Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________________

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2019

OR

[   ]

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

 

For the transition period from

to

 

Commission file number: 000-52694

QUAINT OAK BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania		35-2293957
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

501 Knowles Avenue, Southampton, Pennsylvania  18966

(Address of Principal Executive Offices)

[phone]

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  [X] Yes  [  ] 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.

 

Large accelerated filer	[   ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		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     [X]  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of August 9, 2019, 1,996,883 shares of the Registrant’s common stock were issued and outstanding.

 

 

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INDEX

PART I - FINANCIAL INFORMATION	Page
Item 1 -                Financial Statements
Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 (Unaudited)	1
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	2
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)	3
Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2019 (Unaudited)	4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)	6
Notes to Unaudited Consolidated Financial Statements	7
Item 2 -                Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3 -                Quantitative and Qualitative Disclosures About Market Risk	51
Item 4 -                Controls and Procedures	51
PART II - OTHER INFORMATION
Item 1 -                Legal Proceedings	52
Item 1A -             Risk Factors	52
Item 2 -                Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3 -                Defaults Upon Senior Securities	52
Item 4 -                Mine Safety Disclosures	52
Item 5 -                Other Information	53
Item 6 -                Exhibits	53
SIGNATURES

 

 

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ITEM 1. FINANCIAL STATEMENTS

Quaint Oak Bancorp, Inc.

Consolidated Balance Sheets (Unaudited)

		At June 30,				At December 31,
		2019				2018
		(In thousands, except share data)
Assets
Due from banks, non-interest-bearing		$	44			$	369
Due from banks, interest-bearing			16,210				25,643
Cash and cash equivalents			16,254				26,012
Investment in interest-earning time deposits			10,160				4,927
Investment securities available for sale			8,832				6,680
Loans held for sale			9,402				5,103
Loans receivable, net of allowance for loan losses (2019 $2,126; 2018 $1,965)			226,189				216,898
Accrued interest receivable			1,326				1,153
Investment in Federal Home Loan Bank stock, at cost			1,089				1,086
Bank-owned life insurance			3,933				3,894
Premises and equipment, net			2,062				2,058
Goodwill			515				515
Other intangible, net of accumulated amortization			344				368
Other real estate owned, net			1,819				1,650
Prepaid expenses and other assets			2,952				1,060
Total Assets		$	284,877			$	271,404
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing		$	17,346			$	17,542
Interest-bearing			207,158				194,369
Total deposits			224,504				211,911
Federal Home Loan Bank short-term borrowings			-				9,000
Federal Home Loan Bank long-term borrowings			23,000				15,000
Subordinated debt			7,848				7,831
Accrued interest payable			270				221
Advances from borrowers for taxes and insurance			2,415				2,568
Accrued expenses and other liabilities			2,012				1,037
Total Liabilities			260,049				247,568
Stockholders’ Equity
Preferred stock – $0.01 par value, 1,000,000 shares authorized; none issued or outstanding			-				-
Common stock – $0.01 par value; 9,000,000 shares authorized; 2,777,250 issued; 1,996,688 and 1,975,947
outstanding at June 30, 2019 and December 31, 2018, respectively			28				28
Additional paid-in capital			14,832				14,683
Treasury stock, at cost: 2019 780,562 shares;  2018 801,303 shares			(4,793	)			(4,824	)
Unallocated common stock held by employee Stock Ownership Plan (ESOP)			(151	)			(185	)
Accumulated other comprehensive income (loss)			15				(2	)
Retained earnings			14,897				14,136
Total Stockholders’ Equity			24,828				23,836
Total Liabilities and Stockholders’ Equity		$	284,877			$	271,404

See accompanying notes to the unaudited consolidated financial statements.

1

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Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2019				2018				2019				2018
		(In thousands, except for share data)
Interest Income
Interest and fees on loans		$	3,200			$	2,849			$	6,337			$	5,558
Interest and dividends on time deposits, investment securities,      interest-bearing deposits with other banks, and Federal Home Loan Bank stock			277				150				542				276
Total Interest Income			3,477				2,999				6,879				5,834
Interest Expense
Interest on deposits			1,093				800				2,092				1,529
Interest on Federal Home Loan Bank short-term borrowings			36				48				94				84
Interest on Federal Home Loan Bank long-term borrowings			120				91				199				182
Interest on subordinated debt			130				-				259				-
Total Interest Expense			1,379				939				2,644				1,795
Net Interest Income			2,098				2,060				4,235				4,039
Provision for Loan Losses			76				94				161				165
Net Interest Income after Provision for Loan Losses			2,022				1,966				4,074				3,874
Non-Interest Income
Mortgage banking and title abstract fees			325				217				470				327
Real estate sales commissions, net			33				50				51				102
Insurance commissions			106				103				198				182
Other fees and services charges			62				44				90				118
Income from bank-owned life insurance			19				21				39				41
Net gain on loans held for sale			867				585				1,300				906
Gain on sale of SBA loans			34				-				140				23
Gain on sales of other real estate owned			-				-				-				63
Total Non-Interest Income			1,446				1,020				2,288				1,762
Non-Interest Expense
Salaries and employee benefits			1,771				1,621				3,397				3,289
Directors’ fees and expenses			56				40				113				94
Occupancy and equipment			174				146				334				296
Data processing			118				93				220				179
Professional fees			92				123				174				183
FDIC deposit insurance assessment			12				46				40				93
Other real estate owned expense			4				2				11				2
Advertising			71				54				142				108
Amortization of other intangible			12				12				24				24
Other			217				144				379				320
Total Non-Interest Expense			2,527				2,281				4,834				4,588
Income before Income Taxes			941				705				1,528				1,048
Income Taxes			276				170				450				225
Net Income		$	665			$	535			$	1,078			$	823
Earnings per share - basic		$	0.34			$	0.28			$	0.55			$	0.43
Average shares outstanding - basic			1,953,452				1,904,344				1,946,944				1,903,658
Earnings per share - diluted		$	0.33			$	0.27			$	0.54			$	0.42
Average shares outstanding - diluted			2,001,690				1,963,852				1,993,759				1,962,954

See accompanying notes to the unaudited consolidated financial statements.

2

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Quaint Oak Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
			2019				2018				2019				2018
		(In thousand s)
Net Income		$	665			$	535			$	1,078			$	823
Other Comprehensive Income  (Loss):
Unrealized gains (losses) on investment securities available-for-sale			21				(1	)			22				14
Income tax effect			(5	)			-				(5	)			(3	)
Other comprehensive income (loss)			16				(1	)			17				11
Total Comprehensive Income		$	681			$	534			$	1,095			$	834

See accompanying notes to the unaudited consolidated financial statements.

3

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Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Three Months Ended June 30, 2019
																		Unallocated
		Common Stock																Common				Accumulated
		Number of								Additional								Stock Held				Other								Total
		Shares								Paid-in				Treasury				By Benefit				Comprehensive				Retained				Stockholders’
		Outstanding				Amount				Capital				Stock				Plans				Income (Loss)				Earnings				Equity
		(In thousands, except share data)
BALANCE – MARCH 31, 2019			1,981,091			$	28			$	14,790			$	(4,854	)		$	(168	)		$	(1	)		$	14,411			$	24,206
ESOP shares committed to be released (902 shares)											29								17												46
Treasury stock purchase			(4,835	)											(59	)															(59	)
Reissuance of treasury stock under 401(k) Plan			711								5				4																9
Reissuance of treasury stock under stock incentive plan			9,721								(57	)			57																-
Reissuance of treasury stock for exercised stock options			10,000								22				59																81
Stock based compensation expense											43																				43
Cash dividends declared ($0.09 per share)																											(179	)			(179	)
Net income																											665				665
Other comprehensive income, net																							16								16
BALANCE – JUNE 30, 2019			1,996,688			$	28			$	14,832			$	(4,793	)		$	(151	)		$	15			$	14,897			$	24,828

For the Three Months Ended June 30, 2018
																		Unallocated
		Common Stock																Common				Accumulated
		Number of								Additional								Stock Held				Other								Total
		Shares								Paid-in				Treasury				By Benefit				Comprehensive				Retained				Stockholders’
		Outstanding				Amount				Capital				Stock				Plans				Income (Loss)				Earnings				Equity
		(In thousands, except share data)
BALANCE – MARCH 31, 2018			1,954,571			$	28			$	14,534			$	(4,649	)		$	(260	)		$	(3	)		$	12,835			$	22,485
ESOP shares committed to be released (902 shares)											31								17												48
Treasury stock  purchase			(24,210	)											(316	)			2												(314	)
Reissuance of treasury stock under 401(k) Plan			1,216								9				7																16
Reissuance of treasury stock under stock incentive plan			4,997								(28	)			28																-
Reissuance of treasury stock for exercised stock options			53,982								(33	)			303																270
Stock based compensation expense											29																				29
Release of 4,664 vested RRP shares											(22	)							22												-
Cash dividends declared ($0.07 per share)																											(136	)			(136	)
Net income																											535				535
Other comprehensive loss, net																							(1	)							(1	)
BALANCE – JUNE 30, 2018			1,990,556			$	28			$	14,520			$	(4,627	)		$	(219	)		$	(4	)		$	13,234			$	22,932

See accompanying notes to the unaudited consolidated financial statements.

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Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Six Months Ended June 30, 2019										Additional Paid-in Capital				Treasury Stock				Unallocated Common Stock Held by Benefit Plans				Accumulated Other Comprehensive Income (Loss)				Retained Earnings
		Common Stock
		Number of Shares Outstanding				Amount																								Total Stockholders’ Equity
		(In thousands, except share data)
BALANCE – DECEMBER 31, 2018			1,975,947			$	28			$	14,683			$	(4,824	)		$	(185	)		$	(2	)		$	14,136			$	23,836
ESOP shares committed to be released (1,804 shares)											56								34												90
Treasury stock purchase			(14,161	)											(174	)															(174	)
Reissuance of treasury stock under 401(k) Plan			1,681								11				10																21
Reissuance of treasury stock under stock incentive plan			9,721								(57	)			57																-
Reissuance of treasury stock for exercised stock options			23,500								52				138																190
Stock based compensation expense											87																				87
Cash dividends declared ($0.16 per share)																											(317	)			(317	)
Net income																											1,078				1,078
Other comprehensive income, net																							17								17
BALANCE – JUNE 30, 2019			1,996,688			$	28			$	14,832			$	(4,793	)		$	(151	)		$	15			$	14,897			$	24,828

For the Six Months Ended June 30, 2018
																		Unallocated
		Common Stock																Common				Accumulated
		Number of								Additional								Stock Held				Other								Total
		Shares								Paid-in				Treasury				By Benefit				Comprehensive				Retained				Stockholders’
		Outstanding				Amount				Capital				Stock				Plans				Income (Loss)				Earnings				Equity
		(In thousands, except share data)
BALANCE – DECEMBER 31, 2017			1,920,024			$	28			$	14,481			$	(4,675	)		$	(277	)		$	(15	)		$	12,643			$	22,185
ESOP shares committed to be released (1,804 shares)											62								34												96
Treasury stock  purchase			(44,311	)											(588	)			2												(586	)
Reissuance of treasury stock under 401(k) Plan			3,002								23				17																40
Reissuance of treasury stock under stock incentive plan			4,997								(28	)			28																-
Reissuance of treasury stock for exercised stock options			106,844								(57	)			591																534
Stock based compensation expense											61																				61
Release of 4,664 vested RRP shares											(22	)							22												-
Cash dividends declared ($0.12 per share)																											(232	)			(232	)
Net income																											823				823
Other comprehensive income, net																							11								11
BALANCE – JUNE 30, 2018			1,990,556			$	28			$	14,520			$	(4,627	)		$	(219	)		$	(4	)		$	13,234			$	22,932

See accompanying notes to the unaudited consolidated financial statements.

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Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

		For the Six Months
		Ended June 30,
		2019				2018
		(In Thousands)
Cash Flows from Operating Activities
Net income		$	1,078			$	823
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan losses			161				165
Depreciation of premises and equipment			99				102
Amortization of operating right-of-use assets			45				-
Amortization of subordinated debt issuance costs			17				-
Amortization of other intangible			24				24
Net amortization of securities premiums			9				10
Accretion of deferred loan fees and costs, net			(219	)			(169	)
Stock-based compensation expense			177				157
Net gain on loans held for sale			(1,300	)			(906	)
Loans held for sale-originations			(53,420	)			(44,934	)
Loans held for sale-proceeds			50,421				47,647
Gain on the sale of SBA loans			(140	)			(23	)
Net loss on sale and write-downs of other real estate owned			-				(63	)
Increase in the cash surrender value of bank-owned life insurance			(39	)			(41	)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable			(173	)			8
Prepaid expenses and other assets			(576	)			(23	)
Accrued interest payable			49				9
Accrued expenses and other liabilities			(391	)			(104	)
Net Cash (Used in) Provided by Operating Activities			(4,178	)			2,682
Cash Flows from Investing Activities
Purchase of interest-earning time deposits			(6,576	)			(541	)
Redemption of interest-earning time deposits			1,343				500
Purchase of investment securities available for sale			(2,524	)			-
Principal repayments on investment securities available for sale			385				579
Net increase in loans receivable			(9,093	)			(8,140	)
Purchase of Federal Home Loan Bank stock			(3	)			(12	)
Proceeds from the sale of other real estate owned			-				63
Capitalized expenditures on other real estate owned			(169	)			(18	)
Purchase of premises and equipment			(103	)			(244	)
Net Cash Used in Investing Activities			(16,740	)			(7,813	)
Cash Flows from Financing Activities
Net increase in demand deposits, money markets, and savings accounts			415				3,760
Net increase in certificate accounts			12,178				12,017
Decrease in advances from borrowers for taxes and insurance			(153	)			(93	)
Repayment of Federal Home Loan Bank short-term borrowings			(9,000	)			-
Proceeds from Federal Home Loan Bank long-term borrowings			9,000				-
Repayment of Federal Home Loan Bank long-term borrowings			(1,000	)			-
Dividends paid			(317	)			(232	)
Purchase of treasury stock			(174	)			(586	)
Proceeds from the reissuance of treasury stock			21				40
Proceeds from the exercise of stock options			190				534
Net Cash Provided by Financing Activities			11,160				15,440
Net (Decrease) Increase in Cash and Cash Equivalents			(9,758	)			10,309
Cash and Cash Equivalents – Beginning of Year			26,012				7,910
Cash and Cash Equivalents – End of Year		$	16,254			$	18,219
Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest		$	2,595			$	1,786
Cash payments for income taxes		$	529			$	290
Transfer of loans to other real estate owned		$	-			$	1,656
Initial recognition of operating lease right-of use assets		$	1,366			$	-
Initial recognition of operating lease obligations		$	1,366			$	-

See accompanying notes to the unaudited consolidated financial statements.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies

 

Basis of Financial Presentation.     The consolidated financial statements include the accounts of Quaint Oak Bancorp, Inc., a Pennsylvania chartered corporation (the “Company” or “Quaint Oak Bancorp”) and its wholly owned subsidiary, Quaint Oak Bank, a Pennsylvania chartered stock savings bank, along with its wholly owned subsidiaries.  At June 30, 2019, the Bank has five wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, QOB Properties, LLC, and Quaint Oak Insurance Agency, LLC, each a Pennsylvania limited liability company.  The mortgage, real estate and abstract companies offer mortgage banking, real estate sales and title abstract services, respectively, in the Lehigh Valley region of Pennsylvania, and began operation in July 2009.  In February, 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania.  QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure.  Quaint Oak Insurance Agency, LLC began operations in August 2016 and provides a broad range of personal and commercial insurance coverage solutions. All significant intercompany balances and transactions have been eliminated.

 

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation.  Pursuant to the Bank’s election under Section 10(l) of the Home Owners’ Loan Act, the Company is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System.  The market area served by the Bank is principally Bucks County, Pennsylvania and to a lesser extent, Montgomery and Philadelphia Counties in Pennsylvania.  The Bank has two banking locations: the main office location in Southampton, Pennsylvania and a regional banking office in the Lehigh Valley area of Pennsylvania. The principal deposit products offered by the Bank are certificates of deposit, money market accounts, non-interest bearing checking accounts for businesses and consumers, and savings accounts.  In May 2019, the Bank opened a commercial loan office in Philadelphia.  The principal loan products offered by the Bank are fixed and adjustable rate residential and commercial mortgages, construction loans, commercial business loans, home equity loans, and lines of credit.

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim information and with the instructions to Form 10-Q, as applicable to a smaller reporting company.  Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements.

 

The foregoing consolidated financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof.  The balances as of December 31, 2018 have been derived from the audited financial statements.  These financial statements should be read in conjunction with the financial statements and notes thereto included in Quaint Oak Bancorp’s 2018 Annual Report on Form 10-K.  The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

 

Use of Estimates in the Preparation of Financial Statements. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s most significant estimates are the determination of the allowance for loan losses and the valuation of deferred tax assets.

 

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

 

Loans Receivable.  Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs.  Interest income is accrued on the unpaid principal balance.  Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans.  The Bank is generally amortizing these amounts over the contractual life of the loan.

 

The loans receivable portfolio is segmented into residential loans, commercial real estate loans, construction loans, commercial business loans, and consumer loans.  The residential loan segment has two classes: one-to-four family residential owner occupied loans and one-to-four residential family non-owner occupied loans.  The commercial real estate loan segment consists of the following classes: multi-family (five or more) residential, commercial real estate and commercial lines of credit.  Construction loans are generally granted for the purpose of building a single residential home.  Commercial business loans are loans to businesses for working capital, purchase of a business, tenant improvements, receivables, purchase of inventory, and for the purchase of business essential equipment.  Business essential equipment is equipment necessary for a business to support or assist with the day-to-day operation or profitability of the business.   The consumer loan segment consists of the following classes: home equity loans and other consumer loans.  Included in the home equity class are home equity loans and home equity lines of credit.  Included in the other consumer are loans secured by saving accounts.

 

The accrual of interest is generally discontinued when principal or interest has become 90 days past due unless the loan is in the process of collection and is either guaranteed or well secured.  When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses.  Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal.  Generally, a loan is restored to accrual status when the obligation is brought current, it has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

 

Allowance for Loan Losses.   The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans receivable. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

 

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

8

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

T he allowance consists of specific, general and unallocated components. The specific component relates to loans that are designated as impaired. For loans that are designated 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 pools of loans by loan class. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated quarterly to ensure their relevance in the current economic environment.  Residential owner occupied mortgage lending generally entails a lower risk of default than other types of lending. Consumer loans and commercial real estate loans generally involve more risk of collectability because of the type and nature of the collateral and, in certain cases, the absence of collateral. It is the Company’s policy to establish a specific reserve for loss on any delinquent loan when it determines that a loss is probable. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

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

A loan is identified as a troubled debt restructuring (“TDR”) if the Company, for economic or legal reasons related to a debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Concessions granted under a TDR typically involve a temporary or permanent reduction in payments or interest rate or an extension of a loan’s stated maturity date at less than a current market rate of interest. Loans identified as TDRs are designated as impaired.

For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

9

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for all loans (except one-to-four family residential owner-occupied loans) where the total amount outstanding to any borrower or group of borrowers exceeds $500,000, or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Loans Held for Sale .  Loans originated by the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, are intended for sale in the secondary market and are carried at the lower of cost or fair value (LOCOM). Gains and losses on loan sales (sales proceeds minus carrying value) are recorded in noninterest income, and direct loan origination costs, commissions and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.  To a lesser extent, the Bank originates equipment loans for sale primarily to other financial institutions.

Federal Home Loan Bank Stock .  Federal law requires a member institution of the Federal Home Loan Bank (FHLB) system to hold restricted stock of its district Federal Home Loan Bank according to a predetermined formula.  FHLB stock is carried at cost and evaluated for impairment. When evaluating FHLB stock for impairment, its value is determined based on the ultimate recoverability of the par value of the stock. We evaluate our holdings of FHLB stock for impairment each reporting period. No impairment charges were recognized on FHLB stock during the three or six months ended June 30, 2019 and 2018.

Bank Owned Life Insurance (BOLl).   The Company purchases bank owned life insurance as a mechanism for funding various employee benefit costs.  The Company is the beneficiary of these policies that insure the lives of certain officers of its subsidiaries. The Company has recognized the cash surrender value under the insurance policies as an asset in the consolidated balance sheets. Changes in the cash surrender value are recorded in non-interest income in the consolidated statements of income.

Intangible Assets.    Intangible assets on the consolidated balance sheets represent the acquisition by Quaint Oak Insurance Agency of the renewal rights to the book of business produced and serviced by an independent insurance agency on August 1, 2016 at a total cost of $1.0 million. Based on a valuation, $515,000 of the purchase price was determined to be goodwill and $485,000 was determined to be related to the renewal rights to the book of business and deemed an other intangible asset.  The renewal rights are being amortized over a ten year period based upon the annual retention rate of the book of business.

10

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

The Company will complete a goodwill and other intangible asset analysis at least on an annual basis or more often if events and circumstances indicate that there may be impairment.

Other Real Estate Owned, Net . Other real estate owned or foreclosed assets are comprised of property acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings take place.  Other real estate properties are initially recorded at fair value, net of estimated selling costs at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of cost or fair value less estimated costs to sell.  Net revenue and expenses from operations and additions to the valuation allowance are included in other expenses.  At June 30, 2019 the Company had four properties in other real estate owned (OREO) totaling $1.8 million.  The balance of these OREO properties amounted to $1.7 million at December 31, 2018.

 

Share-Based Compensation.  Compensation expense for share-based compensation awards is based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.

 

At June 30, 2019, the Company has outstanding equity awards under two share-based plans: the 2013 Stock Incentive Plan and the 2018 Stock Incentive Plan.  Awards under these plans were made in May 2013 and May 2018.  These plans are more fully described in Note 10.

 

The Company also has an employee stock ownership plan (“ESOP”).  This plan is more fully described in Note 10.  As ESOP shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the average market price of the shares over the period earned.

 

Comprehensive Income.   Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income.  Certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, and along with net income, are components of comprehensive income.

 

Earnings per Share.   Amounts reported in earnings per share reflect earnings available to common stockholders’ for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of unearned ESOP shares, unvested restricted stock (RRP) shares and treasury shares.  Stock options and unvested restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent they would have a dilutive effect if converted to common stock, computed using the “treasury stock” method.

 

Revenue from Contracts with Customers.    The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”) . Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

 

11

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

 

The Company’s primary sources of revenue are derived from interest and dividends earned on loans and investment securities, gains on the sale of loans, income from bank-owned life insurance, and other financial instruments that are not within the scope of Topic 606.  The main types of non-interest income within the scope of the standard are as follows:

 

Service Charges on Deposits . The Bank has contracts with its commercial checking deposit customers where fees are charged if the account balance falls below predetermined levels defined as compensating balances. These agreements can be cancelled at any time by either the Bank or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Bank has an unconditional right to the fee consideration. The Bank also has transaction fees related to specific transactions or activities resulting from customer request or activity that include overdraft fees, wire fees, and other transaction fees. All of these fees are attributable to specific performance obligations of the Bank where the revenue is recognized at a defined point in time, completion of the requested service/transaction.

 

Insurance Commissions .   Insurance income generally consists of commissions from the sale of insurance policies and performance-based commissions from insurance companies.  The Bank recognizes commission income from the sale of insurance policies when it acts as an agent between the insurance carrier and policyholder, arranging for the insurance carrier to provide policies to policyholders, and acts on behalf of the insurance carrier by providing customer service to the policyholder during the policy period. Commission income is recognized over time, using the output method of time elapsed, which corresponds with the underlying insurance policy period, for which the Bank is obligated to perform under contract with the insurance carrier. Commission income is variable, as it is comprised of a certain percentage of the underlying policy premium. The Bank estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods, based upon historical experience.  Payment is due from the insurance carrier for commission income once the insurance policy has been sold. The Bank has elected to apply a practical expedient related to capitalizable costs, which are the commissions paid to insurance producers, and will expense these commissions paid to insurance producers as incurred, as these costs are related to the commission income and would have been amortized within one year or less if they had been capitalized, the same period over which the commission income was earned. Performance-based commissions from insurance companies are recognized at a point in time, when received, and no contingencies remain.

Change in Accounting Principal.  In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The Company adopted this accounting standard on January 1, 2019.  Because the Company did not have any callable debt securities held at a premium during the three and six months ended June 30, 2019, there was no impact to the Company’s financial statements as of June 30, 2019.

12

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

Recently Adopted Accounting Pronouncements.   In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) .  The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise.  For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period.   The Company adopted this standard Effective January 1, 2019 which resulted in the recording of a right of use (“ROU”) asset and associated lease liability of approximately $1.4 million.  The ROU asset is included in other assets and the lease liability is included in other liabilities in the June 30, 2019 consolidated balance sheet.

Recent Accounting Pronouncements Not Yet Adopted. In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset.  The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted.  We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment . To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test.  In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination.  Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.  An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  This Update is not expected to have a significant impact on the Company’s financial statements.

13

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements .  The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  This Update is not expected to have a significant impact on the Company’s financial statements.

In November, 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which amended the effective date of ASU 2016-13 for entities other than public business entities (PBEs), by requiring non-PBEs to adopt the standard for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Therefore, the revised effective dates of ASU 2016-13 for PBEs that are SEC filers will be fiscal years beginning after December 15, 2019, including interim periods within those years, PBEs other than SEC filers will be for fiscal years beginning after December 15, 2020, including interim periods within those years, and all other entities (non-PBEs) will be for fiscal years beginning after December 15, 2021, including interim periods within those years.  The ASU also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Rather, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases.  The effective date and transition requirements for ASU 2018-19 are the same as those in ASU 2016-13, as amended by ASU 2018-19.  This Update is not expected to have a significant impact on the Company’s financial statements.

Rec lassifications .    Certain items in the 2018 consolidated financial statements have been reclassified to conform to the presentation in the 2019 consolidated financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.  The reclassifications had no effect on net income or stockholders’ equity.

Note 2 – Earnings Per Share

Earnings per share (“EPS”) consists of two separate components, basic EPS and diluted EPS.  Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented.  Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents (“CSEs”).  CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested restricted stock (RRP) shares. Common stock equivalents which are considered antidilutive are not included for the purposes of this calculation. For the three and six months ended June 30, 2019 and 2018, all unvested restricted stock program awards and outstanding stock options under the Option Plan and the 2013 Stock Incentive Plan representing shares were dilutive.  All outstanding stock options awarded in 2018 under the 2013 and 2018 Stock Incentive Plans representing shares were anti-dilutive.

14

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 2 – Earnings Per Share (Continued)

The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computations.

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2019				2018			2019				2018
Net Income		$	665,000			$	535,000			$	1,078,000			$	823,000
Weighted average shares outstanding – basic			1,953,452				1,904,344				1,946,944				1,903,658
Effect of dilutive common stock equivalents			48,238				59,508				46,815				59,296
Adjusted weighted average shares outstanding – diluted			2,001,690				1,963,852				1,993,759				1,962,954
Basic earnings per share		$	0.34			$	0.28			$	0.55			$	0.43
Diluted earnings per share		$	0.33			$	0.27			$	0.54			$	0.42

Note 3 – Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2019 and 2018 (in thousands):

		Unrealized Gains (Losses) on Investment Securities Available for Sale (1)
		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2019				2018				2019				2018
Balance at the beginning of the period		$	(1	)		$	(3	)		$	(2	)		$	(15	)
Other comprehensive income (loss) before classifications			16				(1	)			17				11
Amount reclassified from accumulated other comprehensive income (loss)			-				-				-				-
Total other comprehensive income (loss)			16				(1	)			17				11
Balance at the end of the period		$	15			$	(4	)		$	15			$	(4	)

_________________

(1)	All amounts are net of tax.  Amounts in parentheses indicate debits.

Note 4 – Investment in Interest-Earning Time Deposits

 

The investment in interest-earning time deposits as of June 30, 2019 and December 31, 2018, by contractual maturity, are shown below (in thousands):

		June 30, 2019				December 31, 2018
Due in one year or less		$	1,009			$	1,604
Due after one year through five years			9,151				3,323
Total		$	10,160			$	4,927

 

15

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5 – Investment Securities Available for Sale

 

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale at June 30, 2019 and December 31, 2018 are summarized below (in thousands): 

		June 30, 2019
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized (Losses)				Fair Value
Available for Sale:
Mortgage-backed securities:
Governmental National Mortgage Association securities		$	5,547			$	20			$	-			$	5,567
Federal Home Loan Mortgage Corporation securities			1,085				1				(7	)			1,079
Federal National Mortgage Association securities			320				1				-				321
Total mortgage-backed securities			6,952				22				(7	)			6,967
Debt securities:
U.S. government agency			360				-				-				360
Corporate notes			1,500				5				-				1,505
Total available-for-sale-securities		$	8,812			$	27			$	(7	)		$	8,832

		December 31, 2018
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized  (Losses)				Fair Value
Available for Sale:
Mortgage-backed securities:
Governmental National Mortgage Association securities		$	4,844			$	29			$	-			$	4,873
Federal Home Loan Mortgage Corporation securities			1,111				-				(29	)			1,082
Federal National Mortgage Association securities			367				-				-				367
Total mortgage-backed securities			6,322				29				(29	)			6,322
Debt securities:
U.S. government agency			360				-				(2	)			358
Total available-for-sale-securities		$	6,682			$	29			$	(31	)		$	6,680

 

The amortized cost and fair value of debt securities at June 30, 2019, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

 

		Available for Sale
		Amortized Cost				Fair Value
Due after one year through five years		$	360			$	360
Due after ten years			8,452				8,472
Total		$	8,812			$	8,832

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5 – Investment Securities Available for Sale (Continued)

 

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2019  and December 31, 2018 (in thousands):

		June 30, 2019
						Less than Twelve Months								Twelve Months or Greater								Total
		Number of Securities				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses
Federal Home Loan Mortgage Corporation mortgage-backed securities			1				-				-				358				(7	)			358				(7	)
Total			1			$	-			$	-			$	358			$	(7	)		$	358			$	(7	)

		December 31, 2018
						Less than Twelve Months								Twelve Months or Greater								Total
		Number of Securities				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses
Federal Home Loan Mortgage Corporation mortgage-backed securities			2			$	-			$	-			$	1,082			$	(29	)		$	1,082			$	(29	)
Debt securities, U.S. government agency			1				-				-				358				(2	)			358				(2	)
Total			3			$	-			$	-			$	1,440			$	(31	)		$	1,440			$	(31	)

At June 30, 2019, there was one security in an unrealized loss position that at such date had an aggregate depreciation of 1.06% from the Company’s amortized cost basis. Management believes that the estimated fair value of the securities disclosed above is primarily dependent on the movement of market interest rates.  Management evaluated the length of time and the extent to which the fair value has been less than cost and the financial condition and near term prospects of the issuer, including any specific events which may influence the operations of the issuer.  The Company has the ability and intent to hold the securities until the anticipated recovery of fair value occurs. Management does not believe any individual unrealized loss as of June 30, 2019 represents an other-than-temporary impairment. There were no impairment charges recognized during the three months or six months ended June 30, 2019 or 2018.

17

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses

 

The composition of net loans receivable is as follows:

 

		June 30, 2019				December 31, 2018
Real estate loans:
One-to-four family residential:
Owner occupied		$	6,304			$	6,603
Non-owner occupied			43,351				47,361
Total one-to-four family residential			49,655				53,694
Multi-family (five or more) residential			23,498				23,967
Commercial real estate			108,275				103,819
Construction			9,719				9,998
Home equity			3,970				4,347
Total real estate loans			195,117				196,095
Commercial business			34,009				23,616
Other consumer			11				19
Total Loans			229,137				219,730
Deferred loan fees and costs			(822	)			(867	)
Allowance for loan losses			(2,126	)			(1,965	)
Net Loans		$	226,189			$	216,898

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of June 30, 2019 and December 31, 2018 ( in thousands):  

		June 30, 2019
		Pass				Special Mention				Substandard				Doubtful				Total
One-to-four family residential owner occupied		$	6,132			$	-			$	172			$	-			$	6,304
One-to-four family residential non-owner occupied			42,556				-				795				-				43,351
Multi-family residential			23,498				-				-				-				23,498
Commercial real estate			103,986				1,975				2,314				-				108,275
Construction			9,719				-				-				-				9,719
Home equity			3,970				-				-				-				3,970
Commercial business			33,960				-				49				-				34,009
Other consumer			11				-				-				-				11
Total		$	223,832			$	1,975			$	3,330			$	-			$	229,137

		December 31, 2018
		Pass				Special Mention				Substandard				Doubtful				Total
One-to-four family residential owner occupied		$	6,421			$	-			$	182			$	-			$	6,603
One-to-four family residential non-owner occupied			46,534				-				827				-				47,361
Multi-family residential			23,967				-				-				-				23,967
Commercial real estate			101,821				-				1,998				-				103,819
Construction			9,998				-				-				-				9,998
Home equity			4,347				-				-				-				4,347
Commercial business			23,149				-				467				-				23,616
Other consumer			19				-				-				-				19
Total		$	216,256			$	-			$	3,374			$	-			$	219,730

18

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of June 30, 2019 as well as the average recorded investment and related interest income for the period then ended (in thousands):

		June 30, 2019
		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded  Investment				Interest  Income  Recognized
With no related allowance recorded:
One-to-four family residential owner occupied		$	172			$	178			$	-			$	173			$	-
One-to-four family residential non-owner occupied			264				264				-				265				8
Multi-family residential			-				-				-				-				-
Commercial real estate			-				-				-				-				-
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
With an allowance recorded:
One-to-four family residential owner occupied		$	-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			68				68				50				68				-
Multi-family residential			-				-				-				-				-
Commercial real estate			133				133				5				133				6
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total:
One-to-four family residential owner occupied		$	172			$	178			$	-			$	173			$	-
One-to-four family residential non-owner occupied			332				332				50				333				8
Multi-family residential			-				-				-				-				-
Commercial real estate			133				133				5				133				6
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total		$	637			$	643			$	55			$	639			$	14

19

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2018 as well as the average recorded investment and related interest income for the year then ended (in thousands):

		December 31, 2018
		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average  Recorded Investment				Interest Income Recognized
With no related allowance recorded:
One-to-four family residential owner occupied		$	182			$	185			$	-			$	417			$	23
One-to-four family residential non-owner occupied			265				265				-				324				17
Multi-family residential			-				-				-				-				-
Commercial real estate			-				-				-				-				-
Construction			-				-				-				2,050				37
Home equity			-				-				-				44				2
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
With an allowance recorded:
One-to-four family residential owner occupied		$	-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			68				68				50				162				4
Multi-family residential			-				-				-				-				-
Commercial real estate			133				133				5				133				10
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total:
One-to-four family residential owner occupied		$	182			$	185			$	-			$	417			$	23
One-to-four family residential non-owner occupied			333				333				50				486				21
Multi-family residential			-				-				-				-				-
Commercial real estate			133				133				5				133				10
Construction			-				-				-				2,050				37
Home equity			-				-				-				44				2
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total		$	648			$	651			$	55			$	3,130			$	93

The loan portfolio also includes certain loans that have been modified in a troubled debt restructuring, where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forbearance, or other actions.  At June 30, 2019, the Company had two loans totaling $397,000 that were identified as troubled debt restructurings.  Both of these loans were performing in accordance with their modified terms.  During the six months ended June 30, 2019, no new loans were identified as TDRs.  At December 31, 2018, the Company had two loans totaling $398,000 that were identified as troubled debt restructurings.  If a TDR is placed on non-accrual it is not reverted back to accruing status until the borrower makes timely payments as contracted for at least six months and future collection under the revised terms is probable.

20

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

The following tables present the Company’s TDR loans as of June 30, 2019 and December 31, 2018 (dollar amounts in thousands):

		June 30, 2019
		Number of Contracts				Recorded Investment				Non- Accrual				Accruing				Related Allowance
One-to-four family residential owner occupied			-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			1				264				-				264				-
Multi-family residential			-				-				-				-				-
Commercial real estate			1				133				-				133				5
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total			2			$	397			$	-			$	397			$	5

		December 31, 2018
		Number of Contracts				Recorded  Investment				Non- Accrual				Accruing				Related Allowance
One-to-four family residential owner occupied			-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			1				265				-				265				-
Multi-family residential			-				-				-				-				-
Commercial real estate			1				133				-				133				5
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total			2			$	398			$	-			$	398			$	5

The contractual aging of the TDRs in the table above as of June 30, 2019 and December 31, 2018 is as follows (in thousands):

		June 30, 2019
		Accruing  Past Due Less than 30 Days				Past Due 30-89 Days				90 Days or More Past Due				Non- Accrual				Total
One-to-four family residential owner occupied		$	-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			264				-				-				-				264
Multi-family residential			-				-				-				-				-
Commercial real estate			133				-				-				-				133
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total		$	397			$	-			$	-			$	-			$	397

21

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

		December 31, 2018
		Accruing Past Due Less than 30 Days				Past Due 30-89 Days				90 Days or More Past Due				Non- Accrual				Total
One-to-four family residential owner occupied		$	-			$	-			$	-			$	-			$	-
One-to-four family residential non-owner occupied			265				-				-				-				265
Multi-family residential			-				-				-				-				-
Commercial real estate			133				-				-				-				133
Construction			-				-				-				-				-
Home equity			-				-				-				-				-
Commercial business			-				-				-				-				-
Other consumer			-				-				-				-				-
Total		$	398			$	-			$	-			$	-			$	398

Any reserve for an impaired TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate or upon the fair value of the collateral less costs to sell, if the loan is deemed collateral dependent. At June 30, 2019 there were no commitments to lend additional funds to debtors whose loan terms have been modified as TDRs.

The general practice of the Bank is to work with borrowers so that they are able to pay back their loan in full. If a borrower continues to be delinquent or cannot meet the terms of a TDR modification and the loan is determined to be uncollectible, the loan will be charged off.

22

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the three and six months ended June 30, 2019 and recorded investment in loans receivable as of June 30, 2019 (in thousands):

		June 30, 2019
		1-4 Family Residential Owner Occupied				1-4 Family Residential Non-Owner Occupied				Multi-Family Residential				Commercial Real Estate				Construction				Home Equity				Commercial Business and Other Consumer				Unallocated				Total
For the Three Months Ended June 30, 2019
Allowance for loan losses:
Beginning balance		$	49			$	463			$	160			$	809			$	142			$	24			$	303			$	100			$	2,050
Charge-offs			-				-				-				-				-				-				-				-				-
Recoveries			-				-				-				-				-				-				-				-				-
Provision			-				(26	)			(7	)			26				38				(1	)			67				(21	)			76
Ending balance		$	49			$	437			$	153			$	835			$	180			$	23			$	370			$	79			$	2,126
For the Six Months Ended June 30, 2019
Allowance for loan losses:
Beginning balance		$	51			$	435			$	156			$	839			$	175			$	21			$	247			$	41			$	1,965
Charge-offs			-				-				-				-				-				-				-				-				-
Recoveries			-				-				-				-				-				-				-				-				-
Provision			(2	)			2				(3	)			(4	)			5				2				123				38				161
Ending balance		$	49			$	437			$	153			$	835			$	180			$	23			$	370			$	79			$	2,126
Ending balance evaluated for impairment:
Individually		$	-			$	50			$	-			$	5			$	-			$	-			$	-			$	-			$	55
Collectively		$	49			$	387			$	153			$	830			$	180			$	23			$	370			$	79			$	2,071
Loans receivable:
Ending balance:		$	6,304			$	43,351			$	23,498			$	108,275			$	9,719			$	3,970			$	34,020							$	229,137
Ending balance evaluated for impairment:
Individually		$	172			$	332			$	-			$	133			$	-			$	-			$	-							$	637
Collectively		$	6,132			$	43,019			$	23,498			$	108,142			$	9,719			$	3,970			$	34,020							$	228,500

The Bank allocated increased allowance for loan loss provisions to the commercial business portfolio class for the three and six months ended June 30, 2019, due primarily to increased balances in this portfolio class.  The Bank allocated increased allowance for loan loss provisions to the construction loan portfolio class for the three months ended June 30, 2019, due primarily to an increased delinquencies in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the three months ended June 30, 2019, due primarily to increased balances in this portfolio class. The Bank allocated decreased allowance for loan loss provisions to the 1-4 family non-owner occupied loan portfolio class for the three months ended June 30, 2019, due primarily to a decrease in balances in this portfolio class.

23

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the three and six and months ended June 30, 2018 (in thousands):

		June 30, 2018
		1-4 Family Residential Owner Occupied				1-4 Family Residential Non-Owner Occupied				Multi-Family Residential				Commercial Real Estate				Construction				Home Equity				Commercial Business and Other Consumer				Unallocated				Total
For the Three Months Ended June 30, 2018
Allowance for loan losses:
Beginning balance		$	54			$	495			$	164			$	720			$	142			$	26			$	170			$	65			$	1,836
Charge-offs			-				-				-				-				(100	)			-				-				-				(100	)
Recoveries			-				-				-				-				-				-				-				-				-
Provision			6				(56	)			2				8				137				(2	)			31				(32	)			94
Ending balance		$	60			$	439			$	166			$	728			$	179			$	24			$	201			$	33			$	1,830
For the Six Months Ended June 30, 2018
Allowance for loan losses:
Beginning balance		$	48			$	540			$	152			$	687			$	136			$	27			$	140			$	82			$	1,812
Charge-offs			-				(47	)			-				-				(100	)			-				-				-				(147	)
Recoveries			-				-				-				-				-				-				-				-				-
Provision			12				(54	)			14				41				143				(3	)			61				(49	)			165
Ending balance		$	60			$	439			$	166			$	728			$	179			$	24			$	201			$	33			$	1,830
Ending balance evaluated for impairment:
Individually		$	-			$	20			$	-			$	5			$	-			$	-			$	-			$	-			$	25
Collectively		$	60			$	419			$	166			$	723			$	179			$	24			$	201			$	33			$	1,805

The Bank allocated decreased allowance for loan loss provisions to the 1-4 family residential non-owner occupied portfolio class for the three and six months ended June 30, 2018, due primarily to decreased balances and changes to qualitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial real estate portfolio classes for the three and six months ended June 30, 2018, due primarily to increased balances and delinquencies in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the construction loan portfolio classes for the three and six months ended June 30, 2018, due primarily to charge-offs in this portfolio class.  The Bank allocated increased allowance for loan loss provisions to the commercial business portfolio classes for the three and six months ended June 30, 2018, due primarily to increased balances in this portfolio class.

24

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the year ended December 31, 2018 and recorded investment in loans receivable based on impairment evaluation as of December 31, 2018 (in thousands):

		December 31, 2018
		1-4 Family Residential Owner Occupied				1-4 Family Residential  Non- Owner Occupied				Multi-Family Residential				Commercial Real Estate				Construction				Home Equity				Commercial Business and Other Consumer				Unallocated				Total
Allowance for loan losses:
Beginning balance		$	48			$	540			$	152			$	687			$	136			$	27			$	140			$	82			$	1,812
Charge-offs			-				(47	)			-				-				(215	)			-				-				-				(262	)
Recoveries			-				-				-				-				-				-				-				-				-
Provision			3				(58	)			4				152				254				(6	)			107				(41	)			415
Ending balance		$	51			$	435			$	156			$	839			$	175			$	21			$	247			$	41			$	1,965
Ending balance evaluated for impairment
Individually		$	-			$	50			$	-			$	5			$	-			$	-			$	-			$	-			$	55
Collectively		$	5 1			$	385			$	156			$	834			$	175			$	21			$	247			$	41			$	1,910
Loans receivable:
Ending balance		$	6,603			$	47,361			$	23,967			$	103,819			$	9,998			$	4,347			$	23,635							$	219,730
Ending balance evaluated for impairment
Individually		$	182			$	333			$	-			$	133			$	-			$	-			$	-							$	648
Collectively		$	6,421			$	47,028			$	23,967			$	103,686			$	9,998			$	4,347			$	23,635							$	219,082

The Bank allocated increased allowance for loan loss provisions to the construction loan portfolio class for the year ended December 31, 2018, due primarily to charge-offs in this portfolio class.  The Bank allocated increased allowance for loan loss provisions to the commercial real estate portfolio class for the year ended December 31, 2018, due primarily to increased balances and delinquencies in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial business portfolio class for the year ended December 31, 2018, due primarily to increased balances in this portfolio class.  The Bank allocated decreased allowance for loan loss provisions to the 1-4 family non-owner occupied loan portfolio class for the year ended December 31, 2018, due primarily to a decrease in balances and changes in qualitative factors in this portfolio class.

The following table presents nonaccrual loans by classes of the loan portfolio as of June 30, 2019 and December 31, 2018 (in thousands):

		June 30, 2019				December 31, 2018
One-to-four family residential owner occupied		$	172			$	182
One-to-four family residential non-owner occupied			68				68
Multi-family residential			-				-
Commercial real estate			-				-
Construction			-				-
Home equity			-				-
Commercial business			-				-
Other consumer			-				-
Total		$	240			$	250

25

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Non-performing loans, which consist of non-accruing loans plus accruing loans 90 days or more past due, amounted to $592,000 and $1.2 million at June 30, 2019 and December 31, 2018, respectively.  For the delinquent loans in our portfolio, we have considered our ability to collect the past due interest, as well as the principal balance of the loan, in order to determine whether specific loans should be placed on non-accrual status. In cases where our evaluations have determined that the principal and interest balances are collectible, we have continued to accrue interest.

For the three and six months ended June 30, 2019 and 2018 there was no interest income recognized on non-accrual loans on a cash basis.  Interest income foregone on non-accrual loans was approximately $4,000 and $9,000 for the three and six months ended June 30, 2019, respectively.  Interest income foregone on non-accrual loans was approximately $9,000 and $18,000 for the three and six months ended June 30, 2018, respectively.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status as of June 30, 2019 and December 31, 2018 (in thousands):

		June 30, 2019
		30-89 Days Past Due				90 Days or More Past Due				Total Past Due				Current				Total Loans Receivable				Loans Receivable  90 Days or More Past  Due and Accruing
One-to-four family residential owner occupied		$	643			$	172			$	815			$	5,489			$	6,304			$	-
One-to-four family residential non-owner occupied			365				230				595				42,756				43,351				162
Multi-family residential			-				-				-				23,498				23,498				-
Commercial real estate			256				190				446				107,829				108,275				190
Construction			790				-				790				8,929				9,719				-
Home equity			30				-				30				3,940				3,970				-
Commercial business			179				-				179				33,830				34,009				-
Other consumer			-				-				-				11				11				-
Total		$	2,263			$	592			$	2,855			$	226,282			$	229,137			$	352

		December 31, 2018
		30-89 Days Past Due				90 Days or More Past Due				Total Past Due				Current				Total Loans Receivable				Loans Receivable 90 Days or More Past Due and Accruing
One-to-four family residential owner occupied		$	1,096			$	182			$	1,278			$	5,325			$	6,603			$	-
One-to-four family residential non-owner occupied			1,259				68				1,327				46,034				47,361				-
Multi-family residential			371				--				371				23,596				23,967				-
Commercial real estate			2,070				548				2,618				101,201				103,819				548
Construction			2,231				-				2,231				7,767				9,998				-
Home equity			31				-				31				4,316				4,347				-
Commercial business			3				380				383				23,233				23,616				380
Other consumer			-				-				-				19				19				-
Total		$	7,061			$	1,178			$	8,239			$	211,491			$	219,730			$	928

26

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 7 – Goodwill and Other Intangible, Net

On August 1, 2016, Quaint Oak Insurance Agency, LLC began operations by acquiring the renewal rights to the book of business produced and serviced by an independent insurance agency located in New Britain, Pennsylvania, that provides a broad range of personal and commercial insurance coverage solutions.  The Company paid $1.0 million for these rights.  Based on a valuation, $515,000 of the purchase price was determined to be goodwill and $485,000 was determined to be related to the renewal rights to the book of business and deemed to be an other intangible asset.  This other intangible asset is being amortized over a ten year period based upon the annual retention rate of the book of business.  The balance of other intangible asset at June 30, 2019 was $344,000 net of accumulated amortization of $141,000.  Amortization expense for the three and six months ended June 30, 2019 and 2018 amounted to approximately $12,000 and $24,000, respectively.

Note 8 – Deposits

Deposits consist of the following classifications (in thousands):

		June 30, 2019				December 31, 2018
Non-interest bearing checking accounts		$	17,346			$	17,542
Passbook accounts			73				192
Savings accounts			1,785				1,120
Money market accounts			26,906				26,841
Certificates of deposit			178,394				166,216
Total deposits		$	224,504			$	211,911

Note 9 – Borrowings

Federal Home Loan Bank advances consist of the following at June 30, 2019 and December 31, 2018 (in thousands):

		June 30, 2019								December 31, 2018
		Amount				Weighted Interest Rate				Amount				Weighted Interest Rate
Short-term borrowings		$	-				-	%		$	9,000				2.62	%
Fixed rate borrowings maturing:
2019			2,000				1.95				3,000				1.86
2020			2,000				2.00				2,000				2.00
2021			4,000				2.26				3,000				2.05
2022			6,000				2.22				3,000				2.18
2023			5,000				2.37				3,000				2.33
2024			4,000				2.49				1,000				2.54
Total  FHLB long-term debt		$	23,000				2.27	%		$	15,000				2.12	%

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10 – Stock Compensation Plans

Employee Stock Ownership Plan

The Company maintains an Employee Stock Ownership Plan (ESOP) for the benefit of employees who meet the eligibility requirements of the plan.  Using proceeds from a loan from the Company, the ESOP purchased 8%, or 222,180 shares of the Company’s then outstanding common stock in the open market during 2007.  The Bank makes cash contributions to the ESOP on a quarterly basis sufficient to enable the ESOP to make the required loan payments to the Company.  The loan bears an interest rate of 7.75% per annum, with principal and interest to be paid quarterly in equal installments over 15 years. The loan is secured by the unallocated shares of common stock held by the ESOP.

Shares of the Company’s common stock purchased by the ESOP are held in a suspense account and reported as unallocated common stock held by the ESOP in stockholders’ equity until released for allocation to participants.  As the debt is repaid, shares are released from collateral and are allocated to each eligible participant based on the ratio of each such participant’s base compensation to the total base compensation of eligible plan participants.  As the unearned shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the average market value of the shares, and the shares become outstanding for earnings per share computations.  During the three and six months ended June 30, 2019, the Company recognized $46,000 and $90,000 of ESOP expense, respectively.  During the three and six months ended June 30, 2018, the Company recognized $48,000 and $96,000 of ESOP expense, respectively.

Recognition & Retention and Stock Incentive Plans

In May 2008, the shareholders of Quaint Oak Bancorp approved the adoption of the 2008 Recognition and Retention Plan (the “RRP”) and Trust Agreement.  In order to fund the RRP, the 2008 Recognition and Retention Plan Trust acquired 111,090 shares of the Company’s stock in the open market at an average price of $4.68 totaling $520,000.  The RRP terminated on May 8, 2018.  In May 2013, the shareholders of Quaint Oak Bancorp approved the adoption of the 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”).  The 2013 Stock Incentive Plan approved by shareholders in May 2013 covered a total of 195,000 shares, of which 48,750, or 25%, may be restricted stock awards, for a balance of 146,250 stock options assuming all the restricted shares are awarded.  In May 2018, the shareholders of Quaint Oak Bancorp approved the adoption of the 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”).  The 2018 Stock Incentive Plan approved by shareholders in May 2018 covered a total of 155,000 shares, of which 38,750, or 25%, may be restricted stock awards, for a balance of 116,250 stock options assuming all the restricted shares are awarded.

As of June 30, 2019 a total of 38,887 share awards were unvested under the 2013 and 2018 Stock Incentive Plans and up to 11,750 share awards were available for future grant under the 2018 Stock Incentive Plan and none under the 2013 Stock Incentive Plan.  The 2013 and 2018 Stock Incentive Plan share awards have vesting periods of five years.

A summary of the status of the share awards under the RRP and Stock Incentive Plan as of June 30, 2019 and 2018 and changes during the six months ended June 30, 2019 and 2018 is as follows:

		June 30, 2019								June 30, 2018
		Number of Shares				Weighted Average Grant Date Fair Value				Number of Shares				Weighted Average Grant Date Fair Value
Unvested at the beginning of the period			48,608			$	13.30				10,061			$	8.10
Granted			-				-				48,608				13.30
Vested			(9,721	)			13.30				(9,661	)			8.10
Forfeited			-				-				(400	)			8.10
Unvested at the end of the period			38,887			$	13.30				48,608			$	13.30

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10 – Stock Compensation Plans (Continued)

Recognition & Retention and Stock Incentive Plans (Continued)

Compensation expense on the restricted stock awards is recognized ratably over the five year vesting period in an amount which is equal to the fair value of the common stock at the date of grant.  During the three months ended June 30, 2019 and 2018, the Company recognized approximately $32,000 and $21,000 of compensation expense, respectively.  A tax benefit of approximately $7,000 and $4,000 was recognized during the three months ended June 30, 2019 and 2018, respectively.  During both the six months ended June 30, 2019 and 2018, the Company recognized approximately $65,000 and $42,000 of compensation expense, respectively.  A tax benefit of approximately $14,000 and $9,000 was recognized during the six months ended June 30, 2019 and 2018, respectively.  As of June 30, 2019, approximately $501,000 in additional compensation expense will be recognized over the remaining service period of approximately 3.9 years.

Stock Option and Stock Incentive Plans

In May 2008, the shareholders of Quaint Oak Bancorp approved the adoption of the 2008 Stock Option Plan (the “Option Plan”).  In May 2013, the shareholders of Quaint Oak Bancorp approved the adoption of the 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”).  The Option Plan authorized the grant of stock options to officers, employees and directors of the Company to acquire 277,726 shares of common stock with an exercise price no less than the fair market value on the date of the grant.  The Option Plan expired February 13, 2018, however, outstanding options granted in 2013 remain valid and existing for the remainder of their terms.  The 2013 Stock Incentive Plan approved by shareholders in May 2013 covered a total of 195,000 shares, of which 48,750, or 25%, may be restricted stock awards, for a balance of 146,250 stock options assuming all the restricted shares are awarded.  In May 2018, the shareholders of Quaint Oak Bancorp approved the adoption of the 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”).  The 2018 Stock Incentive Plan approved by shareholders in May 2018 covered a total of 155,000 shares, of which 38,750, or 25%, may be restricted stock awards, for a balance of 116,250 stock options assuming all the restricted shares are awarded.

For grants in May 2008, the Compensation Committee of the Board of Directors determined to grant the stock options at an exercise price equal to $5.00 per share (split-adjusted) which is higher than the fair market value of the common stock on the grant date.  All of the options granted in May 2008 were either exercised or expired in May 2018.  All incentive stock options issued under the Option Plan and the Stock Incentive Plan are intended to comply with the requirements of Section 422 of the Internal Revenue Code.  As of June 30, 2019, a total of 256,336 grants of stock options were outstanding under the Option Plan and Stock Incentive Plan and 37,250 stock options were available for future grant under the Stock Incentive Plan and none under the Option Plan.  O ptions will become vested and exercisable over a five year period and are generally exercisable for a period of ten years after the grant date.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10 – Stock Compensation Plans (Continued)

Stock Option and Stock Incentive Plans (Continued)

A summary of option activity under the Company ’s Option Plan and Stock Incentive Plan of June 30, 2019 and 2018 and changes during the three months ended June 30, 2019 and 2018 is as follows:

		2019												2018
		Number of Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years)				Number  of Shares				Weighted Average Exercise Price				Weighted Average Remaining  Contractual  Life (in years)
Outstanding at the beginning of the year			279,836			$	10.64				6.8				265,302			$	6.74				3.2
Granted			-				-				-				136,636				13.30				9.9
Exercised			(23,500	)			8.10				-				(106,844	)			5.00				-
Forfeited			-				-				-				(15,258	)			6.22				-
Outstanding at end of period			256,336			$	10.87				6.5				279,836			$	10.64				7.8
Exercisable at end of period			147,027			$	9.07				3.9				143,200			$	8.10				4.9

The estimated fair value of the options granted in May 2018 was $1.75 per share. The fair value was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Expected dividend yield			2.11	%
Risk-free interest rate			2.96	%
Expected life of options		6.5		years
Expected stock-price volatility			12.42	%

         

The dividend yield was calculated on the dividend amount and stock price existing at the grant date.  The risk free interest rate used was based on the rates of United States Treasury securities with maturities equal to the expected lives of the options.  Although the contractual term of the options granted is ten years, the expected term of the options is less.  Management estimated the expected term of the stock options to be the average of the vesting period and the contractual term.  The expected stock-price volatility was estimated by considering the Company’s own stock volatility.  The actual future volatility may differ from our historical volatility.

During the three months ended June 30, 2019 and 2018, compensation expense was recognized in the amount of $11,000 and $8,000, respectively.  A tax benefit of approximately $1,000 was recognized during the three months ended June 30, 2019 and none during the three months ended June 30, 2018.  During the six months ended June 30, 2019 and 2018, compensation expense was recognized in the amount of $22,000 and $19,000, respectively.  A tax benefit of approximately $1,000 was recognized during the six months ended June 30, 2019 and none during the six months ended June 30, 2018. As of June 30, 2019, approximately $171,000 in additional compensation expense will be recognized over the remaining service period of approximately 3.9 years.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11 – Fair Value Measurements and Fair Values of Financial Instruments

 

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair values estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

 

Fair value is determined at one point in time and is not representative of future value. These amounts do not reflect the total value of a going concern organization. Management does not have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses should not be interpreted as a forecast of future earnings and cash flows.

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value.  The three broad levels of pricing are as follows:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date.  The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

Level III:

Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

In accordance with ASU 2016-01, the fair value of loans, excluding previously presented impaired loans measured at fair value on a non-recurring basis, is estimated using discounted cash flow analyses.  The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit and non-performance risk.  Loans are considered a Level 3 classification.

 

The following is a discussion of assets and liabilities measured at fair value on a recurring and non-recurring basis and valuation techniques applied:

 

Investment Securities Available For Sale: The fair value of securities available for sale are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

 

We may be required from time to time to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets.

 

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)

 

Impaired Loans: Impaired loans are carried at the lower of cost or the fair value of the collateral for collateral-dependent loans less estimated costs to sell. Collateral is primarily in the form of real estate. The use of independent appraisals, discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within Level 3 of the fair value hierarchy.

Other Real Estate Owned: Other real estate owned is carried at the lower of the investment in the real estate or the fair value of the real estate less estimated selling costs. The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and therefore other real estate owned is classified within Level 3 of the fair value hierarchy.

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of June 30, 2019 (in thousands):

 

		June 30, 2019
		Fair Value Measurements Using:
		Total Fair Value				Quoted Prices in  Active Markets for  Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment securities available for sale:
Mortgage-backed securities:
Governmental National Mortgage Association mortgage-backed securities		$	5,567			$	-			$	5,567			$	-
Federal Home Loan Mortgage Corporation mortgage-backed securities			1,079				-				1,079				-
Federal National Mortgage Association mortgage-backed securities			321				-				321				-
Debt securities:
U.S. government agency			360				-				360				-
Corporate note			1,505				-				1,505				-
Total investment securities available for sale		$	8,832			$	-			$	8,832			$	-
Total recurring fair value measurements		$	8,832			$	-			$	8,832			$	-
Nonrecurring fair value measurements
Impaired loans		$	582			$	-			$	-			$	582
Other Real Estate Owned			1,819				-				-				1,819
Total nonrecurring fair value measurements		$	2,401			$	-			$	-			$	2,401

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)

 

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of December 31, 2018 (in thousands):

 

		December 31, 2018
		Fair Value Measurements Using:
		Total Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)
Recurring fair value measurements
Investment securities available for sale:
Mortgage-backed securities:
Governmental National Mortgage Association mortgage-backed securities		$	4,876			$	-			$	4,876			$	-
Federal Home Loan Mortgage Corporation mortgage-backed securities			1,082				-				1,082				-
Federal National Mortgage Association mortgage-backed securities			367				-				367				-
Debt securities:
U.S. government agency			358				-				358				-
Total investment securities available for sale		$	6,680			$	-			$	6,680			$	-
Total recurring fair value measurements		$	6,680			$	-			$	6,680			$	-
Nonrecurring fair value measurements
Impaired loans		$	593			$	-			$	-			$	593
Other Real Estate Owned			1,650				-				-				1,650
Total nonrecurring fair value measurements		$	2,243			$	-			$	-			$	2,243

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has used Level 3 inputs to determine fair value as of June 30, 2019 and December 31, 2018 (in thousands):

		June 30, 2019
		Quantitative Information About Level 3 Fair Value Measurements
		Total Fair Value			Valuation Techniques		Unobservable Input		Range (Weighted Average)
Impaired loans		$	582		Appraisal of collateral (1)		Appraisal adjustments (2)			0%-73% (9	%)
Other real estate owned		$	1,819		Appraisal of collateral (1)		Appraisal adjustments (2)			0%-12% (12	%)

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)

		December 31, 2018
		Quantitative Information About Level 3 Fair Value Measurements
		Total Fair Value			Valuation Techniques		Unobservable Input		Range (Weighted  Average)
Impaired loans		$	593		Appraisal of collateral (1)		Appraisal adjustments (2)			0%-73% (8	%)
Other real estate owned		$	1,650		Appraisal of collateral (1)		Appraisal adjustments (2)			0%-12% (12	%)

________________

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal.

The estimated fair values of the Company’s financial instruments that are not required to be measured or reported at fair value were as follows at June 30, 2019 and December 31, 2018 (in thousands):

										Fair Value Measurements at
										June 30, 2019
		Carrying Amount				Fair Value Estimate				Quoted Prices in  Active Markets  for Identical Assets (Level 1)				Significant  Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)
Financial Assets
Investment in interest-earning time deposits		$	10,160			$	10,488			$	-			$	-			$	10,488
Loans held for sale			9,402				9,729				-				9,729				-
Loans receivable, net			226,189				225,054				-				-				225,054
Financial Liabilities
Deposits			224,504				227,144				46,110				-				181,034
FHLB long-term borrowings			23,000				23,012				-				-				23,012
Subordinated debt			7,848				8,078				-				-				8,078

										Fair Value Measurements at
										December 31, 2018
		Carrying  Amount				Fair Value  Estimate				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Unobservable  Inputs (Level 3)
Financial Assets
Investment in interest-earning time deposits		$	4,927			$	4,927			$	-			$	-			$	4,927
Loans held for sale			5,103				5,254				-				5,254				-
Loans receivable, net			216,898				214,351				-				-				214,351
Financial Liabilities
Deposits			211,911				212,320				45,695				-				166,625
FHLB long-term borrowings			15,000				14,973				-				-				14,973
Subordinated debt			7,831				7,831				-				-				7,831

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)

For cash and cash equivalents, accrued interest receivable, investment in FHLB stock, bank-owned life insurance, FHLB short-term borrowings, accrued interest payable, and advances from borrowers for taxes and insurance, the carrying value is a reasonable estimate of the fair value and are considered Level 1 measurements.

Note 12 – Operating Segments

The Company’s operations currently consist of two reportable operating segments: Banking and Mortgage Banking. The Company offers different products and services through its two segments. The accounting policies of the segments are generally the same as those of the consolidated company.

The Banking Segment generates its revenues primarily from its lending, deposit gathering and fee business activities. The profitability of this segment’s operations depends primarily on its net interest income after provision for credit losses, which is the difference between interest earned on interest earning assets and interest paid on interest bearing liabilities less provision for credit losses. The provision for credit losses is almost entirely dependent on changes in the Banking Segment’s loan portfolio and management’s assessment of the collectability of the loan portfolio as well as prevailing economic and market conditions. The profitability of this segment’s operations also depends on the generation of non-interest income which includes fees and commissions generated by Quaint Oak Bank and its wholly-owned subsidiaries, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, and Quaint Oak Insurance Agency, LLC which are included in the Banking Segment for segment reporting purposes.  The Banking Segment is also subject to an extensive system of laws and regulations that are intended primarily for the protection of depositors and other customers, federal deposit insurance funds and the banking system as a whole. These laws and regulations govern such areas as capital, permissible activities, allowance for loan and lease losses, loans and investments, and rates of interest that can be charged on loans. For segment reporting purposes, Quaint Oak Bancorp, Inc. is included as part of the Company’s Banking segment.

The Mortgage Banking Segment originates residential mortgage loans which are sold into the secondary market along with the loans’ servicing rights.  The profitability of this segment’s operations depends primarily on the gains realized from the sale of loans and processing fees. The Mortgage Banking Segment is also subject to an extensive system of laws and regulations that are intended primarily for the protection of consumers.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 12 – Operating Segments (Continued)

The following table present summary financial information for the reportable segments (in thousands):

		As of or for the Three Months Ended June 30,
		2019												2018
		Quaint Oak  Bank (1)				Quaint Oak Mortgage				Consolidated				Quaint Oak  Bank (1)				Quaint Oak Mortgage				Consolidated
Net Interest Income		$	2,123			$	(25	)		$	2,098			$	2,067			$	(7	)		$	2,060
Provision for Loan Losses			76				-				76				94				-				94
Net Interest Income after Provision for Loan    Losses			2,047				(25	)			2,022				1,973				(7	)			1,966
Non-Interest Income
Mortgage banking and title abstract fees			176				149				325				136				81				217
Real estate sales commissions, net			33				-				33				50				-				50
Insurance commissions			106				-				106				103				-				103
Other fees and services charges			62				-				62				44				-				44
Income from bank-owned life insurance			19				-				19				21				-				21
Net gain on loans held for sale			-				867				867				-				585				585
Gain on the sale of SBA loans			34				-				34				-				-				-
Gain on sales of other real estate owned			-				-				-				-				-				-
Total Non-Interest Income			430				1,016				1,446				354				666				1,020
Non-Interest Expense
Salaries and employee benefits			1,465				306				1,771				1,323				298				1,621
Directors’ fees and expenses			56				-				56				40				-				40
Occupancy and equipment			117				57				174				107				39				146
Data processing			81				37				118				67				26				93
Professional fees			79				13				92				110				13				123
FDIC deposit insurance assessment			12				-				12				46				-				46
Other real estate owned expenses			4				-				4				2				-				2
Advertising			61				10				71				49				5				54
Amortization of other intangible			12				-				12				12				-				12
Other			205				12				217				131				13				144
Total Non-Interest Expense			2,092				435				2,527				1,887				394				2,281
Pretax Segment Profit		$	385			$	556			$	941			$	440			$	265			$	705
Segment Assets		$	269,302			$	15,575			$	284,877			$	246,844			$	9,088			$	251,562

(1)	Includes Quaint Oak Bancorp, Inc. and the Bank’s Subsidiaries, Quaint Oak Real Estate, Quaint Oak Abstract, Quaint Oak Insurance Agency, and QOB Properties.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

		As of or for the Six Months Ended June 30,
		2019												2018
		Quaint Oak  Bank (1)				Quaint  Oak Mortgage				Consolidated				Quaint Oak Bank (1)				Quaint  Oak Mortgage				Consolidated
Net Interest Income		$	4,279			$	(44	)		$	4,235			$	4,056			$	(17	)		$	4,039
Provision for Loan Losses			161				-				161				165				-				165
Net Interest Income after Provision for Loan    Losses			4,118				(44	)			4,074				3,891				(17	)			3,874
Non-Interest Income
Mortgage banking and title abstract fees			261				209				470				242				85				327
Real estate sales commissions, net			51				-				51				102				-				102
Insurance commissions			198				-				198				182				-				182
Other fees and services charges			90				-				90				118				-				118
Income from bank-owned life insurance			39				-				39				41				-				41
Net gain on loans held for sale			-				1,300				1,300				3				903				906
Gain on the sale of SBA loans			140				-				140				23				-				23
Gain on sales of other real estate owned			-				-				-				63				-				63
Total Non-Interest Income			779				1,509				2,288				774				988				1,762
Non-Interest Expense
Salaries and employee benefits			2,787				610				3,397				2,691				598				3,289
Directors’ fees and expenses			113				-				113				94				-				94
Occupancy and equipment			228				106				334				217				79				296
Data processing			161				59				220				129				50				179
Professional fees			148				26				174				157				26				183
FDIC deposit insurance assessment			40				-				40				93				-				93
Other real estate owned expenses			11				-				11				2				-				2
Advertising			122				20				142				98				10				108
Amortization of other intangible			24				-				24				24				-				24
Other			353				26				379				289				31				320
Total Non-Interest Expense			3,987				847				4,834				3,794				794				4,588
Pretax Segment Profit		$	910			$	618			$	1,528			$	871			$	177			$	1,048
Segment Assets		$	269,302			$	15,575			$	284,877			$	246,844			$	9,088			$	251,562

(1)	Includes Quaint Oak Bancorp, Inc. and the Bank’s Subsidiaries, Quaint Oak Real Estate, Quaint Oak Abstract, Quaint Oak Insurance Agency, and QOB Properties.

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

Forward-Looking Statements Are Subject to Change

We make certain statements in this document as to what we expect may happen in the future. These statements usually contain the words “ believe, ”   “ estimate, ”   “ project, ”   “ expect, ”   “ anticipate, ”   “ intend ” or similar expressions. Because these statements look to the future, they are based on our current expectations and beliefs. Actual results or events may differ materially from those reflected in the forward-looking statements. You should be aware that our current expectations and beliefs as to future events are subject to change at any time, and we can give you no assurances that the future events will actually occur.

General

The Company was formed in connection with the Bank’s conversion to a stock savings bank completed on July 3, 2007.  The Company’s results of operations are dependent primarily on the results of the Bank, which is a wholly owned subsidiary of the Company.  The Bank’s results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on its loan and investment portfolios and the cost of funds, consisting of the interest paid on deposits and borrowings.  Results of operations are also affected by provisions for loan losses, fee income and other non-interest income and non-interest expense.  Non-interest expense principally consists of compensation, directors’ fees and expenses, office occupancy and equipment expense, data processing expense, professional fees, advertising expense, FDIC deposit insurance assessment, and other expenses.  Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities.  Future changes in applicable law, regulations or government policies may materially impact our financial condition and results of operations.

At June 30, 2019, the Bank has five wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, QOB Properties, LLC, and Quaint Oak Insurance Agency, LLC, each a Pennsylvania limited liability company.  The mortgage, real estate and abstract companies offer mortgage banking, real estate sales and title abstract services, respectively, in the Lehigh Valley region of Pennsylvania, and began operation in July 2009.  In February 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania.  QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure.  Quaint Oak Insurance Agency, LLC, located in Chalfont, Pennsylvania, began operations in August 2016 and provides a broad range of personal and commercial insurance coverage solutions.

Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

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Allowance for Loan Losses.   The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans receivable. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are designated as impaired. For loans that are designated 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 pools of loans by loan class. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated quarterly to ensure their relevance in the current economic environment.  Residential owner occupied mortgage lending generally entails a lower risk of default than other types of lending. Consumer loans and commercial real estate loans generally involve more risk of collectability because of the type and nature of the collateral and, in certain cases, the absence of collateral. It is the Company’s policy to establish a specific reserve for loss on any delinquent loan when it determines that a loss is probable. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

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

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A loan is identified as a troubled debt restructuring (“TDR”) if the Company, for economic or legal reasons related to a debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Concessions granted under a TDR typically involve a temporary or permanent reduction in payments or interest rate or an extension of a loan’s stated maturity date at less than a current market rate of interest. Loans identified as TDRs are designated as impaired.

For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for all loans (except one-to-four family residential owner-occupied loans) where the total amount outstanding to any borrower or group of borrowers exceeds $500,000, or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Income Taxes .  Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method.  Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various assets and liabilities and net operating loss carryforwards and gives current recognition to changes in tax rates and laws.  The realization of our deferred tax assets principally depends upon our achieving projected future taxable income.  We may change our judgments regarding future profitability due to future market conditions and other factors.  We may adjust our deferred tax asset balances if our judgments change.

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Comparison of Financial Condition at June 30, 2019 and December 31, 2018

General .     The Company’s total assets at June 30, 2019 were $284.9 million, an increase of $13.5 million, or 5.0%, from $271.4 million at December 31, 2018.  This growth in total assets was primarily due to a $9.3 million, or 4.3%, increase in loans receivable, net, a $5.2 million, or 106.2%, increase in investment in interest-earning time deposits, a $4.3 million, or 84.2%, increase in loans held for sale, a $2.2 million, or 32.2%, increase in investment securities available for sale, and a $1.9 million, or 178.5% increase in prepaid expenses and other assets.  These increases were partially offset by a $9.8 million, or 37.5%, decrease in cash and cash equivalents.

Cash and Cash Equivalents. Cash and cash equivalents decreased $9.8 million, or 37.5%, from $26.0 million at December 31, 2018 to $16.3 million at June 30, 2019 as excess liquidity was used primarily to fund the increase of $9.3 million of loans receivable, net.

Investment in Interest-Earning Time Deposits.   Investment in interest-earning time deposits increased $5.2 million, or 106.1%, from $4.9 million at December 31, 2018 to $10.2 million at June 30, 2019 as the Company invested excess liquidity into higher yielding interest-earning assets.

Investment Securities Available for Sale.  Investment securities available for sale increased $2.2 million, or 32.2%, from $6.7 million at December 31, 2018 to $8.8 million at June 30, 2019, as the Company invested excess liquidity into higher yielding interest-earning assets.

Loans Held for Sale.   Loans held for sale increased $4.3 million or 84.2%, from $5.1 million at December 31, 2018 to $9.4 million at June 30, 2019 as the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, originated $53.4 million of one-to-four family residential loans during the six months ended June 30, 2019 and sold $48.9 million of loans in the secondary market during this same period. The Bank did not originate any equipment loans held for sale during the six months ended June 30, 2019 but sold $258,000 of equipment loans during this same period.

Loans Receivable, Net .  Loans receivable, net, increased $9.3 million, or 4.3%, to $226.2 million at June 30, 2019 from $216.9 million December 31, 2018.  This increase was funded primarily from deposits and excess liquidity.  Increases within the portfolio occurred in commercial business loans which increased $10.4 million, or 44.0%, and commercial real estate loans which increased $4.5 million, or 4.3%.  These increases were partially offset by decreases of $4.0 million, 8.5%, in one-to-four family residential non-owner occupied loans, $469,000, 2.0%, in multi-family residential loans, $377,000, or 8.7%, in home equity loans, $299,000, or 4.5%, in one-to-four family residential owner occupied loans, $279,000, or 2.8%, in construction loans, and $8,000, or 42.1%, in other consumer loans.  The Company continues its strategy of diversifying its loan portfolio with higher yielding and shorter-term loan products and selling substantially all of its newly originated one-to-four family owner-occupied loans into the secondary market.

Other Real Estate Owned.  Other real estate owned (OREO) amounted to $1.8 million at June 30, 2019, consisting of four properties that were collateral for a construction loan.  During the six months ended June 30, 2019, the Company made a total of $168,000 in capital improvements to the properties.  The balance of OREO totaled $1.7 million at December 31, 2018, consisting of the same four properties.  Non-performing assets amounted to $2.4 million, or 0.85% of total assets at June 30, 2019 compared to $2.8 million, or 1.04% of total assets at December 31, 2018.

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Prepaid Expenses and Other Assets.   Prepaid expenses and other assets increased $1.9 million, or 178.5%, due primarily to the adoption of Financial Accounting Standards Board accounting standard ASU 2016-02, Leases (Topic 842) by the Company on January 1, 2019.  This standard requires a lessee to recognize the assets and liabilities that arise from leases on the balance sheet by recognizing a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  The impact of adopting this accounting standard on the Company’s balance sheet was $1.3 million at June 30, 2019.

Deposits .  Total deposits increased $12.6 million, or 5.9%, to $224.5 million at June 30, 2019 from $211.9 million at December 31, 2018. This increase in deposits was primarily attributable to increases of $12.2 million, or 7.3%, in certificates of deposit, $665,000 or 59.4%, in savings accounts, and $65,000, or 0.24%, in money market accounts.  These increases were partially offset by a $196,000, or 1.1%, decrease in non-interest bearing checking accounts and a $119,000, or 62.0%, decrease in passbook accounts.

Federal Home Loan Bank Advances . Short-term Federal Home Loan Bank (FHLB) advances declined from $9.0 million at December 31, 2018 to none at June 30, 2019 as the Company termed-out $9.0 million of advances at varying maturities.  Long-term FHLB borrowings increased $8.0 million, or 53.3%, from $15.0 million at December 31, 2018 to $23.0 million at June 30, 2019, as a result of the $9.0 million term-out of short-term borrowings and the repayment of $1.0 million of a long-term borrowing that matured in June 2019.

Subordinated Debt. On December 27, 2018, the Company issued $8.0 million in subordinated notes. These notes have a maturity date of December 31, 2028, and bear interest at a fixed rate of 6.50%. The Company may, at its option, at any time on an interest payment date on or after December 31, 2023, redeem the notes, in whole or in part, at par plus accrued interest to the date of redemption. The balance of subordinated debt, net of unamortized debt issuance costs, was $7.8 million at June 30, 2019 and December 31, 2018.

Stockholders’ Equity .  Total stockholders’ equity increased $992,000, or 4.2%, to $24.8 million at June 30, 2019 from $23.8 million at December 31, 2018.  Contributing to the increase was net income for the six months ended June 30, 2019 of $1.1 million, the reissuance of treasury stock for exercised stock options of $190,000, common stock earned by participants in the employee stock ownership plan of $90,000, amortization of stock awards and options under our stock compensation plans of $87,000, the reissuance of treasury stock under the Bank’s 401(k) Plan of $21,000, and other comprehensive income, net of $17,000.  These increases were partially offset by dividends paid of $317,000 and by the purchase of treasury stock of $174,000.

Comparison of Operating Results for the Three Months Ended June 30, 2019 and 2018

General.  Net income amounted to $665,000 for the three months ended June 30, 2019, an increase of $130,000, or 24.3%, compared to net income of $535,000 for three months ended June 30, 2018.  The increase in net income on a comparative quarterly basis was primarily the result of an increase in non-interest income of $426,000, an increase in net interest income of $38,000, and a decrease in the provision for loan losses of $18,000, partially offset by an increase in non-interest expense of $246,000 and an increase in the provision for income taxes of $106,000.

Net Interest Income.   Net interest income increased $38,000, or 1.8%, to $2.10 million for the three months ended June 30, 2019 from $2.06 million for the three months ended June 30, 2018.  The increase was driven by a $ 478,000, or 15.9%, increase in interest income, partially offset by a $440,000, or 46.9%, increase in interest expense.

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Interest Income.   Interest income increased $478,000 or 15.9%, to $3.5 million for the three months ended June 30, 2019 from $3.0 million for the three months ended June 30, 2018. primarily due to a $16.2 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of $213.6 million for the three months ended June 30, 2018 to an average balance of $229.8 million for the three months ended June 30, 2019, and had the effect of increasing interest income $217,000.  Also contributing to this increase was a 23 basis point increase in the yield on average loans receivable, net, including loans held for sale, which increased from 5.34% for the three months ended June 30, 2018 to 5.57% for the three months ended June 30, 2019, which had the effect of increasing interest income $134,000.  The increase in interest income was also due to a $5.6 million increase in average cash and cash equivalents due from banks, interest bearing, which increased from an average balance of $17.1 million for the three months ended June 30, 2018 to an average balance of $22.7 million for the three months ended June 30, 2019, and had the effect of increasing interest income $23,000.  Also contributing to this increase was a 58 basis point increase in the yield on average cash and cash equivalents due from banks, interest bearing, which increased from 1.66% for the three months ended June 30, 2018 to 2.24% for the three months ended June 30, 2019, which had the effect of increasing interest income $33,000.  The increase in interest income was also due to a $5.2 million increase in investment in interest-earning time deposits which increased from an average balance of $4.9 million for the three months ended June 30, 2018 to an average balance of $10.2 million for the three months ended June 30, 2019, which had the effect of increasing interest income $24,000.  Also contributing to this increase was a 113 basis point increase in the yield on investment in interest-earning time deposits which increased from 1.79% for the three months ended June 30, 2018 to 2.92% for the three months ended June 30, 2019, which had the effect of increasing interest income $28,000.

Interest Expense.   Interest expense increased $440,000 or 46.9%, to $1.4 million for the three months ended June 30, 2019 from $939,000 for the three months ended June 30, 2018.  The increase in interest expense was primarily attributable to a $24.4 million increase in average certificate of deposit accounts which increased from an average balance of $154.9 million for the three months ended June 30, 2018 to an average balance of $179.3 million for the three months ended June 30, 2019, and had the effect of increasing interest expense $115,000.  Also contributing to this increase was a 41 basis point increase in rate on average certificate of deposit accounts, which increased from 1.90% for the three months ended June 30, 2018 to 2.31% for the three months ended June 30, 2019, and had the effect of increasing interest expense by $186,000.  The increase in interest expense was also due to average subordinated debt of $7.8 million outstanding for the three months ended June 30, 2019, at the applicable interest rate of 6.5%, which had the effect of increasing interest expense by $130,000 compared to none for the three months ended June 30, 2018.  The average interest rate spread decreased from 3.18% for the three months ended June 30, 2018 to 2.82% for the three months ended June 30, 2019 while the net interest margin decreased from 3.37% for the three months ended June 30, 2018 to 3.09% for the three months ended June 30, 2019.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin.  All average balances are based on daily balances.

		Three Months Ended June 30,
		2019												2018
		Average Balance				Interest				Average Yield/ Rate				Average Balance				Interest				Average Yield/ Rate
		(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing		$	22,682			$	127				2.24	%		$	17,070			$	71				1.66	%
Investment in interest-earning time deposits			10,154				74				2.92				4,920				22				1.79
Investment securities available for sale			8,240				56				2.72				7,554				37				1.96
Loans receivable, net (1) (2) (3)			229,786				3,200				5.57				213,555				2,849				5.34
Investment in FHLB stock			1,088				20				7.35				1,246				20				6.42
Total interest-earning assets			271,950				3,477				5.11	%			244,345				2,999				4.91	%
Non-interest-earning assets			12,433												8,812
Total assets		$	284,383											$	253,157
Interest-bearing liabilities:
Passbook accounts		$	77			$	*				*	%		$	329			$	*				*	%
Savings accounts			1,754				1				0.23				1,968				1				0.20
Money market accounts			27,714				55				0.79				31,948				64				0.80
Certificate of deposit accounts			179,265				1,037				2.31				154,925				735				1.90
Total deposits			208,810				1,093				2.09				189,170				800				1.69
FHLB short-term borrowings			2,868				36				5.02				10,000				48				1.92
FHLB long-term borrowings			21,099				120				2.27				18,000				91				2.02
Subordinated debt			7,843				130				6.63				-				-				-
Total interest-bearing liabilities			240,620				1,379				2.29	%			217,170				939				1.73	%
Non-interest-bearing liabilities			19,367												13,299
Total liabilities			259,987												230,469
Stockholders’ Equity			24,396												22,688
Total liabilities and Stockholders’ Equity		$	284,383											$	253,157
Net interest-earning assets		$	31,330											$	27,175
Net interest income; average interest rate spread						$	2,098				2.82	%						$	2,060				3.18	%
Net interest margin (4)											3.09	%											3.37	%
Average interest-earning assets to average     interest-bearing liabilities											113.02	%											112.51	%

_ _______________________

*	Not meaningful.

(1)	Includes loans held for sale.

(2)	Includes non-accrual loans during the respective periods. Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

(3)	Includes tax free municipal leases with an aggregate average balance of $20,000 and an average yield of 3.63% for the three months ended June 30, 2018.  The tax-exempt income from such loans has not been calculated on a tax equivalent basis.

(4)	Equals net interest income divided by average interest-earning assets.

Provision for Loan Losses.   The Company’s provision for loan losses decreased $18,000, or 19.1%, from $94,000 for the three months ended June 30, 2018 to $76,000 for the three months ended June 30, 2019, based on an evaluation of the allowance relative to such factors as volume of the loan portfolio, concentrations of credit risk, prevailing economic conditions, prior loan loss experience and amount of non-performing loans at June 30, 2019.

Non-performing loans amounted to $592,000 or 0.26% of net loans receivable at June 30, 2019, consisting of four loans, two of which are on non-accrual status and two of which are 90 days or more past due and accruing interest. Comparably, non-performing loans amounted to $1.2 million, or 0.54% of net loans receivable at December 31, 2018, consisting of six loans, three of which were on non-accrual status and three of which were 90 days or more past due and accruing interest.  The non-performing loans at June 30, 2019 include two one-to-four family non-owner occupied residential loans, one one-to-four family owner occupied residential loan, and one commercial real estate loan, and all are generally well-collateralized or adequately reserved for.  The allowance for loan losses as a percent of total loans receivable was 0.93% at June 30, 2019 and 0.90% at December 31, 2018.

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                       Non-Interest Income.   Non-interest income increased $426,000 or 41.8%, from $1.0 million for the three months ended June 30, 2018 to $1.4 million for the three months ended June 30, 2019 due primarily to a $282,000, or 48.2%, increase in net gain on loans held for sale, a $108,000, or 49.8%, increase in mortgage banking and title abstract fees, a $34,000 gain on the sale of SBA loans, and an $18,000, or 40.9%, increase in other fees and service charges, and a $3,000, or 2.9%, increase in commissions earned by Quaint Oak Insurance Agency, a wholly owned insurance subsidiary of Quaint Oak Bank.  These increases were partially offset by a $17,000, or 34.0%, decrease in real estate sales commissions, net, and a $2,000, or 9.5%, decrease in income from bank-owned life insurance.

Non-Interest Expense.   Total non-interest expense increased $246,000, or 10.8%, from $2.3 million for the three months ended June 30, 2018 to $2.5 million for the three June 30, 2019 due primarily to a $150,000, or 9.3%, increase in salaries and employee benefits expense, a $73,000, or 50.7%, increase in other expenses, a $28,000, or 19.2%, increase in occupancy and equipment expenses, a $25,000, or 26.9%, increase in data processing expense, a $17,000, or 31.5%, increase in advertising expense, a $16,000, or 40.0%, increase in directors’ fees and expenses, and a $2,000, or 100.0%, increase in other real estate owned expense.  These increases were partially offset by a $34,000, or 73.9%, decrease in FDIC deposit insurance expense and a $31,000, or 25.2%, decrease in professional fees.  The decrease in FDIC deposit insurance assessment was due to a reduction in the Bank’s assessment multiplier.

Provision for Income Tax.  The provision for income tax increased $106,000, or 62.4%, from $170,000 for the three months ended June 30, 2018 to $276,000 for the three months ended June 30, 2019 due primarily to an increase in pre-tax income and an increase in our effective tax rate from 24.1% for the three months ended June 30, 2018 to 29.3% for the three months ended June 30, 2019.  The increase in our effective tax rate was primarily due to a tax deduction taken in the first quarter of 2018 related to the exercise of non-qualified stock options during the three months ended June 30, 2018 .

Comparison of Operating Results for the Six Months Ended June 30, 2019 and 2018

General.  Net income amounted to $1.1 million for the six months ended June 30, 2019, an increase of $255,000, or 31.0%, compared to net income of $823,000 for six months ended June 30, 2018.  The increase in net income was primarily the result of an increase in non-interest income of $526,000, an increase in net interest income of $196,000, and a decrease in the provision for loan losses of $4,000, partially offset by an increase in non-interest expense of $246,000 and an increase in the provision for income taxes of $225,000.

  Net Interest Income.   The $196,000, or 4.9%, increase in net interest income for the six months ended June 30, 2019 over the comparable period in 2018 was driven by a $1.0 million, or 17.9%, increase in interest income, partially offset by an $849,000, or 47.3%, increase in interest expense.

 Interest Income.   Interest income increased $1.0 million, or 17.9%, to $6.9 million for the six months ended June 30, 2019 from $5.8 million for the six months ended June 30, 2018.  The increase in interest income was primarily due to a $15.8 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of $210.7 million for the six months ended June 30, 2018 to an average balance of $226.5 million for the six months ended June 30, 2019, and had the effect of increasing interest income $416,000.  Also contributing to this increase was a 32 basis point increase in the yield on average loans receivable, net, including loans held for sale, which increased from 5.28% for the six months ended June 30, 2018 to 5.60% for the six months ended June 30, 2019, which had the effect of increasing interest income $362,000.  The increase in interest income was also due to an $8.8 million increase in average cash and cash equivalents due from banks, interest bearing, which increased from an average balance of $14.8 million for the six months ended June 30, 2018 to an average balance of $23.6 million for the six months ended June 30, 2019, and had the effect of increasing interest income $73,000.  Also contributing to this increase was a 74 basis point increase in the yield on average cash and cash equivalents due from banks, interest bearing, which increased from 1.64% for the six months ended June 30, 2018 to 2.38% for the six months ended June 30, 2019, which had the effect of increasing interest income $87,000.  The increase in interest income was also due to a $4.2 million increase in investment in interest-earning time deposits which increased from an average balance of $4.9 million for the six months ended June 30, 2018 to an average balance of $9.1 million for the six months ended June 30, 2019, which had the effect of increasing interest income $38,000.  Also contributing to this increase was an 87 basis point increase in the yield on investment in interest-earning time deposits which increased from 1.84% for the six months ended June 30, 2018 to 2.71% for the six months ended June 30, 2019, which had the effect of increasing interest income $40,000.

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Interest Expense.   Interest expense increased $849,000, or 47.3%, to $2.6 million for the six months ended June 30, 2019 from $1.8 million for the six months ended June 30, 2018.  The increase in interest expense was primarily attributable to a $24.1 million increase in average certificate of deposit accounts which increased from an average balance of $151.8 million for the six months ended June 30, 2018 to an average balance of $175.9 million for the six months ended June 30, 2019, and had the effect of increasing interest expense $222,000.  Also contributing to this increase was a 40 basis point increase in rate on average certificate of deposit accounts, which increased from 1.85% for the six months ended June 30, 2018 to 2.25% for the six months ended June 30, 2019, and had the effect of increasing interest expense by $356,000.  The increase in interest expense was also due to average subordinated debt of $7.8 million outstanding for the six months ended June 30, 2019, at the applicable interest rate of 6.5%, which had the effect of increasing interest expense by $259,000 compared to none for the six months ended June 30, 2018.  The average interest rate spread decreased from 3.20% for the six months ended June 30, 2018 to 2.91% for the six months ended June 30, 2019 while the net interest margin decreased from 3.38% for the six months ended June 30, 2018 to 3.16% for the six months ended June 30, 2019.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin.  All average balances are based on daily balances.

		Six Months Ended June 30,
		2019												2018
		Average Balance				Interest				Average Yield/ Rate				Average Balance				Interest				Average Yield/ Rate
		(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing		$	23,621			$	281				2.38	%		$	14,754			$	121				1.64	%
Investment in interest-earning time deposits			9,090				123				2.71				4,903				45				1.84
Investment securities available for sale			7,439				98				2.63				7,681				72				1.87
Loans receivable, net (1) (2) (3)			226,495				6,337				5.60				210,708				5,558				5.28
Investment in FHLB stock			1,087				40				7.36				1,240				38				5.13
Total interest-earning assets			267,732				6,879				5.14	%			239,286				5,834				4.88	%
Non-interest-earning assets			11,913												8,741
Total assets		$	279,645											$	248,027
Interest-bearing liabilities:
Passbook accounts		$	87			$	*				*	%		$	362			$	*				*	%
Savings accounts			1,486				1				0.13				1,986				2				0.20
Money market accounts			27,676				110				0.79				31,509				125				0.79
Certificate of deposit accounts			175,875				1,981				2.25				151,785				1,402				1.85
Total deposits			205,124				2,092				2.04				185,642				1,529				1.65
FHLB short-term borrowings			5,917				94				3.18				10,000				84				1.68
FHLB long-term borrowings			18,066				199				2.20				18,000				182				2.02
Subordinated debt			7,835				259				6.60				-				-				-
Total interest-bearing liabilities			236,942				2,644				2.23	%			213,642				1,795				1.68	%
Non-interest-bearing liabilities			18,527												11,858
Total liabilities			255,469												225,500
Stockholders’ Equity			24,176												22,527
Total liabilities and Stockholders’ Equity		$	279,645											$	248,027
Net interest-earning assets		$	30,790											$	25,644
Net interest income; average interest rate spread						$	4,235				2.91	%						$	4,039				3.20	%
Net interest margin (4)											3.16	%											3.38	%
Average interest-earning assets to average     interest-bearing liabilities											112.99	%											112.00	%

_ ______________________

(1)	Includes loans held for sale.

(2)	Includes non-accrual loans during the respective periods.  Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.

(3)	Includes tax free municipal leases with an aggregate average balance of $27,000 and an average yield of 4.23% for the six months ended June 30, 2018. The tax-exempt income from such loans has not been calculated on a tax equivalent basis.

(4)	Equals net interest income divided by average interest-earning assets.

Provision for Loan Losses.   The Company decreased its provision for loan losses by $4,000, or 2.4%, from $165,000 for the six months ended June 30, 2018 to $161,000 for the six months ended June 30, 2019.  As was the case for the quarter, the decrease was based on an evaluation of the allowance relative to such factors as volume of the loan portfolio, concentrations of credit risk, prevailing economic conditions, prior loan loss experience and amount of non-performing loans.  See additional discussion under “Comparison of Operating Results for the Three Months Ended June 30, 2019 and 2018-Provision for Loan Losses.”

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Non-Interest Income.  Non-interest income increased $526,000, or 29.9%, for the six months ended June 30, 2019 over the comparable period in 2018 primarily due to a $394,000, or 43.5%, increase in net gain on loans held for sale, a $143,000, or 43.7%, increase in mortgage banking and title abstract fees, a $117,000, or 508.7%, increase in gain on the sales of SBA loans, and a $16,000, or 8.8%, increase in insurance commissions.  These increases were partially offset by a $63,000 decrease in the gain on the sales of other real estate owned, a $51,000, or 50.0%, decrease in real estate sales commission, net, a $28,000, or 23.7%, decrease in other fees and service charges, and a $2,000, or 4.9%, decrease in income from bank-owned life insurance.

Non-Interest Expense.   Non-interest expense increased $246,000, or 5.4%, from $4.6 million for the six months ended June 30, 2018 to $4.8 million for the six months ended June 30, 2019 due primarily to a $108,000, or 3.3%, increase in salaries and employee benefits expense, a $59,000, or 18.4%, increase in other expenses, a $38,000, or 12.8%, increase in occupancy and equipment expenses, a $41,000, or 22.9%, increase in data processing expense, a $34,000, or 31.5%, increase in advertising expense, a $19,000, or 20.2%, increase in directors’ fees and expenses, and a $9,000, or 450.0% increase in other real estate owned expense.  These increases were partially offset by a $53,000, or 57.0% decrease in FDIC deposit insurance expense and a $9,000, or 4.9%, decrease in professional fees.  As was the case for the quarter, the decrease in FDIC deposit insurance assessment was due to a reduction in the Bank’s assessment multiplier.

Provision for Income Tax.  The provision for income tax increased $225,000, or 100.0%, from $225,000 for the six months ended June 30, 2018 to $450,000 for the six months ended June 30, 2019 due primarily to an increase in pre-tax income and an increase in our effective tax rate from 21.5% for the six months ended June 30, 2018 to 29.5% for the six months ended June 30, 2019.  The increase in our effective tax rate was primarily due to a tax deduction taken in the first six months of 2018 related to the exercise of non-qualified stock options during the six months ended June 30, 2018.

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Operating Segments

The Company’s operations consist of two reportable operating segments: Banking and Mortgage Banking. Our Banking Segment generates revenues primarily from its lending, deposit gathering and fee business activities. Our Mortgage Banking Segment originates residential mortgage loans which are sold into the secondary market along with the loans’ servicing rights.   Detailed segment information appears in Note 12 in the Notes to Consolidated Financial Statements.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the three months ended June 30, 2019 of $385,000, an $55 ,000, or 12.5%, decrease from the same period in 2018.  This decrease in PTSP was due to an increase in non-interest expense which was partially offset by increases in net interest income and non-interest income and a decrease in the provision for loan losses.  The increase in non-interest expense was due primarily to increases in salaries and employees benefits expense and other expense.  The increase in net interest income was primarily attributable to an increase in interest income, driven by higher average loan balances and yields, partially offset by a higher cost of funds.  The increase in cost of funds was impacted by the interest expense related to $8.0 million in subordinated debt issued in December 2018. The increase in non-interest income, was primarily due to an increase in title abstract fees and the gain on the sale of SBA loans.

Our Mortgage Banking Segment reported a PTSP for the three months ended June 30, 2019 of $556,000, a $291,000, or 109.8%, increase from the same period in 2018.  The increase in PTSP was primarily due to the increase in non-interest income which was driven by an increases in net gain on the sale of loans and processing fees.  This increase was partially offset by an increase in non-interest expense and decrease in net interest income.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the six months ended June 30, 2019 of $910,000, a $39,000, or 4.5%, increase from the same period in 2018.  This increase in PTSP was primarily due to an increase in net interest income which was partially offset by an increase in non-interest expense.  The increase in net interest income was primarily attributable to an increase in interest income, driven by higher average loan balances and yields, partially offset by a higher cost of funds.  As was the case with the quarter the increase in cost of funds was impacted by the interest expense related to $8.0 million in subordinated debt issued in December 2018.  Also as was the case for the quarter, the increase in non-interest expense was due primarily to increases in salaries and employees benefits expense and other expense.

Our Mortgage Banking Segment reported a PTSP for the six months ended June 30, 2019 of $618,000, a $441,000, or 249.2%, increase from the same period in 2018.  The increase in PTSP was primarily due to the increase in non-interest income which was driven by an increases in net gain on the sale of loans and processing fees.  This increase was partially offset by an increase in non-interest expense and decrease in net interest income.

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Liquidity and Capital Resources

The Company’s primary sources of funds are deposits, amortization and prepayment of loans and to a lesser extent, loan sales and other funds provided from operations.  While scheduled principal and interest payments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  The Company sets the interest rates on its deposits to maintain a desired level of total deposits.  In addition, the Company invests excess funds in short-term interest-earning assets that provide additional liquidity.  At June 30, 2019, the Company’s cash and cash equivalents amounted to $16.3 million.  At such date, the Company also had $1.0 million invested in interest-earning time deposits maturing in one year or less.

The Company uses its liquidity to fund existing and future loan commitments, to fund deposit outflows, to invest in other interest-earning assets and to meet operating expenses.  At June 30, 2019, Quaint Oak Bank had outstanding commitments to originate loans of $17.6 million, commitments under unused lines of credit of $16.6 million, and $1.8 million under standby letters of credit.

At June 30, 2019, certificates of deposit scheduled to mature in less than one year totaled $58.3 million.  Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case.

In addition to cash flow from loan payments and prepayments and deposits, the Company has significant borrowing capacity available to fund liquidity needs.  If the Company requires funds beyond its ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Pittsburgh (FHLB), which provide an additional source of funds.  As of June 30, 2019, we had $23.0 million of borrowings from the FHLB and had $137.6 million in borrowing capacity. Under terms of the collateral agreement with the FHLB of Pittsburgh, we pledge residential mortgage loans as well as Quaint Oak Bank’s FHLB stock as collateral for such advances.  In addition, as of June 30, 2019 Quaint Oak Bank had $725,000 in borrowing capacity with the Federal Reserve Bank of Philadelphia.  There were no borrowings under this facility at June 30, 2019.

Our stockholders’ equity amounted to $24.8 million at June 30, 2019, an increase of $992,000, or 4.2%, from $23.8 million at December 31, 2018.  Contributing to the increase was net income for the six months ended June 30, 2019 of $1.1 million, the reissuance of treasury stock for exercised stock options of $190,000, common stock earned by participants in the employee stock ownership plan of $90,000, amortization of stock awards and options under our stock compensation plans of $87,000, the reissuance of treasury stock under the Bank’s 401(k) Plan of $21,000, and other comprehensive income, net of $17,000.  These increases were partially offset by dividends paid of $317,000 and by the purchase of treasury stock of $174,000.  For further discussion of the stock compensation plans, see Note 10 in the Notes to Unaudited Consolidated Financial Statements contained elsewhere herein.

        Quaint Oak Bank is required to maintain regulatory capital sufficient to meet tier 1 leverage, common equity tier 1 capital, tier 1 risk-based and total risk-based capital ratios of at least 4.00%, 4.50%, 6.00%, and 8.00%, respectively.  At June 30, 2019, Quaint Oak Bank exceeded each of its capital requirements with ratios of 10.37%, 14.10%, 14.10% and 15.13%, respectively. As a small savings and loan holding company eligible for exemption, the Company is not currently subject to any regulatory capital requirements.

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Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our 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 and lines of credit.  Our exposure to credit loss from non-performance by the other party to the above-mentioned financial instruments is represented by the contractual amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.  In general, we do not require collateral or other security to support financial instruments with off–balance sheet credit risk.

Commitments.   At June 30, 2019, we had unfunded commitments under lines of credit of $16.6 million, $17.6 million of commitments to originate loans, and $1.8 million under standby letters of credit.  We had no commitments to advance additional amounts pursuant to outstanding lines of credit or undisbursed construction loans.

Impact of Inflation and Changing Prices

The consolidated financial statements and related financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of the Company’s assets and liabilities are monetary in nature.  As a result, interest rates generally have a more significant impact on the Company’s performance than does the effect of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2019.  Based on their evaluation of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the second fiscal quarter of fiscal 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1.

LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)            Not applicable.

(b)            Not applicable.

(c)            Purchases of Equity Securities

The Company’s repurchases of its common stock made during the quarter ended June 30, 2019 including stock-for-stock option exercises of outstanding stock options, are set forth in the table below:

Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans  or Programs				Maximum Number of Shares that May Yet Be Purchased Under  the Plans or Programs (1)
April 1, 2019 – April 30, 2019			-			$	-				-				39,675
May 1, 2019 – May 31, 2019			4,835				12.38				-				39,675
June 1, 2019 – June 30, 2019			-				-				-				39,675
Total			4,835			$	12.38				-				39,675

Notes to this table:

(1)

On December 12, 2018, the Board of Directors of Quaint Oak Bancorp approved its fifth share repurchase program which provides for the repurchase of up to 50,000 shares, or approximately 2.5% of the Company’s then issued and outstanding shares of common stock, and announced the fifth repurchase program on Form 8-K filed on December 13, 2018.  The repurchase program does not have an expiration date.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.

OTHER INFORMATION

Not applicable.

ITEM 6.

EXHIBITS

No.		Description
31.1		Rule 13a-14(d) and 15d-14(d) Certification of the Chief Executive Officer.
31.2		Rule 13a-14(d) and 15d-14(d) Certification of the Chief Financial Officer.
32.0		Section 1350 Certification.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document.

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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.

Date:  August 14, 2019	By:	/s/Robert T. Strong Robert T. Strong President and Chief Executive Officer
Date:  August 14, 2019	By:	/s/John J. Augustine John J. Augustine Executive Vice President and Chief Financial Officer