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QUAINT OAK BANCORP INC - Quarter Report: 2019 June (Form 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)
 
(215) 364-4059
(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.
 
 
 

 
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
 
 
 

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

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

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 thousands)
 
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

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.
4

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.
5

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.
6

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.
 

7

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

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements

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

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.

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

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 SaleLoans 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


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

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

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

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.

Reclassifications 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

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

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
 





16

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


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


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

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

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

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

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

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

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
 
$
51
   
$
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

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

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
%


27

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
 

28

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.  Options will become vested and exercisable over a five year period and are generally exercisable for a period of ten years after the grant date.







29

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.



30

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.
 


31

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
 





32

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
%)






33

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
 

34

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.









35


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.




36

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.





37

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.

38

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.

39

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.




40

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.


41


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.

42

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.






43

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.

44

                     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.

45

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.















46


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.”



47

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.










48

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.







49

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.



50

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.


51

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.

52


ITEM 5.
OTHER INFORMATION

Not applicable.


ITEM 6.
EXHIBITS

No.
 
Description
31.1
 
31.2
 
32.0
 
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.











53

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