SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2018

[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File No. 333-204842

New Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland		47-4314938
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

45 North Whittaker Street, New Buffalo, Michigan		49117
(Address of Principal Executive Offices)		(Zip Code)

(269) 469-2222

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X] NO [ ]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if smaller reporting company)

Emerging growth company [X]

Smaller reporting company [X]

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 [X]

As of May 15, 2018, the latest practicable date, 719,531 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding.

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New Bancorp, Inc.

Form 10-Q

Index

		Page
Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	2

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (unaudited)	3

	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2018	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4.	Controls and Procedures	33

Part II. Other Information

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	34

	Signature Pages	35

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Part I – Financial Information

Item 1 Financial Statements

New Bancorp, Inc.

Condensed Consolidated Balance Sheets

March 31, 2018 (Unaudited) and December 31, 2017

(In thousands, except share data)

	March 31,			December 31,
	2018			2017
Assets

Cash and due from banks	$	1,316		$	1,085
Interest-earning demand deposits		1,826			2,997
Federal funds sold		12,946			11,711
Cash and cash equivalents		16,088			15,793

Interest-earning time deposits in banks		744			744
Loans held for sale		-			3,234
Loans, net of allowance for loan losses of $1,074 and $1,123 at March 31, 2018 and December 31, 2017, respectively		95,179			97,512
Premises and equipment		1,866			1,894
Federal Home Loan Bank stock		468			468
Accrued interest receivable		245			267
Bank owned life insurance		5,631			5,589
Servicing rights		1,074			937
Prepaid expenses and other assets		199			441

Total assets	$	121,494		$	126,879

Liabilities and Shareholders' Equity

Liabilities
Deposits
Demand	$	34,430		$	37,025
Savings and money market accounts		26,368			24,742
Time		34,607			39,921

Total deposits		95,405			101,688

Borrowings		9,027			9,027
Other liabilities		1,444			812

Total liabilities		105,876			111,527


Redeemable common stock held by Employee Stock Ownership Plan (ESOP)		171			160
Shareholders' Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued		-			-
Common stock, $0.01 par value, 4,000,000 shares authorized, 719,531 shares issued and outstanding		7			7
Additional paid-in capital		5,853			5,827
Unearned ESOP shares		(472	)		(472	)
Retained earnings		10,230			9,990
Total shareholders' equity		15,618			15,352
Less maximum cash obligation related to ESOP shares		(171	)		(160	)
Total shareholders' equity less maximum cash obligation related to ESOP shares		15,447			15,192
Total liabilities and shareholders' equity	$	121,494		$	126,879

See notes to condensed consolidated financial statements

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New Bancorp, Inc.

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2018 and 2017 (Unaudited)

(In thousands)

	Three months ended March 31,
	2018			2017
Interest Income
Loans	$	1,161		$	931
Interest-bearing deposits		55			18

Total interest income		1,216			949
Interest Expense
Deposits		216			166
Borrowings		40			39

Total interest expense		256			205

Net Interest Income		960			744

Provision (Credit) for Loan Losses		(50	)		-

Net Interest Income After Provision (Credit) for Loan Losses		1,010			744

Noninterest Income
Service charges and fees		82			66
Gain on sale of loans		382			214
Gain on sale of foreclosed real estate, net		-			29
Income from bank owned life insurance		42			42
Loan servicing fees, net		1			14
Other operating		9			11

Total noninterest income		516			376

Noninterest Expense
Salaries and employee benefits		692			630
Occupancy and equipment		96			95
Data processing fees		123			114
FDIC insurance premiums		19			8
Insurance premiums		10			10
Professional services		165			121
Impairment losses and expenses of foreclosed real estate		-			9
Other		181			152

Total noninterest expense		1,286			1,139

Net Income (Loss)	$	240		$	(19	)

Earnings (loss) per share - basic	$	0.37		$	(0.03	)
Earnings (loss) per share - diluted	$	0.36		$	(0.03	)
Weighted-average shares basic		649,365			647,142
Weighted-average shares diluted		671,255			647,142

See notes to condensed consolidated financial statements

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New Bancorp, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended March 31, 2018 (Unaudited)

(In thousands)

										Maximum Cash
			Additional		Unearned					Obligation
	Common		Paid-in		ESOP			Retained		Related to
	Stock		Capital		Shares			Earnings		ESOP Shares			Total

Balance at January 1, 2018	$	7	$	5,827	$	(472	)	$	9,990	$	(160	)	$	15,192

Compensation expense related to restricted shares		-		16		-			-		-			16

Compensation expense related to stock options		-		10		-			-		-			10

Change related to ESOP shares		-		-		-			-		(11	)		(11	)

Net income for the period		-		-		-			240		-			240

Balance at March 31, 2018	$	7	$	5,853	$	(472	)	$	10,230	$	(171	)	$	15,447

See notes to condensed consolidated financial statements

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New Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2018 and 2017 (Unaudited)

(In thousands)

	Three Months Ended March 31,
	2018			2017
Operating Activities
Net income (loss)	$	240		$	(19	)
Items not requiring (providing) cash
Depreciation and amortization		69			55
Credit for loan losses		(50	)		-
Deferred loan origination fees, costs, premiums, discounts, net		(3	)		(3	)
Gain on sale of loans		(382	)		(214	)
Proceeds from sales of loans originated for sale		7,562			1,444
Loans originated for sale		(4,109	)		(3,597	)
Gain on sale of foreclosed real estate		-			(29	)
ESOP shares earned		-			10
Compensation expense related to stock benefit plans		26			-
Increase in cash surrender value of life insurance		(42	)		(42	)
Changes in
Accrued interest receivable		22			(18	)
Prepaid expenses and other assets		242			(2,519	)
Other liabilities		632			281

Net cash provided by (used in) operating activities		4,207			(4,651	)

Investing Activities
Net change in loans		2,386			(1,411	)
Purchase of premises and equipment		(15	)		(6	)
Proceeds from sale of foreclosed assets		-			54

Net cash provided by (used in) investing activities		2,371			(1,363	)

Financing Activities
Net increase (decrease) in deposits		(6,283	)		12,617
Net change in federal funds purchased		-			(1,000	)

Net cash provided by (used in) financing activities		(6,283	)		11,617

Increase in Cash and Cash Equivalents		295			5,603

Cash and Cash Equivalents, Beginning of Year		15,793			9,857

Cash and Cash Equivalents, End of Year	$	16,088		$	15,460

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	275		$	200

See notes to condensed consolidated financial statements

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 1:

Basis of Presentation

The accompanying condensed consolidated balance sheet of New Bancorp, Inc. (the Company) as of December 31, 2017, which has been derived from audited financial statements, and the unaudited condensed consolidated financial statements of the Company as of March 31, 2018 and for the three months ended March 31, 2018 and 2017, were prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, 2017 included in the Company’s Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to the Financial Statements contained in the Form 10-K.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited financial statements have been included to present fairly the financial position as of March 31, 2018 and the results of operations and cash flows for the three months ended March 31, 2018 and 2017. All interim amounts have not been audited and the results of operations for the three months ended March 31, 2018 herein, are not necessarily indicative of the results of operations to be expected for the entire year.

Principles of Consolidation

The consolidated financial statements as of and for the periods ended March 31, 2018 and December 31, 2017, include New Bancorp, Inc. and its wholly-owned subsidiary the New Buffalo Savings Bank “the Bank”, together referred to as the “Company.” Intercompany transactions and balances have been eliminated in consolidation. The conversion to stock form, including the formation of New Bancorp, Inc., was completed on October 19, 2015.

Use of Estimates

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

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, valuation of deferred tax assets and fair values of financial instruments.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 2:

Securities

The Company had no investment securities at March 31, 2018 and December 31, 2017. The Company had no sales of investment securities during the three month periods ended March 31, 2018 and 2017.

Note 3:

Loans and Allowance for Loan Losses

The Company’s loan and allowance for loan losses policies are as follows:

Loans Receivable

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses and any unamortized deferred fees or costs on originated loans.

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

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

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

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Bank’s internal risk rating process.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

Classes of loans at March 31, 2018 and December 31, 2017 include:

	March 31,			December 31,
	2018			2017
	(In thousands)
Real estate loans
Residential	$	39,462		$	41,474
Commercial		46,421			45,623
Construction and land		10,622			10,746
Commercial business		565			909
Consumer and other		553			557

Total loans		97,623			99,309

Less:
Net deferred loan fees, premiums and discounts		(316	)		(176	)
Undisbursed loans in process		(1,054	)		(498	)
Allowance for loan losses		(1,074	)		(1,123	)

Net loans	$	95,179		$	97,512

Residential Real Estate: The residential real estate loans are generally secured by owner-occupied 1-4 family residences. The Bank’s portfolio of home equity loans totaled $4.6 million and $4.8 million at March 31, 2018 and December 31, 2017, respectively, the preponderance of which were secured by first liens, or by second liens on properties where the Bank also holds the first lien. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Bank’s market areas that might impact either property values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Commercial Real Estate: Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economy in the Bank’s market area.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Construction and Land: Construction and land loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economy in the Bank’s market area.

Commercial Business: The commercial business loan portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.

Consumer: The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Bank’s market area) and the creditworthiness of a borrower.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

The following tables present by portfolio segment, the activity in the allowance for loan losses for the three months ended March 31, 2018 and 2017 and the recorded investment in loans and impairment method as of March 31, 2018 and December 31, 2017:

	For the Three Months Ended March 31, 2018 (Unaudited)
	Real Estate
						Construction			Commercial
	Residential			Commercial		and Land			Business		Consumer			Total
	(In thousands)

Allowance for loan losses:
Balance, January 1, 2018	$	540		$	484	$	76		$	15	$	8		$	1,123
Provision (credit) for loan losses		(53	)		57		(48	)		1		(7	)		(50	)
Charge-offs		-			-		-			-		-			-
Recoveries		-			-		-			1		-			1

Balance, March 31, 2018	$	487		$	541	$	28		$	17	$	1		$	1,074

	For the Three Months Ended March 31, 2017 (Unaudited)

Balance, January 1, 2017	$	656		$	326	$	72	$	4		$	5	$	1,063
Provision for loan losses		(66	)		39		6		18			3		-
Charge-offs		(12	)		-		-		(9	)		-		(21	)
Recoveries		-			-		-		-			-		-

Balance, March 31, 2017	$	578		$	365	$	78	$	13		$	8	$	1,042

		For the Three Months Ended March 31, 2018 (Unaudited)
Allowance for loan losses:
Ending balance, individually evaluated for impairment	$	-		$	-	$	-	$	-		$	-	$	-

Ending balance, collectively evaluated for impairment	$	487		$	541	$	28	$	17		$	1	$	1,074

Loans:
Ending balance	$	39,462		$	46,421	$	10,622	$	565		$	553	$	97,623

Ending balance; individually evaluated for impairment	$	2,173		$	39	$	2,486	$	-		$	-	$	4,698

Ending balance; collectively evaluated for impairment	$	37,289		$	46,382	$	8,136	$	565		$	553	$	92,925

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

	December 31, 2017
	Real Estate
					Construction		Commercial
	Residential		Commercial		and Land		Business		Consumer		Total
	(In thousands)

Allowance for loan losses:
Ending balance, individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-	$	-

Ending balance, collectively evaluated for impairment	$	545	$	480	$	76	$	15	$	7	$	1,123

Loans:
Ending balance	$	41,474	$	45,623	$	10,746	$	909	$	557	$	99,309

Ending balance; individually evaluated for impairment	$	2,294	$	33	$	2,312	$	-	$	-	$	4,639

Ending balance; collectively evaluated for impairment	$	39,180	$	45,590	$	8,434	$	909	$	557	$	94,670

Internal Risk Categories

The Bank has adopted a standard loan grading system for all loans. Loans are selected for a grading review based on certain characteristics, including concentrations of credit and upon delinquency of 90 days or more. Definitions are as follows:

Pass: Loans categorized as Pass are higher quality loans that do not fit any of the other categories described below.

Special Mention/Watch: The loans identified as special mention/watch have an obvious flaw or a potential weakness that deserves special management attention, but which has not yet impacted collectability. These flaws or weaknesses, if left uncorrected, may result in the deterioration of the prospects of repayment or the deterioration of the Bank’s credit position.

Substandard: These are loans with a well-defined weakness, where the Bank has a serious concern about the borrower’s ability to make full repayment if the weaknesses are not corrected. The loan may contain a flaw, which could impact the borrower’s ability to repay, or the borrower’s continuance as a “going concern”. When collateral values are not sufficient to secure the loan and other weaknesses are present, the loan may be rated substandard. A loan will also be graded substandard when full repayment is expected, but it must come from the liquidation of collateral. All loans that are past due 90 days or more are classified as substandard.

Doubtful: These are loans with major defined weaknesses, where future charge-off of a part of the credit is highly likely. The primary repayment source is no longer viable and the viability of the secondary source of repayment is in doubt. The amount of loss is uncertain due to circumstances within the credit that are not yet fully developed and the loan is rated “Doubtful” until the loss can be accurately estimated.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Loss: These are loans that represent near term charge-offs. Loans classified as loss are considered uncollectible and of such little value that it is not desirable to continue carrying them as assets on the Bank’s financial statements, even though partial recovery may be possible at some future time.

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of March 31, 2018 and December 31, 2017:

	March 31, 2018
	Real Estate
					Construction		Commercial
	Residential		Commercial		and Land		Business		Consumer		Total
	(In thousands)
Pass	$	37,721	$	45,934	$	9,558	$	526	$	553	$	94,292
Special mention/Watch		86		-		-		-				86
Substandard		1,655		487		1,064		39		-		3,245
Doubtful		-		-		-		-		-		-

Total	$	39,462	$	46,421	$	10,622	$	565	$	553	$	97,623

	December 31, 2017
	Real Estate
					Construction		Commercial
	Residential		Commercial		and Land		Business		Consumer		Total
	(In thousands)
Pass	$	39,639	$	45,136	$	9,839	$	876	$	557	$	96,047
Special mention/Watch		48		-		-		-		-		48
Substandard		1,787		487		907		33		-		3,214
Doubtful		-		-		-		-		-		-

Total	$	41,474	$	45,623	$	10,746	$	909	$	557	$	99,309

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the past year.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of March 31, 2018 and December 31, 2017:

	March 31, 2018 (Unaudited)
													Total Loans >
	30-59 Days		60-89 Days		Greater Than		Total				Total Loans		90 Days &
	Past Due		Past Due		90 Days		Past Due		Current		Receivable		Accruing
	(In thousands)
Real estate
Residential	$	207	$	13	$	389	$	609	$	38,853	$	39,462	$	-
Commercial		-		-				-		46,421		46,421		-
Construction and land		-		-		-		-		10,622		10,622		-
Commercial business		-		-		-		-		565		565		-
Consumer		-		-		-		-		553		553		-
		.
Total	$	207	$	13	$	389	$	609	$	97,014	$	97,623	$	-

	December 31, 2017
													Total Loans >
	30-59 Days		60-89 Days		Greater Than		Total				Total Loans		90 Days &
	Past Due		Past Due		90 Days		Past Due		Current		Receivable		Accruing
	(In thousands)
Real estate
Residential	$	73	$	196	$	-	$	269	$	41,205	$	41,474	$	-
Commercial		-		-		-		-		45,623		45,623		-
Construction and land		-		-		-		-		10,746		10,746		-
Commercial business		-		-		-		-		909		909		-
Consumer		-		-		-		-		557		557		-

Total	$	73	$	196	$	-	$	269	$	99,040	$	99,309	$	-

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming multi-family and commercial loans but also include loans modified in troubled debt restructurings.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents impaired loans as of March 31, 2018 and for the three month periods ended March 31, 2018 and 2017:

	As of						As of and for the three months ended
	March 31, 2018						March 31, 2018				March 31, 2017
			Unpaid				Average Balance of		Interest		Average Balance of		Interest
	Recorded Balance		Principal Balance		Specific Allowance		Impaired Loans		Income Recognized		Impaired Loans		Income Recognized
	(In thousands)
Loans without a specific valuation allowance:
Real estate
Residential	$	2,173	$	2,322	$	-	$	2,186	$	8	$	2,510	$	37
Commercial		39		39		-		36		-		528		7
Construction and land		2,486		2,503		-		2,399		19		1,713		25
Commercial business		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-

Loans with a specific valuation allowance:
Real estate
Residential		-		-		-		-		-		-		-
Commercial		-		-		-		-		-		-		-
Construction and land		-		-		-		-		-		-		-
Commercial business		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-

Totals	$	4,698	$	4,864	$	-	$	4,621	$	27	$	4,751	$	69

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

The following table presents impaired loans as of December 31, 2017:

	As of and for the year ended December 31, 2017
			Unpaid				Average Balance of		Interest
	Recorded Balance		Principal Balance		Specific Allowance		Impaired Loans		Income Recognized
	(In thousands)
Loans without a specific valuation allowance:
Real estate
Residential	$	2,294	$	3,748	$	-	$	2,166	$	43
Commercial		33		33		-		35		2
Construction and land		2,312		1,014		-		1,799		90
Commercial business		-		-		-		-		-
Consumer		-		-		-		-		-

Loans with a specific valuation allowance:
Real estate
Residential		-		-		-		-		-
Commercial		-		-		-		-		-
Construction and land		-		-		-		-		-
Commercial business		-		-		-		-		-
Consumer		-		-		-		-		-

Totals	$	4,639	$	4,795	$	-	$	4,000	$	135

The following table presents the Company’s nonaccrual loans at March 31, 2018 and December 31, 2017. The table excludes performing troubled debt restructurings.

	March 31,		December 31,
	2018		2017
	(In thousands)

Real estate loans
Residential	$	1,608	$	1,629
Commercial		-		-
Construction and land		887		728
Commercial business		-		-
Consumer and other		-		-

Total nonaccrual	$	2,495	$	2,357

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

At March 31, 2018 (unaudited) and December 31, 2017, the Company had certain loans that were modified in troubled debt restructurings (TDRs) and impaired. The modification of terms of such loans generally included one or a combination of the following: an extension of the maturity date or a reduction of the stated interest rate.

During the three months ended March 31, 2018 and 2017, there were no new loan modifications classified as TDRs.

The Company had no TDRs modified in the twelve months ended March 31, 2018 and 2017 that subsequently defaulted. A loan is considered to be in payment default once it is 30 days contractually past due under the loan’s modified terms.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Bank’s internal underwriting policy.

The Company had no foreclosed real estate held for sale at March 31, 2018 and December 31, 2017.

Note 4:

Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory- and possibly additional discretionary- actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

At March 31, 2018 and December 31, 2017, quantitative measures established by regulation to ensure capital adequacy requires the Bank to maintain minimum amounts and ratios (set forth in the table below), of total capital, Tier 1 capital and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 leverage capital to average total assets.

Basel III was effective for the Company on January 1, 2015. Basel III requires the Bank to maintain minimum amounts and ratios of common equity Tier 1 capital to risk weighted assets, as defined in the regulation. Under the new Basel III rules, in order to avoid limitations on capital distributions, including dividends, the Company must hold a capital conservation buffer above the adequately capitalized common equity Tier 1 capital to risk-weighted assets ratio. The capital conservation buffer is being phased in from zero percent to 2.50 percent by 2019. Under Basel III, the Company and Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Management believes, as of March 31, 2018 (unaudited) and December 31, 2017, that the Bank meets all capital adequacy requirements to which it is subject.

As of March 31, 2018 (unaudited) and December 31, 2017, the most recent notification categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the following table:

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of March 31, 2018
Total Capital (to Risk-Weighted Assets)	$	15,405		16.7	%	$	7,377		8.0	%	$	9,221		10.0	%

Tier 1 Capital (to Risk-Weighted Assets)	$	14,331		15.5	%	$	5,533		6.0	%	$	7,377		8.0	%

Common Equity Tier I Capital (to Risk-Weighted Assets)	$	14,331		15.5	%	$	4,150		4.5	%	$	5,994		6.5	%

Tier I Leverage Capital (to Average Total Assets)	$	14,331		11.7	%	$	4,882		4.0	%	$	6,103		5.0	%

As of December 31, 2017
Total Capital (to Risk-Weighted Assets)	$	15,094		16.3	%	$	7,394		8.0	%	$	9,243		10.0	%

Tier 1 Capital (to Risk-Weighted Assets)	$	13,971		15.1	%	$	5,546		6.0	%	$	7,394		8.0	%

Common Equity Tier I Capital (to Risk-Weighted Assets)	$	13,971		15.1	%	$	4,159		4.5	%	$	6,008		6.5	%

Tier I Leverage Capital (to Average Total Assets)	$	13,971		11.3	%	$	4,933		4.0	%	$	6,116		5.0	%

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 5:

Disclosures about Fair Value of Assets and Liabilities

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

Level 1

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2

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

Level 3

Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Nonrecurring Measurements

The Company had no assets measured at fair value on a non-recurring basis for the periods ending March 31, 2018 and December 31, 2017.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments

The following table presents the estimated fair values of the Company’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2018 and December 31, 2017.

					Fair Value Measurement Using
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
			(In thousands)
March 31, 2018
Financial assets
Cash and due from banks	$	1,316	$	1,316	$	1,316	$	-	$	-
Interest-earning demand deposits		1,826		1,826		1,826		-		-
Federal funds sold		12,946		12,946		12,946
Interest-earning time deposits in banks		744		744		-		744		-
Loans and loans held for sale, net		95,179		94,328		-		-		94,328
Federal Home Loan Bank stock		468		468		-		468		-
Accrued interest receivable		245		245		-		245		-
Servicing rights		1,074		1,074		-		-		1,074
Financial liabilities
Deposits		95,405		93,585		59,234		34,351		-
Advances from the Federal Home Loan Bank		9,027		8,977		-		8,977		-
Accrued interest payable		11		11		-		11		-

December 31, 2017
Financial assets
Cash and due from banks	$	1,085	$	1,085	$	1,085	$	-	$	-
Interest-earning demand deposits		2,997		2,997		2,997		-		-
Federal funds sold		11,711		11,711		11,711		-		-
Interest-earning time deposits in banks		744		744		-		744		-
Loans and loans held for sale, net		100,746		100,273		-		-		100,273
Federal Home Loan Bank stock		468		468		-		468		-
Accrued interest receivable		267		267		-		267		-
Mortgage servicing rights		937		937		-		-		937
Financial liabilities
Deposits		101,688		101,603		61,767		39,836		-
Advances from the Federal Home Loan Bank		9,027		9,024		-		9,024		-
Accrued interest payable		30		30		-		30		-

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

Cash and Due from Banks, Interest-earning Demand Deposits and Federal Funds Sold

The carrying amount approximates fair value.

Interest-earning Time Deposits in Banks

The carrying amount approximates fair value.

Loans

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities. The market rates used are based on current rates the Bank would impose for similar loans and reflect a market participant assumption about risks associated with nonperformance, illiquidity, and the structure and term of the loans along with local economic and market conditions.

Federal Home Loan Bank Stock

Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities.

Accrued Interest Receivable and Payable

The carrying amount approximates fair value. The carrying amount is determined using the interest rate, balance and last payment date.

Servicing Rights

Servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed and default rate.

Deposits

Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The market rates used were obtained from a knowledgeable independent third party and reviewed by the Bank. The rates were the average of current rates offered by local competitors of the Bank.

The estimated fair value of demand, NOW, savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Federal Home Loan Bank Advances

Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities. These rates were obtained from current rates offered by the Federal Home Loan Bank.

Commitments to Originate Loans, Letters of Credit and Lines of Credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

Note 6:

Recent Accounting Pronouncements

The Company is an emerging growth company and as such will be subject to the effective dates noted for the private companies if they differ from the effective dates noted for public companies.

FASB ASU 2014-09, Revenue from Contracts with Customers

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March, 2016 the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the guidance in determining revenue recognition as principal versus agent. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which provides guidance in accounting for immaterial performance obligations and shipping and handling. In May 2016, the FASB issued ASU 2016-02-12, “Narrow-Scope Improvements and Practical Expedients” which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. This ASU also provides a practical expedient for contract modifications.

As an emerging growth company, these amendments are effective for annual reporting periods beginning after December 31, 2018, and for interim periods within annual periods beginning after December 15, 2019. The Company’s revenue is primarily comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09. The Company is continuing to evaluate the impact of adopting ASU 2014-09, but does not expect the impact to have a material impact on the Company’s financial position or results of operations.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

FASB ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. For public business entities, the amendments in this update include the elimination of the requirement to disclose the method(s) and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, the requirement to use the exit price notion when measuring fair value of financial instruments for disclosure purposes, the requirement to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, the requirement for separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or accompanying notes to the financial statements, and the amendments clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The amendments in ASU 2016-01 are effective, as to the Company, for fiscal years beginning after December 15, 2018..

Management does not expect the adoption of ASU 2016-01 to have a material impact on the Company's financials position or results of operations.

FASB ASU 2016-02, Leases

In February 2016 the FASB issued ASU 2016-02, “Leases”. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers”.

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

The amendments in ASU 2016-02 are effective, as to the Company, for years beginning after December 15, 2019, and for interim periods for years beginning after January 1, 2020. Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management is currently evaluating the impact of adopting this guidance on the Company’s financial statements.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

FASB ASU 2016-09, Share-Based Payments.

In March 2016, the FASB issued ASU 2016-09 “Share-Based Payments.” The guidance in this ASU simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them to apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value.

For emerging growth companies, the amendments are effective for annual periods beginning after December 15, 2017 and interim periods beginning after December 31, 2018. Management does not expect to make material changes to its accounting for share-based payments and implementation of ASU 2016-09 is not expected to have a material impact on the Company’s financial position and results of operations. Additionally, the Company’s share-based compensation plan awards have been classified as equity awards, whereby available elections to switch to intrinsic value measurement do not apply.

FASB ASU 2016-13, Financial Instruments – Credit Losses

In June 2016, FASB issued ASU 2016-13, “Financial Instruments - Credit Losses”. The amendments in this Update replace the incurred loss model with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. ASU No. 2016-13 replaces the incurred loss impairment methodology with a new methodology that reflects expected credit losses over the lives of the loans and requires consideration of a broader range of information to inform credit loss estimates. The ASU requires an organization to estimate all expected credit losses for financial assets measured at amortized cost, including loans and held-to-maturity debt securities, based on historical experience, current conditions, and reasonable and supportable forecasts. Additional disclosures are required. ASU No. 2016-13 is effective, as to the Company, for years beginning after December 15, 2019, and interim periods within those years. Management expects that the implementation of ASU No. 2016-13 may increase the balance of the allowance for loan losses and is continuing to evaluate the potential impact on the Company's results of operations and financial position.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 7:

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) applicable to common stock by the weighted-average number of shares of common stock outstanding during the period. Unallocated common shares held by the Company’s Employee Stock Ownership Plan (the “ESOP”) are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for basic and diluted EPS calculations until they are committed to be released.

Basic weighted-average shares outstanding for the three months ended March 31, 2018 and 2017, represent 696,600 average shares issued, less 47,235 and 49,458 unallocated average shares held by the ESOP for each respective period. The Company had dilutive or potentially dilutive securities at March 31, 2018 and none at March 31, 2017.

Calculations of earnings per share for the three month period ended March 31, 2018 is as follows:

	Three Months Ended March 31, 2018
			Weighted-
	Net		Average		Per Share
	Income		Shares		Amount
	(In thousands)

Net income	$	240

Basic earnings per share				649,365	$	0.37

Effect of dilutive securities
Stock options				12,099
Restricted stock awards				9,791

Diluted earnings per share				671,255	$	0.36

Note 8:

Employee Stock Ownership Plan

As part of the Company’s stock conversion, shares were purchased by the ESOP with a loan from New Bancorp. All employees of the Bank meeting certain tenure requirements are entitled to participate in the ESOP. Compensation expense related to the ESOP was $15,000 and $10,000 for the three month periods ended March 31, 2018 and 2017, respectively.

The stock price at the formation date was $10.00. The aggregate fair value of the 47,235 unallocated shares was $973,000 based on the $20.60 closing price of our common stock on March 31, 2018.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Note 9:

Equity Incentive Plan

In June 2017, the Company’s stockholders authorized the adoption of the New Bancorp, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). No more than 97,524 shares of the Company’s common stock may be issued under the 2017 Plan, of which a maximum of 69,660 may be issued pursuant to the exercise of stock options and 27,864 may be issued pursuant to restricted stock awards, restricted stock units and unrestricted share awards. Stock options awarded to employees may be incentive stock options or non-qualified stock options. The shares that may be issued may be authorized but unissued shares or treasury shares. The 2017 Plan permits the grant of incentive awards in the form of options, stock appreciation rights, restricted share and share unit awards, and performance share awards. The 2017 Plan contains annual and lifetime limits on certain types of awards to individual participants.

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2017 Plan).

On June 30, 2017, the Company made awards of restricted shares and granted stock options for 22,931 and 60,080 shares, respectively, to members of the Board of Directors and to certain members of management. The awards vest over a five year period and the stock options have a ten year period to expiration. Each option has an exercise price of $14.09 as determined on the grant date and expires 10 years from the grant date.

Stock Options

The table below represents the stock option activity for the three months ended March 31, 2018:

					Remaining
			Weighted-average		contractual
	Options		exercise price		life (years)

Options outstanding at January 1, 2018		60,080	$	14.09		9.5
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-

Options outstanding at March 31, 2018		60,080	$	14.09		9.3

As of March 31, 2018, the Company had $156,000 of unrecognized compensation expense related to stock options. The cost of stock options will be amortized over the five-year vesting period. The aggregate grant date fair value of the stock options granted in 2017 was $2.87 per share. The Company recognized $10,000 of compensation expense related to the stock options granted for the three months ended March 31, 2018.

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New Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Restricted Shares

Restricted shares are accounted for as fixed grants using the fair value of the Company's stock at the time of the grant. Unvested restricted shares may not be disposed of or transferred during the vesting period.

The table below presents the restricted stock award activity for the period shown:

			Weighted-average
	Restricted		grant date
	stock awards		fair value

Non-vested at January 1, 2018		22,931	$	14.09
Granted		-		-
Vested		-		-
Forfeited		-		-

Nonvested at March 31, 2018		22,931	$	14.09

As of March 31, 2018, the Company had $275,000 of unrecognized compensation expense related to restricted shares. The cost of the restricted shares will be amortized over the five-year vesting period. The Company recognized $16,000 expense related to the restricted shares during the three months ended March 31, 2018.

Note 10:

Change in Corporate Form

On October 19, 2015, the Bank converted into a federal stock savings bank and established a stock holding company, New Bancorp, Inc., as parent of the Bank.

The Bank converted to the stock form of ownership, followed by the issuance of all of the Bank’s outstanding stock to New Bancorp, Inc. The Bank became the wholly owned subsidiary of the Company, and the Company issued and sold shares of its capital stock pursuant to an independent valuation appraisal of the Bank and the Company. The stock was priced at $10.00 per share. In addition, the Bank’s board of directors adopted an employee stock ownership plan (ESOP) which subscribed for 8% of the common stock sold in the offering. The Conversion was completed on October 19, 2015 and resulted in the issuance of 696,600 common shares by the Company. The cost of the Conversion and issuing the capital stock totaled $1.2 million and was deducted from the proceeds of the offering.

In accordance with OCC regulations, at the time of the Conversion, the Bank substantially restricted retained earnings by establishing a liquidation account. The liquidation account will be maintained for the benefit of eligible holders who continue to maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account. In the event of a complete liquidation of the Bank, and only in such event, each eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount.

The conversion was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

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New Bancorp, Inc.

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

General

Management’s discussion and analysis of the financial condition at March 30, 2018 and results of operations for the three months ended March 31, 2018 and 2017 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

●

statements of our goals, intentions and expectations;

●

statements regarding our business plans, prospects, growth and operating strategies;

●

statements regarding the quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

our ability to manage our operations in the event of adverse economic conditions nationally and in our market area;

●

adverse changes in the financial industry, securities, credit and national and local real estate markets (including real estate values);

●

significant increases in our loan losses, including as a result of our inability to resolve classified and non-performing assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for loan losses;

●

credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;

●

the use of estimates in determining fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations;

●

competition among depository and other financial institutions; our success in increasing our residential real estate and commercial real estate lending, and selling certain of our residential real estate loans;

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New Bancorp, Inc.

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

●

our ability to attract and maintain deposits and our success in introducing new financial products;

●

our ability to improve our asset quality even as we increase our commercial real estate lending;

●

changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources;

●

fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;

●

changes in consumer spending, borrowing and savings habits;

●

declines in the yield on our assets resulting from the current low interest rate environment;

●

risks related to a high concentration of loans secured by real estate located in our market area;

●

the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;

●

changes in the level of government support of housing finance;

●

our ability to enter new markets successfully and capitalize on growth opportunities;

●

changes in laws or government regulations or policies affecting financial institutions, including the Dodd-Frank Act and the JOBS Act, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs, particularly the new capital regulations, and the resources we have available to address such changes;

●

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board and the Securities and Exchange Commission;

●

changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or to implement our strategic plans;

●

loan delinquencies and changes in the underlying cash flows of our borrowers;

●

our ability to control costs and expenses, particularly those associated with operating as a publicly traded company;

●

the failure or security breaches of computer systems on which we depend;

●

the ability of key third-party service providers to perform their obligations to us;

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New Bancorp, Inc.

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

●

changes in the financial condition or future prospects of issuers of securities that we own; and

●

other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in New Bancorp, Inc.’s Annual Report on Form 10-K, as filed with the Securities and Exchange on April 2, 2018.

Comparison of Financial Condition at March 31, 2018 and December 31, 2017

Total Assets. Total assets were $121.5 million at March 31, 2018, a decrease of $5.4 million, or 4.2%, compared to $126.9 million at December 31, 2017. The decrease was due primarily to a decrease of $5.6 million in loans and loans held for sale.

Loans, net. Loans, net, including loans held for sale, decreased $5.6 million, or 5.5%, to $95.2 million at March 31, 2018 from $100.7 million at December 31, 2017. During the three months ended March 31, 2018, we originated $5.5 million of loans, consisting primarily of $3.0 million of commercial real estate loans, $2.5 million of one-to four-family residential, and sold $7.6 million of loans. During the three months ended March 31, 2018, one- to four-family residential real estate loans decreased $2.0 million, or 4.9%, to $39.5 million at March 31, 2018, from December 31, 2017, while commercial real estate loans, including loans held for sale, decreased $2.4 million, or 5.0%, to $46.4 million at March 31, 2018.

It is the Banks' strategy to grow and diversify our loan portfolio, with an emphasis on increasing both commercial and residential loans. During 2016 the Company began to originate Small Business Administration (SBA) loans and increased its focus on commercial real estate loans, which represented a change from its historical focus on residential loans. Commercial loan originations during the three months ended March 31, 2018 included commercial real estate loans and commercial loans guaranteed by the SBA’s 7(a) program. These SBA loans are subsequently sold, with servicing retained. We intend to continue to increase commercial lending, including SBA loans, in future periods. The Bank also engages in a program to sell certain fixed-rate, 30-year term mortgage loans in the secondary market. The Bank primarily sells loans on a servicing retained basis, in transactions with the Federal Home Loan Bank of Indianapolis, through its mortgage purchase program, and the Federal Home Loan Mortgage Corporation (FHLMC). Management intends to continue loan sales activity in future periods.

Bank Owned Life Insurance. At March 31, 2018, our investment in bank owned life insurance was $5.6 million, an increase of $42,000 over the balance at December 31, 2017. We invested in bank owned life insurance to provide us with a funding offset for certain benefit plan obligations. While these benefit plans have been terminated and the obligations have been paid, bank owned life insurance also generally provides us noninterest income that is non-taxable. Federal bank regulatory guidance cautions against an investment in bank owned life insurance that exceeds 25% of an institution’s Tier 1 capital. The guidance states that an institution which has an investment in bank owned life insurance exceeding this amount make a determination that the amount of investment does not constitute an imprudent capital concentration. We have not made additional contributions to bank owned life insurance since 2002.

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New Bancorp, Inc.

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

Deposits. Deposits decreased $6.3 million, or 6.2%, to $95.4 million at March 31, 2018 from $101.7 million at December 31, 2017. Our core deposits decreased $969,000, or 1.6%, to $60.8 million at March 31, 2018 from $61.8 million at December 31, 2017. Certificates of deposit decreased $5.3 million, or 13.3%, to $34.6 million at March 31, 2018 from $39.9 million at December 31, 2017. During 2016, the Company implemented a strategy designed to promote growth in core deposits. Specifically the Company began to offer demand and savings accounts using the Kasasa program. The Kasasa program introduced interest-bearing demand accounts, and provides tiered interest rates in relation to customer activities, such as estatements and debit card swipes.

While the Bank is continually seeking growth in deposits, with an emphasis on core deposits, management has also elected to add certain listing service certificates of deposit to fund loan growth. These listing service deposits in certificates totaled $7.4 million and $11.7 million at March 31, 2018 and December 31, 2017, respectively. At March 31, 2018 maturities of these accounts ranged from less than one year to greater than three years and the average cost was 1.62%. Additionally, at March 31, 2018, the Company held $2.4 million of brokered certificates of deposit with maturities ranging from less than one year to 2 years at an average cost of 1.93%, compared to $3.0 million as of December 31, 2017 at an average cost of 1.67%. An additional listing service was added during 2017 for money market accounts which totaled $9.0 million at March 31, 2018. Management intends to continue to focus its efforts on increasing core deposits, with a special emphasis on growth in consumer and business demand deposits.

Borrowings. Federal Home Loan Bank advances totaled $9.0 million at both March 31, 2018 and December 31, 2017. The aggregate cost of outstanding advances from the Federal Home Loan Bank was 1.76% at March 31, 2018, compared to the Bank’s cost of deposits of 0.97% at that date.

Total Equity. Total equity increased $266,000, or 1.7%, to $15.6 million at March 31, 2018 compared to December 31, 2017. The increase resulted primarily from the net income of $240,000 during the three months ended March 31, 2018.

Comparison of Operating Results for the Three Months Ended March 31, 2018 and 2017

General. Net income for the three months ended March 31, 2018 was $240,000, compared to a net loss of $19,000 for the three months ended March 31, 2017. This $259,000 increase was due primarily to a $216,000 increase in net interest income, a $140,000 increase in noninterest income and a $50,000 credit provision for loan losses, which were partially offset by a $147,000 increase in noninterest expense.

Interest Income. Interest income increased $267,000, or 28.1%, to $1.2 million for the three months ended March 31, 2018 from $949,000 for the three months ended March 31, 2017. This increase was primarily attributable to a $230,000 increase in interest on loans receivable, and a $37,000 increase in interest on other interest-earning deposits. The average balance of loans during the three months ended March 31, 2018 increased $6.1 million, or 7.1%, to $92.1 million from $86.0 million for the three months ended March 31, 2017, while the average yield on loans increased thirty basis points to 4.62%. The average balance of other interest-earning deposits, including certificates of deposit in other banks and federal funds sold increased $14.4 million to $16.0 million for the three months ended March 31, 2018 from $1.6 million for the three months ended March 31, 2017.

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New Bancorp, Inc.

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

Interest Expense. Total interest expense increased $51,000, or 24.9%, to $256,000 for the three months ended March 31, 2018 from $205,000 for the three months ended March 31, 2017. Interest expense on deposits increased $50,000, or 30.1%, to $216,000 for the three months ended March 31, 2018 from $166,000 for the three months ended March 31, 2017. The increase was primarily due to an increase in the average balance of deposits of $3.6 million, while the average cost of deposits increased nine basis points to 0.97%. Interest expense on borrowings increased $1,000, or 2.6%, to $40,000 for the three months ended March 31, 2018 from $39,000 for the three months ended March 31, 2017, The increase was due primarily to a increase in the average cost of these advances to 1.77% for the three months ended March 31, 2018 compared to 1.56% for the three months ended March 31, 2017.

Net Interest Income. Net interest income increased $216,000, or 29.0%, to $960,000 for the three months ended March 31, 2018 compared to $744,000 for the three months ended March 31, 2017. The increase was due primarily to the overall growth in interest earning assets period to period, while our interest rate spread decreased 10 basis points, to 3.28% for the three months ended March 31, 2018 from 3.38% for the three months ended March 31, 2017. Our net interest margin increased to 3.40% for the three months ended March 31, 2018 from 3.39% for the three months ended March 31, 2017.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies – Allowance for Loan Losses,” we recorded a $50,000 credit provision for loan losses for the three months ended March 31, 2018, compared to no provision recorded for the three months ended March 31, 2017. The allowance for loan losses was $1.1 million, or 1.13% of total loans, at March 31, 2018, compared to $1.0 million, or 1.16% of total loans, at March 31, 2017. The reduction in the provision for loan losses was predicated upon the overall decrease in total loans. Total nonperforming loans were $2.5 million at March 31, 2018 which includes a relationship totaling $1.8 million that was moved to non accrual in the fourth quarter ending December 31, 2017, compared to $617,000 at March 31, 2017. The loans making up the $1.8 million relationship are current as to payments and management believes these loans to be adequately collateralized with no loss expected. Classified (substandard, doubtful and loss) loans were $3.2 million at March 31, 2018 and $3.7 million at March 31, 2017, and total loans past due greater than 30 days were $609,000 and $586,000 at those respective dates.

We had net recoveries of $1,000 during the three months ended March 31, 2018 and net charge offs of $21,000 for the three months ended March 31, 2017. As a percentage of nonperforming loans, the allowance for loan losses was 43.1% at March 31, 2018 compared to 168.9% at March 31, 2017.

The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at March 31, 2018 and 2017. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations.

Non-Interest Income. Non-interest income increased $140,000, or 37.2%, to $516,000 for the three months ended March 31, 2018 from $376,000 for the three months ended March 31, 2017. The increase was primarily due to an increase of $168,000 in gains on sales of loans, which was partially offset by a $29,000 nonrecurring gain on sale of foreclosed real estate realized in the three months ended March 31, 2017. The gain on sales of loans amounted to $382,000 during the three months ended March 31, 2018, compared to $214,000 in the year earlier period, due primarily to an increase in the volume of SBA loan sales.

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New Bancorp, Inc.

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

Non-Interest Expense. Non-interest expense increased $147,000, or 12.9%, to $1.3 million for the three months ended March 31, 2018 compared to $1.1 million for the three months ended March 31, 2017. The increase was due primarily to a $62,000, or 9.8%, increase in salaries and employee benefits, an increase of $44,000, or 36.4%, in professional fees, and an increase in other expense of $29,000 or 19.1%. The increase in salaries and employee benefits was due primarily increased costs related to employee benefits, including healthcare, ESOP expense, and the Equity Incentive Plan. The increase in professional fees was due primarily to a process improvement expert to assist in finding efficiency’s in operations of the Company.

Income Taxes. The Company did not record a income tax provision during either of the three month periods ended March 31, 2018 and 2017. The income tax provision was affected by the full impairment valuation allowance recorded on the Company’s net deferred tax assets in both 2018 and 2017. Management evaluated the deferred tax asset based upon a projection of future operating results and determined that a full impairment valuation allowance was required at both March 31, 2018 and 2017. The Bank has a total valuation allowance on its net deferred tax assets of $2.6 million at March 31, 2018. The deferred tax asset will only be recognized in future periods upon the Company’s ability to realize and maintain profitable results of operations.

Liquidity and Capital Resources

Our primary sources of funds are deposits, principal and interest payments on loans, and proceeds from the sale of loans and advances from the FHLB-Indianapolis. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $4.2 million and $(4.7 million) for the three months ended March 31, 2018 and 2017, respectively. Net cash provided by (used in) investing activities, which consists primarily of net change in loans receivable was $2.4 million and $(1.4 million) for the three months ended March 31, 2018 and 2017, respectively. Net cash provided by financing activities, which is comprised of net change in deposits, was $(6.3 million) and $11.6 million for the three months ended March 31, 2018 and 2017, respectively.

At March 31, 2018, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $14.3 million, or 11.7% of adjusted average assets, which is above the required level of $4.9 million or 4.0%; total risk-based capital of $15.4 million, or 16.7% of risk-weighted assets, which is above the required level of $7.4 million, or 8.0%; and common equity Tier 1 capital of $14.3 million, or 15.5% of risk-weighted assets, which is above the required level of $4.2 million, or 4.5% of risk-weighted assets. Accordingly, New Buffalo Savings Bank was categorized as well capitalized at March 31, 2018. Management is not aware of any conditions or events since the most recent notification that would change our category.

At March 31, 2018, we had $225,000 in outstanding commitments to originate loans and lines of credit of $11.0 million. We anticipate that we will have sufficient funds available to meet our current loan origination commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2018 totaled $18.0 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB-Indianapolis advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

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New Bancorp, Inc.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4.

Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the quarter ended March 31, 2018, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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New Bancorp, Inc.

Part II – Other Information

Item 1.

Legal Proceedings

We are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition or results of operations.

Item 1A.

Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)

There were no sales of unregistered securities during the period covered by this Report.

(b)

Not applicable.

(c)

There were no issuer repurchases of securities during the period covered by this Report.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer and Controller pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Principal Financial Officer and Controller pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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New Bancorp, Inc.

Signatures

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

	NEW BANCORP, INC.


Date: May 15, 2018	/s/ Richard C. Sauerman
	Richard C. Sauerman
	President and Chief Executive Officer


Date: May 15, 2018	/s/ Shawna L. Zawada
	Shawna L. Zawada
	Chief Financial Officer

New Bancorp, Inc. 10-Q