purposes required or permitted by law.

3. Credit Quality of Loans and Allowance for Loan Losses

The loan portfolio consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Commercial, financial and agricultural	$	401,048		$	435,207
Real estate – construction	94,679			90,287
Real estate – commercial	438,779			448,406
Real estate – residential	145,671			146,751
Installment loans to individuals	50,888			56,398
Lease financing receivable	692			732
Other	5,498			5,645
	1,137,255			1,183,426
Less allowance for loan losses	(25,371		)	(26,888		)
	$	1,111,884		$	1,156,538

The Company monitors loan concentrations and evaluates individual customer and aggregate industry leverage, profitability, risk rating distributions, and liquidity for each major standard industry classification segment.  At March 31, 2018, one industry segment concentration, the oil and gas industry, constituted more than 10% of the loan portfolio.  The Company’s exposure in the oil and gas industry, including related service and manufacturing industries, totaled approximately $172.8 million, or 15.2% of total loans.  Additionally, the Company’s exposure to loans secured by commercial real estate is monitored.  At March 31, 2018, loans secured by commercial real estate (including commercial construction, farmland and multifamily loans) totaled approximately $502.5 million, 54% of which are secured by owner-occupied commercial properties.  Of the $502.5 million in loans secured by commercial real estate, $26.2 million, or 5.2%, were on nonaccrual status at March 31, 2018.

Allowance for Loan Losses

The allowance for loan losses is a valuation account available to absorb probable losses on loans. All losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is likely to occur. Recoveries are credited to the allowance for loan losses at the time of recovery.  Quarterly, the probable level of losses in the existing portfolio is estimated through consideration of various factors.  Based on these estimates, the allowance for loan losses is increased by charges to earnings and decreased by charge‑offs (net of recoveries).

The allowance is composed of general reserves and specific reserves.  General reserves are determined by applying loss percentages to segments of the portfolio.  The loss percentages are based on each segment’s historical loss experience, generally over the past three to five years, and adjustment factors derived from conditions in the Company’s internal and external environment.  All loans considered to be impaired are evaluated on an individual basis to determine specific reserve allocations in accordance with GAAP.  Loans for which specific reserves are provided are excluded from the calculation of general reserves.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance for loan losses is recorded for these loans at acquisition. Methods utilized to estimate any subsequently required allowance for loan losses for acquired loans not deemed credit-impaired at acquisition are similar to originated loans; however, the estimate of loss is based on the unpaid principal balance and then compared to any remaining unaccreted purchase discount. To the extent that the calculated loss is greater than the remaining unaccreted purchase discount, an allowance is recorded for such difference.

The Company has an internal loan review department that is independent of the lending function to challenge and corroborate the loan grade assigned by the lender and to provide additional analysis in determining the adequacy of the allowance for loan losses. Additionally, the Company utilizes the services of a third party to supplement its loan review efforts.

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A rollforward of the activity within the allowance for loan losses by loan type and recorded investment in loans for the three months ended March 31, 2018 and 2017 is as follows (in thousands):

	March 31, 2018
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable		Other		Total
Allowance for loan losses:
Beginning balance	$	20,577		$	596		$	3,893		$	837		$	957		$	3	$	25	$	26,888
Charge-offs	(1,524		)	(2		)	(86		)	(3		)	(221		)	—		—		(1,836		)
Recoveries	276			—			6			1			36			—		—		319
Provision	(264		)	159			(106		)	64			146			—		1		—
Ending balance	$	19,065		$	753		$	3,707		$	899		$	918		$	3	$	26	$	25,371
Ending balance: individually evaluated for impairment	$	5,968		$	94		$	76		$	20		$	6		$	—	$	—	$	6,164
Ending balance: collectively evaluated for impairment	$	13,097		$	659		$	3,631		$	879		$	912		$	3	$	26	$	19,207
Loans:
Ending balance	$	401,048		$	94,679		$	438,779		$	145,671		$	50,888		$	692	$	5,498	$	1,137,255
Ending balance: individually evaluated for impairment	$	55,092		$	192		$	26,005		$	2,088		$	50		$	—	$	—	$	83,427
Ending balance: collectively evaluated for impairment	$	345,956		$	94,487		$	412,774		$	143,583		$	50,838		$	692	$	5,498	$	1,053,828

14

	March 31, 2017
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable			Other		Total
Allowance for loan losses:
Beginning balance	$	16,057		$	585		$	5,384		$	940		$	1,395		$	5		$	6	$	24,372
Charge-offs	(1,705		)	—			(823		)	(117		)	(261		)	—			—		(2,906		)
Recoveries	154			—			10			90			58			—			—		312
Provision	3,832			(321		)	(238		)	(249		)	(222		)	(2		)	—		2,800
Ending balance	$	18,338		$	264		$	4,333		$	664		$	970		$	3		$	6	$	24,578
Ending balance: individually evaluated for impairment	$	4,173		$	9		$	1,656		$	217		$	160		$	—		$	—	$	6,215
Ending balance: collectively evaluated for impairment	$	14,165		$	255		$	2,677		$	447		$	810		$	3		$	6	$	18,363
Loans:
Ending balance	$	469,815		$	100,248		$	464,859		$	159,426		$	75,258		$	969		$	1,425	$	1,272,000
Ending balance: individually evaluated for impairment	$	35,346		$	26		$	20,623		$	1,956		$	487		$	—		$	—	$	58,438
Ending balance: collectively evaluated for impairment	$	434,469		$	100,222		$	443,802		$	157,401		$	74,771		$	969		$	1,425	$	1,213,059
Ending balance: loans acquired with deteriorated credit quality	$	—		$	—		$	434		$	69		$	—		$	—		$	—	$	503

Non-Accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.  Loans are placed on non-accrual status when, in management’s opinion, the probability of collection of interest is deemed insufficient to warrant further accrual.  For loans placed on non-accrual status, the accrual of interest is discontinued and subsequent payments received are applied to the principal balance.  Interest income is recorded after principal has been satisfied and as payments are received.  Non-accrual loans may be returned to accrual status if all principal and interest amounts contractually owed are reasonably assured of repayment within a reasonable period and there is a period of at least six months to one year of repayment performance by the borrower depending on the contractual payment terms.

15

An age analysis of past due loans (including both accruing and non-accruing loans) is as follows (in thousands):

	March 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days  and Accruing
Commercial, financial, and agricultural	$	2,235	$	3,156	$	12,816	$	18,207	$	382,841	$	401,048	$	1
Real estate - construction	927		1,179		192		2,298		92,381		94,679		—
Real estate - commercial	5,681		6,079		11,330		23,090		415,689		438,779		—
Real estate - residential	657		1,137		1,187		2,981		142,690		145,671		—
Installment loans to individuals	202		125		50		377		50,511		50,888		—
Lease financing receivable	—		—		—		—		692		692		—
Other loans	65		16		—		81		5,417		5,498		—
	$	9,767	$	11,692	$	25,575	$	47,034	$	1,090,221	$	1,137,255	$	1
	December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days and Accruing
Commercial, financial, and agricultural	$	1,195	$	1,893	$	14,847	$	17,935	$	417,272	$	435,207	$	545
Real estate - construction	616		—		190		806		89,481		90,287		125
Real estate - commercial	5,889		6,402		4,163		16,454		431,952		448,406		58
Real estate - residential	1,065		235		559		1,859		144,892		146,751		—
Installment loans to individuals	276		32		34		342		56,056		56,398		—
Lease financing receivable	—		—		—		—		732		732		—
Other loans	—		—		—		—		5,645		5,645		—
	$	9,041	$	8,562	$	19,793	$	37,396	$	1,146,030	$	1,183,426	$	728

16

Non-accrual loans are as follows (in thousands):

	March 31, 2018		December 31, 2017
Commercial, financial, and agricultural	$	53,939	$	37,418
Real estate - construction	192		66
Real estate - commercial	26,006		11,128
Real estate - residential	2,088		618
Installment loans to individuals	50		48
Lease financing receivable	—		—
Other	—		—
	$	82,275	$	49,278

The amount of interest that would have been recorded on non-accrual loans, had the loans not been classified as non-accrual, totaled approximately $1.5 million and $931,000 for the three months ended March 31, 2018 and 2017, respectively.  Interest actually received on non-accrual loans subsequent to their transfer to non-accrual status totaled $68,000 and $244,000 for the three months ended March 31, 2018 and 2017, respectively.

Impaired Loans

Loans are considered impaired when, based upon current information, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans classified as special mention, substandard, or doubtful, based on credit risk rating factors, are reviewed to determine whether impairment testing is appropriate.  All loan relationships with an outstanding commitment balance above a specified threshold are evaluated for potential impairment. All loan relationships with an outstanding commitment balance below the specified threshold are assigned an allowance allocation percentage that is determined by management and adjusted periodically based on certain factors. An allowance for each impaired loan is calculated based on the present value of expected future cash flows discounted at the loan’s effective interest rate or at the loan’s observable market price or the fair value of the collateral if the loan is collaterally dependent.  All impaired loans are reviewed, at a minimum, on a quarterly basis.  Existing valuations are reviewed to determine if additional discounts or new appraisals are required.  After this review, when comparing the resulting collateral valuation to the outstanding loan balance, if the discounted collateral value exceeds the loan balance no specific allocation is reserved. 

17

 The following table presents loans that are individually evaluated for impairment (in thousands). Interest income recognized represents interest on accruing loans modified in a TDR.

	March 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	44,445	$	50,416	$	—	$	34,552	$	18
Real estate - construction	—		—		—		—		—
Real estate - commercial	25,250		27,514		—		17,861		—
Real estate - residential	1,400		1,400		—		851		—
Installment loans to individuals	24		24		—		12		—
Finance leases	—		—		—		—		—
Subtotal:	71,119		79,354		—		53,276		18
With an allowance recorded:
Commercial, financial, and agricultural	10,647		10,802		5,968		12,383		—
Real estate - construction	192		192		94		129		—
Real estate - commercial	755		755		76		706		—
Real estate - residential	688		688		20		502		—
Installment loans to individuals	26		26		6		37		—
Finance leases	—		—		—		—		—
Subtotal:	12,308		12,463		6,164		13,757		—
Totals:
Commercial	81,097		89,487		6,044		65,502		18
Construction	192		192		94		129		—
Residential	2,088		2,088		20		1,353		—
Consumer	50		50		6		49		—
Grand total:	$	83,427	$	91,817	$	6,164	$	67,033	$	18

18

	December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	24,659	$	30,630	$	—	$	19,880	$	90
Real estate - construction	—		—		—		5		—
Real estate - commercial	10,471		11,965		—		11,590		—
Real estate - residential	302		302		—		602		—
Installment loans to individuals	—		—		—		37		—
Subtotal:	35,432		42,897		—		32,114		90
With an allowance recorded:
Commercial, financial, and agricultural	14,119		14,150		7,197		15,245		1
Real estate - construction	66		136		23		33		—
Real estate - commercial	657		657		131		8,318		—
Real estate - residential	316		316		5		620		—
Installment loans to individuals	48		50		14		258		—
Subtotal:	15,206		15,309		7,370		24,474		1
Totals:
Commercial	49,906		57,402		7,328		55,033		91
Construction	66		136		23		38		—
Residential	618		618		5		1,222		—
Consumer	48		50		14		295		—
Grand total:	$	50,638	$	58,206	$	7,370	$	56,588	$	91

Credit Quality

The Company manages credit risk by observing written underwriting standards and the lending policy established by the Board of Directors and management to govern all lending activities.  The risk management program requires that each individual loan officer review his or her portfolio on a quarterly basis and assign recommended credit ratings on each loan.  These efforts are supplemented by independent reviews performed by a loan review officer and other validations performed by the internal audit department.  The results of the reviews are reported directly to the Audit Committee of the Board of Directors.

Loans are categorized into risk categories based on relevant information about the ability of borrowers to serve their debt, such as: current financial information, historical payment experience, credit documentation, public information, current economic trends, and other factors. Loans are analyzed individually and classified according to their credit risk. This analysis is performed on a continuous basis. The following definitions are used for risk ratings:

Special Mention: Weakness exists that could cause future impairment, including the deterioration of financial ratios, past due status, and questionable management capabilities. Collateral values generally afford adequate coverage but may not be immediately marketable.

Substandard: Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. Currently the borrower maintains the capacity to service the debt. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

Doubtful: Specific weaknesses characterized as Substandard exist that are severe enough to make collection in full unlikely. There is no reliable secondary source of full repayment. Loans classified as Doubtful will usually be placed on non-accrual status. The probability of some loss is extremely high but because of certain important and reasonably specific factors, the amount of loss cannot be determined.

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

19

The following tables present the classes of loans by risk rating (in thousands):

	March 31, 2018
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
			Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass			$	326,697	$	393,327	$	720,024	85.73	%
Special mention			8,718		5,798		14,516		1.73	%
Substandard			65,633		39,654		105,287		12.54	%
			$	401,048	$	438,779	$	839,827	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - construction		% of Total
Pass							$	92,978	98.20	%
Special mention							167		0.18	%
Substandard							1,534		1.62	%
							$	94,679	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - residential		% of Total
Pass							$	140,883	96.71	%
Special mention							854		0.59	%
Substandard							3,934		2.70	%
							$	145,671	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
	Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing	$	50,837	$	692	$	5,498	$	57,027	99.91	%
Nonperforming	51		—		—		51		0.09	%
	$	50,888	$	692	$	5,498	$	57,078	100.00	%

20

	December 31, 2017
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
				Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass				$	358,373	$	411,280	$	769,653	87.10	%
Special mention				9,687		3,823		13,510		1.53	%
Substandard				67,147		33,303		100,450		11.37	%
				$	435,207	$	448,406	$	883,613	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - construction		% of Total
Pass								$	89,323	98.93	%
Special mention								600		0.66	%
Substandard								364		0.40	%
								$	90,287	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - residential		% of Total
Pass								$	144,250	98.30	%
Special mention								1,233		0.84	%
Substandard								1,268		0.86	%
								$	146,751	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
		Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing		$	56,041	$	699	$	5,645	$	62,385	99.38	%
Nonperforming		357		33		—		390		0.62	%
		$	56,398	$	732	$	5,645	$	62,775	100.00	%

Troubled Debt Restructurings

A troubled debt restructuring (“TDR”) is a restructuring of a debt made by the Company to a debtor for economic or legal reasons related to the debtor’s financial difficulties that it would not otherwise consider.  The Company grants the concession in an attempt to protect as much of its investment as possible.

The following tables present information about TDRs that were modified during the periods presented by portfolio segment (in thousands):

21

	Three months ended
	March 31, 2018			March 31, 2017
	Number of loans	Pre-modification recorded investment		Number of loans	Pre-modification recorded investment
Commercial, financial and agricultural	—	$	—	1	$	1,984

During the three month periods ending March 31, 2018 and 2017, there were no defaults on any loans that were modified as TDRs during the preceding twelve months. The Company defines a payment default as any loan that is greater than 30 days past due or was past due greater than 30 days at any point during the reporting period, or since the date of modification, whichever is shorter.

For purposes of the determination of an allowance for loan losses on these TDRs, as an identified TDR, the Company considers a loss probable on the loan and, as a result is reviewed for specific impairment in accordance with the Company’s allowance for loan loss methodology.  If it is determined losses are probable on such TDRs, either because of delinquency or other credit quality indicator, the Company establishes specific reserves for these loans. As of March 31, 2018, there were no commitments to lend additional funds to debtors owing sums to the Company whose terms have been modified in TDRs.

4. Intangibles

A summary of core deposit intangible assets as of March 31, 2018 and December 31, 2017 is as follows (in thousands):

	March 31, 2018			December 31, 2017
Gross carrying amount	$	11,674		$	11,674
Less accumulated amortization	(8,436		)	(8,159		)
Net carrying amount	$	3,238		$	3,515

5. Derivatives

On July 6, 2016, the Company entered into two forward interest rate swap contracts on a reverse repurchase agreement and long-term FHLB advances. The interest rate swap contracts were designated as derivative instruments in a cash flow hedge under ASC Topic 815, Derivatives and Hedging to convert forecasted variable interest payment to a fixed rate and the Company has concluded that the forecasted transactions are probable of occurring. For cash flow hedges, the effective portion of the gain or loss related to the derivative instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately.

No ineffectiveness related to the interest rate swaps designated as cash flow hedges was recognized in the consolidated statements of income for the three months ended March 31, 2018. The accumulated net after-tax income related to the effective cash flow hedge included in accumulated other comprehensive income is reflected in Note 6 - Other Comprehensive (Loss) Income.

The following table discloses the notional amounts and fair value of derivative instruments in the Company's balance sheet as of March 31, 2018 and December 31, 2017 (in thousands):

		Notional Amounts				Fair Value
	Type of Hedge	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Interest rate swaps included in other assets	Cash Flow	$	27,500	$	27,500	$	1,387	$	1,078

The following tables present the pre-tax effect of hedging derivative instruments on the Company's consolidated statements of operations:

22

	Amount of Gain Recognized in OCI on Derivative (Effective Portion)		Location of Gain Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain Reclassified from Accumulated OCI into Income (Effective Portion)
	Three Months Ended March 31,			Three Months Ended March 31,
	2018	2017		2018	2017
Interest rate swaps	309	13	Interest Expense	40	—

6. Other Comprehensive (Loss) Income

The following is a summary of the tax effects allocated to each component of other comprehensive (loss) income (in thousands):

	Three Months Ended March 31,
	2018									2017
	Before Tax Amount			Tax Effect			Net of Tax Amount			Before Tax Amount			Tax Effect			Net of Tax Amount
Other comprehensive (loss) income:
Securities available-for-sale:
Change in unrealized gains/losses during period	$	(4,048	)	$	850		$	(3,198	)	$	820		$	(287	)	$	533
Reclassification adjustment for gains included in net income	—			—			—			(6		)	2			(4		)
Derivative instruments designated as cash flow hedges:
Change in fair value of derivative instruments designated as cash flow hedges	349			(73		)	276			13			(5		)	8
Reclassification adjustment for gains included in net income	(40		)	8			(32		)	—			—			—
Total other comprehensive (loss) income	$	(3,739	)	$	785		$	(2,954	)	$	827		$	(290	)	$	537

The reclassifications out of accumulated other comprehensive (loss) income into net income are presented below (in thousands):

	Three Months Ended March 31,
	2018				2017
Details about Accumulated Other Comprehensive (Loss) Income Components	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement Line Item	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement  Line Item
Unrealized gains and losses on securities available-for-sale:
	$	—		Gain on sale of securities, net	$	(6	)	Gain on sale of securities, net
	—			Tax expense	2			Tax expense
	$	—		Net of tax	$	(4	)	Net of tax
Gains on derivative instruments:
	$	(40	)	Interest expense	$	—		Interest expense
	8			Tax expense	—			Tax expense
	$	(32	)	Net of tax	$	—		Net of tax

7. Earnings Per Common Share

Following is a summary of the information used in the computation of earnings per common share (in thousands):

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	Three Months Ended March 31,
	2018			2017
Net (loss) earnings available to common shareholders	$	(450	)	$	1,680
Dividends on Series C preferred stock	—			—
Adjusted net earnings available to common shareholders	$	(450	)	$	1,680
Weighted average number of common shares outstanding used in computation of basic earnings per common share	16,495			11,264
Effect of dilutive securities:
Stock options	5			14
Restricted stock	—			4
Weighted average number of common shares outstanding plus effect of dilutive securities – used in computation of diluted earnings per share	16,500			11,282

On July 11, 2017, the Company completed the sale of an additional 516,700 shares of its common stock, pursuant to the partial exercise of the option to purchase additional shares granted to the underwriter in connection with the Company’s recently completed public offering of 4,583,334 shares at $12.00 per share. The partial exercise of the underwriter’s option to purchase additional shares resulted in additional gross proceeds of approximately $6.2 million bringing the total gross proceeds to approximately $61.2 million and total net proceeds to approximately $57.2 million.

Following is a summary of the securities that were excluded from the computation of diluted earnings per share because the effects of the shares were anti-dilutive (in thousands):

	Three Months Ended March 31,
	2018	2017
Stock options	43	84
Restricted stock	—	4
Shares subject to the outstanding warrant issued in connection with the CPP transaction	104	104
Convertible preferred stock	—	507

8. Fair Value Measurement

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities which are either recorded or disclosed at fair value.

Cash and Due From Banks, Interest-Bearing Deposits in Banks and Federal Funds Sold—The carrying value of these short-term instruments is a reasonable estimate of fair value.

Securities Available-for-Sale—Securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the

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New York Stock Exchange and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds.  Securities are classified as Level 2 within the valuation hierarchy when the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things. Level 2 inputs are used to value U.S. Agency securities, mortgage-backed securities, asset-backed securities, municipal securities, single issue trust preferred securities, certain pooled trust preferred securities, collateralized debt obligations and certain equity securities that are not actively traded.

Securities Held-to-Maturity—The fair value of securities held-to-maturity is estimated using the same measurement techniques as securities available-for-sale.

Other Investments—The carrying value of other investments is a reasonable estimate of fair value.

Loans—For disclosure purposes, the fair value of fixed rate loans 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.  For variable rate loans, the carrying amount is a reasonable estimate of fair value.  The Company does not record loans at fair value on a recurring basis.  No adjustment to fair value is taken related to illiquidity discounts.  However, from time to time, a loan is considered impaired and an allowance for loan losses is established.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Once a loan is identified as individually impaired, management uses one of three methods to measure impairment, which, include collateral value, market value of similar debt, and discounted cash flows.  Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.  Impaired loans where an allowance is established based on the fair value of collateral or where the loan balance has been charged down to fair value require classification in the fair value hierarchy.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and adjusts the appraisal value by taking an additional discount for market conditions and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

For non-performing loans, collateral valuations currently in file are reviewed for acceptability in terms of timeliness and applicability.  Although each determination is made based on the facts and circumstances of each credit, generally valuations are no longer considered acceptable when there has been physical deterioration of the property from when it was last appraised, or there has been a significant change in the underlying assumptions of the appraisal.  If the valuation is deemed to be unacceptable, a new appraisal is ordered.  New appraisals are typically received within 4-6 weeks.  While awaiting new appraisals, the valuation in the file is utilized, net of discounts.  Discounts are derived from available relevant market data, selling costs, taxes, and insurance.  Any perceived collateral deficiency utilizing the discounted value is specifically reserved (as required by ASC Topic 310) until the new appraisal is received or charged off.  Thus, provisions or charge-offs are recognized in the period the credit is identified as non-performing.

The following sources are utilized to set appropriate discounts: in-market real estate agents, current local sales data, bank history for devaluation of similar property, Sheriff’s valuations and buy/sell contracts.  If a real estate agent is used to market and sell the property, values are discounted 10% for selling costs.  Additional discounts may be applied if research from the above sources indicates a discount is appropriate given devaluation of similar property from the time of the initial valuation.

Other Real Estate—Other real estate (“ORE”) properties are adjusted to fair value upon transfer of the loans to other real estate, and annually thereafter to insure other real estate assets are carried at the lower of carrying value or fair value.  Exceptions to obtaining initial appraisals are properties where a buy/sell agreement exists for the loan value or greater, or where a Sheriff’s valuation has been received for properties liquidated through a Sheriff sale.  Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the ORE as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and adjusts the appraisal value by taking an additional discount for market conditions and there is no observable market prices, the Company records the ORE asset as nonrecurring Level 3.

Assets Held For Sale—Assets held for sale are carried at the lower of carrying value or fair value. Fair value is based upon appraised values.

Cash Surrender Value of Life Insurance Policies—Fair value for life insurance cash surrender value is based on cash surrender values indicated by the insurance companies.

Derivative Financial Instruments—The fair value of derivatives are determined by an independent valuation firm and are estimated using prices of financial instruments with similar characteristics. As a result, they are classified within Level 2 of the fair value hierarchy.

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Deposits—The fair value of demand deposits, savings accounts, NOW accounts, and money market deposits is the amount payable on demand at the reporting 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 estimated fair value does not include customer related intangibles.

Securities Sold Under Agreements to Repurchase—The fair value approximates the carrying value of securities sold under agreements to repurchase due to their short-term nature.

Short-term Federal Home Loan Bank Advances —The fair value approximates the carrying value of short-term FHLB advances due to their short-term nature.

Long-term Federal Home Loan Bank Advances—The fair value of long-term FHLB advances is estimated using a discounted cash flow analysis that applies interest rates currently being offered on similar types of borrowings with similar terms.

Junior Subordinated Debentures—For junior subordinated debentures that bear interest on a floating basis, the carrying amount approximates fair value.  For junior subordinated debentures that bear interest on a fixed rate basis, the fair value is estimated using a discounted cash flow analysis that applies interest rates currently being offered on similar types of borrowings.

Commitments to Extend Credit, Standby Letters of Credit and Credit Card Guarantees—Because commitments to extend credit and standby letters of credit are generally short-term and made using variable rates, the carrying value and estimated fair value associated with these instruments are immaterial.

Assets Recorded at Fair Value

The table below presents information about certain assets and liabilities measured at fair value on a recurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	20,193	$	—	$	20,193	$	—
GSE mortgage-backed securities	55,511		—		55,511		—
Collateralized mortgage obligations: residential	188,007		—		188,007		—
Collateralized mortgage obligations: commercial	2,183		—		2,183		—
Mutual funds	2,026		2,026		—		—
Corporate debt securities	26,050		—		26,050		—
Total available-for-sale securities	$	293,970	$	2,026	$	291,944	$	—
Derivative assets	$	1,387	$	—	$	1,387	$	—

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	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	22,809	$	—	$	22,809	$	—
GSE mortgage-backed securities	59,124		—		59,124		—
Collateralized mortgage obligations: residential	198,155		—		198,155		—
Collateralized mortgage obligations: commercial	2,240		—		2,240		—
Mutual funds	2,061		2,061		—		—
Corporate debt securities	24,802		—		24,802		—
Total available-for-sale securities	$	309,191	$	2,061	$	307,130	$	—
Derivative assets	$	1,078	$	—	$	1,078	$	—

The Company records impaired loans at fair value, measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are considered level 3 assets when measured using appraisals from third parties, discounted for selling costs and other collateral-based discounts. Other real estate properties are considered level 3 assets when measured using appraisals from third parties, discounted for selling costs, information from comparable sales and marketability of the property. Assets held for sale are considered level 2 assets when measured using appraisals from third parties. The following tables present the Company's financial assets that are measured at fair values on a nonrecurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Impaired loans	$	13,758	$	—	$	—	$	13,758
Loans held for sale	1,117		—		1,117		—
Other real estate	1,803		—		—		1,803
Assets held for sale	3,995		—		3,995		—
	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	10,227	$	—	$	—	$	10,227
Loans held for sale	15,737		—		15,737		—
Other real estate	2,001		—		—		2,001
Assets held for sale	3,572		—		3,572		—

The following table shows the significant unobservable inputs used in the fair value measurement of Level 3 assets:

	Fair Value at
Description	March 31, 2018		Technique	Unobservable Inputs
Impaired loans	$	13,758	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	1,803		Third party appraisals	Collateral discounts and estimated costs to sell
	Fair Value at
Description	December 31, 2017		Technique	Unobservable Inputs
Impaired loans	$	10,227	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	2,001		Third party appraisals	Collateral discounts and estimated costs to sell

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Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment.  In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows at March 31, 2018 and December 31, 2017 (in thousands):

			Fair Value Measurements at March 31, 2018 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	211,486	$	211,486	$	—	$	—
Securities held-to-maturity	73,255		—		72,307		—
Other investments	12,896		12,896		—		—
Loans, net	1,111,884		—		—		1,115,895
Cash surrender value of life insurance policies	14,948		—		14,948		—
Financial liabilities:
Non-interest-bearing deposits	427,504		—		427,504		—
Interest-bearing deposits	1,076,433		—		901,846		171,757
Securities sold under agreements to repurchase	33,026		33,026		—		—
Short-term Federal Home Loan Bank advances	27,500		27,500		—		—
Long-term Federal Home Loan Bank advances	10,016		—		9,991		—
Junior subordinated debentures	22,167		—		22,167		—

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			Fair Value Measurements at December 31, 2017 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	152,964	$	152,964	$	—	$	—
Securities held-to-maturity	81,052		—		80,920		—
Other investments	12,214		12,214		—		—
Loans, net	1,156,538		—		—		1,160,614
Cash surrender value of life insurance policies	14,896		—		14,896		—
Financial liabilities:
Non-interest-bearing deposits	416,547		—		416,547		—
Interest-bearing deposits	1,063,142		—		881,139		179,910
Securities sold under agreements to repurchase	67,133		67,133		—		—
Short-term Federal Home Loan Bank advances	40,000		40,000		—		—
Long-term Federal Home Loan Bank advances	10,021		—		10,011		—
Junior subordinated debentures	22,167		—		22,167		—

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operation.

MidSouth Bancorp, Inc. (the “Company”) is a bank holding company headquartered in Lafayette, Louisiana that conducts substantially all of its business through its wholly owned subsidiary bank, MidSouth Bank, N.A. (the “Bank”).  We offer complete banking services to commercial and retail customers in Louisiana and south and central Texas with 42 locations and are connected to a worldwide ATM network that provides customers with access to more than 55,000 surcharge-free ATMs.  We are community oriented and focus primarily on offering commercial and consumer loan and deposit services to individuals, small businesses, and middle market businesses.

The following discussion and analysis identifies significant factors that have affected our financial position and operating results during the periods included in the financial statements accompanying this report.  We encourage you to read this discussion in conjunction with our consolidated financial statements and the notes thereto presented herein and with the financial statements, the notes thereto, and related Management’s Discussion and Analysis of Financial Condition and Results of Operation in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Forward-Looking Statements

Certain statements included in this Report, other than statements of historical fact, are forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the regulations thereunder), which are intended to be covered by the safe harbors created thereby. Forward-looking statements include, but are not limited to certain statements under the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “could,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” and similar expressions are typically used to identify forward-looking statements. These statements are based on assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties and may be affected by various factors that may cause actual results, developments and business decisions to differ materially from those in the forward-looking statements.  Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements include the factors discussed under the caption “Risk Factors” in this Report and in our 2017 Annual Report on form 10-K and under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report and the following:

• changes in interest rates and market prices that could affect the net interest margin, asset valuation, and expense levels;

• changes in local economic and business conditions in the markets we serve, including, without limitation, changes related to the oil and gas industries that could adversely affect customers and their ability to repay borrowings under agreed upon terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans;

• increases in competitive pressure in the banking and financial services industries;

• increased competition for deposits and loans which could affect compositions, rates and terms;

• changes in the levels of prepayments received on loans and investment securities that adversely affect the yield and value of the earning assets;

• our ability to successfully implement and manage our recently announced strategic initiatives;

• costs and expenses associated with our strategic initiatives and possible changes in the size and components of the expected costs and charges associated with our strategic initiatives;

• our ability to realize the anticipated benefits and cost savings from our strategic initiatives within the anticipated time frame, if at all;

• the ability of the Company to comply with the terms of the formal agreement with the Office of the Comptroller of the Currency;

• credit losses due to loan concentration, particularly our energy lending and commercial real estate portfolios;

• a deviation in actual experience from the underlying assumptions used to determine and establish our allowance for loan losses (“ALL”), which could result in greater than expected loan losses;

• the adequacy of the level of our ALL and the amount of loan loss provisions required in future periods including the impact of implementation of the new CECL (current expected credit loss) methodology;

• future examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, impose conditions on our operations or require us to increase our allowance for loan losses or write-down assets;

• changes in the availability of funds resulting from reduced liquidity or increased costs;

• the timing and impact of future acquisitions or divestitures, the success or failure of integrating acquired operations, and the ability to capitalize on growth opportunities upon entering new markets;

• the ability to acquire, operate, and maintain effective and efficient operating systems;

• increased asset levels and changes in the composition of assets that would impact capital levels and regulatory capital ratios;

• loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels;

• legislative and regulatory changes, including the impact of regulations under the Dodd-Frank  Wall Street Reform and Consumer Protection Act of 2010 and other changes in banking, securities and tax laws and regulations and their application by our regulators, changes in the scope and cost of FDIC insurance and other coverage;

• regulations and restrictions resulting from our participation in government-sponsored programs such as the U.S. Treasury’s Small Business Lending Fund, including potential retroactive changes in such programs;

• changes in accounting principles, policies, and guidelines applicable to financial holding companies and banking;

• increases in cybersecurity risk, including potential business disruptions or financial losses;

• acts of war, terrorism, cyber intrusion, weather, or other catastrophic events beyond our control; and

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• the ability to manage the risks involved in the foregoing

We can give no assurance that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on our results of operations and financial condition.  We disclaim any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.

Critical Accounting Policies

Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.  Our significant accounting policies are described in the notes to the consolidated financial statements included in this report. The accounting principles we follow and the methods of applying these principles conform to accounting principles generally accepted in the United States of America (“GAAP”) and general banking practices.  Our most critical accounting policy relates to the determination of the allowance for loan losses, which reflects the estimated losses resulting from the inability of its borrowers to make loan payments.  The determination of the adequacy of the allowance involves significant judgment and complexity and is based on many factors.  If the financial condition of our borrowers were to deteriorate, resulting in an impairment of their ability to make payments, the estimates would be updated and additional provisions for loan losses may be required.  See Asset Quality – Nonperforming Assets and Allowance for Loan Losses and Note 1 and Note 3 of the footnotes to the consolidated financial statements.

Another of our critical accounting policies relates to the valuation of goodwill, intangible assets and other purchase accounting adjustments.  We account for acquisitions in accordance with ASC Topic No. 805, which requires the use of the purchase method of accounting.  Under this method, we are required to record assets acquired and liabilities assumed at their fair value, including intangible assets.  Determination of fair value involves estimates based on internal valuations of discounted cash flow analyses performed, third party valuations, or other valuation techniques that involve subjective assumptions.  Additionally, the term of the useful lives and appropriate amortization periods of intangible assets is subjective.  Resulting goodwill from an acquisition under the purchase method of accounting represents the excess of the purchase price over the fair value of net assets acquired.  Goodwill is not amortized, but is evaluated for impairment annually or more frequently if deemed necessary.  If the fair value of an asset exceeds the carrying amount of the asset, no charge to goodwill is made.  If the carrying amount exceeds the fair value of the asset, goodwill will be adjusted through a charge to earnings.  Given the instability of the economic environment, it is reasonably possible that the methodology of the assessment of potential loan losses and goodwill impairment could change in the near-term or could result in impairment going forward.

A third critical accounting policy relates to deferred tax assets and liabilities.  We record deferred tax assets and deferred tax liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Future tax benefits, such as net operating loss carry forwards, are recognized to the extent that realization of such benefits is more likely than not.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.  In the event the future tax consequences of differences between the financial reporting bases and the tax bases of our assets and liabilities results in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such assets is required.  A valuation allowance is provided when it is more likely than not that a portion or the full amount of the deferred tax asset will not be realized.  In assessing the ability to realize the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.  A deferred tax liability is not recognized for portions of the allowance for loan losses for income tax purposes in excess of the financial statement balance.  Such a deferred tax liability will only be recognized when it becomes apparent that those temporary differences will reverse in the foreseeable future.  A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.  The amount recognized is the largest amount of tax benefit that is greater than 50% more likely of being realized on examination.  For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

Results of Operations

For the Three Months Ended March 31,2018 and 2017

Net loss available to common shareholders totaled $450,000 for the three months ended March 31, 2018, compared to net earnings available to common shareholders of $1.7 million for the three months ended March 31, 2017. The first quarter of 2018 included non-operating expenses totaling $5.0 million which consisted of $145,000 of costs related to branch closures, $3.9 million of regulatory remediation costs, an $875,000 loss on the transfer of loans to held for sale and $88,000 of legal fees related to the bulk loan sale. Excluding these non-operating expenses, diluted earnings for the first quarter of 2018 were $0.21 per common share, compared to earnings of $0.15 per diluted share for the first quarter of 2017.

Fully taxable-equivalent ("FTE") net interest income was $17.5 million for the first quarter of 2018, an $828,000 decrease compared to $18.3 million for the first quarter of 2017. Our annualized net interest margin, on a FTE basis, decreased 1 basis point in prior year

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quarterly comparison, from 4.18% for the first quarter of 2017 to 4.17% for the first quarter of 2018. Excluding the impact of purchase accounting adjustments, the FTE margin increased 3 basis points, from 4.11% to 4.14% for the three months ended March 31, 2017 and 2018, respectively.

Noninterest income decreased $215,000 in quarterly comparison and consisted primarily of a $274,000 decrease in service charges on deposit accounts.

Excluding non-operating expenses of $5.0 million for the first quarter of 2018, noninterest expenses decreased $391,000 in quarterly comparison and consisted primarily of a $970,000 decrease in salaries and employee benefits costs and a $579,000 decrease in occupancy expense, which were partially offset by a $1.3 million increase in legal and professional fees. The provision for loan losses decreased $2.8 million in quarterly comparison. We recorded an income tax benefit of $34,000 for the first quarter of 2018, compared to income tax expense of $589,000 for the first quarter of 2017.

Dividends on preferred stock totaled $810,000 for the three months ended March 31, 2018 and $811,000 for the three months ended March 31, 2017. Dividends on the Series B Preferred Stock were $720,000 for the first quarter of 2018, unchanged from $720,000 for the first quarter of 2017. Dividends on the Series C Preferred Stock issued with the December 28, 2012 acquisition of PSB Financial Corporation (“PSB”) totaled $90,000 for the three months ended March 31, 2018 and $91,000 for the three months ended March 31, 2017.

Net Interest Income

Our primary source of earnings is net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and other interest-bearing liabilities.  Changes in the volume and mix of earning assets and interest-bearing liabilities combined with changes in market rates of interest greatly affect net interest income.  Our net interest margin on a taxable equivalent basis, which is net interest income as a percentage of average earning assets, was 4.17% and 4.18% for the three months ended March 31, 2018 and 2017, respectively.   Tables 1 and 2 below analyze the changes in net interest income in the three months ended March 31, 2018 and 2017.

FTE net interest income decreased $828,000 in prior year quarterly comparison. Interest income on loans decreased $607,000 due to a decrease in the average balance of loans of $114.5 million in prior year quarterly comparison. The average yield on loans increased 31 basis points in prior year quarterly comparison, from 5.29% to 5.60%.

Investment securities totaled $367.2 million, or 19.8% of total assets at March 31, 2018, versus $390.2 million, or 20.7% of total assets at December 31, 2017. The investment portfolio had an effective duration of 3.6 years and a net unrealized loss of $8.3 million at March 31, 2018. FTE interest income on investments decreased $503,000 in prior year quarterly comparison. The average volume of investment securities decreased $57.8 million in prior year quarterly comparison, and the average tax equivalent yield on investment securities decreased 12 basis points, from 2.66% to 2.54%.

The average yield on all earning assets increased 5 basis points in prior year quarterly comparison, from 4.51% for the first quarter of 2017 to 4.56% for the first quarter of 2018.

Interest expense increased $162,000 in prior year quarterly comparison. Increases in interest expense included a $303,000 increase in interest expense on deposits and a $41,000 increase in interest expense on FHLB advances, which were partially offset by a $194,000 decrease in interest expense on repurchase agreements.

As a result of these changes in volume and yield on earning assets and interest-bearing liabilities, the FTE net interest margin decreased 1 basis point, from 4.18% for the first quarter of 2017 to 4.17% for the first quarter of 2018. Excluding purchase accounting adjustments on loans, deposits and FHLB borrowings, the FTE margin increased 3 basis points, from 4.11% for the first quarter of 2017 to 4.14% for the first quarter of 2018.

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Table 1 Consolidated Average Balances, Interest and Rates (in thousands)
	Three Months Ended March 31,
	2018							2017
	Average Volume			Interest		Average Yield/Rate		Average Volume			Interest		Average Yield/Rate
Assets
Investment securities1
Taxable	$	334,419		$	2,047	2.45	%	$	382,105		$	2,327	2.44	%
Tax exempt2	50,550			397		3.14	%	60,618			620		4.09	%
Total investment securities	384,969			2,444		2.54	%	442,723			2,947		2.66	%
Federal funds sold	4,978			18		1.45	%	3,571			6		0.67	%
Time and interest bearing deposits in other banks	132,940			514		1.55	%	41,785			85		0.81	%
Other investments	12,721			87		2.74	%	11,355			84		2.96	%
Total loans3	1,159,671			16,015		5.60	%	1,274,213			16,622		5.29	%
Total earning assets	1,695,279			19,078		4.56	%	1,773,647			19,744		4.51	%
Allowance for loan losses	(26,476		)					(24,021		)
Nonearning assets	191,267							183,192
Total assets	$	1,860,070						$	1,932,818
Liabilities and shareholders’ equity
Total interest bearing deposits	$	1,056,417		$	1,238	0.47	%	$	1,155,407		$	935	0.33	%
Securities sold under repurchase agreements	40,115			40		0.40	%	92,571			234		1.03	%
Short-term FHLB advances	28,722			84		1.17	%	—			—		—	%
Long-term FHLB advances	10,019			45		1.80	%	25,370			88		1.39	%
Junior subordinated debentures	22,167			220		3.97	%	22,167			208		3.75	%
Total interest bearing liabilities	1,157,440			1,627		0.57	%	1,295,515			1,465		0.46	%
Demand deposits	439,490							413,781
Other liabilities	7,970							7,627
Shareholders’ equity	255,170							215,895
Total liabilities and shareholders’ equity	$	1,860,070						$	1,932,818
Net interest income and net interest spread				$	17,451	3.99	%				$	18,279	4.05	%
Net interest margin						4.17	%						4.18	%

^1.  Securities classified as available-for-sale are included in average balances.  Interest income figures reflect interest earned on such securities.

^2.  Interest income of $81,000 for 2018 and $213,000 for 2017 is added to interest earned on tax-exempt obligations to reflect tax equivalent yields using a tax rate of 21% and 35%, respectively.

^3.  Interest income includes loan fees of $1,008,000 for 2018 and $707,000 for 2017.  Nonaccrual loans are included in average balances and income on such loans is recognized on a cash basis.

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Table 2 Changes in Taxable-Equivalent Net Interest Income (in thousands)
	Three Months Ended March 31, 2018 compared to March 31, 2017
	Total Increase			Change Attributable To
	(Decrease)			Volume			Rates
Taxable-equivalent earned on:
Investment securities
Taxable	$	(280	)	$	(292	)	$	12
Tax exempt	(223		)	(93		)	(130		)
Federal funds sold	12			3			9
Time and interest bearing deposits in other banks	429			305			124
Other investments	3			9			(6		)
Loans, including fees	(607		)	(1,548		)	941
Total	(666		)	(1,616		)	950
Interest paid on:
Interest bearing deposits	303			(86		)	389
Securities sold under repurchase agreements	(194		)	(94		)	(100		)
Short-term FHLB advances	84			84			—
Long-term FHLB advances	(60		)	(45		)	(15		)
Junior subordinated debentures	12			—			12
Total	145			(141		)	286
Taxable-equivalent net interest income	$	(811	)	$	(1,475	)	$	664

Note: In Table 2, changes due to volume and rate have generally been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts to the changes in each.

Non-interest Income

Total non-interest income was $4.8 million for the three months ended March 31, 2018, compared to $5.0 million for the three months ended March 31, 2017. Our recurring non-interest income includes service charges on deposit accounts, ATM and debit card income, credit card income and mortgage lending.

Table 3 presents non-interest income for the three-month periods ended March 31, 2018 and 2017.

Table 3 Non-Interest Income (in thousands)
	Three Months Ended March 31,
	2018		2017
Service charges on deposit accounts	$	2,206	$	2,480
ATM and debit card income	1,784		1,703
Gain on sales of securities, net	—		6
Mortgage lending	92		143
Increase in cash value of life insurance	52		63
Credit card interchange income	286		294
Credit card merchant fee income	67		69
Check cashing income	59		—
Other	283		286
Total non-interest income	$	4,829	$	5,044

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Non-interest income decreased $215,000 in quarterly comparison. A $274,000 decrease in service charges on deposit accounts and a $51,000 decrease in mortgage lending income were partially offset by an $81,000 increase in ATM/debit card income and a $59,000 increase in check cashing income.

Non-interest Expense

Total non-interest expense was $21.9 million for the three months ended March 31, 2018, compared to $17.2 million for the three months ended March 31, 2017. Our recurring non-interest expense consists of salaries and employee benefits, occupancy expense, ATM and debit card expense and other operating expenses.

Table 4 presents non-interest expense for the three-month periods ended March 31, 2018 and 2017.

Table 4 Non-Interest Expense (in thousands)
	Three Months Ended March 31,
	2018		2017
Salaries and employee benefits	$	7,719	$	8,689
Occupancy expense	3,045		3,624
ATM and debit card	576		721
Legal and professional fees	1,689		385
FDIC premiums	430		397
Marketing	195		280
Corporate development	237		316
Data processing	665		621
Printing and supplies	123		183
Expenses on ORE, net	76		79
Amortization of core deposit intangibles	277		277
Loss on transfer of loans to held for sale (non-operating)	875		—
One-time charge related to closure of branches (non-operating)	145		—
Regulatory remediation costs (non-operating)	3,926		—
Legal fees related to bulk loan sale (non-operating)	88		—
Other non-interest expense	1,807		1,658
Total non-interest expense	$	21,873	$	17,230

Non-interest expenses increased $4.6 million in quarterly comparison. The first quarter of 2018 included non-operating expenses totaling $5.0 million which consisted of $145,000 of costs related to branch closures, $3.9 million of regulatory remediation costs, an $875,000 loss on the transfer of loans to held for sale and $88,000 of legal fees related to the bulk loan sale. Excluding these non-operating expenses, noninterest expenses decreased $391,000 in quarterly comparison and consisted primarily of a $970,000 decrease in salaries and employee benefits costs and a $579,000 decrease in occupancy expense, which were partially offset by a $1.3 million increase in legal and professional fees.

The $3.9 million of regulatory remediation costs incurred during the first quarter of 2018 represented consulting and outsourcing costs for assistance in complying with terms of our regulatory written agreement.

Salaries and employee benefits costs decreased $970,000 in quarterly comparison and included a $392,000 decrease in salary costs, a $249,000 decrease in bonus and incentive costs and a $160,000 decrease in stock compensation expense. A decrease in the number of employees on a full-time equivalent basis of 71 during the same period, from 515 at March 31, 2017 to 444 at March 31, 2018, contributed to the decrease in salaries expense.

Occupancy expense decreased $579,000 in quarterly and was primarily due to the closure and sale of 9 branches during 2017.

ATM and debit card expense decreased $145,000 in quarterly comparison. We changed processors during the first quarter of 2017, which resulted in lower processing costs.

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The increase in legal and professional fees is primarily due to increased legal fees related to the elevated level of non-performing loans as well as increased outsourcing costs related to internal audit services.

Analysis of Balance Sheet

Consolidated assets remained constant at $1.9 billion at March 31, 2018 and December 31, 2017.

Securities available-for-sale totaled $294.0 million at March 31, 2018, a decrease of $15.2 million from December 31, 2017.  Securities held-to-maturity decreased $7.8 million, from $81.1 million at December 31, 2017 to $73.3 million at March 31, 2018.  The investment securities portfolio had an effective duration of 3.6 years and a net unrealized loss of $8.3 million at March 31, 2018.

Total loans decreased $46.2 million during the three months ended March 31, 2018.

Table 5 Composition of Loans (in thousands)
	March 31, 2018			December 31, 2017
Commercial, financial, and agricultural (C&I)	$	401,048		$	435,207
Real estate – construction	94,679			90,287
Real estate – commercial (CRE)	438,779			448,406
Real estate – residential	145,671			146,751
Installment loans to individuals	50,888			56,398
Lease financing receivable	692			732
Other	5,498			5,645
Total loans	$	1,137,255		$	1,183,426
Less allowance for loan losses	(25,371		)	(26,888		)
Net loans	$	1,111,884		$	1,156,538

Our energy-related loan portfolio at March 31, 2018 totaled $172.8 million, or 15.2% of total loans, down from $179.7 million at December 31, 2017.  The majority of MidSouth’s energy lending is focused on oil field service companies.  Of the 269 total relationships in our energy-related loan portfolio, 32 relationships totaling $64.5 million were classified, with $56.4 million on nonaccrual status at March 31, 2018. At March 31, 2018, reserves for potential energy-related loan losses approximated 6.7% of energy loans.

Within the $438.8 million commercial real estate portfolio, $413.0 million is secured by commercial property, $18.5 million is secured by multi-family property, and $7.3 million is secured by farmland.  Of the $413.0 million secured by commercial property, $271.0 million, or 65.6%, is owner-occupied.  Of the $145.7 million residential real estate portfolio, 76.9% represented loans secured by first liens.

Assets held for sale totaled $4.0 million at March 31, 2018 and December 31, 2017 and consisted of seven former branch buildings that were previously closed.

Deposits increased $24.2 million from year-end 2017.  Our stable core deposit base, which excludes time deposits, totaled $1.3 billion at March 31, 2018 and December 31, 2017 and accounted for 88.3% of deposits compared to 87.7% of deposits, respectively.

Long-term FHLB advances totaled $10.0 million at March 31, 2018, compared to $25.3 million at March 31, 2017.  Long-term FHLB advances at March 31, 2018 consisted of one advance that matures in January 2019 and bears a fixed interest rate of 1.985%. The FHLB advances are collateralized by a blanket lien on first mortgages and other qualifying loans. Short-term FHLB advances totaled $27.5 million at March 31, 2018 and consisted of two advances with a maturity of 1 month at a fixed interest rate of 1.88%. There were no short-term FHLB advances outstanding at March 31, 2017.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with GAAP, are not recorded in the financial statements.  These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk.  Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, letters of credit and lines of credit.  For the period ended March 31, 2018, we did not engage in any off-balance sheet transactions reasonably likely to have a material impact on our financial condition, results of operations, or cash flows.

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Liquidity and Capital

Bank Liquidity

Liquidity is the availability of funds to meet maturing contractual obligations and to fund operations.  The Bank’s primary liquidity needs involve its ability to accommodate customers’ demands for deposit withdrawals as well as customers’ requests for credit. Liquidity is deemed adequate when sufficient cash to meet these needs can be promptly raised at a reasonable cost to the Bank.

Liquidity is available through four sources: a stable base of funding sources, an adequate level of assets that can be readily converted into cash, borrowing lines with correspondent banks and brokered deposits. Our core deposits are our most stable and important source of funding.  Cash deposits at other banks, federal funds sold, and principal payments received on loans and mortgage-backed securities provide additional primary sources of liquidity.  Approximately $49.5 million in projected cash flows from securities repayments for the remainder of 2018 provides an additional source of liquidity.

The Bank also has significant borrowing capacity with the FRB-Atlanta and with the FHLB–Dallas.  As of March 31, 2018, we had no borrowings with the FRB-Atlanta.  Long-term FHLB-Dallas advances totaled $10.0 million at March 31, 2018 and consisted of one advance that matures in January 2019 and bears a fixed interest rate of 1.985%.  Short-term FHLB advances totaled $27.5 million at March 31, 2018 and consisted of two advances with a maturity of 1 month at a fixed interest rate of 1.88%. Under existing agreements with the FHLB-Dallas, our borrowing capacity totaled $301.3 million at March 31, 2018.  The Bank has the ability to post additional collateral of approximately $138.1 million if necessary to meet liquidity needs.  Additionally, $171.8 million in loan collateral is pledged under a Borrower-in-Custody line with the FRB-Atlanta. Unsecured borrowing lines totaling $33.5 million are available through correspondent banks.  We utilize these contingency funding alternatives to meet deposit volatility, which is more likely in the current environment, given unusual competitive offerings within our markets.

Company Liquidity

At the Company level, cash is needed primarily to meet interest payments on the junior subordinated debentures, dividends on our common stock and dividend payments on the Series B and Series C Preferred Stocks.  The dividend rate on the $32.0 million of Series B Preferred Stock issued to the U.S. Treasury for participation in the Small Business Lending Fund (“SBLF”) was 9.0% for the three month period ended March 31, 2018.

On December 28, 2012, the Company issued 756,511 shares of common stock and 99,971 shares of Series C Preferred Stock in connection with the PSB acquisition.  As of March 31, 2018, there were 89,875 shares of Series C Preferred Stock issued and outstanding.  The Series C Preferred Stock is entitled to the payment of noncumulative dividends, if and when declared by the Company’s Board of Directors, at the rate of 4.00% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year.  The Series C Preferred Stock paid dividends totaling $90,000 for the three months ended March 31, 2018.

On June 13, 2017, the Company completed the sale of 4,583,334 shares of its common stock pursuant to an underwritten public offering, and on July 11, 2017, the Company completed the sale of an additional 516,700 shares of common stock, pursuant to the partial exercise of the option to purchase additional shares granted to the underwriter. After deducting the underwriting discount and costs associated with the capital raise, the offering resulted in net proceeds of $57.2 million. The Company, subject to regulatory approval, intends to use $32.0 million of the net proceeds to redeem all of the outstanding Series B Preferred Stock issued to the U.S. Treasury as a result of its participation in the SBLF. The Company intends to use the remaining portion of the net proceeds to enhance its capital structure, to fund future organic growth, for working capital, and other general corporate purposes.

Due to the loss reported for year ended December 31, 2017, we currently do not have the ability to approve dividends from the Bank to the Company without prior approval from the OCC.  As of March 31, 2018, the Company had $49.2 million of cash to fund general corporate obligations. The Company renewed a $75.0 million Universal Shelf Registration during the third quarter of 2015 and has $13.8 million remaining after completion of its recent capital raise and overallotment issuance.

Capital

The Company and the Bank are required to maintain certain minimum capital levels.  Risk-based capital requirements are intended to make regulatory capital more sensitive to the risk profile of an institution's assets.  Effective January 1, 2015, the Company and the Bank adopted the Basel III rules which included new minimum risk-based and leverage ratios, and modified capital and asset definitions for purposes of calculating these ratios.  These rules also created a new regulatory capital standard based on Tier 1 common equity and increased the minimum leverage and risk-based capital ratios applicable to all banking organizations.

In addition, the Basel III rules subject banking organizations to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer phased in by 2019 of 2.5% above the new regulatory

36

minimum capital ratios.  The effect of the capital conservation buffer once fully implemented in 2019 will be to increase the minimum common equity Tier 1 capital ratio to 7.0%, the minimum Tier 1 risk-based capital ratio to 8.5% and the minimum total risk-based capital ratio to 10.5% for banking organizations seeking to avoid the limitations on capital distributions and discretionary bonus payments to executive officers.  The new minimum capital requirements were effective on January 1, 2015 for community banking organizations, such as MidSouth, whereas other requirements of the Basel III rules including the conservation buffer phase in over time.

At March 31, 2018, the Company and the Bank were in compliance with statutory minimum capital requirements and were classified as “well capitalized.”  Minimum capital requirements include a total risk-based capital ratio (total risk-based capital to risk-weighted assets) of 8.0%, with Tier 1 capital not less than 6.0%, a Tier 1 leverage ratio (Tier 1 to total average adjusted assets) of 4.0% based upon the regulators latest composite rating of the institution, and a common equity Tier 1 capital to total risk-weighted assets of 4.5%. However, effective July 19, 2017, the OCC established higher individual minimum capital ratios for the Bank. Specifically, the Bank must maintain a Tier 1 leverage ratio of at least 8%, and a total risk-based capital ratio of at least 12%. As of March 31, 2018, the Company’s Tier 1 leverage ratio was 12.80%, Tier 1 capital to risk-weighted assets was 17.08%, total capital to risk-weighted assets was 18.34% and common equity Tier 1 capital to risk-weighted assets was 12.50%.  The Bank had a Tier 1 leverage capital ratio of 10.12% and a total risk-based capital ratio of 14.76% at March 31, 2018.

Asset Quality

Credit Risk Management

We manage credit risk primarily by observing written, board approved policies that govern all credit underwriting and approval activities.  Our Chief Credit Officer (“CCO”) is responsible for credit underwriting as well as management of classified and criticized assets for the Bank.  The role of the CCO includes on-going review and development of lending policies, commercial credit analysis, centralized consumer underwriting, and overall credit risk management procedures.  The current risk management process requires that each individual loan officer review his or her portfolio on a quarterly basis and assign recommended credit ratings on each loan.  These efforts are supplemented by independent reviews performed by the loan review officer and other validations performed by the internal audit department.  The results of the reviews are reported directly to the Audit Committee of the Board of Directors.

Credit concentrations are monitored and reported quarterly whereby individual customer and aggregate industry leverage, profitability, risk rating distributions, and liquidity are evaluated for each major standard industry classification segment.  At March 31, 2018, one industry segment concentration, the oil and gas industry, aggregated more than 10% of our loan portfolio.  Our exposure in the oil and gas (energy-related) industry, including related service and manufacturing industries, totaled approximately $172.8 million, or 15.2% of total loans.  Of the 269 credit relationships in the energy-related loan portfolio, 32 relationships totaling $64.5 million were classified with $56.4 million on nonaccrual status at March 31, 2018.

The federal banking agencies, including the OCC, have promulgated guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that a bank has a concentration in commercial real estate lending if (1) total reported loans for construction, land development and other land represent 100% or more of total capital or (2) total reported loans secured by multifamily and non-farm residential properties and loans for construction, land development and other land represent 300% or more of total capital. Owner occupied loans are excluded from this second category. We monitor our exposure to each of these segments to ensure the concentration in consistent with our risk tolerance.  At March 31, 2018, loans for construction, land development and other land totaled approximately $94.7 million, or 47% of our bank's risk-based capital. Loans secured by multifamily and non-farm residential properties and loans for construction, land development and other land totaled approximately $255.9 million at March 31, 2018, or 127% of our bank's risk-based capital. Additional information regarding credit quality by loan classification is provided in Note 3 – Credit Quality of Loans and Allowance for Loan Losses and Note 8 – Fair Value Measurement in the notes to the interim consolidated financial statements.

Nonperforming Assets and Allowance for Loan Loss

Table 6 summarizes the Company's nonperforming assets for the quarters ending March 31, 2018 and 2017, and December 31, 2017.

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Table 6 Nonperforming Assets and Loans Past Due 90 Days or More and Still Accruing (in thousands)
	March 31, 2018			December 31, 2017			March 31, 2017
Nonaccrual loans	$	82,275		$	49,278		$	56,443
Loans past due 90 days and over and still accruing	1			728			775
Total nonperforming loans	82,276			50,006			57,218
Nonperforming loans held for sale	808			5,067			—
Other real estate	1,803			2,001			1,643
Other foreclosed assets	194			192			30
Total nonperforming assets	$	85,081		$	57,266		$	58,891
Troubled debt restructurings, accruing	$	1,153		$	1,360		$	1,995
Nonperforming assets to total assets	4.58		%	3.04		%	3.04		%
Nonperforming assets to total loans + ORE + other assets repossessed	7.47		%	4.83		%	4.62		%
ALL to nonperforming loans	30.84		%	53.77		%	42.96		%
ALL to total loans	2.23		%	2.27		%	1.93		%
QTD charge-offs	$	1,836		$	8,931		$	2,906
QTD recoveries	319			166			312
QTD net charge-offs	$	1,517		$	8,765		$	2,594
Annualized net charge-offs to total loans	0.54		%	2.94		%	0.83		%

Nonperforming assets totaled $85.1 million at March 31, 2018, an increase of $27.8 million from the $57.3 million reported at year-end 2017 and an increase of $26.2 million from the $58.9 million reported at March 31, 2017.  The increase since December 31, 2017 is primarily attributable to $37.5 million of loans placed on non-accrual during the quarter. This increase was partially offset by the payoffs/paydowns of $3.7 million of non-accrual loans and the decrease of $4.3 million in nonperforming loans held for sale.

Allowance coverage for nonperforming loans was 30.84% at March 31, 2018 compared to 53.77% at December 31, 2017 and 42.96% at March 31, 2017.  The ALL/total loans ratio was 2.23% at March 31, 2018, compared to 2.27% at year-end 2017 and 1.93% at March 31, 2017.  Including valuation accounting adjustments on acquired loans, the total adjustments and ALL was 2.31% of loans at March 31, 2018.  The ratio of annualized net charge-offs to total loans decreased to 0.54% for the three months ended March 31, 2018, compared to 2.94% for the three months ended December 31, 2017, and 0.83% for the three months ended March 31, 2017.

Total nonperforming assets to total loans plus ORE and other assets repossessed increased to 7.47% at March 31, 2018 from 4.83% at December 31, 2017 and 4.62% at March 31, 2017.  Performing troubled debt restructurings (“TDRs”) totaled $1.2 million at March 31, 2018, compared to $1.4 million at December 31, 2017 and $2.0 million at March 31, 2017.  Classified assets, including ORE, were $113.7 million at March 31, 2018 compared to $118.2 million at December 31, 2017. Additional information regarding impaired loans is included in Note 3 – Credit Quality of Loans and Allowance for Loan Losses and Note 8 – Fair Value Measurement in the notes to the interim consolidated financial statements.

Quarterly evaluations of the allowance for loan losses are performed in accordance with GAAP and regulatory guidelines.  The ALL is comprised of specific reserves assigned to each impaired loan for which a probable loss has been identified as well as general reserves to maintain the allowance at an acceptable level for other loans in the portfolio where historical loss experience is available that indicates certain probable losses may exist.  Factors considered in determining provisions include estimated losses in significant credits; known deterioration in concentrations of credit; historical loss experience; trends in nonperforming assets; volume, maturity and composition of the loan portfolio; off-balance sheet credit risk; lending policies and control systems; national and local economic conditions; the experience, ability and depth of lending management; and the results of examinations of the loan portfolio by regulatory agencies and others.  The processes by which we determine the appropriate level of the ALL, and the corresponding provision for probable credit losses, involves considerable judgment; therefore, no assurance can be given that future losses will not vary from current estimates. We believe the $25.4 million in the ALL as of March 31, 2018 is sufficient to cover probable losses in the loan portfolio.

Impact of Inflation and Changing Prices

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The consolidated financial statements and notes thereto, presented herein, have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations.  Unlike most industrial companies, nearly all the assets and liabilities of the Company are financial.  As a result, interest rates have a greater impact on the Company’s performance than do the effects of 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.

Non-GAAP Financial Measures

Certain financial information included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations is determined by methods other than in accordance with GAAP. Table 7 below presents a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures. These non-GAAP financial measures include “core net interest income”, “core net interest margin”, "diluted earnings per share, operating" and "operating earnings available to common shareholders". “Core net interest income” is defined as net interest income excluding net purchase accounting adjustments. “Core net interest margin” is defined as core net interest income expressed as a percentage of average earnings assets. "Diluted earnings per share, operating" is defined as net earnings available to common shareholders adjusted for specified one-time items divided by diluted weighted-average shares. "Operating earnings available to common shareholders" is defined as net earnings available to common shareholders adjusted for specified one-time items.

We use non-GAAP measures because we believe they are useful for evaluating our financial condition and performance over periods of time, as well as in managing and evaluating our business and in discussions about our performance. We also believe these non-GAAP financial measures provide users of our financial information with a meaningful measure for assessing our financial condition as well as comparison to financial results for prior periods. These results should not be viewed as a substitute for results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP performance measures that other companies may use.

39

Table 7 Reconciliation of Non-GAAP Financial Measures (in thousands except per share data)
		Three Months Ended March 31,
		2018			2017
Core Net Interest Margin
Net interest income (FTE)		$	17,451		$	18,279
Less purchase accounting adjustments		(115		)	(274		)
Core net interest income, net of purchase accounting adjustments	A	$	17,336		$	18,005
Total average earning assets		$	1,695,279		$	1,773,647
Add average balance of loan valuation discount		971			1,964
Average earnings assets, excluding loan valuation discount	B	$	1,696,250		$	1,775,611
Core net interest margin	A/B	4.14		%	4.11		%
Diluted Earnings Per Share, Operating
Diluted (loss) earnings per share		$	(0.03	)	$	0.15
Effect of one-time charge related to closure of branches		0.01			—
Effect of loss on transfer of loans to held for sale		0.04			—
Effect of regulatory remediation costs		0.19			—
Diluted earnings per share, operating		$	0.21		$	0.15
Operating Earnings Available to Common Shareholders
Net (loss) earnings available to common shareholders		$	(450	)	$	1,680
Net gain on sales of securities, after-tax		—			(4		)
One-time charge related to closure of branches, after-tax		115			—
Loss on transfer of loans to held for sale, after-tax		691			—
Regulatory remediation costs		3,102
Legal fees related to bulk loan sale		70			—
Operating earnings available to common shareholders		$	3,528		$	1,676

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes from the information regarding market risk disclosed under the heading “Funding Sources - Interest Rate Sensitivity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Item 4.    Controls and Procedures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  As of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

During the first quarter of 2018, there was no change in the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – Other Information

Item 1.    Legal Proceedings.

The Bank has been named as a defendant in various legal actions arising from normal business activities in which damages of various amounts are claimed.  While the amount, if any, of ultimate liability with respect to such matters cannot be currently determined, management believes, after consulting with legal counsel, that any such liability will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.  However, in the event of unexpected future developments in these matters, if the ultimate resolution of any such matter is unfavorable, the result may be material to the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows.

Item 1A.    Risk Factors.

There have been no material changes from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2017.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not sell any unregistered equity securities or repurchase any equity securities during the quarter ended March 31, 2018.

Item 3.    Defaults Upon Senior Securities.

None.

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Item 4.    Mine Safety Disclosures.

None.

Item 5.    Other Information.

None.

Item 6.    Exhibits.

Exhibit Number	Document Description
3.1	Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. (restated solely for purposes of Item 601(b)(3) of Regulation S-K) (filed as Exhibit 3.1 to MidSouth's Annual Report on Form 10-K filed on March 18, 2013 and incorporated herein by reference)
3.2	Amended and Restated By-laws of MidSouth Bancorp, Inc. effective as of September 26, 2012 (restated solely for purposes of Item 601(b)(3) of Regulation S-K (filed as Exhibit 3.3 to MidSouth’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference)
10.1	MidSouth Bancorp, Inc. 2018 Annual Incentive Compensation Plan
10.2	Amended and Restated MidSouth Bancorp, Inc. Deferred Compensation Plan Effective December 29, 2010
10.3	First Amendment to the MidSouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan, effective October 19, 2016
31.1	Certification pursuant to Exchange Act Rules 13(a) – 14(a)
31.2	Certification pursuant to Exchange Act Rules 13(a) – 14(a)
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.*

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under these sections.

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Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MidSouth Bancorp, Inc. (Registrant)
Date: May 10, 2018
	/s/ James R. McLemore
	James R. McLemore, President and CEO
	(Principal Executive Officer)
	/s/ Lorraine D. Miller
	Lorraine D. Miller, CFO
	(Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

Annual Incentive Compensation Plan (AICP)

Policy Name:                Annual Incentive Compensation Plan

Policy Approval Authority:         MidSouth Bank Board of Directors/Compensation Committee

Sponsor:                Corporate Efficiency Officer/Human Resources

Approval Date:                March 21, 2018

MIDSOUTH BANCORP, INC.

ANNUAL INCENTIVE COMPENSATION PLAN

2018 PLAN YEAR

STRICTLY CONFIDENTIAL

ANNUAL INCENTIVE COMPENSATION PLAN

INTRODUCTION

MidSouth Bancorp, Inc. (the “Company”) is a financial holding company founded in 1985 and headquartered in Lafayette, LA. The Company intends to provide annual incentive award opportunities for employees eligible to participate in the 2018 Annual Incentive Compensation Plan (the “Plan”) to encourage those employees to achieve targeted business objectives of the Company. These annual incentive awards will provide a payment based upon attainment of these specified goals and objectives. The objective is aligning the interests of the Company’s employees with the interests of the Company and its shareholders in obtaining targeted financial results.

DEFINITIONS

As referenced within this Plan, the following words and phrases shall have the following meanings:

1. “Actual Base Salary” means the annual rate of base salary payable to the Plan Participant as of the end of the Plan Year to which the annual incentive relates or, if earlier, at the time of the Plan Participant’s Termination of Employment.

2. “Board” means the Board of Directors of the Company as constituted from time to time.

3. “Code” means the Internal Revenue Code of 1986, as amended.

4. “Disability” means the employee suffering a sickness, accident, or injury which has been determined by the carrier of any individual or group disability insurance policy covering the employee or if no such policy exists then by the Social Security Administration, to be a disability rendering the employee totally and permanently disabled. The employee must submit proof to the Plan Administrator of the carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

5. “Effective Date” means January 1, 2018.

6. Plan Administrator” means the plan administrator described in Article VII.

7. “Plan Participant” means any current employee of the Company that is designated by the Chief Executive Officer (“CEO”), and approved by the Board, as eligible to participate in this Plan. Newly-hired or newly-promoted employees must be designated by the CEO and approved by the Board to participate in the Plan. The CEO will recommend, and the Board will approve, the level of participation to which each employee will be eligible.

8. “Plan Year” means the twelve month period commencing on January 1st and ending on December 31st of each calendar year. The initial Plan Year shall commence on the Effective Date.

9. “Termination of Employment” means the Plan Participant ceases to be employed by the Company and its subsidiaries for any reason whatsoever (whether voluntary or involuntary). The Plan Participant will not be considered to have incurred a Termination of Employment if the Plan Participant is on an approved leave of absence with any legal or contractual right to return to employment.

I. PLAN PURPOSE

The Plan is prospective in design with the utilization of a defined payout formula that is based upon the achievement of a combination of predetermined overall Company and other Plan Participant criteria. This Plan is designed to reward Plan Participants based on the achievement of financial and strategic goals as set forth annually by the Company. The Plan is further intended to reward Plan Participants for their performance while prudently managing risks associated with any activity associated with achievement of specific goals and objectives. Annual performance is important, but must be combined with long-term performance standards to ensure necessary safety and soundness for the Company and its shareholders.

The Plan will commence on the Effective Date.

II. PARTICIPATION

Eligibility for participation in the Plan shall be limited to those employees whose responsibilities, in the judgment of the CEO and Board, have a significant bearing on the success and performance of the Company.

The CEO shall submit to the Board for each Plan Year a list of employees eligible for participation in the Plan for that Plan Year, the annual incentive award factors and their weighting, and the incentive ranges and award payouts allocated to each such Plan Participant. The Board will approve those employees who will be eligible for participation in the Plan for that Plan Year, the annual incentive award factors and their weighting, and the incentive ranges and award payouts allocated to each such Plan Participant. Each Plan Participant shall be notified of his or her eligibility for participation in the Plan as soon as administratively practicable after Board approval. Plan Participants may commence participation any time prior to October 1^st of the Plan Year at the discretion of the CEO with Board approval. The annual incentive award, if any, payable to any Plan Participant for the Plan Year will be prorated based on the number of full months of participation in the Plan for the Plan Year with respect to any Plan Participant who is not employed as of the first day of the Plan Year. No Plan Participants may be added to the Plan on or after October 1^st of the Plan Year. Eligibility for the Plan will be determined annually for each Plan Year by the CEO and the Board as described herein.

PLAN YEAR

The period over which performance is measured and the amount of the incentive award for each Plan Participant will be determined shall be the Plan Year.

III. GENERAL PLAN DESIGN

The Company recognizes the need to implement a performance-based incentive program for executives, key officers, and other employees as designated by the CEO and approved by the Board. In order to align the Plan with safety and soundness principles, the Plan design incorporates a tiered approach with annual incentive awards linked to the achievement of pre-defined performance goals. The incentive awards utilized in the Plan are designed to provide market competitive payout percentages for the achievement of the established performance-based goals. Award levels are pre-established for each Plan Participant and are designated as a percentage of the Plan Participant’s Actual Base Salary. Levels of achievement are generally classified as “Threshold” (performance measure below Target level, but still eligible for incentive award once Threshold is achieved or exceeded; performance below threshold will result in no payment of the incentive award), “Target” (performance goal standard, also referred to as “forecast”), and “Maximum” (performance level above Target whereby award payout may be either formulaic or discretionary, subject to any established maximum payout).

IV. EARNINGS OF ANNUAL INCENTIVE AWARDS

Annual incentive awards are based on achievement of the performance criteria that has been pre-established and communicated to Plan Participants. As the Plan develops and priorities change, performance measures, award payout levels and Company goals may change annually.

The annual incentive awards are to be paid on an annual basis in the form of supplemental cash compensation (subject to required tax or other withholdings). Annual cash awards will be paid using the following schedule. Dependent upon the Company meeting its pre-established performance goals and satisfactory audit performance, Plan Participants who have achieved their predetermined performance goals at the threshold, target, or maximum levels, and who have satisfied qualifying criteria as designated within their Plan Participant worksheet in order to be eligible to be paid the incentive award, will be paid the amount of the annual incentive award that corresponds to the Plan Participant’s level of achievement no later than two and one-half months following the end of the Plan Year with respect to which the annual incentive award was determined. Payment within this time period is necessary to avoid classifying incentive awards as nonqualified deferred compensation under IRC Section §409A.

A. Annual Incentive Award Levels

Threshold, target, and maximum award levels, expressed as a percent of the Plan Participant’s Actual Base Salary, will be established for each eligible Plan Participant.

Percentage payouts will be calculated using either a ratable or fixed percentage approach whereby award payouts will be calculated at the threshold, target, and maximum criteria levels as well as at criteria levels between threshold and target and between target and maximum.

B. Performance Standards

The Plan will provide annual incentive awards to Plan Participants based on overall Company and Plan Participant performance as follows:

1. Company Performance – The incentive awards for Company performance will be based on the Company’s overall success as measured by criteria recommended by the CEO and determined by the Board. Percentage payouts for Company performance will be allocated based on the achievement of each pre-established Company performance goal for each Plan Participant in the Plan.

2. Plan Participant Performance – For all Plan Participants, pre-determined Company, Bank, Regional and/or Individual Participant performance criteria may also be used to determine the amount of the Plan Participant’s award payout. A percentage of each Plan Participant’s annual incentive award will be based on achievement of Plan Participant criteria, as recommended by the CEO and determined by the Board (which will be stated in the Plan worksheets). The specific Plan Participant performance objectives will be established at the same time as the other performance goals.

For each performance factor (overall Company and Plan Participant), an appropriate standard of performance is intended to be established with three essential performance points:

1. Threshold Performance: Equal to or exceeding threshold is the minimum level of performance needed to receive an award.

2. Targeted Performance: The forecasted, or expected, level of performance based upon both historical data and management’s best judgment of expected performance during the coming performance period.

3. Maximum Performance: The level of performance which based upon historical performance and management’s judgment would be exceptional or beyond the Target Performance level.

Performance standards are determined by using the Company’s performance history, safety and soundness principles, peer data and management’s judgment of what levels can be achieved without taking imprudent and unnecessary risk based on current market conditions. Once the targeted performance is established, the Threshold and Maximum payout levels are calculated if applicable. Maximum levels may be subject to discretionary payouts upon the approval of the CEO and the Board.

Notwithstanding the foregoing, the Board in its discretion may determine if an extraordinary occurrence outside of management’s influence, including but not limited to unanticipated mergers or acquisitions, changes in regulatory, tax or accounting laws, or other similar items, be it a windfall or a shortfall, has occurred during the Plan Year, and whether the incentive awards should be adjusted to neutralize the effects of any such events. Additionally, the Board in its discretion may determine if an unacceptable performance event has occurred during the Plan Year or after the end of the Plan year and before award payout, such as a major management default of primary responsibilities, or a discovery of fraud, which will result in an adjustment, reduction or elimination of any award payout for any Plan Participant.

C. Qualifiers

As qualifiers to receive awards under this Plan, the Company must meet its target goal established as the minimum performance achievement which must be met to pay any incentive awards for the Plan Year and have satisfactory audit performance, and each Plan Participant must achieve not only satisfactory performance, but also individual qualitative factors as designated within their Plan Participant worksheet. The performance rating of each Plan Participant will be derived from the current performance management system utilized by the Company. Weighting for each performance criteria (overall Company or Plan Participant) is allocated based on the Plan Participant’s level of responsibilities and overall ability to impact results, as recommended by the CEO and determined by the Board.

D. Payment of Awards

The procedure for calculating the Plan Participant annual incentive award entails the following steps:

1. Except as described below, a Plan participant must be an active employee of the Company or its subsidiary at the time of the award payout in order to be eligible to receive the award payout.

2. Performance levels will be determined relative to specific achievement per Plan Participant. Each individual award payout is calculated using a percent of the Plan Participant’s Actual Base Salary for the Plan Year with respect to which the incentive bonus is to be determined.

3. For each Plan participant, the incentive award for each factor is multiplied by the assigned factor weighting.

4. The incentive award, expressed in dollars, is then computed for each Plan Participant by calculating the award payout proportion as compared to designated levels and then adding each factor’s award result.

5. Incentive awards are paid out to each eligible Plan Participant according to the established schedule.

6. Awards will be paid on an annual basis no later than two and one-half months following the end of the Plan Year with respect to which the incentive bonus is to be determined.

V. PROGRAM ADMINISTRATOR

Administration of the Plan is the joint responsibility of the Board, the CEO, and Human Resources (or others as designated) within the Company.

A. Responsibilities of the Board of Directors

The Board has the responsibility to approve, amend, or terminate the Plan as the Board in its discretion shall determine. The actions of the Board shall be final and binding on all parties.

The Board has the responsibility to administer and interpret the Plan. Prior to or as soon as administratively practicable after the beginning of each Plan Year, the Board shall review and revise, if deemed advisable, the operating rules of this Plan for the Plan Year to follow. After approval by the Board, management shall, as soon as practical, inform each of the Plan Participants under the Plan of their potential award under the operating rules adopted for the Plan Year to follow.

The Board shall determine and/or approve the final payout of each Plan Participant’s incentive award in accordance with the terms of the Plan.

B. Responsibilities of the CEO

The CEO of the Company administers the program directly and provides liaison to the Board, including the following specific responsibilities:

1. Recommend Plan Participant Changes Each Plan Year.

a. This involves determining if additional employees will participate in the Plan and if any employees are to be removed from participating in the Plan.

2. Recommendations for Annual Incentive Awards.

a. The CEO will review the objectives and evaluations, adjust guideline awards for performance, and recommend final awards to the Board.

b. Make appropriate adjustments on a discretionary basis for any payout inequities.

3. Present All Other Appropriate Recommendations to the Board.

a. Such recommendations may include changes in the Plan provisions which occur during the life of the Plan.

C. Responsibilities of Human Resources (or Designee)

Human resources, or designated other, of the Company will act as The Plan Administrator with regard to responsibilities for reporting the performance during the course of the Plan Year as determined by the CEO or the Board, however, additional responsibilities may be assigned to the Plan Administrator by the Board or the CEO. All necessary reporting to outside auditors for inclusion in annual reporting will be carried out by the CEO or its designee. Otherwise, Human Resources, or designed other, will handle all ministerial duties with respect to the Plan.

VI. TERMINATION OF EMPLOYMENT

i. Death of Plan Participant: In the event of the death of a Plan Participant during the Plan Year or prior to payout of the award, the incentive award attributable to that Plan Participant will be paid to the Plan Participant’s designated beneficiary(s) in an amount equal to what the Plan

Participant would have received had the Plan Participant remained employed with the Company, at the normal time set forth above. If the Plan Participant dies during the Plan Year, the Plan Participant will be deemed to have achieved Target performance with respect to any individual performance goals assigned to the Plan Participant with respect to that Plan Year.

ii. Plan Participant Disability: If a Plan Participant incurs a Disability during the Plan Year or prior to payout of the award, the incentive award attributable to that Plan Participant will be paid to the Plan Participant in an amount equal to what the Plan Participant would have received had the Plan Participant remained employed with the Company, at the normal time set forth above. If the Plan Participant incurs a Disability during the Plan Year, the Plan Participant will be deemed to have achieved Target performance with respect to any individual performance goals assigned to the Plan Participant with respect to that Plan Year.

iii. Termination of Employment: If a Plan Participant incurs a Termination of Employment prior to payout of the award other than as the result of death or Disability, that Plan Participant will forfeit any unvested, unpaid or accrued incentive award, whether or not it was earned by such Participant.

iv. Change in Control: If a Change-in-Control, as defined by U. S. Treasury guidelines, occurs during any Plan Year, the incentive awards for that Plan Year will be deemed to have been earned at Target and the Plan Year closed as of the date of the Change in Control, and the incentive awards for that Plan year shall be payable to Plan Participants no later than two and one-half months following the Change in Control otherwise in accordance with the terms of the Plan. If a Change in Control occurs after the end of the Plan Year, incentive awards for that Plan Year will be paid in accordance with the terms of the Plan except that each Plan Participant will be deemed to have achieved no less than Target performance with respect to any individual performance goals assigned to the Plan Participant with respect to that Plan Year

VII. AMENDMENTS AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time. Upon termination, no further incentive awards will be paid for any future Plan Years; but, incentive awards for the Plan Year in which the termination occurs or any prior Plan Years will be paid in accordance with the terms of the Plan unless prohibited by applicable laws.

VIII. COMMUNICATION OF PLAN TO PLAN PARTICIPANTS

In order for an incentive to produce increases in productivity and results, it is essential that Plan participants receive vital input required to make daily management decisions that should positively affect the Company’s growth and profitability. Thus, it is most useful for senior management to make use of periodic reviews of the targets set to measure Plan performance. In other words, the performance targets are intended to become one of the methods by which senior management directs the day-to-day operating activities of the management team.

Key communication events are intended to include:

i. An initial communication to all Plan Participants of the Plan details, including the performance targets set for the Plan Year. It is intended that the Company communicate Plan objectives as soon as administratively practicable after they are established.

ii. Communication of new performance targets, Plan procedure changes, etc., as soon as administratively practicable.

iii. Periodic (quarterly) reviews throughout the Plan Year as part of general senior management staff meetings. These reviews are intended to include a review of performance year-to-date and any changes that assure attainment of the Plan objectives.

iv. A Plan year-end review of probable Plan results, including an estimate of the Company’s performance on each measure/weighted factor.

v. A discussion of Plan Participant contribution to the overall team results, as part of the presentation of the annual incentive award.

Finally, it is intended that each Plan Participant be provided sufficient data throughout the Plan Year, so that each Plan Participant can project probable earnings from the Plan. It is intended to be re-emphasized to senior management that specific goals and objectives and the means to accomplishment, as well as the rewards for successful attainment, be communicated in detail to each Plan Participant.

IX. MISCELLANEOUS

i. No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give the Plan Participant the right to remain an employee of the Company or any subsidiary, nor does it interfere with the Company’s or subsidiary’s right to discharge the Plan Participant. It also does not require the Plan Participant to remain an employee nor interfere with the Plan Participant’s right to terminate employment at any time.

ii. Non Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

iii. Reorganization. If the Company shall merge into or consolidate with another company, or organize, or sell substantially all of its assets to another company, firm, or person, such succeeding or continuing company, firm or person shall succeed to, assume and discharge the obligations of the Company under this Plan.

iv. Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the payments made under this Plan.

v. Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the State of Louisiana, except to the extent preempted by the laws of the United States of America.

vi. Entire Plan. This Plan constitutes the entire Plan between the Company and the Plan Participant as to the subject matter hereof.

vii. No Rights. No rights are granted to the Plan Participant by virtue of this Plan other than those specifically set forth herein.

IN WITNESS WHEREOF, the Company has signed and adopted this Plan as of March 21, 2018, to be effective as of January 1, 2018.

Company:

MIDSOUTH BANCORP, INC.

By: /s/ James R. McLemore

James R. McLemore

President and CEO

BENEFICIARY DESIGNATION

MIDSOUTH BANK, N.A.

2018 ANNUAL INCENTIVE PLAN

I, ________________________________, designate the following as beneficiary of benefits under the plan payable following my death:

Primary:

%

%

%

Contingent:

%

%

%

%

Note:

• Please PRINT CLEARLY or TYPE the names of the beneficiaries.

• To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

• To name your estate as beneficiary, please write “Estate of [your name]”.

• Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I many change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designation will be automatically revoked if the beneficiaries predecease me or I have named my spouse as beneficiary and our marriage is subsequently terminated.

Name: _______________________________________________

Signature: ____________________________________________ Date: ____________________________

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above and acknowledge that if I am named beneficiary and our marriage is subsequently terminated the designation will be automatically revoked.

Spouse Name: _______________________________ Signature: ________________________ Date: _____

Received by the Plan Administrator this _____ day of __________________, 2018.

By: ________________________________________

Title: _______________________________________

EX-10.2

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

MIDSOUTH BANCORP INC.

As authorized by the Board of Directors of MidSouth Bancorp, Inc. (the “Employer”) effective as of December 29, 2010, the Employer hereby amends and restates the MidSouth Bancorp, Inc. Deferred Compensation Plan (the “Plan”) as set forth below:

ARTICLE IParticipation by Subsidiaries

A banking subsidiary of the Employer may elect to participate in the Plan by agreeing, in writing, to be bound by the terms and conditions of the Plan (a “Participating Subsidiary”).

ARTICLE IIParticipation

1.Eligibility. Any member of the Board of Directors of the Employer or the Board of Directors of a Participating Subsidiary (a “Director”) shall be eligible to participate in the Plan.

2.Participation. A Director may elect to participate in the Plan by executing a Deferral Authorization substantially in the form attached hereto as Exhibit A.

3.Deferral Authorizations. The terms of a Deferral Authorization shall provide that a Director agrees to defer all or a specified percentage of his fees payable for the performance of services as a member of the Board of Directors of the Employer or a Participating Subsidiary pursuant to the terms of the Plan.

The following special rules shall apply to Deferral Authorizations:

a. Deferral Authorization may be executed at any time but shall not become effective until the first day of the calendar year following the calendar year in which such authorization is accepted by an authorized representative of the Employer or a Participating Subsidiary. Notwithstanding the foregoing, upon first becoming eligible to participate in the Plan, a Director may execute a Deferral Authorization within thirty (30) days thereafter, which may be

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effective with respect to fees earned for services rendered after the date of the election.

b. The Deferral Authorization shall be irrevocable for the duration of the calendar year in which it becomes effective. The percentage of Fees deferred pursuant to a Deferral Authorization may be increased or decreased for any subsequent calendar year, provided such new Deferral Authorization is accepted by an authorized representative of the Employer or a Participating Subsidiary prior to the first day of such subsequent calendar year. Any such change shall become effective as of the first day of such subsequent calendar year.

c. A Deferral Authorization shall remain in effect until it is modified in accordance with Subparagraph (b).

ARTICLE IIIFunding

1.Establishment of Trust. The Employer shall establish a revocable trust (the “Trust”) substantially in accordance with the terms and conditions set forth in Exhibit B. The terms of the Trust shall be incorporated in the Plan by this reference.

2.Contributions. Within 30 days following the conclusion of each calendar quarter, the Employer or Participating Subsidiary shall contribute to the Trust aggregate Fees deferred pursuant to the Deferral Authorizations in effect during such quarter and such other amounts as the Plan Administrator determines are necessary to fund any other amounts that are to be credited to Directors’ Deferred Compensation Accounts for such quarter; provided, however, that no contribution shall be made or required to the extent such contribution would result in immediate taxation of such deferral to the Director pursuant to Section 409A(b)(3) of the Internal Revenue Code of 1986, as amended (“Code”).

3.Trustee. MidSouth Bank, N.A. shall be designated as the initial Trustee of the Trust.

4.Ownership of Trust Assets. A Director has only an unsecured right to receive benefits under the Plan from the Employer or Participating Subsidiary that funded his Deferred Compensation Account, as a general creditor of the Employer or Participating Subsidiary, as the case may be. Directors and their death beneficiaries have no secured interest or special claim to the assets of the Trust, and the assets of the Trust equal to the contributions by the Employer or Participating Subsidiary, as the case may be, for its respective Directors plus earnings thereon minus distributions with respect to such Directors

2

shall be subject to the payment of all claims of general creditors of the Employer upon the insolvency or bankruptcy of the Employer or to the payment of claims of general creditors of the Participating Subsidiary upon the insolvency or bankruptcy of the Participating Subsidiary, as the case may be.

5.Distributions. The Trustee shall distribute the assets comprising the Trust in accordance with the instructions of the Plan Administrator.

ARTICLE IVPlan Administration

1.Plan Administration. The Executive Committee of the Board of Directors of the Employer shall be designated to administer the Plan (the “Plan Administrator”) on behalf of the Employer and each Participating Subsidiary.

2.Account. The Plan Administrator shall establish a Deferred Compensation Account for each Director. Such account shall represent an accounting entry only and shall not create an ownership interest in the Trust or any specific asset or fund of the Employer or any Participating Subsidiary.

3.Credits. As of the 15th day of each calendar month, Fees deferred pursuant to a Director’s Deferral Authorization in effect during such month shall be credited to his Deferred Compensation Account and shall be deemed invested in Certificates of Deposit. As of the 15^th day of each calendar month, amounts representing dividends that are deemed paid on Employer Common Stock held in the Director’s Deferred Compensation Account also shall be deemed invested in Certificates of Deposit and, on December 6 or the next business day thereafter of each year, all such amounts not previously invested in Employer Common Stock shall be deemed to be used to purchase Employer Common Stock based upon the value of Employer Common Stock on the purchase date. Interest earned on Certificates of Deposit in which more than one Director’s Deferred Compensation Account are deemed invested shall be credited among the respective Directors’ Deferred Compensation Accounts on a pro-rata basis based upon the respective amounts deemed invested and the days for which the amounts were deemed invested.

4.Dividend and Voting Rights. The allocation of Common Stock of the Employer as a deemed investment to a Director’s Deferred Compensation Account shall not entitle such Director to any voting rights or any other rights as a shareholder of Employer Common Stock other than the right to receive deemed dividends paid on Employer Common Stock deemed held in the Director’s Deferred Compensation Account.

3

5.Dilution and Adjustments in Capitalization. In the event of any change in the outstanding shares of Employer Common Stock on account of a stock dividend or stock split, recapitalization, merger, consolidation, spin-off, reorganization or similar corporate change, Employer shall appropriately adjust the number or kind of shares deemed allocated to a Director’s Deferred Compensation Account.

6.Reporting. As soon as practicable after the conclusion of the calendar year, the Plan Administrator shall furnish each Director with a statement indicating the total number of shares of Employer Common Stock and other amounts allocated to his Deferred Compensation Account.

ARTICLE VDistributions

1.Time of Distribution. Subject to paragraph 2 below, the distribution of shares of Employer Common Stock and other amounts allocated to a Director’s Deferred Compensation Account pursuant to the terms of the Plan shall be made (a) 60 days after the later of (i) the date on which a Director ceases providing services to the Employer or a Participating Subsidiary, or (ii) the date on which a Director attains age 65.

The Board, or any Committee of the Board which is established for such purpose, may establish conditions that Directors or former Directors must satisfy in order to be eligible to receive payment of their Plan accounts, which if not satisfied, may result in a forfeiture of such Director’s benefits under the Plan. Such conditions shall be contained in the Director’s Deferral Authorization. For example, the Board or Committee may require that the individual Board member or former Board member not be in a conflicting position with any other similar institution within a 12-month period prior to the date of distribution, may establish such procedures as it believes desirable to insure that the securities laws are satisfied, and may establish such procedures as it believes desirable to insure that the tax and labor laws are satisfied. Notwithstanding the foregoing, no such conditions may accelerate or defer the timing of any distributions under this Plan other than as set forth in the Plan and as permitted by Section 409A of the Code.

2.Delay of Certain Payments. In the event that the Director is a “specified employee” within the meaning of Section 409A of the Code (as determined by the Employer or its delegate), any payments hereunder subject to Section 409A of the Code shall not be paid or provided until the earlier of (A) the Director’s death, or (B) the expiration of the 6‑month period following Director’s cessation of services to the Employer (“Delay Period”). Any payments that are delayed by virtue of this subparagraph shall (I) be paid in one payment at the conclusion of the Delay Period and (II) include interest computed at five percent (5%) per annum for the duration of the Delay Period.

4

For purposes of the Plan, a Director will not be considered to have ceased providing services to the Employer and all Participating Subsidiaries, until the Director experiences a “separation from service” within the meaning of Section 409A of the Code.

3.Method of Payment. Distributions shall be made in the form of a single lump sum payment, in shares of Common Stock of the Employer or cash, or any combination thereof, as determined by the Plan Administrator in its sole discretion.

4.Nature of Rights. If a Director dies prior to the distribution pursuant to the Plan, the Director’s interest shall be distributed to such Director’s designated beneficiary in the form of a single-sum payment within 60 days after the Director’s death.

A Director shall be entitled to designate a beneficiary on the Deferral Authorization. A Director may, at any time, modify his designation by completing the applicable portion of a new Deferral Authorization. Such modifications shall become effective upon acceptance by an authorized representative of the Employer or a Participating Subsidiary and shall constitute a revocation of all previous designations.

If no designated beneficiary survives the Director, distribution of a Director’s interest shall be made to the legal representative of the Director’s estate or to a successor in accordance with a Judgment of Possession.

5.Bankruptcy. Notwithstanding any provision of the Plan to the contrary, distributions from the Trust to a Director or his beneficiary shall not commence (or distributions shall cease) in the event the Employer or a Participating Subsidiary is unable to meet its debts as they mature or is subject, as a debtor, to a proceeding under the Bankruptcy Code. In such event the assets comprising the Trust shall be distributed in accordance with an order from a court of competent jurisdiction.

ARTICLE VIMiscellaneous

1.Assignment. To the extent a Director or any other person acquires a contractual right to receive payments pursuant to the Plan, such right shall not be subject to assignment, pledge (including collateral for a loan or security for the performance of an obligation), encumbrance or transfer except by will, the laws of descent and distribution or pursuant to a qualified domestic relations order. Any attempt to assign, pledge encumber of transfer such right shall not be recognized by the Employer, a Participating Subsidiary, the Trustee or the Plan Administrator.

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2.Amendment and Termination. The Employer, through its Board of Directors, shall have the right to amend or terminate the Plan; provided, however, that no such amendment or termination shall affect Fees previously deferred, or otherwise result in the payment or distribution thereof at any time other than such time as is permitted under the terms of the Plan, as a effect prior to such amendment or termination, and Section 409A of the Code.

3.Trust Assets. The provisions of the Plan and Trust shall not create a trust or other fiduciary relationship of any kind between the Employer, the Trustee, the Plan Administrator or a Participating Subsidiary and a Director, his beneficiary or any other person. Any asset (and the related earnings thereon or investments thereof) comprising the Trust shall constitute a general asset of the Employer, to the extent such assets were contributed by the Employer, or of the Participating Subsidiary, to the extent such assets were contributed by the Participating Subsidiary, and no other person shall have any interest in such asset.

To the extent a Director or any other person acquires a contractual right to receive payments pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer or a Participating Subsidiary.

4.Applicable Law. The Plan shall be governed by the laws of the State of Louisiana. This Plan is intended to comply with the distribution and other requirements under Section 409A of the Code. For any payments to be made under this Plan that are subject to Section 409A of the Code, the Plan shall be interpreted and applied in a manner consistent with the requirements of Section 409A of the Code and the regulations promulgated thereunder.

EXECUTED in multiple counterparts, each of which shall be treated as an original, as set forth below:

MIDSOUTH BANCORP INC.

BY:_/s/ C. R. Cloutier    

C. R. Cloutier    

President & CEO

WITNESSES:

/s/

/s/

DATE: December 29, 2010

6

RESTATED

DEFERRED COMPENSATION TRUST

MIDSOUTH BANCORP INC.

As authorized by the Board of Directors of MidSouth Bancorp, Inc. (the “Employer”), the Employer and the MidSouth Bank, N.A. (the “Trustee”) hereby restate the MidSouth Bancorp, Inc. Deferred Compensation Trust (the ‘Trust”) to reflect the original Trust and changes made to the Trust as set forth below:

WITNESSETH:

WHEREAS, the Board of Directors of the Employer authorized the adoption of the Deferred Compensation Plan of Employer (the “Plan”), effective as of June 13, 1990;

WHEREAS, under the terms of the Plan the Employer is required to establish a fund for the purpose of accumulating amounts required to satisfy its obligations under the Plan;

WHEREAS, the Trustee agrees to act as the fiduciary of such fund;

NOW, THEREFORE, the Employer and the Trustee agree as follows:

ARTICLE IGENERAL PROVISIONS

1.Name. The Trust shall be known as the Deferred Compensation Trust of MidSouth Bancorp, Inc.

2.Creation ofTrust, The Employer hereby establishes, and the Trustee hereby accepts, a trust consisting of cash or other property paid or delivered to the Trustee.

3.Trust Assets. The assets (and the related earnings thereon or investments thereof) comprising the Trust, whether principal or income, shall, at all times, remain the property of the Employer, to the extent such assets are attributable to property contributed by the Employer, or the Participating Subsidiary, to the extent such assets are attributable to property contributed by the Participating Subsidiary. No person, other than the Trustee and the Employer or Participating Subsidiary shall have any beneficial or other ownership interest in the assets comprising the Trust.

4.Revocation. The Trust shall be revocable trust, and the Employer, through its Board of Directors, may revoke, terminate, amend or modify the Trust in its discretion.

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5.Incorporation by Reference. In the event of a conflict between the terms of the Plan and the Trust, the terms of the Plan shall govern. The terms of the Plan shall be incorporated in the Trust by this reference.

6.Statement of Intent. This Trust is Intended as a vehicle to pay benefits under the Plan without rendering the Plan a “funded plan” for purposes of Title I of the Employee Retirement Income Security Act of 1974, and without causing Directors to be taxed before they actually receive benefits. Although the purpose of the Trust is to permit the Employer or a Participating Subsidiary to accumulate amounts required to satisfy its obligations under the Plan, the Directors shall not have an interest, whether direct or indirect, in all or any portion of the assets comprising the Trust, except an interest as an unsecured general creditor of the Employer or the Participating Subsidiary. The Trust shall not be deemed to create a fiduciary relationship between either the Employer or a Participating Subsidiary or the Trustee and the Directors.

ARTICLE IICONTRIBUTIONS

The Trustee shall be fully accountable for all contributions actually received by it, but shall have no duty to require any such contribution or to determine whether the amount of any contribution complies with the provisions of the Plan.

ARTICLE IIIDISTRIBUTIONS

1.Distributions. Payment shall be made from the Trust by the Trustee to such persons, at such times, in such form, and in such amounts as the Plan Administrator shall direct, in writing. The Trustee shall be fully protected in making or discontinuing payments from the Trust in accordance with the directions of the Plan Administrator. The Trustee shall have no responsibility to determine whether the directions of the Plan Administrator comply with the terms of the Plan or applicable law.

2.Withholding. The Trustee is authorized, to the extent required by applicable law, to withhold from any distribution the amount of any tax required to be withheld.

3.Employer Common Stock. If a distribution is to be made in the form of Employer Common Stock, the Trustee shall cause the Employer to issue an appropriate stock certificate, and the Trustee shall deliver such certificate. Employer Common Stock distributed by the Trustee may include such legend restrictions on transferability as Employer

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may reasonably require. In order to ensure compliance with the terms of the Plan or applicable federal or State securities laws.

ARTICLE IVINVESTMENTS

1.Powers.The Trustee shall invest the assets comprising the Trust primarily or solely in Employer Common Stock. Subject to the investment policy set forth in the preceding sentence and the terms of this Trust, the Trustee shall have the power and authority conferred on trustees under the Louisiana Trust Code. Investments shall be made in accordance with the written Instructions of the Plan Administrator who shall direct the Trustee as to (a) the number of shares to be purchased, (b) the price per share to be paid, and (c) from whom such shares shall be purchased. The Trustee shall have no duty to determine whether any such acquisition complies with the provisions of the Plan or applicable federal or state securities laws.

In the event the Trustee is required to acquire or dispose of Employer Common Stock under circumstances which require the registration of the Plan or of such stock under the Securities Act of 1933 or the qualification of the securities under the blue-sky laws of any state, then the Employer or a Participating Subsidiary, at its own expense, shall take such actions as may be necessary or appropriate to effect such registration or qualification. and the Trustee shall postpone the payment of any distribution until such time as such registration or qualification is effected.

The Trustee shall not be liable for the acquisition, retention or disposition of Employer Common Stock in accordance with the provisions of this Article IV or for any loss or diminution in value of such stock, unless such loss or diminution is due to Trustee’s gross negligence or a lack of good faith.

2.Dividends. Cash dividends payable on Employer Common Stock held in the Trust shall be applied to the purchase of additional shares of such stock as set forth in the Plan. Such purchases shall be at the direction of the Plan Administrator as provided in Paragraph I of Article IV.

Stock dividends, stock splits, and other distributions payable on Employer Common Stock as the result of a recapitalization or other adjustment in the capitalization of the Employer shall be treated as principal and held by the Trustee pursuant to the terms of the Trust.

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3.Exercise of Voting Rights. The Trustee shall exercise the voting rights attributable to Employer Common Stock held in the Trust in accordance with the instructions of the Plan Administrator.

4.Nominee. The Trustee may register the assets comprising the Trust in the name of the Trustee or the Trustee’s nominee. Further, the Trustee may hold any security in bearer form. Notwithstanding the foregoing, however, the Employer, to the extent such assets were contributed by the Employer, or the Participating Subsidiary, to the extent such assets were contributed by the Participating Subsidiary shall, at all times, be the beneficial owner of such assets (and the earnings thereon and any investments thereof).

5.Acquisition of Employer Common Stock. The Trustee shall purchase, from time to time, Employer Common Stock in accordance with the instructions of the Plan Administrator on the open market or by private purchase, including purchase from the Employer of authorized but unissued shares and shares held as treasury stock. Such purchases shall be made in accordance with the purchase price directed by the Plan Administrator. With respect to the purchase of Employer Common Stock acquired through public or private purchase, the Employer or a Participating Subsidiary shall pay the actual expenses of such transaction.

ARTICLE VACCOUNTING

Within a reasonable period after the close of each calendar year, the Trustee shall furnish the Plan Administrator with a complete accounting showing the assets held in the Trust as of the last day of such year and the fair market value of such assets. The accounting shall also contain a statement of any purchases, sales, distributions, and contributions which occurred during the calendar year.

For purposes of completing the accounting contemplated in the preceding sentence, the Plan Administrator shall provide the Trustee with the fair market value of Employer Common Stock held by the Trustee. The Trustee shall be entitled to rely on such valuation, and such valuation may be incorporated by reference in any report or accounting prepared by the Trustee.

ARTICLE VIMISCELLANEOUS

1.Fees and Expenses. Any brokerage fee, commission or expense incurred in connection with the purchase of Employer Common Stock shall be paid directly by the

10

Employer, to the extent such expenses relate to Directors of the Employer, and by the Participating Subsidiary, to the extent such expenses relate to the Directors of the Participating Subsidiary. Additional expenses or charges related to the administration of the Trust shall also be paid by the Employer or the Participating Subsidiary, as the case may be. Notwithstanding the foregoing, the Trustee shall pay any applicable Federal or State income tax from the assets comprising the Trust.

2.Compensation. The Trustee shall receive such compensation as may be agreed upon by the Trustee and the Plan Administrator. Such compensation shall be paid directly by the Employer or the Participating Subsidiary in such proportion as the Plan Administrator shall determine.

3.Qualification. The Trustee shall not be required to qualify before, be appointed by, or in the absence of a breach of trust, account to any court or obtain the order or approval of any court in the exercise of any power given under the terms of the Trust.

4.Reliance. The Plan Administrator and the Employer shall furnish the Trustee with the names and specimen signatures of the person or persons authorized to act on its behalf. The Trustee shall be entitled to rely upon the fact that any person so named is authorized to act until such time as the Trustee receives subsequent written notice.

The Trustee is entitled to rely on all directions and information provided by the person or persons designated in accordance with this Paragraph (4) and shall not be liable for any action or inaction taken pursuant thereto.

5.Resignation or Removal. The Trustee may resign at any time by giving thirty days written notice to the Plan Administrator. Upon such resignation becoming effective, the Trustee shall perform all acts necessary to transfer the assets of the Trust to a successor trustee.

The Plan Administrator may remove the Trustee at any time by giving thirty days’ written notice the Trust. Upon such removal becoming effective, the Trustee shall perform all acts necessary to transfer the assets of the Trust to a successor trustee.

The Plan Administrator shall have the power to appoint a successor trustee. The successor trustee shall have the powers conferred upon the Trustee under the terms of the Plan and the Trust.

6.Indemnification. The Employer and the Participating Subsidiary agree to indemnify and hold harmless the Trustee from all liabilities and claims arising from the performance of its duties in accordance with the terms of the Trust, unless such liability,

11

claim or expense results from a grossly negligent act, or omission or an act or omission performed in bad faith, of the Trustee.

7.Governing Law. The terms of the Trust shall be governed by the laws of the State of Louisiana.

8.Bankruptcy of Employer or Participating Subsidiary. For purposes of this Trust, the term “Bankruptcy or Insolvency” means that the Employer or Participating Subsidiary is subject to a pending proceeding as a debtor under the bankruptcy laws of the United States or similar laws of the State of Louisiana.

In the event of Employer’s or Participating Subsidiary’s Bankruptcy or Insolvency or in the event the Employer or Participating Subsidiary is unable to meet its debts as they mature, its Board of Directors or Chief Executive Officer of Employer shall notify the Trustee, in writing, within five days of such event. The Trustee may independently determine that the Employer or Participating Subsidiary is Bankrupt or Insolvent based upon written notice from a creditor of Employer or Participating Subsidiary. Unless the Trustee has actual knowledge of the Employer’s or Participating Subsidiary’s Bankruptcy or Insolvency, the Trustee shall have no duty to inquire whether the Employer or Participating Subsidiary is Bankrupt or Insolvent, and the Trustee may rely upon such evidence as may be furnished to Trustee by the Employer.

When so notified of the Employer’s or Participating Subsidiary’s Bankruptcy, Insolvency or inability to meet its debts as they mature, the Trustee shall suspend payments to Directors of such Bankrupt or Insolvent Employer or Participating Subsidiary and their beneficiaries, shall hold Trust assets attributable to such Employer or Participating Subsidiary for the benefit of the general creditors of such Employer or the Participating Subsidiary, as the case may be, and shall deliver the assets to satisfy creditors’ claims as directed by a court of competent jurisdiction. If the Board of Directors or Chief Executive Officer of Employer notifies the Trustee that the Employer or Participating Subsidiary is no longer Bankrupt, Insolvent or unable to meet its debts as they mature, the Trustee shall resume payments to Directors and their beneficiaries out of whatever assets the Trust may then have.

9.Directors’ Rights. The Directors and their beneficiaries have no vested interests in any assets of the Trust. Although it is expected that Plan Benefits will be paid in full or in part from Trust assets, the Directors and their beneficiaries have no secured right to any benefit, and upon the Bankruptcy or Insolvency of the Employer or the Participating

12

Subsidiary, as the case may be, shall have only the same rights in Trust assets as any other unsecured creditor of the Employer or Participating Subsidiary, as the case may be, has.

10.Tax Status of the Trust. The Trust is intended to constitute a grantor trust within the meaning of Section 671 of the Internal Revenue Code of 1986.

11.General Assets of Employer or Participating Subsidiary. Notwithstanding any provision of the Trust or the Plan to the contrary, the assets comprising the Trust (and the related earnings thereon or investments thereof) shall, at all times, be assets of the Employer, to the extent such assets were contributed by the Employer, or the Participating Subsidiary, to the extent such assets were contributed by the Participating Subsidiary, available to satisfy the obligations of the Employer or the Participating Subsidiary, as the case may be, in the event of the Employer’s or Participating Subsidiary’s, as the case may be, Bankruptcy or Insolvency as provided in paragraph 8 of Article VI.

This document may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.

MIDSOUTH BANCORP INC.

BY: /s/ C.R. Cloutier    

C. R. Cloutier

President & CEO    

WITNESSES:

/s/

/s/

MIDSOUTH BANK, N.A.

BY: /s/ Teri S. Stelly    

Teri S. Stelly    

Senior Vice President

WITNESSES:

/s/

/s/

DATE: December 29, 2010

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Exhibit A    DEFERRAL AUTHORIZATION TO PARTICIPATE IN THE

DEFERRED COMPENSATION PLAN FOR

MEMBERS OF THE BOARD OF DIRECTORS OF

MIDSOUTH BANCORP, INC. AND

PARTICIPATING SUBSIDIARIES

1.    The amount of my compensation that I, as a member of the Board of Directors of MidSouth Bancorp, Inc. and/or MidSouth Bank, N.A., elect to have deferred, deemed invested in common stock of MidSouth Bancorp, Inc. and distributed subject to the terms of the Deferred Compensation Plan for Members of the Board of Directors of MidSouth Bancorp, Inc. and Participating Subsidiaries is as follows, effective January 1, 20__:

(Check applicable blanks)

All Board and Committee meeting fees

__________ % of All Board and Committee meeting fees

2.    By indicating "Yes" below, I elect that the percentage of Fees deferred pursuant to

Paragraph 1 above may not be decreased by me at any time before January 1, 20__ or the 1^st day of any subsequent calendar year.

YES

__________NO

3.    I elect to NOT participate in the Plan effective as of the 1st day of January, 20___.

YES

__________NO

4. In the event of my death, my interest in the balance in the Deferred Compensation Account is to be paid to the following person or persons:

__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

(If more than one beneficiary is named, please designate the portion that each beneficiary is to receive.)

____________________________

Signature

____________

Date

This election was accepted at 5:00 o'clock p.m. on the day of

December __ , 20__.

MIDSOUTH BANCORP, INC.

BY:    ______________________

C. R. Cloutier

President & C.E.O.

MIDSOUTH BANK, N.A.

BY:    _______________________

Teri S. Stelly

Senior Vice President

14

EX-10.3

FIRST AMENDMENT TO THE

MIDSOUTH BANCORP, INC.

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

Pursuant to the authorization of its Board of Directors, MidSouth Bancorp, Inc. (the “Employer”), does hereby amend the MidSouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan (the “Plan”), effective as of October 19, 2016, as set forth below. All capitalized terms used in this First Amendment to the MidSouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan (the “Amendment”) and not defined herein shall have the meanings ascribed to such terms in the Plan.

WITNESSETH

WHEREAS, the Employer amended and restated the Plan effective as of December 29, 2010; and

WHEREAS, the Employer now desires to amend the Plan to permit a Director to make a subsequent deferral election to further defer the distribution of shares of Employer Common Stock and other amounts allocated to the Director’s Deferred Compensation Account under the Plan in accordance with the rules under Section 409A of the Code.

NOW, THEREFORE, the Employer hereby amends the Plan as follows:

1.

The Plan is hereby amended by adding the following new Paragraph 6 to Article V (Distributions) of the Plan, effective as of the date set forth above:

“6.    Subsequent Deferral of Time of Distribution

A Director may make an election to change the deferral period or form of payment (or both) that applies to the shares of Employer Common Stock and other amounts allocated to the Director’s Deferred Compensation Account, or any portion thereof, pursuant to the terms of the Plan provided that such election:

a.    does not take effect until at least twelve (12) months following the date on which such election to further defer or change the form of payment is made;

b.    such election postpones such payment for a period of not less than five (5) years from the date such payment otherwise would have been made; and

c.    such election is made not less than twelve (12) months prior to the otherwise scheduled payment date.

The Director who makes the foregoing election may elect for his distribution then to be made in a single lump sum payment or in annual installments over no less than three (3) and no more than five (5) years. The distribution of the Participant’s Deferred Compensation Account in annual installments shall be treated as the distribution of a series of separate payments for purposes of this subsequent deferral election, so that additional subsequent deferral elections may be made with respect to each such installment. So long as the Director qualifies to change his period of deferral and/or form of payment, there is no limit on the number of subsequent deferral elections that may be made by the Director, unless the Plan Administrator provides otherwise. This paragraph, however, shall not apply to a Beneficiary of a Director.”

2.

Paragraph 3 of Article V (Distributions) shall be amended by deleting the current provision and inserting in lieu thereof the following:

“3.    Method of Payment. Distributions to be made under paragraph 1 above shall be made in the form of a single lump sum payment, in shares of Common Stock of the Employer or cash, or any combination thereof, as determined by the Plan Administrator in its sole discretion. Distributions to be made in connection with a subsequent deferral election under paragraph 6 below shall be made in either (i) a single lump sum payment or (ii) annual installments over no less than three (3) nor more than five (5) years, as the Director may elect under his subsequent deferral election, in shares of Common Stock of the Employer or cash, or any combination thereof, as determined by the Plan Administrator in its sole distribution. If distributions are to be made in installments, each installment will equal the product of the Deferred Compensation Account or portion thereof subject to the distribution multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installments remaining to be paid (including the installment then being determined).”

3.

Paragraph 4 of Article V is hereby amended by deleting the word “If” which starts the first sentence and adding the follow words to the beginning of the sentence:

“Notwithstanding any other provision of the Plan, if …]”

4.

This Amendment shall be effective as of the date hereof. Except as otherwise set forth in this Amendment, the Plan shall continue in full force and effect pursuant to its original terms.

2

[Signatures on next page]

3

IN WITNESS WHEREOF, the Employer has approved and adopted this Amendment as of the date set forth above.

MIDSOUTH BANCORP, INC.

By: /s/ C. R. Cloutier

Name: C.R. Cloutier

Title: President and Chief Executive Officer

ATTEST:

By: /s/ Shaleen Pellerin

Name: Shaleen Pellerin

Title: Investor Relations Officer

MIDSOUTH BANCORP, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

SUBSEQUENT DEFERRAL ELECTIONTO FURTHER DEFER DISTRIBUTION OR
CHANGE FORM OF PAYMENT

NAME:

ADDRESS:

SOCIAL SECURITY NUMBER:

DATE OF BIRTH:

5

MidSouth Bancorp, Inc. (the “Company”) previously established the MidSouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan (the “Plan”). All capitalized terms used but not defined herein shall have the same meanings given them in the Plan.

As a participating Director under the Plan, you previously elected to defer certain Board and/or Committee meeting fees, which were credited to your Deferred Compensation Account and deemed invested in Company Common Stock. Your Deferred Compensation Account is scheduled to be distributed to you (in Company Common Stock, cash or some combination thereof) in a single lump sum payment 60 days after the later of (i) the date on which you cease providing services to the Company or (ii) the date on which you attain age 65.

If you so desire, the Plan now permits you to make an election to further defer the distribution of all or a portion of your Deferred Compensation Account and/or change the form of payment of your Deferred Compensation Account, e.g. from a lump sum to annual installments, provided:

(i) the election does not become effective until 12 months following the date it is made;

(ii) the election postpones the distribution for a period of no less than 5 years from the date the payment otherwise would have been made; and

(iii) the election is made not less than 12 months before the scheduled payment date.

If you elect to change the form of payment of all or a portion of your deferred Compensation Account, you can elect for payment to be made (in lieu of a single lump sum) in the form of annual installments over not less than three (3) or more than five (5) years.

This subsequent deferral election can be made for either or both of your currently scheduled payment dates. Your Deferred Compensation Account currently is scheduled to be paid in a single lump sum on the later of (i) the date you cease providing services and (ii) the date you attain age 65. Both (i) and (ii) are scheduled payment dates, so you can elect to further defer one or both of such scheduled payment dates. You also can elect to change the form of payment for either date, but you then must defer commencement of payment for at least five (5) years after the otherwise scheduled payment date.

In no event may you defer payment or commencement of payment more than five (5) years after the otherwise scheduled payment date.

If you want to make the subsequent deferral election, you need to complete this election and return it to the Company at least twelve (12) months before the scheduled payment date.

1. Subsequent Deferral Election (check appropriate box and complete the relevant information):

I hereby elect to further defer payment of ____ percent (___%) of my Deferred Compensation Account as elected herein. I understand this election will only apply to the portion of my Deferred Compensation Account I have designated. I also understand that this election will not become effective if the otherwise

6

scheduled payment date to which the election it is to apply occurs within the following twelve (12) months.

2. The portion of my Deferral Compensation Account designated above shall be paid to me at the following time (check appropriate box; you may only check one box; and you cannot elect to defer payment with respect to any date that has already occurred or will occur in the following twelve (12) months; for example, if you are already age 64 or older, you cannot elect to defer payment that otherwise might have commenced at age 65):

Sixty (60) days after the later of (i) the date on which you cease providing services or (ii) ____ years (must be at least five (5) years) after the date you attain age 65.

Sixty (60) days after the later of (i) _____ years (must be at least five (5) years) after the date you cease providing services or (ii) the date you attain age 65.

Sixty (60) days after the later of (i) _____ years (must be at least five (5) years) after the date you cease providing services or (ii) ______ years (must be at least five (5) years) after the date you attain age 65.

Sixty (60) days after the date which is _____ years (must be at least five (5) years) after you cease providing services, if you have already attained age 65 or will do so within the following twelve (12) months but have not ceased providing services and will not do so in the following twelve (12) months.

Sixty (60) days after the date which is _____ years (must be no less than five (5) years) after the date you attain age 65, if you have already ceased providing services but have not attained age 65 and will not do so in the following twelve (12) months.

3. I elect for the percentage of my Deferred Compensation Account selected above to be paid as follows (check appropriate box and complete the relevant information):

In a single lump sum.

In ________ (____) consecutive annual installments (no less than three (3) nor more than five (5)) in accordance with the Plan.

This subsequent deferral election is subject in its entirety to the Plan which contains more detailed information regarding this election. The Plan’s terms govern any interpretation of the Plan, including any discrepancy between anything contained in this subsequent deferral election and any provision of the Plan. This subsequent deferral election is irrevocable once submitted to the Company.

7

Signature: ________________________________________    Date: ___________________

Name of Director: _________________________________

Please submit this Subsequent Deferral Election to ____________________________________.

Received: ___________________________________    Date: _________________________

Name: ______________________________________

8

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James R. McLemore, President and CEO, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of MidSouth Bancorp, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluations; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2018
	/s/ James R. McLemore
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Lorraine D. Miller, CFO, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of MidSouth Bancorp, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluations; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2018
	/s/ Lorraine D. Miller
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MidSouth Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2018 (the “Report”), I, James R. McLemore, Chief Executive Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James R. McLemore

James R. McLemore

Chief Executive Officer

May 10, 2018

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MidSouth Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2018 (the “Report”), I, Lorraine D. Miller, Chief Financial Officer of the Company, certify that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lorraine D. Miller

Lorraine D. Miller

Chief Financial Officer

May 10, 2018

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	MIDSOUTH BANCORP INC
Entity Central Index Key	0000745981
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		16,603,511
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Cash and due from banks, including required reserves of $7,991 and $6,741, respectively	$ 18,037	$ 34,775
Interest-bearing deposits in banks	192,130	114,839
Federal funds sold	1,319	3,350
Securities available-for-sale, at fair value (cost of $301,411 at March 31, 2018 and $312,584 at December 31, 2017)	293,970	309,191
Securities held-to-maturity (fair value of $72,307 at March 31, 2018 and $80,920 at December 31, 2017)	73,255	81,052
Other investments	12,896	12,214
Loans held for sale	1,117	15,737
Loans	1,137,255	1,183,426
Allowance for loan losses	(25,371)	(26,888)
Loans, net	1,111,884	1,156,538
Bank premises and equipment, net	57,848	59,057
Accrued interest receivable	7,887	8,283
Goodwill	42,171	42,171
Intangibles	3,238	3,515
Cash surrender value of life insurance	14,948	14,896
Other real estate	1,803	2,001
Assets held for sale	3,995	3,995
Other assets	21,257	19,538
Total assets	1,857,755	1,881,152
Deposits:
Non-interest-bearing	427,504	416,547
Interest-bearing	1,076,433	1,063,142
Total deposits	1,503,937	1,479,689
Securities sold under agreements to repurchase	33,026	67,133
Short-term Federal Home Loan Bank advances	27,500	40,000
Long-term Federal Home Loan Bank advances	10,016	10,021
Junior subordinated debentures	22,167	22,167
Other liabilities	10,272	8,127
Total liabilities	1,606,918	1,627,137
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.10 par value; 30,000,000 shares authorized, 16,621,811 and 16,548,829 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	1,662	1,655
Additional paid-in capital	168,765	168,412
Unearned ESOP shares	(906)	(937)
Accumulated other comprehensive loss	(4,782)	(1,828)
Retained earnings	45,111	45,726
Total shareholders’ equity	250,837	254,015
Total liabilities and shareholders’ equity	1,857,755	1,881,152
Series B Preferred Stock
Shareholders’ equity:
Preferred stock	32,000	32,000
Series C Preferred stock
Shareholders’ equity:
Preferred stock	$ 8,987	$ 8,987

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Cash and due from banks, reserves	$ 7,991	$ 6,741
Securities available-for-sale, at cost	301,411	312,584
Securities held-to-maturity, at fair value	$ 72,307	$ 80,920
Stockholders' equity:
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, authorized (in shares)	30,000,000	30,000,000
Common stock, issued (in shares)	16,621,811	16,548,829
Common stock, outstanding (in shares)	16,621,811	16,548,829
Series B Preferred Stock
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	32,000	32,000
Preferred stock, outstanding (in shares)	32,000	32,000
Series C Preferred stock
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	100,000	100,000
Preferred stock, issued (in shares)	89,875	89,875
Preferred stock, outstanding (in shares)	89,875	89,875

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Consolidated Statements of Earnings - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Interest income:
Loans, including fees	$ 16,015	$ 16,622
Securities and other investments:
Taxable	2,047	2,327
Nontaxable	316	407
Federal funds sold	18	6
Time and interest bearing deposits in other banks	514	85
Other investments	87	84
Total interest income	18,997	19,531
Interest expense:
Deposits	1,238	935
Securities sold under agreements to repurchase	40	234
Short-term FHLB advances	84	0
Long-term FHLB advances	45	88
Junior subordinated debentures	220	208
Total interest expense	1,627	1,465
Net interest income	17,370	18,066
Provision for loan losses	0	2,800
Net interest income after provision for loan losses	17,370	15,266
Non-interest income:
Service charges on deposits	2,206	2,480
Gain on sale of securities, net	0	6
ATM and debit card income	1,784	1,703
Other charges and fees	839	855
Total non-interest income	4,829	5,044
Non-interest expenses:
Salaries and employee benefits	7,719	8,689
Occupancy expense	3,190	3,624
ATM and debit card expense	576	721
Data Processing	665	621
FDIC insurance	430	397
Legal and Professional Fees	5,703	385
Loss on transfer of loans to held for sale	875	0
Other	2,715	2,793
Total non-interest expenses	21,873	17,230
Income before income tax expense (benefit)	326	3,080
Income tax (benefit) expense	(34)	589
Net earnings	360	2,491
Dividends on preferred stock	810	811
Net (loss) earnings available to common shareholders	$ (450)	$ 1,680
(Loss) earnings per share:
Basic (in dollars per share)	$ (0.03)	$ 0.15
Diluted (in dollars per share)	$ (0.03)	$ 0.15
Weighted average number of shares outstanding:
Basic (in shares)	16,495	11,264
Diluted (in shares)	16,500	11,282
Dividends declared per common share (in dollars per share)	$ 0.01	$ 0.09

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net earnings	$ 360	$ 2,491
Unrealized (losses) gains on securities available-for-sale:
Unrealized holding (losses) gains arising during the year	(4,048)	820
Less: reclassification adjustment for gains on sales of securities available-for-sale	0	(6)
Net change in unrealized (losses) gains on securities available-for-sale	(4,048)	814
Unrealized gain on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period	349	13
Less: reclassification adjustment for gains on derivative instruments	(40)	0
Net change in unrealized gain on derivative instruments	309	13
Total other comprehensive (loss) income, before tax	(3,739)	827
Income tax effect related to items of other comprehensive (loss) income	785	(290)
Total other comprehensive (loss) income, net of tax	(2,954)	537
Total comprehensive (loss) income	$ (2,594)	$ 3,028

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Consolidated Statement of Shareholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Unearned ESOP Shares	Accumulated Other Comprehensive Loss	Retained Earnings
Beginning balance at Dec. 31, 2017	$ (254,015)	$ (40,987)	$ (1,655)	$ (168,412)	$ 937	$ 1,828	$ (45,726)
Beginning balance (in shares) at Dec. 31, 2017		121,875	16,548,829
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	360						360
Dividends on Series B and Series C preferred stock	(810)						(810)
Dividends on common stock, $0.01 per share	(165)						(165)
Restricted stock grant (in shares)			52,278
Restricted stock grant			$ 5	(5)
Restricted stock forfeitures (in shares)			(12,375)
Restricted stock forfeitures			$ (1)	1
ESOP shares released for allocation	31				31
ESOP compensation expense	10			10
Exercise of stock options	429		$ 3	426
Exercise of stock options (in shares)			33,079
Stock option and restricted stock compensation expense	(79)			(79)
Change in accumulated other comprehensive loss	(2,954)					(2,954)
Ending balance at Mar. 31, 2018	$ (250,837)	$ 40,987	$ (1,662)	$ (168,765)	$ 906	$ 4,782	$ (45,111)
Ending balance (in shares) at Mar. 31, 2018		121,875	16,621,811

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Consolidated Statement of Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Stockholders' Equity [Abstract]
Dividends on common stock (in dollars per share)	$ 0.01	$ 0.09

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net earnings	$ 360	$ 2,491
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	1,205	1,493
Accretion of purchase accounting adjustments	162	2
Provision for loan losses	0	2,800
Deferred tax expense (benefit)	1,614	(222)
Amortization of premiums on securities, net	705	686
Stock-based compensation expense	(79)	81
Net excess tax benefit from stock-based compensation	18	333
ESOP compensation expense	10	27
Net gain on sale of investment securities	0	(6)
Proceeds from Sale of Loans Held-for-sale	14,514	0
Net gain on sale of other real estate owned	(1)	(8)
Net write down of other real estate owned	48	23
Loss on transfer of loans to held for sale	875	0
Net loss (gain) on sale/disposal of premises and equipment	55	(12)
Change in accrued interest receivable	396	60
Change in accrued interest payable	(28)	(11)
Change in other assets & other liabilities, net	(136)	510
Net cash provided by operating activities	19,718	8,247
Cash flows from investing activities:
Proceeds from maturities and calls of securities available-for-sale	12,272	14,631
Proceeds from maturities and calls of securities held-to-maturity	7,583	5,865
Proceeds from sale of securities available-for-sale	410	6,462
Proceeds from sale of security held-to-maturity	0	887
Purchases of securities available-for-sale	(2,000)	(36,672)
Purchases of other investments	(682)	(7)
Net change in loans	44,026	9,687
Purchases of premises and equipment	(275)	(887)
Proceeds from sale of premises and equipment	224	144
Proceeds from sale of other real estate owned	151	612
Net cash provided by investing activities	61,709	722
Cash flows from financing activities:
Change in deposits	24,248	(6,486)
Change in securities sold under agreements to repurchase	(34,107)	(4,654)
Borrowings on Federal Home Loan Bank advances	82,500	0
Repayments of Federal Home Loan Bank advances	(95,000)	(17)
Proceeds from exercise of stock options	429	266
Payment of dividends on preferred stock	(810)	(811)
Payment of dividends on common stock	(165)	(1,024)
Net cash used by financing activities	(22,905)	(12,726)
Net increase (decrease) in cash and cash equivalents	58,522	(3,757)
Cash and cash equivalents, beginning of period	152,964	82,228
Cash and cash equivalents, end of period	211,486	78,471
Supplemental cash flow information:
Interest paid	1,654	1,476
Income taxes paid	0	0
Noncash investing and financing activities:
Transfer of loans to other real estate	0	95
Transfer of loans to held for sale	221	0
Change in accrued common stock dividends	1	1
Change in unrealized gains/losses on securities available-for-sale, net of tax	(3,198)	529
Change in unrealized gains on derivative instruments, net of tax	244	8
Net change in loan to ESOP	$ 31	$ 109

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Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the financial position of MidSouth Bancorp, Inc. (the “Company”) and its subsidiaries as of March 31, 2018 and the results of their operations and their cash flows for the periods presented. The interim financial information should be read in conjunction with the annual consolidated financial statements and the notes thereto included in the Company’s 2017 Annual Report on Form 10-K.

The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire year.

Use of Estimates — The preparation of financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies — The accounting and reporting policies of the Company conform with GAAP and general practices within the banking industry.  There have been no material changes or developments in the application of accounting principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our 2017 Annual Report on Form 10-K.

Recent Accounting Pronouncements — ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities was issued to clarify certain aspects of the guidance on recognizing and measuring financial assets and liabilities in ASU 2016-01:

• Clarification regarding the ability to discontinue application of the measurement alternative for equity securities without a readily determinable fair value

• Clarification of the measurement date for fair value adjustments to the carrying amount of equity securities without a readily determinable fair value for which the measurement alternative is elected

• Clarification of the unit of account for fair value adjustments to forward contracts and purchased options on equity securities without a readily determinable fair value for which the measurement alternative is expected to be elected

• Presentation requirements for certain hybrid financial liabilities for which the fair value option is elected

• Measurement of financial liabilities denominated in a foreign currency for which the fair value option is elected

• Transition guidance for equity securities without a readily determinable fair value

The effective date of this Update is for fiscal years beginning on or after December 15, 2017 and for interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017 and June 15, 2018 are not required to adopt the amendments until interim periods beginning after June 15, 2018. Adoption of this Update is not expected to have a material effect on the Company's financial position, results of operations or its financial statement disclosures.

Adoption of New Accounting Standards — In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers, which created a new principle-based framework to determine when and how an entity recognizes revenue from its customer contracts. FASB has established a core principle for recognizing revenue within the new rules, which states that revenue should only be recorded when services are provided or goods are transferred to customers at the agreed price. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit and investment securities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Description of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

• Service charges on deposits - We collect service charges on most of our non-maturity deposits accounts on a monthly basis. Our fee earned is collected monthly when a particular cycle for a non-maturity deposit account closes. Each cycle is monthly and the fee earned is for our service for the month just closed. Our performance obligations are to process transactions, pay interest (on interest-bearing accounts), collect deposits, and allow access to on-line banking applications and other services ancillary to a banking relationship. Each month when our fee is charged, our obligation is complete. The contract-relationship is a month to month obligation - i.e. our obligation to perform these services would end if the customer closes their deposit account with MidSouth.

• ATM and debit card income - ATM fees primarily consist of surcharges assessed to our customers for using a non-Bank ATM or a non-Bank customer using our ATM. Debit card income represents revenues earned from interchange fees, which are earned on debit card transactions conducted with payment networks. Such fees are generally recognized concurrently with the delivery of services on a daily basis.

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Investment Securities

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Investment Securities

Investment Securities

The portfolio of investment securities consisted of the following (in thousands):

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	20,943	$	75	$	825	$	20,193
GSE mortgage-backed securities	55,926		561		976		55,511
Collateralized mortgage obligations: residential	194,647		103		6,743		188,007
Collateralized mortgage obligations: commercial	2,230		—		47		2,183
Mutual funds	2,100		—		74		2,026
Corporate debt securities	25,565		579		94		26,050
	$	301,411	$	1,318	$	8,759	$	293,970
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	23,042	$	209	$	442	$	22,809
GSE mortgage-backed securities	58,620		825		321		59,124
Collateralized mortgage obligations: residential	202,573		90		4,508		198,155
Collateralized mortgage obligations: commercial	2,274		—		34		2,240
Mutual funds	2,100		—		39		2,061
Corporate debt securities	23,975		837		10		24,802
	$	312,584	$	1,961	$	5,354	$	309,191

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	30,550	$	162	$	113	$	30,599
GSE mortgage-backed securities	33,930		—		598		33,332
Collateralized mortgage obligations: residential	7,120		—		387		6,733
Collateralized mortgage obligations: commercial	1,655		—		12		1,643
	$	73,255	$	162	$	1,110	$	72,307
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	35,908	$	265	$	22	$	36,151
GSE mortgage-backed securities	35,751		171		219		35,703
Collateralized mortgage obligations: residential	7,450		—		321		7,129
Collateralized mortgage obligations: commercial	1,943		—		6		1,937
	$	81,052	$	436	$	568	$	80,920

With the exception of one private-label collateralized mortgage obligations (“CMOs”) with a balance remaining of $7,000 at March 31, 2018, all of the Company’s CMOs are government-sponsored enterprise (“GSE”) securities.

The following table presents the amortized cost and fair value of debt securities at March 31, 2018 by contractual maturity (in thousands).   Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

	Amortized Cost		Fair Value
Available-for-sale:
Due in one year or less	$	—	$	—
Due after one year through five years	7,124		7,116
Due after five years through ten years	43,042		43,443
Due after ten years	249,145		241,385
	$	299,311	$	291,944
	Amortized Cost		Fair Value
Held-to-maturity:
Due in one year or less	$	1,392	$	1,389
Due after one year through five years	5,061		5,023
Due after five years through ten years	45,316		44,731
Due after ten years	21,486		21,164
	$	73,255	$	72,307

Details concerning investment securities with unrealized losses are as follows (in thousands):

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized  Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and  political subdivisions	$	1,622	$	28	$	12,343	$	797	$	13,965	$	825
GSE mortgage-backed  securities	35,985		791		5,568		185		41,553		976
Collateralized mortgage  obligations: residential	54,829		1,208		130,399		5,535		185,228		6,743
Collateralized mortgage  obligations: commercial	—		—		2,183		47		2,183		47
Mutual funds	2,026		74		—		—		2,026		74
Corporate debt securities	4,496		94		—		—		4,496		94
	$	98,958	$	2,195	$	150,493	$	6,564	$	249,451	$	8,759
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and political subdivisions	$	596	$	5	$	12,716	$	437	$	13,312	$	442
GSE mortgage-backed  securities	29,725		224		5,858		97		35,583		321
Collateralized mortgage  obligations: residential	57,665		548		137,598		3,960		195,263		4,508
Collateralized mortgage  obligations: commercial	—		—		2,240		34		2,240		34
Mutual funds	2,061		39		—		—		2,061		39
Corporate debt securities	2,990		10		—		—		2,990		10
	$	93,037	$	826	$	158,412	$	4,528	$	251,449	$	5,354

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	9,893	$	113	$	—	$	—	$	9,893	$	113
GSE mortgage-backed securities	$	28,673	$	380	$	4,658	$	218	$	33,331	$	598
Collateralized mortgage obligations: residential	$	—	$	—	$	6,734	$	387	$	6,734	$	387
Collateralized mortgage obligations: commercial	1,643		12		—		—		1,643		12
	$	40,209	$	505	$	11,392	$	605	$	51,601	$	1,110
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	6,340	$	22	$	—	$	—	$	6,340	$	22
GSE mortgage-backed securities	11,201		89		4,961		130		16,162		219
Collateralized mortgage obligations: residential	—		—		7,129		321		7,129		321
Collateralized mortgage obligations: commercial	1,937		6		—		—		1,937		6
	$	19,478	$	117	$	12,090	$	451	$	31,568	$	568

Management evaluates each quarter whether unrealized losses on securities represent impairment that is other than temporary. For debt securities, the Company considers its intent to sell the securities or if it is more likely than not the Company will be required to sell the securities.  If such impairment is identified, based upon the intent to sell or the more likely than not threshold, the carrying amount of the security is reduced to fair value with a charge to earnings. Upon the result of the aforementioned review, management then reviews for potential other than temporary impairment based upon other qualitative factors.  In making this evaluation, management considers changes in market rates relative to those available when the security was acquired, changes in market expectations about the timing of cash flows from securities that can be prepaid, performance of the debt security, and changes in the market’s perception of the issuer’s financial health and the security’s credit quality.  If determined that a debt security has incurred other than temporary impairment, then the amount of the credit related impairment is determined.  For equity securities, management reviews the near term prospects of the issuer, the nature and cause of the unrealized loss, the severity and duration of the impairments and other factors when determining if an unrealized loss is other than temporary. If a credit loss is evident, the amount of the credit loss is charged to earnings and the non-credit related impairment is recognized through other comprehensive income.

As of March 31, 2018, 106 securities had unrealized losses totaling 3.17% of the individual securities’ amortized cost basis and 2.63% of the Company’s total amortized cost basis.  Of the 106 securities, 45 had been in an unrealized loss position for over twelve months at March 31, 2018.  These 45 securities had an amortized cost basis and unrealized loss of $169.1 million and $7.2 million, respectively.  The unrealized losses on debt securities at March 31, 2018 resulted from changing market interest rates over the yields available at the time the underlying securities were purchased.  Management identified no impairment related to credit quality.  At March 31, 2018, management had the intent and ability to hold impaired securities and no impairment was evaluated as other than temporary.  As a result, no other than temporary impairment losses were recognized during the three months ended March 31, 2018.

During the three months ended March 31, 2018, the Company sold 1 security classified as available-for-sale. The security was sold at book value; therefore, no gain or loss was recorded on the transaction. During the three months ended March 31, 2017, the Company sold 10 securities classified as available-for-sale and 1 security classified as held-to-maturity. Of the available-for-sale securities, 7 securities were sold with gains totaling $108,000 and 3 securities were sold at a loss of $109,000 for a net loss of $1,000. The decision to sell the 1 held-to-maturity security, which was sold at a gain of $7,000, was based on the pre-refunding of the bond which would accelerate the maturity of the bond by 15 years with an anticipated call date within six months.

Securities with an aggregate carrying value of approximately $187.0 million and $177.9 million at March 31, 2018 and December 31, 2017, respectively, were pledged to secure public funds on deposit and for other purposes required or permitted by law.

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Credit Quality of Loans and Allowance for Loan Losses

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Credit Quality of Loans and Allowance for Loan Losses

Credit Quality of Loans and Allowance for Loan Losses

The loan portfolio consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Commercial, financial and agricultural	$	401,048		$	435,207
Real estate – construction	94,679			90,287
Real estate – commercial	438,779			448,406
Real estate – residential	145,671			146,751
Installment loans to individuals	50,888			56,398
Lease financing receivable	692			732
Other	5,498			5,645
	1,137,255			1,183,426
Less allowance for loan losses	(25,371		)	(26,888		)
	$	1,111,884		$	1,156,538

The Company monitors loan concentrations and evaluates individual customer and aggregate industry leverage, profitability, risk rating distributions, and liquidity for each major standard industry classification segment.  At March 31, 2018, one industry segment concentration, the oil and gas industry, constituted more than 10% of the loan portfolio.  The Company’s exposure in the oil and gas industry, including related service and manufacturing industries, totaled approximately $172.8 million, or 15.2% of total loans.  Additionally, the Company’s exposure to loans secured by commercial real estate is monitored.  At March 31, 2018, loans secured by commercial real estate (including commercial construction, farmland and multifamily loans) totaled approximately $502.5 million, 54% of which are secured by owner-occupied commercial properties.  Of the $502.5 million in loans secured by commercial real estate, $26.2 million, or 5.2%, were on nonaccrual status at March 31, 2018.

Allowance for Loan Losses

The allowance for loan losses is a valuation account available to absorb probable losses on loans. All losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is likely to occur. Recoveries are credited to the allowance for loan losses at the time of recovery.  Quarterly, the probable level of losses in the existing portfolio is estimated through consideration of various factors.  Based on these estimates, the allowance for loan losses is increased by charges to earnings and decreased by charge‑offs (net of recoveries).

The allowance is composed of general reserves and specific reserves.  General reserves are determined by applying loss percentages to segments of the portfolio.  The loss percentages are based on each segment’s historical loss experience, generally over the past three to five years, and adjustment factors derived from conditions in the Company’s internal and external environment.  All loans considered to be impaired are evaluated on an individual basis to determine specific reserve allocations in accordance with GAAP.  Loans for which specific reserves are provided are excluded from the calculation of general reserves.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance for loan losses is recorded for these loans at acquisition. Methods utilized to estimate any subsequently required allowance for loan losses for acquired loans not deemed credit-impaired at acquisition are similar to originated loans; however, the estimate of loss is based on the unpaid principal balance and then compared to any remaining unaccreted purchase discount. To the extent that the calculated loss is greater than the remaining unaccreted purchase discount, an allowance is recorded for such difference.

The Company has an internal loan review department that is independent of the lending function to challenge and corroborate the loan grade assigned by the lender and to provide additional analysis in determining the adequacy of the allowance for loan losses. Additionally, the Company utilizes the services of a third party to supplement its loan review efforts.

A rollforward of the activity within the allowance for loan losses by loan type and recorded investment in loans for the three months ended March 31, 2018 and 2017 is as follows (in thousands):

	March 31, 2018
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable		Other		Total
Allowance for loan losses:
Beginning balance	$	20,577		$	596		$	3,893		$	837		$	957		$	3	$	25	$	26,888
Charge-offs	(1,524		)	(2		)	(86		)	(3		)	(221		)	—		—		(1,836		)
Recoveries	276			—			6			1			36			—		—		319
Provision	(264		)	159			(106		)	64			146			—		1		—
Ending balance	$	19,065		$	753		$	3,707		$	899		$	918		$	3	$	26	$	25,371
Ending balance: individually evaluated for impairment	$	5,968		$	94		$	76		$	20		$	6		$	—	$	—	$	6,164
Ending balance: collectively evaluated for impairment	$	13,097		$	659		$	3,631		$	879		$	912		$	3	$	26	$	19,207
Loans:
Ending balance	$	401,048		$	94,679		$	438,779		$	145,671		$	50,888		$	692	$	5,498	$	1,137,255
Ending balance: individually evaluated for impairment	$	55,092		$	192		$	26,005		$	2,088		$	50		$	—	$	—	$	83,427
Ending balance: collectively evaluated for impairment	$	345,956		$	94,487		$	412,774		$	143,583		$	50,838		$	692	$	5,498	$	1,053,828

	March 31, 2017
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable			Other		Total
Allowance for loan losses:
Beginning balance	$	16,057		$	585		$	5,384		$	940		$	1,395		$	5		$	6	$	24,372
Charge-offs	(1,705		)	—			(823		)	(117		)	(261		)	—			—		(2,906		)
Recoveries	154			—			10			90			58			—			—		312
Provision	3,832			(321		)	(238		)	(249		)	(222		)	(2		)	—		2,800
Ending balance	$	18,338		$	264		$	4,333		$	664		$	970		$	3		$	6	$	24,578
Ending balance: individually evaluated for impairment	$	4,173		$	9		$	1,656		$	217		$	160		$	—		$	—	$	6,215
Ending balance: collectively evaluated for impairment	$	14,165		$	255		$	2,677		$	447		$	810		$	3		$	6	$	18,363
Loans:
Ending balance	$	469,815		$	100,248		$	464,859		$	159,426		$	75,258		$	969		$	1,425	$	1,272,000
Ending balance: individually evaluated for impairment	$	35,346		$	26		$	20,623		$	1,956		$	487		$	—		$	—	$	58,438
Ending balance: collectively evaluated for impairment	$	434,469		$	100,222		$	443,802		$	157,401		$	74,771		$	969		$	1,425	$	1,213,059
Ending balance: loans acquired with deteriorated credit quality	$	—		$	—		$	434		$	69		$	—		$	—		$	—	$	503

Non-Accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.  Loans are placed on non-accrual status when, in management’s opinion, the probability of collection of interest is deemed insufficient to warrant further accrual.  For loans placed on non-accrual status, the accrual of interest is discontinued and subsequent payments received are applied to the principal balance.  Interest income is recorded after principal has been satisfied and as payments are received.  Non-accrual loans may be returned to accrual status if all principal and interest amounts contractually owed are reasonably assured of repayment within a reasonable period and there is a period of at least six months to one year of repayment performance by the borrower depending on the contractual payment terms.

An age analysis of past due loans (including both accruing and non-accruing loans) is as follows (in thousands):

	March 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days  and Accruing
Commercial, financial, and agricultural	$	2,235	$	3,156	$	12,816	$	18,207	$	382,841	$	401,048	$	1
Real estate - construction	927		1,179		192		2,298		92,381		94,679		—
Real estate - commercial	5,681		6,079		11,330		23,090		415,689		438,779		—
Real estate - residential	657		1,137		1,187		2,981		142,690		145,671		—
Installment loans to individuals	202		125		50		377		50,511		50,888		—
Lease financing receivable	—		—		—		—		692		692		—
Other loans	65		16		—		81		5,417		5,498		—
	$	9,767	$	11,692	$	25,575	$	47,034	$	1,090,221	$	1,137,255	$	1
	December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days and Accruing
Commercial, financial, and agricultural	$	1,195	$	1,893	$	14,847	$	17,935	$	417,272	$	435,207	$	545
Real estate - construction	616		—		190		806		89,481		90,287		125
Real estate - commercial	5,889		6,402		4,163		16,454		431,952		448,406		58
Real estate - residential	1,065		235		559		1,859		144,892		146,751		—
Installment loans to individuals	276		32		34		342		56,056		56,398		—
Lease financing receivable	—		—		—		—		732		732		—
Other loans	—		—		—		—		5,645		5,645		—
	$	9,041	$	8,562	$	19,793	$	37,396	$	1,146,030	$	1,183,426	$	728

Non-accrual loans are as follows (in thousands):

	March 31, 2018		December 31, 2017
Commercial, financial, and agricultural	$	53,939	$	37,418
Real estate - construction	192		66
Real estate - commercial	26,006		11,128
Real estate - residential	2,088		618
Installment loans to individuals	50		48
Lease financing receivable	—		—
Other	—		—
	$	82,275	$	49,278

The amount of interest that would have been recorded on non-accrual loans, had the loans not been classified as non-accrual, totaled approximately $1.5 million and $931,000 for the three months ended March 31, 2018 and 2017, respectively.  Interest actually received on non-accrual loans subsequent to their transfer to non-accrual status totaled $68,000 and $244,000 for the three months ended March 31, 2018 and 2017, respectively.

Impaired Loans

Loans are considered impaired when, based upon current information, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans classified as special mention, substandard, or doubtful, based on credit risk rating factors, are reviewed to determine whether impairment testing is appropriate.  All loan relationships with an outstanding commitment balance above a specified threshold are evaluated for potential impairment. All loan relationships with an outstanding commitment balance below the specified threshold are assigned an allowance allocation percentage that is determined by management and adjusted periodically based on certain factors. An allowance for each impaired loan is calculated based on the present value of expected future cash flows discounted at the loan’s effective interest rate or at the loan’s observable market price or the fair value of the collateral if the loan is collaterally dependent.  All impaired loans are reviewed, at a minimum, on a quarterly basis.  Existing valuations are reviewed to determine if additional discounts or new appraisals are required.  After this review, when comparing the resulting collateral valuation to the outstanding loan balance, if the discounted collateral value exceeds the loan balance no specific allocation is reserved. 

 The following table presents loans that are individually evaluated for impairment (in thousands). Interest income recognized represents interest on accruing loans modified in a TDR.

	March 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	44,445	$	50,416	$	—	$	34,552	$	18
Real estate - construction	—		—		—		—		—
Real estate - commercial	25,250		27,514		—		17,861		—
Real estate - residential	1,400		1,400		—		851		—
Installment loans to individuals	24		24		—		12		—
Finance leases	—		—		—		—		—
Subtotal:	71,119		79,354		—		53,276		18
With an allowance recorded:
Commercial, financial, and agricultural	10,647		10,802		5,968		12,383		—
Real estate - construction	192		192		94		129		—
Real estate - commercial	755		755		76		706		—
Real estate - residential	688		688		20		502		—
Installment loans to individuals	26		26		6		37		—
Finance leases	—		—		—		—		—
Subtotal:	12,308		12,463		6,164		13,757		—
Totals:
Commercial	81,097		89,487		6,044		65,502		18
Construction	192		192		94		129		—
Residential	2,088		2,088		20		1,353		—
Consumer	50		50		6		49		—
Grand total:	$	83,427	$	91,817	$	6,164	$	67,033	$	18

	December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	24,659	$	30,630	$	—	$	19,880	$	90
Real estate - construction	—		—		—		5		—
Real estate - commercial	10,471		11,965		—		11,590		—
Real estate - residential	302		302		—		602		—
Installment loans to individuals	—		—		—		37		—
Subtotal:	35,432		42,897		—		32,114		90
With an allowance recorded:
Commercial, financial, and agricultural	14,119		14,150		7,197		15,245		1
Real estate - construction	66		136		23		33		—
Real estate - commercial	657		657		131		8,318		—
Real estate - residential	316		316		5		620		—
Installment loans to individuals	48		50		14		258		—
Subtotal:	15,206		15,309		7,370		24,474		1
Totals:
Commercial	49,906		57,402		7,328		55,033		91
Construction	66		136		23		38		—
Residential	618		618		5		1,222		—
Consumer	48		50		14		295		—
Grand total:	$	50,638	$	58,206	$	7,370	$	56,588	$	91

Credit Quality

The Company manages credit risk by observing written underwriting standards and the lending policy established by the Board of Directors and management to govern all lending activities.  The risk management program requires that each individual loan officer review his or her portfolio on a quarterly basis and assign recommended credit ratings on each loan.  These efforts are supplemented by independent reviews performed by a loan review officer and other validations performed by the internal audit department.  The results of the reviews are reported directly to the Audit Committee of the Board of Directors.

Loans are categorized into risk categories based on relevant information about the ability of borrowers to serve their debt, such as: current financial information, historical payment experience, credit documentation, public information, current economic trends, and other factors. Loans are analyzed individually and classified according to their credit risk. This analysis is performed on a continuous basis. The following definitions are used for risk ratings:

Special Mention: Weakness exists that could cause future impairment, including the deterioration of financial ratios, past due status, and questionable management capabilities. Collateral values generally afford adequate coverage but may not be immediately marketable.

Substandard: Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. Currently the borrower maintains the capacity to service the debt. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

Doubtful: Specific weaknesses characterized as Substandard exist that are severe enough to make collection in full unlikely. There is no reliable secondary source of full repayment. Loans classified as Doubtful will usually be placed on non-accrual status. The probability of some loss is extremely high but because of certain important and reasonably specific factors, the amount of loss cannot be determined.

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

The following tables present the classes of loans by risk rating (in thousands):

	March 31, 2018
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
			Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass			$	326,697	$	393,327	$	720,024	85.73	%
Special mention			8,718		5,798		14,516		1.73	%
Substandard			65,633		39,654		105,287		12.54	%
			$	401,048	$	438,779	$	839,827	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - construction		% of Total
Pass							$	92,978	98.20	%
Special mention							167		0.18	%
Substandard							1,534		1.62	%
							$	94,679	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - residential		% of Total
Pass							$	140,883	96.71	%
Special mention							854		0.59	%
Substandard							3,934		2.70	%
							$	145,671	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
	Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing	$	50,837	$	692	$	5,498	$	57,027	99.91	%
Nonperforming	51		—		—		51		0.09	%
	$	50,888	$	692	$	5,498	$	57,078	100.00	%

	December 31, 2017
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
				Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass				$	358,373	$	411,280	$	769,653	87.10	%
Special mention				9,687		3,823		13,510		1.53	%
Substandard				67,147		33,303		100,450		11.37	%
				$	435,207	$	448,406	$	883,613	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - construction		% of Total
Pass								$	89,323	98.93	%
Special mention								600		0.66	%
Substandard								364		0.40	%
								$	90,287	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - residential		% of Total
Pass								$	144,250	98.30	%
Special mention								1,233		0.84	%
Substandard								1,268		0.86	%
								$	146,751	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
		Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing		$	56,041	$	699	$	5,645	$	62,385	99.38	%
Nonperforming		357		33		—		390		0.62	%
		$	56,398	$	732	$	5,645	$	62,775	100.00	%

Troubled Debt Restructurings

A troubled debt restructuring (“TDR”) is a restructuring of a debt made by the Company to a debtor for economic or legal reasons related to the debtor’s financial difficulties that it would not otherwise consider.  The Company grants the concession in an attempt to protect as much of its investment as possible.

The following tables present information about TDRs that were modified during the periods presented by portfolio segment (in thousands):

	Three months ended
	March 31, 2018			March 31, 2017
	Number of loans	Pre-modification recorded investment		Number of loans	Pre-modification recorded investment
Commercial, financial and agricultural	—	$	—	1	$	1,984

During the three month periods ending March 31, 2018 and 2017, there were no defaults on any loans that were modified as TDRs during the preceding twelve months. The Company defines a payment default as any loan that is greater than 30 days past due or was past due greater than 30 days at any point during the reporting period, or since the date of modification, whichever is shorter.

For purposes of the determination of an allowance for loan losses on these TDRs, as an identified TDR, the Company considers a loss probable on the loan and, as a result is reviewed for specific impairment in accordance with the Company’s allowance for loan loss methodology.  If it is determined losses are probable on such TDRs, either because of delinquency or other credit quality indicator, the Company establishes specific reserves for these loans. As of March 31, 2018, there were no commitments to lend additional funds to debtors owing sums to the Company whose terms have been modified in TDRs.

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Intangibles

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

Intangibles

A summary of core deposit intangible assets as of March 31, 2018 and December 31, 2017 is as follows (in thousands):

	March 31, 2018			December 31, 2017
Gross carrying amount	$	11,674		$	11,674
Less accumulated amortization	(8,436		)	(8,159		)
Net carrying amount	$	3,238		$	3,515

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Derivatives

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

On July 6, 2016, the Company entered into two forward interest rate swap contracts on a reverse repurchase agreement and long-term FHLB advances. The interest rate swap contracts were designated as derivative instruments in a cash flow hedge under ASC Topic 815, Derivatives and Hedging to convert forecasted variable interest payment to a fixed rate and the Company has concluded that the forecasted transactions are probable of occurring. For cash flow hedges, the effective portion of the gain or loss related to the derivative instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately.

No ineffectiveness related to the interest rate swaps designated as cash flow hedges was recognized in the consolidated statements of income for the three months ended March 31, 2018. The accumulated net after-tax income related to the effective cash flow hedge included in accumulated other comprehensive income is reflected in Note 6 - Other Comprehensive (Loss) Income.

The following table discloses the notional amounts and fair value of derivative instruments in the Company's balance sheet as of March 31, 2018 and December 31, 2017 (in thousands):

		Notional Amounts				Fair Value
	Type of Hedge	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Interest rate swaps included in other assets	Cash Flow	$	27,500	$	27,500	$	1,387	$	1,078

The following tables present the pre-tax effect of hedging derivative instruments on the Company's consolidated statements of operations:

	Amount of Gain Recognized in OCI on Derivative (Effective Portion)		Location of Gain Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain Reclassified from Accumulated OCI into Income (Effective Portion)
	Three Months Ended March 31,			Three Months Ended March 31,
	2018	2017		2018	2017
Interest rate swaps	309	13	Interest Expense	40	—

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Other Comprehensive (Loss) Income

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Other Comprehensive (Loss) Income

Other Comprehensive (Loss) Income

The following is a summary of the tax effects allocated to each component of other comprehensive (loss) income (in thousands):

	Three Months Ended March 31,
	2018									2017
	Before Tax Amount			Tax Effect			Net of Tax Amount			Before Tax Amount			Tax Effect			Net of Tax Amount
Other comprehensive (loss) income:
Securities available-for-sale:
Change in unrealized gains/losses during period	$	(4,048	)	$	850		$	(3,198	)	$	820		$	(287	)	$	533
Reclassification adjustment for gains included in net income	—			—			—			(6		)	2			(4		)
Derivative instruments designated as cash flow hedges:
Change in fair value of derivative instruments designated as cash flow hedges	349			(73		)	276			13			(5		)	8
Reclassification adjustment for gains included in net income	(40		)	8			(32		)	—			—			—
Total other comprehensive (loss) income	$	(3,739	)	$	785		$	(2,954	)	$	827		$	(290	)	$	537

The reclassifications out of accumulated other comprehensive (loss) income into net income are presented below (in thousands):

	Three Months Ended March 31,
	2018				2017
Details about Accumulated Other Comprehensive (Loss) Income Components	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement Line Item	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement  Line Item
Unrealized gains and losses on securities available-for-sale:
	$	—		Gain on sale of securities, net	$	(6	)	Gain on sale of securities, net
	—			Tax expense	2			Tax expense
	$	—		Net of tax	$	(4	)	Net of tax
Gains on derivative instruments:
	$	(40	)	Interest expense	$	—		Interest expense
	8			Tax expense	—			Tax expense
	$	(32	)	Net of tax	$	—		Net of tax

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Earnings Per Common Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

Following is a summary of the information used in the computation of earnings per common share (in thousands):

	Three Months Ended March 31,
	2018			2017
Net (loss) earnings available to common shareholders	$	(450	)	$	1,680
Dividends on Series C preferred stock	—			—
Adjusted net earnings available to common shareholders	$	(450	)	$	1,680
Weighted average number of common shares outstanding used in computation of basic earnings per common share	16,495			11,264
Effect of dilutive securities:
Stock options	5			14
Restricted stock	—			4
Weighted average number of common shares outstanding plus effect of dilutive securities – used in computation of diluted earnings per share	16,500			11,282

On July 11, 2017, the Company completed the sale of an additional 516,700 shares of its common stock, pursuant to the partial exercise of the option to purchase additional shares granted to the underwriter in connection with the Company’s recently completed public offering of 4,583,334 shares at $12.00 per share. The partial exercise of the underwriter’s option to purchase additional shares resulted in additional gross proceeds of approximately $6.2 million bringing the total gross proceeds to approximately $61.2 million and total net proceeds to approximately $57.2 million.

Following is a summary of the securities that were excluded from the computation of diluted earnings per share because the effects of the shares were anti-dilutive (in thousands):

	Three Months Ended March 31,
	2018	2017
Stock options	43	84
Restricted stock	—	4
Shares subject to the outstanding warrant issued in connection with the CPP transaction	104	104
Convertible preferred stock	—	507

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Fair Value Measurement

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  These levels are:

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities which are either recorded or disclosed at fair value.

Cash and Due From Banks, Interest-Bearing Deposits in Banks and Federal Funds Sold—The carrying value of these short-term instruments is a reasonable estimate of fair value.

Securities Available-for-Sale—Securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds.  Securities are classified as Level 2 within the valuation hierarchy when the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things. Level 2 inputs are used to value U.S. Agency securities, mortgage-backed securities, asset-backed securities, municipal securities, single issue trust preferred securities, certain pooled trust preferred securities, collateralized debt obligations and certain equity securities that are not actively traded.

Securities Held-to-Maturity—The fair value of securities held-to-maturity is estimated using the same measurement techniques as securities available-for-sale.

Other Investments—The carrying value of other investments is a reasonable estimate of fair value.

Loans—For disclosure purposes, the fair value of fixed rate loans 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.  For variable rate loans, the carrying amount is a reasonable estimate of fair value.  The Company does not record loans at fair value on a recurring basis.  No adjustment to fair value is taken related to illiquidity discounts.  However, from time to time, a loan is considered impaired and an allowance for loan losses is established.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Once a loan is identified as individually impaired, management uses one of three methods to measure impairment, which, include collateral value, market value of similar debt, and discounted cash flows.  Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.  Impaired loans where an allowance is established based on the fair value of collateral or where the loan balance has been charged down to fair value require classification in the fair value hierarchy.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and adjusts the appraisal value by taking an additional discount for market conditions and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

For non-performing loans, collateral valuations currently in file are reviewed for acceptability in terms of timeliness and applicability.  Although each determination is made based on the facts and circumstances of each credit, generally valuations are no longer considered acceptable when there has been physical deterioration of the property from when it was last appraised, or there has been a significant change in the underlying assumptions of the appraisal.  If the valuation is deemed to be unacceptable, a new appraisal is ordered.  New appraisals are typically received within 4-6 weeks.  While awaiting new appraisals, the valuation in the file is utilized, net of discounts.  Discounts are derived from available relevant market data, selling costs, taxes, and insurance.  Any perceived collateral deficiency utilizing the discounted value is specifically reserved (as required by ASC Topic 310) until the new appraisal is received or charged off.  Thus, provisions or charge-offs are recognized in the period the credit is identified as non-performing.

The following sources are utilized to set appropriate discounts: in-market real estate agents, current local sales data, bank history for devaluation of similar property, Sheriff’s valuations and buy/sell contracts.  If a real estate agent is used to market and sell the property, values are discounted 10% for selling costs.  Additional discounts may be applied if research from the above sources indicates a discount is appropriate given devaluation of similar property from the time of the initial valuation.

Other Real Estate—Other real estate (“ORE”) properties are adjusted to fair value upon transfer of the loans to other real estate, and annually thereafter to insure other real estate assets are carried at the lower of carrying value or fair value.  Exceptions to obtaining initial appraisals are properties where a buy/sell agreement exists for the loan value or greater, or where a Sheriff’s valuation has been received for properties liquidated through a Sheriff sale.  Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the ORE as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and adjusts the appraisal value by taking an additional discount for market conditions and there is no observable market prices, the Company records the ORE asset as nonrecurring Level 3.

Assets Held For Sale—Assets held for sale are carried at the lower of carrying value or fair value. Fair value is based upon appraised values.

Cash Surrender Value of Life Insurance Policies—Fair value for life insurance cash surrender value is based on cash surrender values indicated by the insurance companies.

Derivative Financial Instruments—The fair value of derivatives are determined by an independent valuation firm and are estimated using prices of financial instruments with similar characteristics. As a result, they are classified within Level 2 of the fair value hierarchy.

Deposits—The fair value of demand deposits, savings accounts, NOW accounts, and money market deposits is the amount payable on demand at the reporting 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 estimated fair value does not include customer related intangibles.

Securities Sold Under Agreements to Repurchase—The fair value approximates the carrying value of securities sold under agreements to repurchase due to their short-term nature.

Short-term Federal Home Loan Bank Advances —The fair value approximates the carrying value of short-term FHLB advances due to their short-term nature.

Long-term Federal Home Loan Bank Advances—The fair value of long-term FHLB advances is estimated using a discounted cash flow analysis that applies interest rates currently being offered on similar types of borrowings with similar terms.

Junior Subordinated Debentures—For junior subordinated debentures that bear interest on a floating basis, the carrying amount approximates fair value.  For junior subordinated debentures that bear interest on a fixed rate basis, the fair value is estimated using a discounted cash flow analysis that applies interest rates currently being offered on similar types of borrowings.

Commitments to Extend Credit, Standby Letters of Credit and Credit Card Guarantees—Because commitments to extend credit and standby letters of credit are generally short-term and made using variable rates, the carrying value and estimated fair value associated with these instruments are immaterial.

Assets Recorded at Fair Value

The table below presents information about certain assets and liabilities measured at fair value on a recurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	20,193	$	—	$	20,193	$	—
GSE mortgage-backed securities	55,511		—		55,511		—
Collateralized mortgage obligations: residential	188,007		—		188,007		—
Collateralized mortgage obligations: commercial	2,183		—		2,183		—
Mutual funds	2,026		2,026		—		—
Corporate debt securities	26,050		—		26,050		—
Total available-for-sale securities	$	293,970	$	2,026	$	291,944	$	—
Derivative assets	$	1,387	$	—	$	1,387	$	—

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	22,809	$	—	$	22,809	$	—
GSE mortgage-backed securities	59,124		—		59,124		—
Collateralized mortgage obligations: residential	198,155		—		198,155		—
Collateralized mortgage obligations: commercial	2,240		—		2,240		—
Mutual funds	2,061		2,061		—		—
Corporate debt securities	24,802		—		24,802		—
Total available-for-sale securities	$	309,191	$	2,061	$	307,130	$	—
Derivative assets	$	1,078	$	—	$	1,078	$	—

The Company records impaired loans at fair value, measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are considered level 3 assets when measured using appraisals from third parties, discounted for selling costs and other collateral-based discounts. Other real estate properties are considered level 3 assets when measured using appraisals from third parties, discounted for selling costs, information from comparable sales and marketability of the property. Assets held for sale are considered level 2 assets when measured using appraisals from third parties. The following tables present the Company's financial assets that are measured at fair values on a nonrecurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Impaired loans	$	13,758	$	—	$	—	$	13,758
Loans held for sale	1,117		—		1,117		—
Other real estate	1,803		—		—		1,803
Assets held for sale	3,995		—		3,995		—
	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	10,227	$	—	$	—	$	10,227
Loans held for sale	15,737		—		15,737		—
Other real estate	2,001		—		—		2,001
Assets held for sale	3,572		—		3,572		—

The following table shows the significant unobservable inputs used in the fair value measurement of Level 3 assets:

	Fair Value at
Description	March 31, 2018		Technique	Unobservable Inputs
Impaired loans	$	13,758	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	1,803		Third party appraisals	Collateral discounts and estimated costs to sell
	Fair Value at
Description	December 31, 2017		Technique	Unobservable Inputs
Impaired loans	$	10,227	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	2,001		Third party appraisals	Collateral discounts and estimated costs to sell

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on many judgments.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment.  In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows at March 31, 2018 and December 31, 2017 (in thousands):

			Fair Value Measurements at March 31, 2018 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	211,486	$	211,486	$	—	$	—
Securities held-to-maturity	73,255		—		72,307		—
Other investments	12,896		12,896		—		—
Loans, net	1,111,884		—		—		1,115,895
Cash surrender value of life insurance policies	14,948		—		14,948		—
Financial liabilities:
Non-interest-bearing deposits	427,504		—		427,504		—
Interest-bearing deposits	1,076,433		—		901,846		171,757
Securities sold under agreements to repurchase	33,026		33,026		—		—
Short-term Federal Home Loan Bank advances	27,500		27,500		—		—
Long-term Federal Home Loan Bank advances	10,016		—		9,991		—
Junior subordinated debentures	22,167		—		22,167		—

			Fair Value Measurements at December 31, 2017 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	152,964	$	152,964	$	—	$	—
Securities held-to-maturity	81,052		—		80,920		—
Other investments	12,214		12,214		—		—
Loans, net	1,156,538		—		—		1,160,614
Cash surrender value of life insurance policies	14,896		—		14,896		—
Financial liabilities:
Non-interest-bearing deposits	416,547		—		416,547		—
Interest-bearing deposits	1,063,142		—		881,139		179,910
Securities sold under agreements to repurchase	67,133		67,133		—		—
Short-term Federal Home Loan Bank advances	40,000		40,000		—		—
Long-term Federal Home Loan Bank advances	10,021		—		10,011		—
Junior subordinated debentures	22,167		—		22,167		—

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

Use of Estimates — The preparation of financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies — The accounting and reporting policies of the Company conform with GAAP and general practices within the banking industry.  There have been no material changes or developments in the application of accounting principles or in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our 2017 Annual Report on Form 10-K.

Recent Accounting Pronouncements

Recent Accounting Pronouncements — ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities was issued to clarify certain aspects of the guidance on recognizing and measuring financial assets and liabilities in ASU 2016-01:

• Clarification regarding the ability to discontinue application of the measurement alternative for equity securities without a readily determinable fair value

• Clarification of the measurement date for fair value adjustments to the carrying amount of equity securities without a readily determinable fair value for which the measurement alternative is elected

• Clarification of the unit of account for fair value adjustments to forward contracts and purchased options on equity securities without a readily determinable fair value for which the measurement alternative is expected to be elected

• Presentation requirements for certain hybrid financial liabilities for which the fair value option is elected

• Measurement of financial liabilities denominated in a foreign currency for which the fair value option is elected

• Transition guidance for equity securities without a readily determinable fair value

The effective date of this Update is for fiscal years beginning on or after December 15, 2017 and for interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017 and June 15, 2018 are not required to adopt the amendments until interim periods beginning after June 15, 2018. Adoption of this Update is not expected to have a material effect on the Company's financial position, results of operations or its financial statement disclosures.

Adoption of New Accounting Standards — In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers, which created a new principle-based framework to determine when and how an entity recognizes revenue from its customer contracts. FASB has established a core principle for recognizing revenue within the new rules, which states that revenue should only be recorded when services are provided or goods are transferred to customers at the agreed price. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit and investment securities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Description of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:

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Investment Securities (Tables)

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-Sale Investment Securities

The portfolio of investment securities consisted of the following (in thousands):

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	20,943	$	75	$	825	$	20,193
GSE mortgage-backed securities	55,926		561		976		55,511
Collateralized mortgage obligations: residential	194,647		103		6,743		188,007
Collateralized mortgage obligations: commercial	2,230		—		47		2,183
Mutual funds	2,100		—		74		2,026
Corporate debt securities	25,565		579		94		26,050
	$	301,411	$	1,318	$	8,759	$	293,970
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
Obligations of state and political subdivisions	$	23,042	$	209	$	442	$	22,809
GSE mortgage-backed securities	58,620		825		321		59,124
Collateralized mortgage obligations: residential	202,573		90		4,508		198,155
Collateralized mortgage obligations: commercial	2,274		—		34		2,240
Mutual funds	2,100		—		39		2,061
Corporate debt securities	23,975		837		10		24,802
	$	312,584	$	1,961	$	5,354	$	309,191

Schedule of Held-to-Maturity Securities

	March 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	30,550	$	162	$	113	$	30,599
GSE mortgage-backed securities	33,930		—		598		33,332
Collateralized mortgage obligations: residential	7,120		—		387		6,733
Collateralized mortgage obligations: commercial	1,655		—		12		1,643
	$	73,255	$	162	$	1,110	$	72,307
	December 31, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held-to-maturity:
Obligations of state and political subdivisions	$	35,908	$	265	$	22	$	36,151
GSE mortgage-backed securities	35,751		171		219		35,703
Collateralized mortgage obligations: residential	7,450		—		321		7,129
Collateralized mortgage obligations: commercial	1,943		—		6		1,937
	$	81,052	$	436	$	568	$	80,920

Summary of Amortized Cost and Fair Value of Debt Securities by Contractual Maturity

The following table presents the amortized cost and fair value of debt securities at March 31, 2018 by contractual maturity (in thousands).   Actual maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties and scheduled and unscheduled principal payments on mortgage-backed securities and collateralized mortgage obligations.

	Amortized Cost		Fair Value
Available-for-sale:
Due in one year or less	$	—	$	—
Due after one year through five years	7,124		7,116
Due after five years through ten years	43,042		43,443
Due after ten years	249,145		241,385
	$	299,311	$	291,944
	Amortized Cost		Fair Value
Held-to-maturity:
Due in one year or less	$	1,392	$	1,389
Due after one year through five years	5,061		5,023
Due after five years through ten years	45,316		44,731
Due after ten years	21,486		21,164
	$	73,255	$	72,307

Schedule of Investment Securities with Unrealized Losses

Details concerning investment securities with unrealized losses are as follows (in thousands):

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized  Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and  political subdivisions	$	1,622	$	28	$	12,343	$	797	$	13,965	$	825
GSE mortgage-backed  securities	35,985		791		5,568		185		41,553		976
Collateralized mortgage  obligations: residential	54,829		1,208		130,399		5,535		185,228		6,743
Collateralized mortgage  obligations: commercial	—		—		2,183		47		2,183		47
Mutual funds	2,026		74		—		—		2,026		74
Corporate debt securities	4,496		94		—		—		4,496		94
	$	98,958	$	2,195	$	150,493	$	6,564	$	249,451	$	8,759
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Available-for-sale:
Obligations of state and political subdivisions	$	596	$	5	$	12,716	$	437	$	13,312	$	442
GSE mortgage-backed  securities	29,725		224		5,858		97		35,583		321
Collateralized mortgage  obligations: residential	57,665		548		137,598		3,960		195,263		4,508
Collateralized mortgage  obligations: commercial	—		—		2,240		34		2,240		34
Mutual funds	2,061		39		—		—		2,061		39
Corporate debt securities	2,990		10		—		—		2,990		10
	$	93,037	$	826	$	158,412	$	4,528	$	251,449	$	5,354

	March 31, 2018
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	9,893	$	113	$	—	$	—	$	9,893	$	113
GSE mortgage-backed securities	$	28,673	$	380	$	4,658	$	218	$	33,331	$	598
Collateralized mortgage obligations: residential	$	—	$	—	$	6,734	$	387	$	6,734	$	387
Collateralized mortgage obligations: commercial	1,643		12		—		—		1,643		12
	$	40,209	$	505	$	11,392	$	605	$	51,601	$	1,110
	December 31, 2017
	Securities with losses under 12 months				Securities with losses over 12 months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Held-to-maturity:
Obligations of state and political subdivisions	$	6,340	$	22	$	—	$	—	$	6,340	$	22
GSE mortgage-backed securities	11,201		89		4,961		130		16,162		219
Collateralized mortgage obligations: residential	—		—		7,129		321		7,129		321
Collateralized mortgage obligations: commercial	1,937		6		—		—		1,937		6
	$	19,478	$	117	$	12,090	$	451	$	31,568	$	568

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Credit Quality of Loans and Allowance for Loan Losses (Tables)

3 Months Ended

Mar. 31, 2018

Receivables [Abstract]

Components of Loans Receivable

The loan portfolio consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Commercial, financial and agricultural	$	401,048		$	435,207
Real estate – construction	94,679			90,287
Real estate – commercial	438,779			448,406
Real estate – residential	145,671			146,751
Installment loans to individuals	50,888			56,398
Lease financing receivable	692			732
Other	5,498			5,645
	1,137,255			1,183,426
Less allowance for loan losses	(25,371		)	(26,888		)
	$	1,111,884		$	1,156,538

Roll Forward of Activity in Allowance for Loan Losses

A rollforward of the activity within the allowance for loan losses by loan type and recorded investment in loans for the three months ended March 31, 2018 and 2017 is as follows (in thousands):

	March 31, 2018
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable		Other		Total
Allowance for loan losses:
Beginning balance	$	20,577		$	596		$	3,893		$	837		$	957		$	3	$	25	$	26,888
Charge-offs	(1,524		)	(2		)	(86		)	(3		)	(221		)	—		—		(1,836		)
Recoveries	276			—			6			1			36			—		—		319
Provision	(264		)	159			(106		)	64			146			—		1		—
Ending balance	$	19,065		$	753		$	3,707		$	899		$	918		$	3	$	26	$	25,371
Ending balance: individually evaluated for impairment	$	5,968		$	94		$	76		$	20		$	6		$	—	$	—	$	6,164
Ending balance: collectively evaluated for impairment	$	13,097		$	659		$	3,631		$	879		$	912		$	3	$	26	$	19,207
Loans:
Ending balance	$	401,048		$	94,679		$	438,779		$	145,671		$	50,888		$	692	$	5,498	$	1,137,255
Ending balance: individually evaluated for impairment	$	55,092		$	192		$	26,005		$	2,088		$	50		$	—	$	—	$	83,427
Ending balance: collectively evaluated for impairment	$	345,956		$	94,487		$	412,774		$	143,583		$	50,838		$	692	$	5,498	$	1,053,828

	March 31, 2017
				Real Estate
	Coml, Fin, and Agric			Construction			Commercial			Residential			Installment loans to individuals			Lease financing receivable			Other		Total
Allowance for loan losses:
Beginning balance	$	16,057		$	585		$	5,384		$	940		$	1,395		$	5		$	6	$	24,372
Charge-offs	(1,705		)	—			(823		)	(117		)	(261		)	—			—		(2,906		)
Recoveries	154			—			10			90			58			—			—		312
Provision	3,832			(321		)	(238		)	(249		)	(222		)	(2		)	—		2,800
Ending balance	$	18,338		$	264		$	4,333		$	664		$	970		$	3		$	6	$	24,578
Ending balance: individually evaluated for impairment	$	4,173		$	9		$	1,656		$	217		$	160		$	—		$	—	$	6,215
Ending balance: collectively evaluated for impairment	$	14,165		$	255		$	2,677		$	447		$	810		$	3		$	6	$	18,363
Loans:
Ending balance	$	469,815		$	100,248		$	464,859		$	159,426		$	75,258		$	969		$	1,425	$	1,272,000
Ending balance: individually evaluated for impairment	$	35,346		$	26		$	20,623		$	1,956		$	487		$	—		$	—	$	58,438
Ending balance: collectively evaluated for impairment	$	434,469		$	100,222		$	443,802		$	157,401		$	74,771		$	969		$	1,425	$	1,213,059
Ending balance: loans acquired with deteriorated credit quality	$	—		$	—		$	434		$	69		$	—		$	—		$	—	$	503

Age Analysis of Past Due Loans by Class of Loans

An age analysis of past due loans (including both accruing and non-accruing loans) is as follows (in thousands):

	March 31, 2018
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days  and Accruing
Commercial, financial, and agricultural	$	2,235	$	3,156	$	12,816	$	18,207	$	382,841	$	401,048	$	1
Real estate - construction	927		1,179		192		2,298		92,381		94,679		—
Real estate - commercial	5,681		6,079		11,330		23,090		415,689		438,779		—
Real estate - residential	657		1,137		1,187		2,981		142,690		145,671		—
Installment loans to individuals	202		125		50		377		50,511		50,888		—
Lease financing receivable	—		—		—		—		692		692		—
Other loans	65		16		—		81		5,417		5,498		—
	$	9,767	$	11,692	$	25,575	$	47,034	$	1,090,221	$	1,137,255	$	1
	December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days and Accruing
Commercial, financial, and agricultural	$	1,195	$	1,893	$	14,847	$	17,935	$	417,272	$	435,207	$	545
Real estate - construction	616		—		190		806		89,481		90,287		125
Real estate - commercial	5,889		6,402		4,163		16,454		431,952		448,406		58
Real estate - residential	1,065		235		559		1,859		144,892		146,751		—
Installment loans to individuals	276		32		34		342		56,056		56,398		—
Lease financing receivable	—		—		—		—		732		732		—
Other loans	—		—		—		—		5,645		5,645		—
	$	9,041	$	8,562	$	19,793	$	37,396	$	1,146,030	$	1,183,426	$	728

Schedule of Loans on Nonaccrual Status

Non-accrual loans are as follows (in thousands):

	March 31, 2018		December 31, 2017
Commercial, financial, and agricultural	$	53,939	$	37,418
Real estate - construction	192		66
Real estate - commercial	26,006		11,128
Real estate - residential	2,088		618
Installment loans to individuals	50		48
Lease financing receivable	—		—
Other	—		—
	$	82,275	$	49,278

Schedule of Loans Evaluated for Impairment

The following table presents loans that are individually evaluated for impairment (in thousands). Interest income recognized represents interest on accruing loans modified in a TDR.

	March 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	44,445	$	50,416	$	—	$	34,552	$	18
Real estate - construction	—		—		—		—		—
Real estate - commercial	25,250		27,514		—		17,861		—
Real estate - residential	1,400		1,400		—		851		—
Installment loans to individuals	24		24		—		12		—
Finance leases	—		—		—		—		—
Subtotal:	71,119		79,354		—		53,276		18
With an allowance recorded:
Commercial, financial, and agricultural	10,647		10,802		5,968		12,383		—
Real estate - construction	192		192		94		129		—
Real estate - commercial	755		755		76		706		—
Real estate - residential	688		688		20		502		—
Installment loans to individuals	26		26		6		37		—
Finance leases	—		—		—		—		—
Subtotal:	12,308		12,463		6,164		13,757		—
Totals:
Commercial	81,097		89,487		6,044		65,502		18
Construction	192		192		94		129		—
Residential	2,088		2,088		20		1,353		—
Consumer	50		50		6		49		—
Grand total:	$	83,427	$	91,817	$	6,164	$	67,033	$	18

	December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial, financial, and agricultural	$	24,659	$	30,630	$	—	$	19,880	$	90
Real estate - construction	—		—		—		5		—
Real estate - commercial	10,471		11,965		—		11,590		—
Real estate - residential	302		302		—		602		—
Installment loans to individuals	—		—		—		37		—
Subtotal:	35,432		42,897		—		32,114		90
With an allowance recorded:
Commercial, financial, and agricultural	14,119		14,150		7,197		15,245		1
Real estate - construction	66		136		23		33		—
Real estate - commercial	657		657		131		8,318		—
Real estate - residential	316		316		5		620		—
Installment loans to individuals	48		50		14		258		—
Subtotal:	15,206		15,309		7,370		24,474		1
Totals:
Commercial	49,906		57,402		7,328		55,033		91
Construction	66		136		23		38		—
Residential	618		618		5		1,222		—
Consumer	48		50		14		295		—
Grand total:	$	50,638	$	58,206	$	7,370	$	56,588	$	91

Credit Quality Indicators by Class of Loans

The following tables present the classes of loans by risk rating (in thousands):

	March 31, 2018
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
			Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass			$	326,697	$	393,327	$	720,024	85.73	%
Special mention			8,718		5,798		14,516		1.73	%
Substandard			65,633		39,654		105,287		12.54	%
			$	401,048	$	438,779	$	839,827	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - construction		% of Total
Pass							$	92,978	98.20	%
Special mention							167		0.18	%
Substandard							1,534		1.62	%
							$	94,679	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
							Real estate - residential		% of Total
Pass							$	140,883	96.71	%
Special mention							854		0.59	%
Substandard							3,934		2.70	%
							$	145,671	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
	Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing	$	50,837	$	692	$	5,498	$	57,027	99.91	%
Nonperforming	51		—		—		51		0.09	%
	$	50,888	$	692	$	5,498	$	57,078	100.00	%

	December 31, 2017
Commercial Credit Exposure
Credit Risk Profile by Creditworthiness Category
				Commercial, financial, and agricultural		Real estate - commercial		Total		% of Total
Pass				$	358,373	$	411,280	$	769,653	87.10	%
Special mention				9,687		3,823		13,510		1.53	%
Substandard				67,147		33,303		100,450		11.37	%
				$	435,207	$	448,406	$	883,613	100.00	%
Construction Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - construction		% of Total
Pass								$	89,323	98.93	%
Special mention								600		0.66	%
Substandard								364		0.40	%
								$	90,287	100.00	%
Residential Credit Exposure
Credit Risk Profile by Creditworthiness Category
								Real estate - residential		% of Total
Pass								$	144,250	98.30	%
Special mention								1,233		0.84	%
Substandard								1,268		0.86	%
								$	146,751	100.00	%
Consumer and Other Credit Exposure
Credit Risk Profile Based on Payment Activity
		Installment loans to individuals		Lease financing receivable		Other		Total		% of Total
Performing		$	56,041	$	699	$	5,645	$	62,385	99.38	%
Nonperforming		357		33		—		390		0.62	%
		$	56,398	$	732	$	5,645	$	62,775	100.00	%

Schedule of Modified Troubled Debt Restructurings During the Period

The following tables present information about TDRs that were modified during the periods presented by portfolio segment (in thousands):

	Three months ended
	March 31, 2018			March 31, 2017
	Number of loans	Pre-modification recorded investment		Number of loans	Pre-modification recorded investment
Commercial, financial and agricultural	—	$	—	1	$	1,984

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Intangibles (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Core Deposit Intangible Assets

A summary of core deposit intangible assets as of March 31, 2018 and December 31, 2017 is as follows (in thousands):

	March 31, 2018			December 31, 2017
Gross carrying amount	$	11,674		$	11,674
Less accumulated amortization	(8,436		)	(8,159		)
Net carrying amount	$	3,238		$	3,515

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts and Fair Value of Derivatives

The following table discloses the notional amounts and fair value of derivative instruments in the Company's balance sheet as of March 31, 2018 and December 31, 2017 (in thousands):

		Notional Amounts				Fair Value
	Type of Hedge	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
Derivatives designated as hedging instruments:
Interest rate swaps included in other assets	Cash Flow	$	27,500	$	27,500	$	1,387	$	1,078

Schedule of Pre-tax Effect of Hedging Derivative Instruments

The following tables present the pre-tax effect of hedging derivative instruments on the Company's consolidated statements of operations:

	Amount of Gain Recognized in OCI on Derivative (Effective Portion)		Location of Gain Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain Reclassified from Accumulated OCI into Income (Effective Portion)
	Three Months Ended March 31,			Three Months Ended March 31,
	2018	2017		2018	2017
Interest rate swaps	309	13	Interest Expense	40	—

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Other Comprehensive (Loss) Income (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Summary of Tax Effects

The following is a summary of the tax effects allocated to each component of other comprehensive (loss) income (in thousands):

	Three Months Ended March 31,
	2018									2017
	Before Tax Amount			Tax Effect			Net of Tax Amount			Before Tax Amount			Tax Effect			Net of Tax Amount
Other comprehensive (loss) income:
Securities available-for-sale:
Change in unrealized gains/losses during period	$	(4,048	)	$	850		$	(3,198	)	$	820		$	(287	)	$	533
Reclassification adjustment for gains included in net income	—			—			—			(6		)	2			(4		)
Derivative instruments designated as cash flow hedges:
Change in fair value of derivative instruments designated as cash flow hedges	349			(73		)	276			13			(5		)	8
Reclassification adjustment for gains included in net income	(40		)	8			(32		)	—			—			—
Total other comprehensive (loss) income	$	(3,739	)	$	785		$	(2,954	)	$	827		$	(290	)	$	537

Reclassification Out of Accumulated Other Comprehensive Income

The reclassifications out of accumulated other comprehensive (loss) income into net income are presented below (in thousands):

	Three Months Ended March 31,
	2018				2017
Details about Accumulated Other Comprehensive (Loss) Income Components	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement Line Item	Reclassifications Out of Accumulated Other Comprehensive (Loss) Income			Income Statement  Line Item
Unrealized gains and losses on securities available-for-sale:
	$	—		Gain on sale of securities, net	$	(6	)	Gain on sale of securities, net
	—			Tax expense	2			Tax expense
	$	—		Net of tax	$	(4	)	Net of tax
Gains on derivative instruments:
	$	(40	)	Interest expense	$	—		Interest expense
	8			Tax expense	—			Tax expense
	$	(32	)	Net of tax	$	—		Net of tax

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Earnings Per Common Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Components of Earnings per Common Share

Following is a summary of the information used in the computation of earnings per common share (in thousands):

	Three Months Ended March 31,
	2018			2017
Net (loss) earnings available to common shareholders	$	(450	)	$	1,680
Dividends on Series C preferred stock	—			—
Adjusted net earnings available to common shareholders	$	(450	)	$	1,680
Weighted average number of common shares outstanding used in computation of basic earnings per common share	16,495			11,264
Effect of dilutive securities:
Stock options	5			14
Restricted stock	—			4
Weighted average number of common shares outstanding plus effect of dilutive securities – used in computation of diluted earnings per share	16,500			11,282

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Following is a summary of the securities that were excluded from the computation of diluted earnings per share because the effects of the shares were anti-dilutive (in thousands):

	Three Months Ended March 31,
	2018	2017
Stock options	43	84
Restricted stock	—	4
Shares subject to the outstanding warrant issued in connection with the CPP transaction	104	104
Convertible preferred stock	—	507

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Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The table below presents information about certain assets and liabilities measured at fair value on a recurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	20,193	$	—	$	20,193	$	—
GSE mortgage-backed securities	55,511		—		55,511		—
Collateralized mortgage obligations: residential	188,007		—		188,007		—
Collateralized mortgage obligations: commercial	2,183		—		2,183		—
Mutual funds	2,026		2,026		—		—
Corporate debt securities	26,050		—		26,050		—
Total available-for-sale securities	$	293,970	$	2,026	$	291,944	$	—
Derivative assets	$	1,387	$	—	$	1,387	$	—

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	$	22,809	$	—	$	22,809	$	—
GSE mortgage-backed securities	59,124		—		59,124		—
Collateralized mortgage obligations: residential	198,155		—		198,155		—
Collateralized mortgage obligations: commercial	2,240		—		2,240		—
Mutual funds	2,061		2,061		—		—
Corporate debt securities	24,802		—		24,802		—
Total available-for-sale securities	$	309,191	$	2,061	$	307,130	$	—
Derivative assets	$	1,078	$	—	$	1,078	$	—

Schedule of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following tables present the Company's financial assets that are measured at fair values on a nonrecurring basis (in thousands):

	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at March 31, 2018
Description	March 31, 2018		Level 1		Level 2		Level 3
Impaired loans	$	13,758	$	—	$	—	$	13,758
Loans held for sale	1,117		—		1,117		—
Other real estate	1,803		—		—		1,803
Assets held for sale	3,995		—		3,995		—
	Assets / Liabilities Measured at Fair Value at		Fair Value Measurements at December 31, 2017
Description	December 31, 2017		Level 1		Level 2		Level 3
Impaired loans	$	10,227	$	—	$	—	$	10,227
Loans held for sale	15,737		—		15,737		—
Other real estate	2,001		—		—		2,001
Assets held for sale	3,572		—		3,572		—

Shcedule of Significant Observable Inputs Used in Fair Value Measurement of Level 3 Assets

The following table shows the significant unobservable inputs used in the fair value measurement of Level 3 assets:

	Fair Value at
Description	March 31, 2018		Technique	Unobservable Inputs
Impaired loans	$	13,758	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	1,803		Third party appraisals	Collateral discounts and estimated costs to sell
	Fair Value at
Description	December 31, 2017		Technique	Unobservable Inputs
Impaired loans	$	10,227	Third party appraisals	Collateral discounts and estimated costs to sell
Other real estate	2,001		Third party appraisals	Collateral discounts and estimated costs to sell

Schedule of Carrying Amounts and Estimated Fair Values of Financial Instruments

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows at March 31, 2018 and December 31, 2017 (in thousands):

			Fair Value Measurements at March 31, 2018 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	211,486	$	211,486	$	—	$	—
Securities held-to-maturity	73,255		—		72,307		—
Other investments	12,896		12,896		—		—
Loans, net	1,111,884		—		—		1,115,895
Cash surrender value of life insurance policies	14,948		—		14,948		—
Financial liabilities:
Non-interest-bearing deposits	427,504		—		427,504		—
Interest-bearing deposits	1,076,433		—		901,846		171,757
Securities sold under agreements to repurchase	33,026		33,026		—		—
Short-term Federal Home Loan Bank advances	27,500		27,500		—		—
Long-term Federal Home Loan Bank advances	10,016		—		9,991		—
Junior subordinated debentures	22,167		—		22,167		—

			Fair Value Measurements at December 31, 2017 Using:
	Carrying Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	$	152,964	$	152,964	$	—	$	—
Securities held-to-maturity	81,052		—		80,920		—
Other investments	12,214		12,214		—		—
Loans, net	1,156,538		—		—		1,160,614
Cash surrender value of life insurance policies	14,896		—		14,896		—
Financial liabilities:
Non-interest-bearing deposits	416,547		—		416,547		—
Interest-bearing deposits	1,063,142		—		881,139		179,910
Securities sold under agreements to repurchase	67,133		67,133		—		—
Short-term Federal Home Loan Bank advances	40,000		40,000		—		—
Long-term Federal Home Loan Bank advances	10,021		—		10,011		—
Junior subordinated debentures	22,167		—		22,167		—

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Investment Securities - Portfolio of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	$ 301,411	$ 312,584
Gross Unrealized Gains	1,318	1,961
Gross Unrealized Losses	8,759	5,354
Fair Value	293,970	309,191
Obligations of state and political subdivisions
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	20,943	23,042
Gross Unrealized Gains	75	209
Gross Unrealized Losses	825	442
Fair Value	20,193	22,809
GSE mortgage-backed securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	55,926	58,620
Gross Unrealized Gains	561	825
Gross Unrealized Losses	976	321
Fair Value	55,511	59,124
Collateralized mortgage obligations: residential
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	194,647	202,573
Gross Unrealized Gains	103	90
Gross Unrealized Losses	6,743	4,508
Fair Value	188,007	198,155
Collateralized mortgage obligations: commercial
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	2,230	2,274
Gross Unrealized Gains	0	0
Gross Unrealized Losses	47	34
Fair Value	2,183	2,240
Mutual funds
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	2,100	2,100
Gross Unrealized Gains	0	0
Gross Unrealized Losses	74	39
Fair Value	2,026	2,061
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Amortized Cost	25,565	23,975
Gross Unrealized Gains	579	837
Gross Unrealized Losses	94	10
Fair Value	$ 26,050	$ 24,802

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Investment Securities - Portfolio of Held-to-Maturity Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Amortized Cost	$ 73,255	$ 81,052
Gross Unrealized Gains	162	436
Gross Unrealized Losses	1,110	568
Fair Value	72,307	80,920
Obligations of state and political subdivisions
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Amortized Cost	30,550	35,908
Gross Unrealized Gains	162	265
Gross Unrealized Losses	113	22
Fair Value	30,599	36,151
GSE mortgage-backed securities
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Amortized Cost	33,930	35,751
Gross Unrealized Gains	0	171
Gross Unrealized Losses	598	219
Fair Value	33,332	35,703
Collateralized mortgage obligations: residential
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Amortized Cost	7,120	7,450
Gross Unrealized Gains	0	0
Gross Unrealized Losses	387	321
Fair Value	6,733	7,129
Collateralized mortgage obligations: commercial
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Amortized Cost	1,655	1,943
Gross Unrealized Gains	0	0
Gross Unrealized Losses	12	6
Fair Value	$ 1,643	$ 1,937

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Investment Securities - Summary of Amortized Cost and Fair Value by Contractual Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Amortized Cost
Available-for-sale: Due in one year or less	$ 0
Available-for-sale: Due after one year through five years	7,124
Available-for-sale: Due after five years through ten years	43,042
Available-for-sale: Due after ten years	249,145
Available-for-sale, Amortized Cost	299,311
Fair Value
Available-for-sale: Due in one year or less	0
Available-for-sale: Due after one year through five years	7,116
Available-for-sale: Due after five years through ten years	43,443
Available-for-sale: Due after ten years	241,385
Available-for-sale, Fair Value	291,944
Amortized Cost
Held-to-maturity: Due in one year or less	1,392
Held-to-maturity: Due after one year through five years	5,061
Held-to-maturity: Due after five years through ten years	45,316
Held-to-maturity: Due after ten years	21,486
Held-to-maturity, Amortized Cost	73,255	$ 81,052
Fair Value
Held-to-maturity: Due in one year or less	1,389
Held-to-maturity: Due after one year through five years	5,023
Held-to-maturity: Due after five years through ten years	44,731
Held-to-maturity: Due after ten years	21,164
Held-to-maturity, Fair Value	$ 72,307	$ 80,920

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Investment Securities - Summary of Unrealized Losses of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	$ 98,958	$ 93,037
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	2,195	826
Available-for-sale, Securities with losses over 12 months, Fair Value	150,493	158,412
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	6,564	4,528
Available-for-sale, Total, Fair Value	249,451	251,449
Available-for-sale, Total, Gross Unrealized Loss	8,759	5,354
Obligations of state and political subdivisions
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	1,622	596
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	28	5
Available-for-sale, Securities with losses over 12 months, Fair Value	12,343	12,716
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	797	437
Available-for-sale, Total, Fair Value	13,965	13,312
Available-for-sale, Total, Gross Unrealized Loss	825	442
GSE mortgage-backed securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	35,985	29,725
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	791	224
Available-for-sale, Securities with losses over 12 months, Fair Value	5,568	5,858
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	185	97
Available-for-sale, Total, Fair Value	41,553	35,583
Available-for-sale, Total, Gross Unrealized Loss	976	321
Collateralized mortgage obligations: residential
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	54,829	57,665
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	1,208	548
Available-for-sale, Securities with losses over 12 months, Fair Value	130,399	137,598
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	5,535	3,960
Available-for-sale, Total, Fair Value	185,228	195,263
Available-for-sale, Total, Gross Unrealized Loss	6,743	4,508
Collateralized mortgage obligations: commercial
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	0	0
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	0	0
Available-for-sale, Securities with losses over 12 months, Fair Value	2,183	2,240
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	47	34
Available-for-sale, Total, Fair Value	2,183	2,240
Available-for-sale, Total, Gross Unrealized Loss	47	34
Mutual funds
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	2,026	2,061
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	74	39
Available-for-sale, Securities with losses over 12 months, Fair Value	0	0
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	0	0
Available-for-sale, Total, Fair Value	2,026	2,061
Available-for-sale, Total, Gross Unrealized Loss	74	39
Corporate debt securities
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities with losses under 12 months, Fair Value	4,496	2,990
Available-for-sale, Securities with losses under 12 months, Gross Unrealized Loss	94	10
Available-for-sale, Securities with losses over 12 months, Fair Value	0	0
Available-for-sale, Securities with losses over 12 months, Gross Unrealized Loss	0	0
Available-for-sale, Total, Fair Value	4,496	2,990
Available-for-sale, Total, Gross Unrealized Loss	$ 94	$ 10

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Investment Securities - Summary of Unrealized Losses of Held-to-Maturity Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Securities with losses under 12 months, Fair Value	$ 40,209	$ 19,478
Held-to-maturity, Securities with losses under 12 months, Gross Unrealized Loss	505	117
Held-to-maturity, Securities with losses over 12 months, Fair Value	11,392	12,090
Held-to-maturity, Securities with losses over 12 months, Gross Unrealized Loss	605	451
Held-to-maturity, Total, Fair Value	51,601	31,568
Held-to-maturity, Total, Gross Unrealized Loss	1,110	568
Obligations of state and political subdivisions
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Securities with losses under 12 months, Fair Value	9,893	6,340
Held-to-maturity, Securities with losses under 12 months, Gross Unrealized Loss	113	22
Held-to-maturity, Securities with losses over 12 months, Fair Value	0	0
Held-to-maturity, Securities with losses over 12 months, Gross Unrealized Loss	0	0
Held-to-maturity, Total, Fair Value	9,893	6,340
Held-to-maturity, Total, Gross Unrealized Loss	113	22
GSE mortgage-backed securities
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Securities with losses under 12 months, Fair Value	28,673	11,201
Held-to-maturity, Securities with losses under 12 months, Gross Unrealized Loss	380	89
Held-to-maturity, Securities with losses over 12 months, Fair Value	4,658	4,961
Held-to-maturity, Securities with losses over 12 months, Gross Unrealized Loss	218	130
Held-to-maturity, Total, Fair Value	33,331	16,162
Held-to-maturity, Total, Gross Unrealized Loss	598	219
Collateralized mortgage obligations: residential
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Securities with losses under 12 months, Fair Value	0	0
Held-to-maturity, Securities with losses under 12 months, Gross Unrealized Loss	0	0
Held-to-maturity, Securities with losses over 12 months, Fair Value	6,734	7,129
Held-to-maturity, Securities with losses over 12 months, Gross Unrealized Loss	387	321
Held-to-maturity, Total, Fair Value	6,734	7,129
Held-to-maturity, Total, Gross Unrealized Loss	387	321
Collateralized mortgage obligations: commercial
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity, Securities with losses under 12 months, Fair Value	1,643	1,937
Held-to-maturity, Securities with losses under 12 months, Gross Unrealized Loss	12	6
Held-to-maturity, Securities with losses over 12 months, Fair Value	0	0
Held-to-maturity, Securities with losses over 12 months, Gross Unrealized Loss	0	0
Held-to-maturity, Total, Fair Value	1,643	1,937
Held-to-maturity, Total, Gross Unrealized Loss	$ 12	$ 6

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Investment Securities - Narrative (Details)	3 Months Ended
	Mar. 31, 2018 USD ($) security	Mar. 31, 2017 USD ($) security	Dec. 31, 2017 USD ($)
Investments, Debt and Equity Securities [Abstract]
Number of private-label collateralized mortgage obligations | security	1
Combined balance of private-label collateralized mortgage obligations	$ 7,000
AFS and HTM securities in unrealized loss positions qualitative disclosure number of positions | security	106
Unrealized losses as a percentage of individual securities amortized cost basis	3.17%
Unrealized losses as percentage of Company's total amortized cost basis	2.63%
Number of securities in an unrealized loss position for over 12 months | security	45
Amortized cost basis of securities in a continuous loss position	$ 169,100,000
Unrealized loss on securities in a continuous loss position	7,200,000
Impairment related to credit quality	$ 0
Number of Available for sale Securities Sold | security	1	10
Number Of Held to Maturity Securities Sold | security		1
Available-for-sale securities, realized gain (loss)	$ 0	$ 1,000
Held-to-maturity Securities, Sold Security, Realized Gain (Loss)		$ 7,000
Number of available-for-sale securities sold with gains | security		7
Available-for-sale securities, gross realized gains		$ 108,000
Number of available-for-sale securities sold with losses | security		3
Available-for-sale securities, gross realized losses		$ 109,000
Securities pledged as collateral for public funding	$ 187,000,000		$ 177,900,000

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Credit Quality of Loans and Allowance for Loan Losses - Summary of Loan Portfolio (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Loan portfolio [Abstract]
Ending balance	$ 1,137,255	$ 1,183,426	$ 1,272,000
Less allowance for loan losses	(25,371)	(26,888)
Loans, net	1,111,884	1,156,538
Commercial, financial and agricultural
Loan portfolio [Abstract]
Ending balance	401,048	435,207	469,815
Real estate - construction
Loan portfolio [Abstract]
Ending balance	94,679	90,287	100,248
Real estate – commercial
Receivables [Abstract]
Total CRE loans on non-accrual	26,200
Loan portfolio [Abstract]
Ending balance	438,779	448,406	464,859
Real estate – residential
Loan portfolio [Abstract]
Ending balance	145,671	146,751	159,426
Installment loans to individuals
Loan portfolio [Abstract]
Ending balance	50,888	56,398	75,258
Lease financing receivable
Loan portfolio [Abstract]
Ending balance	692	732	969
Other
Loan portfolio [Abstract]
Ending balance	$ 5,498	$ 5,645	$ 1,425

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Credit Quality of Loans and Allowance for Loan Losses - Roll Forward of Activity In Allowance for Loan Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	$ 26,888	$ 24,372
Charge-offs	(1,836)	(2,906)
Recoveries	319	312
Provision	0	2,800
Ending balance	25,371	24,578
Ending balance: individually evaluated for impairment	6,164	6,215
Ending balance: collectively evaluated for impairment	19,207	18,363
Loans:
Ending balance	1,137,255	1,272,000	$ 1,183,426
Ending balance: individually evaluated for impairment	83,427	58,438
Ending balance: collectively evaluated for impairment	1,053,828	1,213,059
Ending balance: loans acquired with deteriorated credit quality		503
Commercial, financial and agricultural
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	20,577	16,057
Charge-offs	(1,524)	(1,705)
Recoveries	276	154
Provision	(264)	3,832
Ending balance	19,065	18,338
Ending balance: individually evaluated for impairment	5,968	4,173
Ending balance: collectively evaluated for impairment	13,097	14,165
Loans:
Ending balance	401,048	469,815	435,207
Ending balance: individually evaluated for impairment	55,092	35,346
Ending balance: collectively evaluated for impairment	345,956	434,469
Ending balance: loans acquired with deteriorated credit quality		0
Real estate - construction
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	596	585
Charge-offs	(2)	0
Recoveries	0	0
Provision	159	(321)
Ending balance	753	264
Ending balance: individually evaluated for impairment	94	9
Ending balance: collectively evaluated for impairment	659	255
Loans:
Ending balance	94,679	100,248	90,287
Ending balance: individually evaluated for impairment	192	26
Ending balance: collectively evaluated for impairment	94,487	100,222
Ending balance: loans acquired with deteriorated credit quality		0
Real estate – commercial
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	3,893	5,384
Charge-offs	(86)	(823)
Recoveries	6	10
Provision	(106)	(238)
Ending balance	3,707	4,333
Ending balance: individually evaluated for impairment	76	1,656
Ending balance: collectively evaluated for impairment	3,631	2,677
Loans:
Ending balance	438,779	464,859	448,406
Ending balance: individually evaluated for impairment	26,005	20,623
Ending balance: collectively evaluated for impairment	412,774	443,802
Ending balance: loans acquired with deteriorated credit quality		434
Real estate – residential
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	837	940
Charge-offs	(3)	(117)
Recoveries	1	90
Provision	64	(249)
Ending balance	899	664
Ending balance: individually evaluated for impairment	20	217
Ending balance: collectively evaluated for impairment	879	447
Loans:
Ending balance	145,671	159,426	146,751
Ending balance: individually evaluated for impairment	2,088	1,956
Ending balance: collectively evaluated for impairment	143,583	157,401
Ending balance: loans acquired with deteriorated credit quality		69
Installment loans to individuals
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	957	1,395
Charge-offs	(221)	(261)
Recoveries	36	58
Provision	146	(222)
Ending balance	918	970
Ending balance: individually evaluated for impairment	6	160
Ending balance: collectively evaluated for impairment	912	810
Loans:
Ending balance	50,888	75,258	56,398
Ending balance: individually evaluated for impairment	50	487
Ending balance: collectively evaluated for impairment	50,838	74,771
Ending balance: loans acquired with deteriorated credit quality		0
Lease financing receivable
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	3	5
Charge-offs	0	0
Recoveries	0	0
Provision	0	(2)
Ending balance	3	3
Ending balance: individually evaluated for impairment	0	0
Ending balance: collectively evaluated for impairment	3	3
Loans:
Ending balance	692	969	732
Ending balance: individually evaluated for impairment	0	0
Ending balance: collectively evaluated for impairment	692	969
Ending balance: loans acquired with deteriorated credit quality		0
Other
Allowance for loan losses by portfolio [Roll Forward]
Beginning balance	25	6
Charge-offs	0	0
Recoveries	0	0
Provision	1	0
Ending balance	26	6
Ending balance: individually evaluated for impairment	0	0
Ending balance: collectively evaluated for impairment	26	6
Loans:
Ending balance	5,498	1,425	$ 5,645
Ending balance: individually evaluated for impairment	0	0
Ending balance: collectively evaluated for impairment	$ 5,498	1,425
Ending balance: loans acquired with deteriorated credit quality		$ 0

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Credit Quality of Loans and Allowance for Loan Losses - Age Analysis of Past Due Loans (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	$ 47,034	$ 37,396
Current	1,090,221	1,146,030
Total Loans	1,137,255	1,183,426
Recorded Investment, 90 days past due and Accruing	1	728
Commercial, financial and agricultural
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	18,207	17,935
Current	382,841	417,272
Total Loans	401,048	435,207
Recorded Investment, 90 days past due and Accruing	1	545
Real estate - construction
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	2,298	806
Current	92,381	89,481
Total Loans	94,679	90,287
Recorded Investment, 90 days past due and Accruing	0	125
Real estate – commercial
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	23,090	16,454
Current	415,689	431,952
Total Loans	438,779	448,406
Recorded Investment, 90 days past due and Accruing	0	58
Real estate - residential
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	2,981	1,859
Current	142,690	144,892
Total Loans	145,671	146,751
Recorded Investment, 90 days past due and Accruing	0	0
Installment loans to individuals
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	377	342
Current	50,511	56,056
Total Loans	50,888	56,398
Recorded Investment, 90 days past due and Accruing	0	0
Lease financing receivable
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	0	0
Current	692	732
Total Loans	692	732
Recorded Investment, 90 days past due and Accruing	0	0
Other loans
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	81	0
Current	5,417	5,645
Total Loans	5,498	5,645
Recorded Investment, 90 days past due and Accruing	0	0
Financing Receivables, 30 to 59 Days Past Due [Member]
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	9,767	9,041
Financing Receivables, 30 to 59 Days Past Due [Member] | Commercial, financial and agricultural
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	2,235	1,195
Financing Receivables, 30 to 59 Days Past Due [Member] | Real estate - construction
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	927	616
Financing Receivables, 30 to 59 Days Past Due [Member] | Real estate – commercial
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	5,681	5,889
Financing Receivables, 30 to 59 Days Past Due [Member] | Real estate - residential
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	657	1,065
Financing Receivables, 30 to 59 Days Past Due [Member] | Installment loans to individuals
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	202	276
Financing Receivables, 30 to 59 Days Past Due [Member] | Lease financing receivable
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	0	0
Financing Receivables, 30 to 59 Days Past Due [Member] | Other loans
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	65	0
Financing Receivables, 60 to 89 Days Past Due [Member]
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	11,692	8,562
Financing Receivables, 60 to 89 Days Past Due [Member] | Commercial, financial and agricultural
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	3,156	1,893
Financing Receivables, 60 to 89 Days Past Due [Member] | Real estate - construction
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	1,179	0
Financing Receivables, 60 to 89 Days Past Due [Member] | Real estate – commercial
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	6,079	6,402
Financing Receivables, 60 to 89 Days Past Due [Member] | Real estate - residential
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	1,137	235
Financing Receivables, 60 to 89 Days Past Due [Member] | Installment loans to individuals
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	125	32
Financing Receivables, 60 to 89 Days Past Due [Member] | Lease financing receivable
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	0	0
Financing Receivables, 60 to 89 Days Past Due [Member] | Other loans
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	16	0
Financing Receivables, Equal to Greater than 90 Days Past Due [Member]
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	25,575	19,793
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Commercial, financial and agricultural
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	12,816	14,847
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real estate - construction
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	192	190
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real estate – commercial
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	11,330	4,163
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Real estate - residential
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	1,187	559
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Installment loans to individuals
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	50	34
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Lease financing receivable
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	0	0
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Other loans
Age Analysis of Past Due Loans by Class of Loans [Abstract]
Total Past Due	$ 0	$ 0

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Credit Quality of Loans and Allowance for Loan Losses - Nonaccrual Loans (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	$ 82,275		$ 49,278
Interest lost on nonaccrual loans	1,500	$ 931
Interest received on nonaccrual loans	68	$ 244
Commercial, financial and agricultural
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	53,939		37,418
Real estate - construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	192		66
Real estate – commercial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	26,006		11,128
Real estate - residential
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	2,088		618
Installment loans to individuals
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	50		48
Lease financing receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	0		0
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans on nonaccrual status	$ 0		$ 0

XML

Credit Quality of Loans and Allowance for Loan Losses - Loans Individually Evaluated for Impairment (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
With no related allowance recorded [Abstract]
Recorded Investment	$ 71,119	$ 35,432
Unpaid Principal Balance	79,354	42,897
Average Recorded Investment	53,276	32,114
Interest Income Recognized	18	90
With an allowance recorded [Abstract]
Recorded Investment	12,308	15,206
Unpaid Principal Balance	12,463	15,309
Related Allowance	6,164	7,370
Average Recorded Investment	13,757	24,474
Interest Income Recognized	0	1
Totals [Abstract]
Recorded Investment	83,427	50,638
Unpaid Principal Balance	91,817	58,206
Related Allowance	6,164	7,370
Average Recorded Investment	67,033	56,588
Interest Income Recognized	18	91
Commercial, financial and agricultural
With no related allowance recorded [Abstract]
Recorded Investment	44,445	24,659
Unpaid Principal Balance	50,416	30,630
Average Recorded Investment	34,552	19,880
Interest Income Recognized	18	90
With an allowance recorded [Abstract]
Recorded Investment	10,647	14,119
Unpaid Principal Balance	10,802	14,150
Related Allowance	5,968	7,197
Average Recorded Investment	12,383	15,245
Interest Income Recognized	0	1
Totals [Abstract]
Related Allowance	5,968	7,197
Real estate - construction
With no related allowance recorded [Abstract]
Recorded Investment	0	0
Unpaid Principal Balance	0	0
Average Recorded Investment	0	5
Interest Income Recognized	0	0
With an allowance recorded [Abstract]
Recorded Investment	192	66
Unpaid Principal Balance	192	136
Related Allowance	94	23
Average Recorded Investment	129	33
Interest Income Recognized	0	0
Totals [Abstract]
Related Allowance	94	23
Real estate – commercial
With no related allowance recorded [Abstract]
Recorded Investment	25,250	10,471
Unpaid Principal Balance	27,514	11,965
Average Recorded Investment	17,861	11,590
Interest Income Recognized	0	0
With an allowance recorded [Abstract]
Recorded Investment	755	657
Unpaid Principal Balance	755	657
Related Allowance	76	131
Average Recorded Investment	706	8,318
Interest Income Recognized	0	0
Totals [Abstract]
Related Allowance	76	131
Real estate - residential
With no related allowance recorded [Abstract]
Recorded Investment	1,400	302
Unpaid Principal Balance	1,400	302
Average Recorded Investment	851	602
Interest Income Recognized	0	0
With an allowance recorded [Abstract]
Recorded Investment	688	316
Unpaid Principal Balance	688	316
Related Allowance	20	5
Average Recorded Investment	502	620
Interest Income Recognized	0	0
Totals [Abstract]
Related Allowance	20	5
Installment loans to individuals
With no related allowance recorded [Abstract]
Recorded Investment	24	0
Unpaid Principal Balance	24	0
Average Recorded Investment	12	37
Interest Income Recognized	0	0
With an allowance recorded [Abstract]
Recorded Investment	26	48
Unpaid Principal Balance	26	50
Related Allowance	6	14
Average Recorded Investment	37	258
Interest Income Recognized	0	0
Totals [Abstract]
Related Allowance	6	14
Finance leases
With no related allowance recorded [Abstract]
Recorded Investment	0
Unpaid Principal Balance	0
Average Recorded Investment	0
Interest Income Recognized	0
With an allowance recorded [Abstract]
Recorded Investment	0
Unpaid Principal Balance	0
Related Allowance	0
Average Recorded Investment	0
Interest Income Recognized	0
Totals [Abstract]
Related Allowance	0
Total: Commercial
With an allowance recorded [Abstract]
Related Allowance	6,044	7,328
Totals [Abstract]
Recorded Investment	81,097	49,906
Unpaid Principal Balance	89,487	57,402
Related Allowance	6,044	7,328
Average Recorded Investment	65,502	55,033
Interest Income Recognized	18	91
Total: Construction
With an allowance recorded [Abstract]
Related Allowance	94	23
Totals [Abstract]
Recorded Investment	192	66
Unpaid Principal Balance	192	136
Related Allowance	94	23
Average Recorded Investment	129	38
Interest Income Recognized	0	0
Total: Residential
With an allowance recorded [Abstract]
Related Allowance	20	5
Totals [Abstract]
Recorded Investment	2,088	618
Unpaid Principal Balance	2,088	618
Related Allowance	20	5
Average Recorded Investment	1,353	1,222
Interest Income Recognized	0	0
Total: Consumer
With an allowance recorded [Abstract]
Related Allowance	6	14
Totals [Abstract]
Recorded Investment	50	48
Unpaid Principal Balance	50	50
Related Allowance	6	14
Average Recorded Investment	49	295
Interest Income Recognized	$ 0	$ 0

XML

Credit Quality of Loans and Allowance for Loan Losses - Classes of Loans by Risk Rating (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 1,137,255	$ 1,183,426	$ 1,272,000
Commercial, financial and agricultural
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	401,048	435,207	469,815
Real estate – commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	438,779	448,406	464,859
Commercial, Total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 839,827	$ 883,613
Percentage of Total Loans	100.00%	100.00%
Real estate - construction
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 94,679	$ 90,287	100,248
Percentage of Total Loans	100.00%	100.00%
Real estate - residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 145,671	$ 146,751	159,426
Percentage of Total Loans	100.00%	100.00%
Installment loans to individuals
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 50,888	$ 56,398	75,258
Lease financing receivable
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	692	732	969
Other
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	5,498	5,645	$ 1,425
Consumer and other commercial, total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 57,078	$ 62,775
Percentage of Total Loans	100.00%	100.00%
Pass | Commercial, financial and agricultural
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 326,697	$ 358,373
Pass | Real estate – commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	393,327	411,280
Pass | Commercial, Total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 720,024	$ 769,653
Percentage of Total Loans	85.73%	87.10%
Pass | Real estate - construction
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 92,978	$ 89,323
Percentage of Total Loans	98.20%	98.93%
Pass | Real estate - residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 140,883	$ 144,250
Percentage of Total Loans	96.71%	98.30%
Special mention | Commercial, financial and agricultural
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 8,718	$ 9,687
Special mention | Real estate – commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	5,798	3,823
Special mention | Commercial, Total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 14,516	$ 13,510
Percentage of Total Loans	1.73%	1.53%
Special mention | Real estate - construction
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 167	$ 600
Percentage of Total Loans	0.18%	0.66%
Special mention | Real estate - residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 854	$ 1,233
Percentage of Total Loans	0.59%	0.84%
Substandard | Commercial, financial and agricultural
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 65,633	$ 67,147
Substandard | Real estate – commercial
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	39,654	33,303
Substandard | Commercial, Total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 105,287	$ 100,450
Percentage of Total Loans	12.54%	11.37%
Substandard | Real estate - construction
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 1,534	$ 364
Percentage of Total Loans	1.62%	0.40%
Substandard | Real estate - residential
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 3,934	$ 1,268
Percentage of Total Loans	2.70%	0.86%
Performing | Installment loans to individuals
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 50,837	$ 56,041
Performing | Lease financing receivable
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	692	699
Performing | Other
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	5,498	5,645
Performing | Consumer and other commercial, total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 57,027	$ 62,385
Percentage of Total Loans	99.91%	99.38%
Nonperforming | Installment loans to individuals
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 51	$ 357
Nonperforming | Lease financing receivable
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	0	33
Nonperforming | Other
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	0	0
Nonperforming | Consumer and other commercial, total
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans	$ 51	$ 390
Percentage of Total Loans	0.09%	0.62%

XML

Credit Quality of Loans and Allowance for Loan Losses - Schedule of Modified Troubled Debt Restucturings During the Period (Details) - Commercial, financial and agricultural $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) contract	Mar. 31, 2017 USD ($) contract
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Modifications, Number of Contracts | contract	0	1
Financing Receivable, Modifications, Pre-Modification Recorded Investment | $	$ 0	$ 1,984

XML

Credit Quality of Loans and Allowance for Loan Losses - Narrative (Details)	3 Months Ended
	Mar. 31, 2018 USD ($) industry_concentration	Dec. 31, 2017 USD ($)
Financing Receivable, Recorded Investment [Line Items]
Number of industry segment concentration above threshold limit | industry_concentration	1
Concentration Risk, Percentage	10.00%
Loans exposure in oil and gas industry	$ 172,800,000
Exposure in the oil and gas industry specified as percentage of total loans	15.20%
Loans with exposure in commercial real estate	$ 502,500,000
Loans on nonaccrual status	$ 82,275,000	$ 49,278,000
Nonaccrual status of loans specified as percentage of total CRE loans	5.20%
Loans and Leases Receivable, Impaired, Commitment to Lend	$ 0
Real estate – commercial
Financing Receivable, Recorded Investment [Line Items]
Percentage of CRE loans secured by owner-occupied commercial properties	54.00%
Total CRE loans on non-accrual	$ 26,200,000
Loans on nonaccrual status	$ 26,006,000	$ 11,128,000

XML

Intangibles (Details) - Core Deposit Intangible Assets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 11,674	$ 11,674
Less accumulated amortization	(8,436)	(8,159)
Net carrying amount	$ 3,238	$ 3,515

XML

Derivatives (Details)	3 Months Ended
	Mar. 31, 2018 USD ($) contract	Dec. 31, 2017 USD ($)
Derivative [Line Items]
Number of Interest Rate Derivatives Held | contract	2
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	$ 0
Designated as Hedging Instrument | Interest Rate Contract
Derivative [Line Items]
Derivative, Notional Amount	27,500,000	$ 27,500,000
Derivative Asset	$ 1,387,000	$ 1,078,000

XML

Derivatives Schedule of Pre-tax Effect of Hedging Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Derivative [Line Items]
Interest expense	$ 1,627	$ 1,465
Reclassifications Out of Accumulated Other Comprehensive (Loss) Income | Gains on derivative instruments: | Interest Rate Contract
Derivative [Line Items]
Interest expense	(40)	0
Designated as Hedging Instrument | Reclassifications Out of Accumulated Other Comprehensive (Loss) Income | Gains on derivative instruments: | Interest Rate Contract
Derivative [Line Items]
Interest expense	40	0
Cash Flow Hedging | Interest rate swaps
Derivative [Line Items]
Amount of Gain Recognized in OCI on Derivative (Effective Portion)	$ 309	$ 13

XML

Other Comprehensive (Loss) Income - Summary of the Tax Effects (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income, before tax	$ (3,739)	$ 827
Other Comprehensive Income (Loss), Tax	(785)	290
Unrealized gains and losses on securities available-for-sale:
Accumulated Other Comprehensive Income (Loss) [Line Items]
Change in unrealized gains/losses during period	(4,048)	820
Other Comprehensive Income (Loss) before Reclassifications, Tax	(850)	287
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(3,198)	533
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	0	6
Reclassification from AOCI, Current Period, Tax	0	2
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0	4
Gains on derivative instruments:
Accumulated Other Comprehensive Income (Loss) [Line Items]
Change in unrealized gains/losses during period	349	13
Other Comprehensive Income (Loss) before Reclassifications, Tax	73	5
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	276	8
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	(40)	0
Reclassification from AOCI, Current Period, Tax	8	0
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	(32)	0
Total other comprehensive (loss) income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total other comprehensive income, before tax	(3,739)	827
Other Comprehensive Income (Loss), Tax	(785)	290
Other Comprehensive Income (Loss), Net of Tax	$ (2,954)	$ 537

XML

Other Comprehensive (Loss) Income - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Gain on sale of securities, net	$ 0	$ (6)
Tax expense	(34)	589
Interest expense	1,627	1,465
Net earnings	360	2,491
Unrealized gains and losses on securities available-for-sale: | Reclassifications Out of Accumulated Other Comprehensive (Loss) Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Tax expense	0	2
Net earnings	0	4
Unrealized gains and losses on securities available-for-sale: | Interest Rate Contract | Reclassifications Out of Accumulated Other Comprehensive (Loss) Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Gain on sale of securities, net	0	(6)
Gains on derivative instruments: | Reclassifications Out of Accumulated Other Comprehensive (Loss) Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Tax expense	8	0
Net earnings	(32)	0
Gains on derivative instruments: | Interest Rate Contract | Reclassifications Out of Accumulated Other Comprehensive (Loss) Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ (40)	$ 0

XML

Earnings Per Common Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Net (loss) earnings available to common shareholders	$ (450)	$ 1,680
Dividends on Series C preferred stock	0	0
Adjusted net earnings available to common shareholders	$ (450)	$ 1,680
Weighted average number of common shares outstanding used in computation of basic earnings per common share	16,495	11,264
Effect of dilutive securities:
Stock options	5	14
Restricted stock	0	4
Weighted average number of common shares outstanding plus effect of dilutive securities - used in computation of diluted earnings per common share (in shares)	16,500	11,282
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computing diluted earnings per share (in shares)	43	84
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computing diluted earnings per share (in shares)	0	4
Shares subject to the outstanding warrant issued in connection with the CPP transaction
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computing diluted earnings per share (in shares)	104	104
Convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computing diluted earnings per share (in shares)	0	507

XML

Earnings Per Common Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2017	Jul. 11, 2017
Earnings Per Share [Abstract]
Number of common share issued pursuant to partial exercise of option granted to underwrite		516,700
Stock Issued During Period, Shares, New Issues	4,583,334
Price of stock issued during period	$ 12.00
Additional proceeds from exercise of option related to common stock issuance		$ 6.2
Gross proceeds from common stock issuance, including exercise of option		61.2
Net proceeds from common stock issuance, including exercise of option		$ 57.2

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Fair Value Measurement - On a Recurring and Nonrecurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Available-for-sale securities:
Total available-for-sale securities	$ 293,970	$ 309,191
Recurring
Available-for-sale securities:
Obligations of state and political subdivisions	20,193	22,809
GSE mortgage-backed securities	55,511	59,124
Collateralized mortgage obligations: residential	188,007	198,155
Collateralized mortgage obligations: commercial	2,183	2,240
Mutual funds	2,026	2,061
Corporate debt securities	26,050	24,802
Total available-for-sale securities	293,970	309,191
Recurring | Level 1
Available-for-sale securities:
Obligations of state and political subdivisions	0	0
GSE mortgage-backed securities	0	0
Collateralized mortgage obligations: residential	0	0
Collateralized mortgage obligations: commercial	0	0
Mutual funds	2,026	2,061
Corporate debt securities	0	0
Total available-for-sale securities	2,026	2,061
Recurring | Level 2
Available-for-sale securities:
Obligations of state and political subdivisions	20,193	22,809
GSE mortgage-backed securities	55,511	59,124
Collateralized mortgage obligations: residential	188,007	198,155
Collateralized mortgage obligations: commercial	2,183	2,240
Mutual funds	0	0
Corporate debt securities	26,050	24,802
Total available-for-sale securities	291,944	307,130
Recurring | Level 3
Available-for-sale securities:
Obligations of state and political subdivisions	0	0
GSE mortgage-backed securities	0	0
Collateralized mortgage obligations: residential	0	0
Collateralized mortgage obligations: commercial	0	0
Mutual funds	0	0
Corporate debt securities	0	0
Total available-for-sale securities	0	0
Nonrecurring
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	13,758	10,227
Loans held for sale	1,117	15,737
Other real estate	1,803	2,001
Assets held for sale	3,995	3,572
Nonrecurring | Level 1
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	0	0
Loans held for sale	0	0
Other real estate	0	0
Assets held for sale	0	0
Nonrecurring | Level 2
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	0	0
Loans held for sale	1,117	15,737
Other real estate	0	0
Assets held for sale	3,995	3,572
Nonrecurring | Level 3
Assets and Liabilities Measured on Nonrecurring Basis
Impaired loans	13,758	10,227
Loans held for sale	0	0
Other real estate	1,803	2,001
Assets held for sale	0	0
Fair Value | Level 1
Available-for-sale securities:
Derivative Asset	0	0
Fair Value | Level 2
Available-for-sale securities:
Derivative Asset	1,387	1,078
Fair Value | Level 3
Available-for-sale securities:
Derivative Asset	$ 0	$ 0

XML

Fair Value Measurement - By Balance Sheet Grouping and Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Discount for selling costs	10.00%
Financial assets [Abstract]
Securities available-for-sale	$ 293,970	$ 309,191
Securities held-to-maturity	72,307	80,920
Financial liabilities [Abstract]
Long-term Federal Home Loan Bank advances	10,016	10,021
Carrying Value
Financial assets [Abstract]
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	211,486	152,964
Securities held-to-maturity	73,255	81,052
Other investments	12,896	12,214
Loans, net	1,111,884	1,156,538
Cash surrender value of life insurance policies	14,948	14,896
Financial liabilities [Abstract]
Non-interest-bearing deposits	427,504	416,547
Interest-bearing deposits	1,076,433	1,063,142
Securities sold under agreements to repurchase	33,026	67,133
Short-term Federal Home Loan Bank advances	27,500	40,000
Long-term Federal Home Loan Bank advances	10,016	10,021
Junior subordinated debentures	22,167	22,167
Fair Value | Level 1
Financial assets [Abstract]
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	211,486	152,964
Securities held-to-maturity	0	0
Other investments	12,896	12,214
Loans, net	0	0
Cash surrender value of life insurance policies	0	0
Derivative Asset	0	0
Financial liabilities [Abstract]
Non-interest-bearing deposits	0	0
Interest-bearing deposits	0	0
Securities sold under agreements to repurchase	33,026	67,133
Short-term Federal Home Loan Bank advances	27,500	40,000
Long-term Federal Home Loan Bank advances	0	0
Junior subordinated debentures	0	0
Fair Value | Level 2
Financial assets [Abstract]
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	0	0
Securities held-to-maturity	72,307	80,920
Other investments	0	0
Loans, net	0	0
Cash surrender value of life insurance policies	14,948	14,896
Derivative Asset	1,387	1,078
Financial liabilities [Abstract]
Non-interest-bearing deposits	427,504	416,547
Interest-bearing deposits	901,846	881,139
Securities sold under agreements to repurchase	0	0
Short-term Federal Home Loan Bank advances	0	0
Long-term Federal Home Loan Bank advances	9,991	10,011
Junior subordinated debentures	22,167	22,167
Fair Value | Level 3
Financial assets [Abstract]
Cash and due from banks, interest-bearing deposits in banks and federal funds sold	0	0
Securities held-to-maturity	0	0
Other investments	0	0
Loans, net	1,115,895	1,160,614
Cash surrender value of life insurance policies	0	0
Derivative Asset	0	0
Financial liabilities [Abstract]
Non-interest-bearing deposits	0	0
Interest-bearing deposits	171,757	179,910
Securities sold under agreements to repurchase	0	0
Short-term Federal Home Loan Bank advances	0	0
Long-term Federal Home Loan Bank advances	0	0
Junior subordinated debentures	$ 0	0
Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Period when new appraisals are received	28 days
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Period when new appraisals are received	42 days
Interest Rate Contract | Designated as Hedging Instrument
Financial assets [Abstract]
Derivative Asset	$ 1,387	$ 1,078

XML

Fair Value Measurement Schedule of Significant Observable Inputs Used in Fair Value Measurement of Level 3 Assets (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	$ 13,758	$ 10,227
Other real estate	1,803	2,001
Level 3
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	13,758	10,227
Other real estate	$ 1,803	$ 2,001