UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ~~September~~	June 30, ~~2020~~2021
OR

~~[ ]~~☐

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

For the transition period from

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)		(Zip Code)

(215) 364-4059

~~(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

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

Title of each ~~class~~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 (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.

☒ 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).

☒ 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.

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 ~~November 12, 2020, 1,992,549~~August 10, 2021, 2,004,274 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (Unaudited)	1

Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ (Unaudited)	2

Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ (Unaudited)	3

Consolidated Statements of Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ (Unaudited)	4

Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ (Unaudited)	6

~~Notes to Unaudited Consolidated Financial Statements~~	7

Notes to the Unaudited Consolidated Financial Statements	8

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	39 35

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	54 48

Item 4 - Controls and Procedures	54 48

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings	55 48

Item 1A - Risk Factors	55 48

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	56 50

Item 3 - Defaults Upon Senior Securities	56 50

Item 4 - Mine Safety Disclosures	56 50

Item 5 - Other Information	56 50

Item 6 - Exhibits	56 51

~~SIGNATURES~~
SIGNATURES

ITEM 1. FINANCIAL STATEMENTS

~~ITEM 1. FINANCIAL STATEMENTS~~

Quaint Oak Bancorp, Inc.

Consolidated Balance Sheets (Unaudited)

	At June 30,			At December 31,
	2021			2020
	(In thousands, except share data)
Assets
Due from banks, non-interest-bearing	$	454		$	205
Due from banks, interest-bearing		18,485			33,708
Cash and cash equivalents		18,939			33,913
Investment in interest-earning time deposits		7,979			9,463
Investment securities available for sale		4,581			10,725
Loans held for sale		99,383			53,191
Loans receivable, net of allowance for loan losses (2021 $3,746; 2020 $3,061)		376,339			359,122
Accrued interest receivable		3,358			3,054
Investment in Federal Home Loan Bank stock, at cost		1,578			1,665
Bank-owned life insurance		4,094			4,054
Premises and equipment, net		2,412			2,341
Goodwill		3,107			515
Other intangible, net of accumulated amortization		247			271
Other real estate owned, net		342			286
Prepaid expenses and other assets		4,617			5,475
Total Assets	$	526,976		$	484,075
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing	$	74,010		$	54,202
Interest-bearing		351,519			300,643
Total deposits		425,529			354,845
Federal Home Loan Bank short-term borrowings		10,000			10,000
Federal Home Loan Bank long-term borrowings		24,193			28,193
Federal Reserve Bank long-term borrowings		17,867			48,134
Subordinated debt		7,916			7,899
Other short-term borrowings		1,209			0
Accrued interest payable		392			362
Advances from borrowers for taxes and insurance		2,435			2,486
Accrued expenses and other liabilities		4,234			3,428
Total Liabilities		493,775			455,347
Stockholders’ Equity
Preferred stock – $0.01 par value, 1,000,000 shares authorized; none issued or outstanding		0			0
Common stock – $0.01 par value; 9,000,000 shares authorized; 2,777,250 issued; 2,004,015 and 1,986,528 outstanding at June 30, 2021 and December 31, 2020, respectively		28			28
Additional paid-in capital		15,457			15,282
Treasury stock, at cost: 773,235 and 790,722 shares at June 30, 2021 and December 31, 2020, respectively		(5,022	)		(5,114	)
Unallocated common stock held by Employee Stock Ownership Plan (ESOP)		(17	)		(51	)
Accumulated other comprehensive income		34			118
Retained earnings		20,606			18,465
Total Quaint Oak Bancorp, Inc. Stockholders' Equity		31,086			28,728
Noncontrolling Interest		2,115			0
Total Stockholders' Equity	$	33,201		$	28,728
Total Liabilities and Stockholders’ Equity	$	526,976		$	484,075

At September 30, At December 31,
2020 2020
(In thousands, except share data)
Assets
Due from banks, non-interest-bearing $ 394 $ 541
Due from banks, interest-bearing 9,390 14,014
Cash and cash equivalents 9,784 14,555
Investment in interest-earning time deposits 9,463 10,172
Investment securities available for sale 10,950 7,623
Loans held for sale 30,986 8,928
Loans receivable, net of allowance for loan losses (2020 2,852; 2019 $2,231) 345,060 246,692
Accrued interest receivable 2,787 1,349
Investment in Federal Home Loan Bank stock, at cost 1,465 1,580
Bank-owned life insurance 4,033 3,974
Premises and equipment, net 2,332 2,226
Goodwill 515 515
Other intangible, net of accumulated amortization 283 319
Other real estate owned, net 389 1,824
Prepaid expenses and other assets 4,256 2,783
Total Assets $ 422,303 $ 302,540

Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing $ 36,227 $ 15,775
Interest-bearing 262,816 211,683
Total deposits 299,043 227,458
Federal Home Loan Bank short-term borrowings 4,000 10,000
Federal Home Loan Bank long-term borrowings 29,193 26,271
Federal Reserve Bank long-term borrowings 48,834 -
Subordinated debt 7,890 7,865
Accrued interest payable 454 314
Advances from borrowers for taxes and insurance 1,787 2,780
Accrued expenses and other liabilities 3,245 1,945
Total Liabilities 394,446 276,633

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; 1,997,304 and
1,984,857 outstanding at September 30, 2020 and December 31, 2019, respectively 28 28
Additional paid-in capital 15,198 14,990
   Treasury stock, at cost: 779,946 and 792,393 shares at September 30, 2020 and December 31, 2019, respectively (4,960 ) (4,950 )
   Unallocated common stock held by Employee Stock Ownership Plan (ESOP) (67 ) (118 )
Accumulated other comprehensive income 87 20
Retained earnings 17,571 15,937
Total Stockholders' Equity 27,857 25,907
Total Liabilities and Stockholders’ Equity $ 422,303 $ 302,540

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

~~Consolidated Statements of Income (Unaudited)~~

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
	(In thousands, except for share data)
Interest Income
Interest on loans, including fees	$	5,735		$	3,891		$	10,478		$	7,363
Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock		108			142			254			341
Total Interest Income		5,843			4,033			10,732			7,704

Interest Expense
Interest on deposits		792			1,069			1,668			2,190
Interest on Federal Home Loan Bank short-term borrowings		0			1			6			31
Interest on Federal Home Loan Bank long-term borrowings		129			153			268			300
Interest on Federal Reserve Bank long-term borrowings		29			23			69			23
Interest on subordinated debt		130			130			260			260
Interest on other short-term borrowings		26			0			96			0
Total Interest Expense		1,106			1,376			2,367			2,804
Net Interest Income		4,737			2,657			8,365			4,900
Provision for Loan Losses		448			305			702			420
Net Interest Income after Provision for Loan Losses		4,289			2,352			7,663			4,480

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		522			351			1,053			645
Real estate sales commissions, net		33			30			64			63
Insurance commissions		133			120			240			217
Other fees and services charges		51			(49	)		173			34
Loan servicing income		328			0			551			0
Income from bank-owned life insurance		21			20			40			39
Net gain on loans held for sale		1,335			826			2,550			1,607
Net gain on sales of other real estate owned		0			18			0			18
Gain on the sale of SBA loans		66			52			267			52
Gain on the sale of investment securities available for sale		45			0			362			0
Total Non-Interest Income		2,534			1,368			5,300			2,675

Non-Interest Expense
Salaries and employee benefits		3,439			1,784			6,839			3,763
Directors' fees and expenses		60			52			128			114
Occupancy and equipment		387			218			764			423
Data processing		202			160			407			297
Professional fees		218			113			381			227
FDIC deposit insurance assessment		73			27			124			47
Other real estate owned expenses		3			8			12			22
Advertising		122			75			227			150
Amortization of other intangible		12			12			24			24
Other		319			246			648			455
Total Non-Interest Expense		4,835			2,695			9,554			5,522
Income before Income Taxes	$	1,988		$	1,025		$	3,409		$	1,633
Income Taxes		567			294			991			470
Net Income	$	1,421		$	731		$	2,418		$	1,163
Net Loss Attributable to Noncontrolling Interest	$	(88	)	$	0		$	(121	)	$	0
Net Income Attributable to Quaint Oak Bancorp, Inc.	$	1,509		$	731		$	2,539		$	1,163

Earnings per share - basic	$	0.76		$	0.37		$	1.28		$	0.59
Average shares outstanding - basic		1,991,617			1,978,421			1,985,844			1,971,276
Earnings per share - diluted	$	0.72		$	0.36		$	1.22		$	0.58
Average shares outstanding - diluted		2,091,490			2,003,159			2,078,980			2,011,843

For the Three
Months Ended

For the Nine
Months Ended

September 30,

September 30,

2020

2019

2020

2019

(In thousands, except for share data)
Interest Income
  Interest on loans, including fees $ 4,060 $ 3,325 $ 11,423 $ 9,662
  Interest and dividends on time deposits, investment securities, interest-bearing deposits
     with others, and Federal Home Loan Bank stock
163 213 504 755
Total Interest Income 4,223 3,538 11,927 10,417

Interest Expense
  Interest on deposits 1,032 1,093 3,222 3,185
  Interest on Federal Home Loan Bank short-term borrowings - 7 31 101
  Interest on Federal Home Loan Bank long-term borrowings 152 137 452 336
  Interest on Federal Reserve Bank long-term borrowings 43 - 66 -
  Interest on subordinated debt 130 130 390 389
Total Interest Expense 1,357 1,367 4,161 4,011
Net Interest Income 2,866 2,171 7,766 6,406
Provision for Loan Losses 201 157 621 318
Net Interest Income after Provision for Loan Losses 2,665 2,014 7,145 6,088

Non-Interest Income
  Mortgage banking and title abstract fees 400 349 1,045 819
  Real estate sales commissions, net 68 77 131 128
  Insurance commissions 130 109 347 307
  Other fees and services charges
144 (5 ) 178 85
  Income from bank-owned life insurance 20 21 59 60
  Net gain on loans held for sale 1,209 996 2,816 2,296
  Net loss on sales of other real estate owned (110 ) - (92 ) -
  Gain on the sale of SBA loans
19 98 71 238
Total Non-Interest Income 1,880 1,645 4,555 3,933

Non-Interest Expense
  Salaries and employee benefits 2,145 1,776 5,908 5,173
  Directors' fees and expenses 61 54 175 167
  Occupancy and equipment 251 181 673 515
  Data processing 177 121 474 341
  Professional fees 112 108 339 282
  FDIC deposit insurance assessment 38 - 85 40
  Other real estate owned expenses 11 12 34 23
  Advertising 75 70 224 212
  Amortization of other intangible 12 13 37 37
  Other 259 200 714 579
Total Non-Interest Expense 3,141 2,535 8,663 7,369

Income before Income Taxes 1,404 1,124 3,037 2,652
Income Taxes 396 322 866 772
Net Income $ 1,008 $ 802 $ 2,171 $ 1,880

Earnings per share - basic $ 0.51 $ 0.41 $ 1.10 $ 0.96
Average shares outstanding - basic 1,982,697 1,966,003 1,975,111 1,953,367
Earnings per share - diluted $ 0.50 $ 0.40 $ 1.08 $ 0.94
Average shares outstanding - diluted 2,010,815 2,011,575 2,010,648 1,999,794

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
	(In thousands)
Net Income	$	1,421		$	731		$	2,418		$	1,163

Other Comprehensive Income (Loss):
Unrealized gains (losses) on investment securities available-for-sale		13			13			257			(16	)
Income tax effect		(3	)		0			(55	)		0
Reclassification adjustment for gain on sale of investment securities included in net income		(45	)		0			(362	)		0
Income tax effect		9			(3	)		76			2
Other comprehensive income (loss)		(26	)		10			(84	)		(14	)

Total Comprehensive Income	$	1,395		$	741		$	2,334		$	1,149
Comprehensive Loss Attributable to Noncontrolling Interest	$	(88	)	$	0		$	(121	)	$	0
Comprehensive Income Attributable to Quaint Oak Bancorp, Inc.	$	1,483		$	741		$	2,455		$	1,149

For the Three
Months Ended

For the Nine
Months Ended

September 30,

September 30,

2020

2019

2020

2019

(In thousands)

Net Income $ 1,008 $ 802 $ 2,171 $ 1,880

Other Comprehensive Income:
Unrealized gains on investment securities available-for-sale 102 12 85 34
Income tax effect (21 ) (2 ) (18 ) (7 )
Other comprehensive income 81 10 67 27

Total Comprehensive Income $ 1,089 $ 812 $ 2,238 $ 1,907

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity (Unaudited)

For the Three Months Ended June 30, 2021

												Unallocated
	Common Stock											Common			Accumulated
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Stock Held by Benefit Plans			Other Comprehensive Income			Retained Earnings			Noncontrolling Interest			Total Stockholders’ Equity
				(In thousands, except share data)
BALANCE – MARCH 31, 2021		1,989,483		$	28	$	15,382		$	(5,099	)	$	(33	)	$	60		$	19,316		$	2,203		$	31,857

Common stock allocated by ESOP (3,607 shares)					0		47			0			16			0			0			0			63

Treasury stock purchase		(1,122	)		0		0			(20	)		0			0			0			0			(20	)

Reissuance of treasury stock under 401(k) Plan		733			0		9			4			0			0			0			0			13

Reissuance of treasury stock under stock incentive plan		9,421			0		(58	)		58			0			0			0			0			0

Reissuance of treasury stock for exercised stock options		5,500			0		36			35			0			0			0			0			71

Stock based compensation expense					0		41			0			0			0			0			0			41

Net loss attributable to noncontrolling interest					0		0			0			0			0			0			(88	)		(88	)

Cash dividends declared ($0.11 per share)					0		0			0			0			0			(219	)		0			(219	)

Net income attributable to Quaint Oak Bancorp, Inc.					0		0			0			0			0			1,509			0			1,509

Other comprehensive loss, net					0		0			0			0			(26	)		0			0			(26	)

BALANCE – JUNE 30, 2021		2,004,015		$	28	$	15,457		$	(5,022	)	$	(17	)	$	34		$	20,606		$	2,115		$	33,201

For the Three Months Ended June 30, 2020

												Unallocated
	Common Stock											Common			Accumulated
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Stock Held by Benefit Plans			Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders’ Equity
	(In thousands, except share data)
BALANCE – MARCH 31, 2020		1,986,836		$	28	$	15,088		$	(4,973	)	$	(101	)	$	(4	)	$	16,191		$	26,229

Common stock allocated by ESOP (3,607 shares)					0		22			0			17			0			0			39

Treasury stock purchase		(4,158	)		0		0			(45	)		0			0			0			(45	)

Reissuance of treasury stock under 401(k) Plan		3,515			0		15			21			0			0			0			36

Reissuance of treasury stock under stock incentive plan		9,421			0		(57	)		57			0			0			0			0

Reissuance of treasury stock for exercised stock options		6,000			0		12			37			0			0			0			49

Stock based compensation expense					0		43			0			0			0			0			43

Cash dividends declared ($0.09 per share)					0		0			0			0			0			(179	)		(179	)

Net income					0		0			0			0			0			731			731

Other comprehensive income, net					0		0			0			0			10			0			10

BALANCE – JUNE 30, 2020		2,001,614		$	28	$	15,123		$	(4,903	)	$	(84	)	$	6		$	16,743		$	26,913

For the Three Months Ended September 30, 2020

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 – JUNE 30, 2020 2,001,614 $ 28 $ 15,123 $ (4,903 ) $ (84 ) $ 6 $ 16,743 $ 26,913

Common stock allocated by ESOP (3,607 shares) 23 17 40

Treasury stock purchase (6,231 ) (69 ) (69 )

Reissuance of treasury stock under 401(k) Plan 1,921 9 12 21

Reissuance of treasury stock under stock incentive plan -

Reissuance of treasury stock for exercised stock options -

Stock based compensation expense 43 43

Cash dividends declared ($0.09 per share) (180 ) (180 )

Net income 1,008 1,008

Other comprehensive income, net 81 81

BALANCE – SEPTEMBER 30, 2020 1,997,304 $ 28 $ 15,198 $ (4,960 ) $ (67 ) $ 87 $ 17,571 $ 27,857

For the Three Months Ended September 30, 2019

Unallocated
Common Stock Common Accumulated
Numbr 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 – JUNE 30, 2019 1,996,688 $ 28 $ 14,832 $ (4,793 ) $ (151 ) $ 15 $ 14,897 $ 24,828

Common stock allocated by ESOP (3,607 shares)
30 16 46

Treasury stock purchase (985 ) (12 ) (12 )

Reissuance of treasury stock under 401(k) Plan 786 5 5 10

Stock based compensation expense 43 43

Cash dividends declared ($0.09 per share) (179 ) (179 )

Net income 802 802

Other comprehensive income, net 10 10

BALANCE – SEPTEMBER 30, 2019 1,996,489 $ 28 $ 14,910 $ (4,800 ) $ (135 ) $ 25 $ 15,520 $ 25,548

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity (Unaudited)

For the Six Months Ended June 30, 2021

												Unallocated
	Common Stock											Common			Accumulated
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Stock Held by Benefit Plans			Other Comprehensive Income			Retained Earnings			Noncontrolling Interest			Total Stockholders’ Equity
				(In thousands, except share data)
BALANCE – DECEMBER 31, 2020		1,986,528		$	28	$	15,282		$	(5,114	)	$	(51	)	$	118		$	18,465		$	0		$	28,728

Common stock allocated by ESOP (7,214 shares)					0		88			0			34			0			0			0			122

Treasury stock purchase		(1,398	)		0		0			(25	)		0			0			0			0			(25	)

Reissuance of treasury stock under 401(k) Plan		1,964			0		21			12			0			0			0			0			33

Reissuance of treasury stock under stock incentive plan		9,421			0		(58	)		58			0			0			0			0			0

Reissuance of treasury stock for exercised stock options		7,500			0		40			47			0			0			0			0			87

Stock based compensation expense					0		84			0			0			0			0			0			84

Noncontrolling interest initial contribution					0		0			0			0			0			0			2,236			2,236

Net loss attributable to noncontrolling interest					0		0			0			0			0			0			(121	)		(121	)

Cash dividends declared ($0.20 per share)					0		0			0			0			0			(398	)		0			(398	)

Net income attributable to Quaint Oak Bancorp, Inc.					0		0			0			0			0			2,539			0			2,539

Other comprehensive loss, net					0		0			0			0			(84	)		0			0			(84	)

BALANCE – JUNE 30, 2021		2,004,015		$	28	$	15,457		$	(5,022	)	$	(17	)	$	34		$	20,606		$	2,115		$	33,201

For the Six Months Ended June 30, 2020

												Unallocated
	Common Stock											Common			Accumulated
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Stock Held by Benefit Plans			Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders’ Equity
	(In thousands, except share data)
BALANCE – DECEMBER 31, 2019		1,984,857		$	28	$	14,990		$	(4,950	)	$	(118	)	$	20		$	15,937		$	25,907

Common stock allocated by ESOP (7,214 shares)					0		55			0			34			0			0			89

Treasury stock purchase		(9,530	)		0		0			(112	)		0			0			0			(112	)

Reissuance of treasury stock under 401(k) Plan		4,366			0		23			26			0			0			0			49

Reissuance of treasury stock under stock incentive plan		9,421			0		(57	)		57			0			0			0			0

Reissuance of treasury stock for exercised stock options		12,500			0		25			76			0			0			0			101

Stock based compensation expense					0		87			0			0			0			0			87

Cash dividends declared ($0.18 per share)					0		0			0			0			0			(357	)		(357	)

Net income					0		0			0			0			0			1,163			1,163

Other comprehensive loss, net					0		0			0			0			(14	)		0			(14	)

BALANCE – JUNE 30, 2020		2,001,614		$	28	$	15,123		$	(4,903	)	$	(84	)	$	6		$	16,743		$	26,913

For the Nine Months Ended September 30, 2020

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, 2019 1,984,857 $ 28 $ 14,990 $ (4,950 ) $ (118 ) $ 20 $ 15,937 $ 25,907

Common stock allocated by ESOP (10,821 shares) 78 51 129

Treasury stock purchase (15,761 ) (181 ) (181 )

Reissuance of treasury stock under 401(k) Plan 6,287 31 38 69

Reissuance of treasury stock under stock incentive plan 9,421 (57 ) 57 -

Reissuance of treasury stock for exercised stock options 12,500 26 76 102

Stock based compensation expense 130 130

Cash dividends declared ($0.27 per share) (537 ) (537 )

Net income 2,171 2,171

Other comprehensive income, net 67 67

BALANCE – SEPTEMBER 30, 2020 1,997,304 $ 28 $ 15,198 $ (4,960 ) $ (67 ) $ 87 $ 17,571 $ 27,857

For the Nine Months Ended September 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 – DECEMBER 31, 2018 1,975,947 $ 28 $ 14,683 $ (4,824 ) $ (185 ) $ (2 ) $ 14,136 $ 23,836

Common stock allocated by ESOP (10,821 shares) 86 50 136

Treasury stock purchase (15,146 ) (186 ) (186 )

Reissuance of treasury stock under 401(k) Plan 2,467 16 15 31

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 130 130

Cash dividends declared ($0.25 per share) (496 ) (496 )

Net income 1,880 1,880

Other comprehensive income, net 27 27

BALANCE – SEPTEMBER 30, 2019 1,996,489 $ 28 $ 14,910 $ (4,800 ) $ (135 ) $ 25 $ 15,520 $ 25,548

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

~~Consolidated Statements of Cash Flows (Unaudited)~~

	For the Six Months
	Ended June 30,
	2021			2020
	(In Thousands)
Cash Flows from Operating Activities
Net income	$	2,418		$	1,163
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses		702			420
Depreciation of premises and equipment		148			112
Amortization of operating right-of-use assets		80			28
Amortization of subordinated debt issuance costs		17			17
Amortization of other intangible		24			24
Net amortization of securities premiums		6			5
Accretion of deferred loan fees and costs, net		(2,196	)		(450	)
Stock-based compensation expense		206			176
Gain on the sale of investment securities available for sale		(362	)		0
Net realized gain on the sale of foreclosed real estate		0			(18	)
Net gain on loans held for sale		(2,550	)		(1,607	)
Loans held for sale-originations		(157,831	)		(79,297	)
Loans held for sale-proceeds		125,103			76,846
Gain on the sale of SBA loans		(267	)		(52	)
Increase in the cash surrender value of bank-owned life insurance		(40	)		(39	)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable		(304	)		(1,125	)
Prepaid expenses and other assets		1,493			(588	)
Accrued interest payable		(44	)		(23	)
Accrued expenses and other liabilities		136			772
Net Cash Used in Operating Activities		(33,261	)		(3,636	)
Cash Flows from Investing Activities
Purchase of interest-earning time deposits		(294	)		(499	)
Redemption of interest-earning time deposits		1,778			749
Purchase of investment securities available for sale		0			(3,507	)
Principal repayments on investment securities available for sale		532			511
Proceeds from the sale of investment securities available for sale		5,862			0
Net increase in loans receivable		(17,082	)		(95,215	)
Purchase of Federal Home Loan Bank stock		(473	)		(8	)
Redemption of Federal Home Loan Bank stock		560			243
Proceeds from the sale of foreclosed real estate		0			1,042
Acquisition, net of cash acquired		1,259			0
Capitalized expenditures on other real estate owned		(56	)		(121	)
Purchase of premises and equipment		(182	)		(200	)
Net Cash Used in Investing Activities		(8,096	)		(97,005	)
Cash Flows from Financing Activities
Net increase in demand deposits, money markets, and savings accounts		104,399			52,194
Net (decrease) increase in certificate accounts		(33,715	)		9,432
Decrease in advances from borrowers for taxes and insurance		(51	)		(402	)
Repayments of Federal Home Loan Bank short-term borrowings		(10,000	)		(10,000	)
Proceeds from Federal Home Loan Bank short-term borrowings		10,000			3,922
Repayments of Federal Home Loan Bank long-term borrowings		(4,000	)		(1,000	)
Proceeds from Federal Reserve Bank long-term borrowings		0			52,144
Repayments of Federal Reserve Bank long-term borrowings		(30,267	)		(3,263	)
Repayments of other short-term borrowings		(9,680	)		0
Dividends paid		(398	)		(357	)
Purchase of treasury stock		(25	)		(112	)
Proceeds from the reissuance of treasury stock		33			49
Proceeds from the exercise of stock options		87			101
Net Cash Provided by Financing Activities		26,383			102,708
Net (Decrease) Increase in Cash and Cash Equivalents		(14,974	)		2,067
Cash and Cash Equivalents – Beginning of Year		33,913			14,555
Cash and Cash Equivalents – End of Year	$	18,939		$	16,622

For the Nine Months
Ended September 30,
2020 2019
(In Thousands)
Cash Flows from Operating Activities
Net income
$
2,171

$
1,880

Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses
621

318

Depreciation of premises and equipment
175

149

Amortization of operating right-of-use assets
109

69

Amortization of subordinated debt issuance costs
25

25

Amortization of other intangible
36

37

Net amortization of securities premiums
7

14

Accretion of deferred loan fees and costs, net
(884
)

(313
)
Stock-based compensation expense
259

266

Net realized loss on sale of foreclosed real estate
92

-

Net gain on loans held for sale
(2,816
)

(2,296
)
Loans held for sale-originations
(135,652
)

(97,973
)
Loans held for sale-proceeds
116,410

88,889

Gain on the sale of SBA loans
(71
)

(238
)
Increase in the cash surrender value of bank-owned life insurance
(59
)

(60
)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable
(1,438
)

(255
)
Prepaid expenses and other assets
(970
)

(818
)
Accrued interest payable
140

62

Accrued expenses and other liabilities
669

(449
)
Net Cash Used in Operating Activities
(21,176
)

(10,693
)
Cash Flows from Investing Activities
Purchase of interest-earning time deposits
(1,317
)

(6,849
)
Redemption of interest-earning time deposits
2,026

1,604

Purchase of investment securities available for sale
(4,007
)

(3,319
)
Principal repayments on investment securities available for sale
759

705

Net increase in loans receivable
(98,034
)

(20,248
)
Purchase of Federal Home Loan Bank stock
(168
)

(454
)
Redemption of Federal Home Loan Bank stock
283

40

Proceeds from the sale of foreclosed real estate
1,611

-

Capitalized expenditures on other real estate owned
(268
)

(319
)
Purchase of premises and equipment
(281
)

(212
)
Net Cash Used in Investing Activities
(99,396
)

(29,052
)
Cash Flows from Financing Activities
Net increase in demand deposits, money markets, and savings accounts
55,594

1,191

Net increase in certificate accounts
15,991

9,048

Decrease in advances from borrowers for taxes and insurance
(993
)

(810
)
Proceeds from Federal Home Loan Bank short-term borrowings
4,000

9,000

Repayment of Federal Home Loan Bank short-term borrowings
(10,000
)

(9,000
)
Proceeds from Federal Home Loan Bank long-term borrowings
3,922

12,271

Repayment of Federal Home Loan Bank long-term borrowings
(1,000
)

(2,000
)
Proceeds from Federal Reserve Bank long-term borrowings
52,144

-

Repayment of Federal Reserve Bank long-term borrowings
(3,310
)

-

Dividends paid
(537
)

(496
)
Purchase of treasury stock
(181
)

(186
)
Proceeds from the reissuance of treasury stock
69

31

Proceeds from the exercise of stock options
102

190

Net Cash Provided by Financing Activities
115,801

19,239

Net Decrease in Cash and Cash Equivalents
(4,771
)

(20,506
)
Cash and Cash Equivalents – Beginning of Year
14,555

26,012

Cash and Cash Equivalents – End of Year
$
9,784

$
5,506

Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest
$
4,022

$
3,949

Cash payments for income taxes
$
260

$
739

Initial recognition of operating lease right-of use assets
$
632

$
1,366

Initial recognition of operating lease obligations
$
632

$
1,366

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months
	Ended June 30,
	2021		2020
	(In Thousands)
Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest	$	2,337	$	2,827
Cash payments for income taxes	$	1,620	$	200
Initial recognition of operating lease right-of use assets	$	670	$	632
Initial recognition of operating lease obligations	$	670	$	632

Acquisition of controlling interest in Oakmont Capital Holdings, LLC
Non-cash assets acquired:
Loans held for sale	$	10,914
Premises and equipment		37
Goodwill		2,592
Other assets		24
Total non-cash assets acquired		13,567
Liabilities assumed:
Other short-term borrowings		12,515
Accrued interest payable		74
Total liabilities assumed		12,589
Net non-cash assets acquired	$	978
Cash and cash equivalents acquired	$	4,259

See accompanying notes to the unaudited consolidated financial statements.

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 ~~September~~June 30, ~~2020,~~ 2021, 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 company offers mortgage banking in the Lehigh Valley, Delaware Valley and Philadelphia County ~~region~~regions of Pennsylvania. The real estate and abstract companies offer real estate sales and title abstract services, respectively, primarily in the Lehigh Valley region of Pennsylvania. These companies 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. In February 2020, Quaint Oak Bank opened a full-service retail banking office in Philadelphia, Pennsylvania. As of January 4, 2021, the Bank holds a majority equity position in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with a second significant facility located in Albany, Minnesota. 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)~~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, Montgomery and Philadelphia Counties and the Lehigh Valley area in Pennsylvania. The Bank has three banking locations: the main office location in Southampton, Pennsylvania and regional banking offices in the Lehigh Valley and Philadelphia. The Bank also has a mortgage office in Philadelphia and an insurance agency office in New Britain Township, 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. 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,~~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, ~~2019~~ 2020 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 ~~2019~~2020 Annual Report on Form ~~10-K.~~10-K. The results of operations for the ~~three and nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020.~~

2021.

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.

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~~

Critical Accounting Policies. The Company’s critical accounting policies involving significant judgments 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.

~~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 termspreparation of the ~~loan agreement. Factors considered by management~~consolidated financial statements as of June 30, 2021 have remained unchanged from the disclosures presented 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 shortfallsour Annual Report 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~~Form 10-K, except 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

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

~~Loans Held for Sale~~following:

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

~~Federal Home Loan Bank Stock~~. Federal law requires a member institution of the Federal Home Loan Bank (FHLB) system to hold restricted stock of its district Federal Home Loan Bank according to a predetermined formula. FHLB stock is carried at cost and evaluated for impairment. When evaluating FHLB stock for impairment, its value is determined based on the ultimate recoverability of the par value of the stock. We evaluate our holdings of FHLB stock for impairment each reporting period. No impairment charges were recognized on FHLB stock during the three or nine months ended September 30, 2020 and 2019.

~~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 Signature Insurance Services, LLC~~ 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

Also included in intangible assets is $2.6 million recognized as part of the acquisition of Oakmont Capital Holdings, LLC.

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 September 30, 2020 the Company had one property in other real estate owned (OREO) totaling $389,000. At December 31, 2019, the Company had four properties in OREO totaling $1.8 million. During the nine months ended September 30, 2020, the Company made $268,000 of capital improvements to the properties and sold three properties totaling $1.7 million and realized a net loss of $92,000.

~~Share-Based Compensation.~~ Compensation expense for share-based compensation awards is based on the grant date fair value of the award. Compensation expense for stock options is based on a Black-Scholes model to estimate the fair value. The cost is recognized over the period during which an employee is required to provide service in exchange for the award.

At September 30, 2020, the Company has outstanding equity awards under three share-based plans: the 2008 Stock Option Plan, the 2013 Stock Incentive Plan and the 2018 Stock Incentive Plan. Awards under these plans were made in May 2013 and 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.~~

Recent 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 awards and treasury shares. Stock options and unvested restricted stock awards 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.

~~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.

~~Abstract Title Fees~~: The Bank provides abstract title services through its wholly owned subsidiary, Quaint Oak Abstract, LLC. Fees for these services are recognized as revenue immediately after the completion of the real estate settlement.

~~Real Estate Sales Commissions, Net~~: The Bank provides real estate sales services through its wholly owned subsidiary, Quaint Oak Real Estate, LLC. Commission income is earned for these services and recognized as revenue immediately after the completion of the real estate settlement.

~~Insurance Commissions~~: Insurance income generally consist 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.

~~Recently Adopted Accounting Pronouncements.~~Pronouncements Not Yet Adopted. In ~~August 2018,~~ June 2016, 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update did not have a significant impact on the Company’s financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted.~~ ~~In June~~ 2016 ~~the FASB issued ASU 2016-13,~~ -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~~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.

In November 2019, the FASB issued ASU ~~2019-10,~~ 2019-10,Financial Instruments – Credit Losses (Topic ~~326)~~326), Derivatives and Hedging (Topic ~~815)~~815), and Leases (Topic ~~842)~~842). This Update defers the effective date of ASU ~~2016-13~~2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a ~~one-time~~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~~one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

In January 2017, the FASB issued ASU ~~2017-04,~~ 2017-04,Simplifying the Test for Goodwill ~~Impairment~~.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 unit’s 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. In November 2019, the FASB issued ASU ~~2019-10,~~ 2019-10,Financial ~~Instruments–~~Instruments – Credit Losses (Topic ~~326)~~326), Derivatives and Hedging (Topic ~~815)~~815), and Leases (Topic ~~842)~~842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This update is not expected to have a significant impact on the Company’s financial statements.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

In May 2019, the FASB issued ASU ~~2019-05,~~ 2019-05,Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC ~~825-10.3.~~825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU ~~2016-13.~~2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU ~~2016-13,~~2016-13, the effective dates and transition requirements are the same as those in ASU ~~2016-13.~~2016-13. For entities that have adopted ASU ~~2016-13,~~2016-13, ASU ~~2019-05~~2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU ~~2016-13~~2016-13 has been adopted. In November, 2019, the FASB issued ASU ~~2019-10,~~2019-10, Financial Instruments – Credit Losses (Topic ~~326)~~326), Derivatives and Hedging (Topic ~~815)~~815), and Leases (Topic ~~842)~~842), which deferred the effective date for ASC 944,Financial Services – Insurance, for public business entities that are SEC filers, except for smaller reporting companies, to fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and for all other entities, including smaller reporting companies, to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. This Update is not expected to have a significant impact on the Company’s financial statements.

In December 2019, the FASB issued ASU ~~2019-12,~~ 2019-12,Income Taxes (Topic ~~740)~~740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In ~~January~~March 2020, the FASB issued ASU ~~2020-02,~~ Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020, to add and amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. This did not have a significant impact on the Company’s financial statements.

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

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

~~In March 2020, the FASB issued ASU 2020-03~~, -03,Codification Improvements to Financial ~~Instruments.~~ Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825,Financial Instruments,, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU ~~2019-04~~2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU ~~2016-01.~~2016-01. Amendments related to ASU ~~2016-13~~2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU ~~2016-13.~~2016-13. Early adoption is not permitted before an entity’s adoption of ASU ~~2016-13.~~2016-13. Amendments related to ASU ~~2016-13~~2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

In March 2020, the FASB issued ASU ~~2020-04,~~ 2020-04,Reference Rate Reform (Topic ~~848)~~848):Facilitation of the Effects of Reference Rate Reform on Financial Reporting,March 2020,, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to re-measure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a ~~one-time~~one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In October 2020, the FASB issued ASU 2020-08,Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

In January 2021, the FASB issued ASU 2021-01,Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

Reclassifications. Certain items in the ~~2019~~2020 consolidated financial statements have been reclassified to conform to the presentation in the ~~2020~~2021 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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 awards. Common stock equivalents which are considered antidilutive are not included for the purposes of this calculation. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019,~~2020, all ~~unvested restricted stock program awards and~~ outstanding stock options granted under the 2008 Stock Option Plan, the 2013 Stock Incentive Plan and the ~~2013~~2018 Stock Incentive Plan representing shares were dilutive. For the three and nine months ended September 30, 2020 and 2019, all outstanding stock options awarded in 2013 under the 2013 Stock Incentive Plan representing shares were dilutive. For the three and nine months ended September 30, 2020 and 2019, all outstanding stock options awarded in 2018 under the 2013 and 2018 Stock Incentive Plans representing shares were anti-dilutive.

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,
	2021		2020		2021		2020
Net Income Attributable to Quaint Oak Bancorp, Inc.	$	1,509,000	$	731,000	$	2,539,000	$	1,163,000

Weighted average shares outstanding – basic		1,991,617		1,978,421		1,985,844		1,971,276
Effect of dilutive common stock equivalents		99,874		24,738		93,136		40,567
Adjusted weighted average shares outstanding – diluted		2,091,490		2,003,159		2,078,980		2,011,843

Basic earnings per share	$	0.76	$	0.37	$	1.28	$	0.59
Diluted earnings per share	$	0.72	$	0.36	$	1.22	$	0.58

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2020

2019

2020

2019

Net Income $ 1,008,000 $ 802,000 $ 2,171,000 $ 1,880,000

Weighted average shares outstanding – basic 1,982,697 1,966,003 1,975,111 1,953,367
Effect of dilutive common stock equivalents 28,118 45,572 35,537 46,427
Adjusted weighted average shares outstanding – diluted 2,010,815 2,011,575 2,010,648 1,999,794

Basic earnings per share $ 0.51 $ 0.41 $ 1.10 $ 0.96
Diluted earnings per share $ 0.50 $ 0.40 $ 1.08 $ 0.94

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 (in thousands):

Unrealized Gains (Losses) on Investment Securities Available for
Sale (1)

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2020

2019

2020

2019

Balance at the beginning of the period $ 6 $ 15 $ 20 $ (2 )
Other comprehensive income before classifications 81 10 67 27
Amount reclassified from accumulated other comprehensive income
-

-

-

-

Total other comprehensive income 81 10 67 27
Balance at the end of the period $ 87 $ 25 $ 87 $ 25

~~_________________~~

~~(1)~~

	Unrealized Gains (Losses) on Investment Securities Available for Sale⁽¹⁾
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Balance at the beginning of the period	$	60		$	(4	)	$	118		$	20
Other comprehensive income (loss) before classifications		10			10			202			(14	)
Amount reclassified from accumulated other comprehensive income (loss)		(36	)		0			(286	)		0
Total other comprehensive income (loss)		(26	)		10			(84	)		(14	)
Balance at the end of the period	$	34		$	6		$	34		$	6

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

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive loss for the three months and the six months ended June 30, 2021 and 2020 (in thousands):

Details About Other Comprehensive Loss	Amount Reclassified from Accumulated Other Comprehensive Loss ⁽¹⁾										Affected Line Item in the Statement of Income
	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2021			2020		2021			2020
Unrealized losses on investment securities available for sale	$	45		$	0	$	362		$	0	Loss on sales of investment securities
		(9	)		0		(76	)		0	Income taxes
	$	36		$	0	$	286		$	0

(1)	Amounts in parentheses indicate ~~debits.~~

~~Quaint Oak Bancorp, Inc.~~

debits to net income.

~~Notes to Unaudited Consolidated Financial Statements~~

Note 4– Investment in Interest-Earning Time Deposits

The investment in interest-earning time deposits as of ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019,~~2020, by contractual maturity, are shown below (in thousands):

	June 30, 2021		December 31, 2020
Due in one year or less	$	3,780	$	4,006
Due after one year through five years		4,199		5,457
Total	$	7,979	$	9,463

September 30,
2020

December 31,
2019

Due in one year or less $ 3,712 $ 2,026
Due after one year through five years 5,751 8,146
Total $ 9,463 $ 10,172

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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019~~ 2020 are summarized below (in thousands):

September 30, 2020

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
(Losses)

Fair Value

    Available for Sale:
   Mortgage-backed securities:
      Governmental National Mortgage Association securities $ 5,137 $ 26 $ - $ 5,163
          Federal National Mortgage Association securities 196 4 - 200
             Total mortgage-backed securities 5,333 30 - 5,363
      Debt securities:
          Corporate notes 5,507 82 (2 ) 5,587
             Total available-for-sale-securities $ 10,840 $ 112 $ (2 ) $ 10,950

December 31, 2019

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
(Losses)

Fair Value

    Available for Sale:
   Mortgage-backed securities:
      Governmental National Mortgage Association securities $ 5,841 $ 13 $ (1 ) $ 5,853
          Federal National Mortgage Association securities 258 2 - 260
             Total mortgage-backed securities 6,099 15 (1 ) 6,113
      Debt securities:
          Corporate notes 1,500 10 - 1,510
             Total available-for-sale-securities $ 7,599 $ 25 $ (1 ) $ 7,623

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~Note 5 – Investment Securities Available for Sale (Continued)~~

	June 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities	$	4,369	$	37	$	(1	)	$	4,405
Federal National Mortgage Association securities		169		7		0			176
Total mortgage-backed securities		4,538		44		(1	)		4,581

Total available-for-sale-securities	$	4,538	$	44	$	(1	)	$	4,581

	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities	$	4,887	$	27	$	(1	)	$	4,913
Federal National Mortgage Association securities		183		6		0			189
Total mortgage-backed securities		5,070		33		(1	)		5,102
Debt securities:
Corporate notes		5,506		117		0			5,623
Total available-for-sale-securities	$	10,576	$	150	$	(1	)	$	10,725

The amortized cost and fair value of ~~debt~~mortgage-backed securities at ~~September~~June 30, ~~2020,~~ 2021, 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 five years through ten years $ 5,507 $ 5,587
Due after ten years 5,333 5,363
Total $ 10,840 $ 10,950

	Available for Sale
	Amortized Cost		Fair Value
Due after five years through ten years	$	0	$	0
Due after ten years	$	4,538	$	4,581
Total	$	4,538	$	4,581

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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (in~~2020 (in thousands):

	June 30, 2021
			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
Government National Mortgage Association securities		1	$	624	$	(1	)	$	0	$	0	$	624	$	(1	)

September 30, 2020

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

Corporates 1 $ 505 $ (2 ) $ - $ - $ 505 $ (2 )
Total 1 $ 505 $ (2 ) $ - $ - $ 505 $ (2 )

December 31, 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

Government National Mortgage Association�� securities
4

$
2,295

$
(1
)

$
-

$
-

$
2,295

$
(1
)

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5– Investment Securities Available for Sale (Continued)

	December 31, 2020
			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
Government National Mortgage Association securities		1	$	681	$	(1	)	$	0	$	0	$	681	$	(1	)

At ~~September~~June 30, ~~2020,~~ 2021, there was one security in an unrealized loss position that at such date had an aggregate depreciation of ~~0.37%~~0.16% from the Company’s amortized cost basis. Management believes that the estimated fair value of the security 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 security until the anticipated recovery of fair value occurs. Management does not believe the individual unrealized loss as of ~~September~~June 30, ~~2020~~ 2021 represents an other-than-temporary impairment. There were no0 impairment charges recognized during the three ~~months~~ or ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 or ~~2019.~~

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

2020.

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

The composition of net loans receivable is as ~~follows:~~follows (in thousands):

	June 30, 2021			December 31, 2020
Real estate loans:
One-to-four family residential:
Owner occupied	$	9,526		$	7,528
Non-owner occupied		40,924			38,884
Total one-to-four family residential		50,450			46,412
Multi-family (five or more) residential		23,030			24,043
Commercial real estate		136,883			131,820
Construction		13,548			4,775
Home equity		4,275			3,788
Total real estate loans		228,186			210,838

Commercial business		156,812			154,387
Other consumer		15			17
Total Loans		385,013			365,242

Deferred loan fees and costs		(4,928	)		(3,059	)
Allowance for loan losses		(3,746	)		(3,061	)
Net Loans	$	376,339		$	359,122

September 30,
2020

December 31,
2019

Real estate loans:
One-to-four family residential:
Owner occupied $ 5,385 $ 6,298
Non-owner occupied 40,872 39,897
Total one-to-four family residential 46,257 46,195
Multi-family (five or more) residential 22,814 22,233
Commercial real estate 128,965 119,323
Construction 7,512 12,523
Home equity 4,103 3,726
Total real estate loans 209,651 204,000

Commercial business 141,206 45,745
Other consumer 10 22
Total Loans 350,867 249,767

Deferred loan fees and costs (2,955 ) (844 )
Allowance for loan losses (2,852 ) (2,231 )
Net Loans $ 345,060 $ 246,692

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 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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019~~2020 (in thousands):

September 30, 2020

Pass

Special
Mention

Substandard

Doubtful

Total

One-to-four family residential owner occupied $ 5,214 $ - $ 171 $ - $ 5,385
One-to-four family residential non-owner occupied 40,555 - 317 - 40,872
Multi-family residential 22,814 - - - 22,814
Commercial real estate 127,781 892 292 - 128,965
Construction 7,512 - - - 7,512
Home equity 4,103 - - - 4,103
Commercial business 141,206 - - - 141,206
Other consumer 10 - - - 10
Total $ 349,195 $ 892 $ 780 $ - $ 350,867

December 31, 2019

Pass

Special
Mention

Substandard

Doubtful

Total

One-to-four family residential owner occupied $ 6,126 $ - $ 172 $ - $ 6,298
One-to-four family residential non-owner occupied 39,579 - 318 - 39,897
Multi-family residential 22,233 - - - 22,233
Commercial real estate 118,233 798 292 - 119,323
Construction 12,523 - - - 12,523
Home equity 3,726 - - - 3,726
Commercial business 45,745 - - - 45,745
Other consumer 22 - - - 22
Total $ 248,187 $ 798 $ 782 $ - $ 249,767

	June 30, 2021
	Pass		Special Mention		Substandard		Doubtful		Total
One-to-four family residential owner occupied	$	9,111	$	415	$	0	$	0	$	9,526
One-to-four family residential non-owner occupied		40,621		0		303		0		40,924
Multi-family residential		23,030		0		0		0		23,030
Commercial real estate		134,518		2,365		0		0		136,883
Construction		13,548		0		0		0		13,548
Home equity		4,275		0		0		0		4,275
Commercial business		153,015		3,797		0		0		156,812
Other consumer		15		0		0		0		15
Total	$	378,133	$	6,577	$	303	$	0	$	385,013

	December 31, 2020
	Pass		Special Mention		Substandard		Doubtful		Total
One-to-four family residential owner occupied	$	6,942	$	415	$	171	$	0	$	7,528
One-to-four family residential non-owner occupied		38,567		0		317		0		38,884
Multi-family residential		24,043		0		0		0		24,043
Commercial real estate		129,236		2,292		292		0		131,820
Construction		4,775		0		0		0		4,775
Home equity		3,788		0		0		0		3,788
Commercial business		154,387		0		0		0		154,387
Other consumer		17		0		0		0		17
Total	$	361,755	$	2,707	$	780	$	0	$	365,242

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 ~~September~~June 30, ~~2020~~ 2021 as well as the average recorded investment and related interest income for the period then ended (in thousands):

	June 30, 2021
	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	$	0	$	0	$	-	$	122	$	0
One-to-four family residential non-owner occupied		9		9		-		9		0
Multi-family residential		0		0		-		0		0
Commercial real estate		131		131		-		131		6
Construction		0		0		-		0		0
Home equity		0		0		-		0		0
Commercial business		0		0		-		33		0
Other consumer		0		0		-		0		0
								-
With an allowance recorded:
One-to-four family residential owner occupied	$	0	$	0	$	0	$	0	$	0
One-to-four family residential non-owner occupied		0		0		0		0		0
Multi-family residential		0		0		0		0		0
Commercial real estate		0		0		0		0		0
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0

Total:
One-to-four family residential owner occupied	$	0	$	0	$	0	$	122	$	0
One-to-four family residential non-owner occupied		9		9		0		9		0
Multi-family residential		0		0		0		0		0
Commercial real estate		131		131		0		131		6
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		33		0
Other consumer		0		0		0		0		0
Total	$	140	$	140	$	0	$	295	$	6

September 30, 2020

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 $ 171 $ 178 $ - $ 171 $ -
One-to-four family residential non-owner occupied 19 19 - 19 -
Multi-family residential - - - - -
Commercial real estate 131 131 - 131 9
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 - - - - -
Multi-family residential - - - - -
Commercial real estate - - - - -
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -

Total:
One-to-four family residential owner occupied $ 171 $ 178 $ - $ 171 $ -
One-to-four family residential non-owner occupied 19 19 - 19 -
Multi-family residential - - - - -
Commercial real estate 131 131 - 131 9
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total $ 321 $ 328 $ - $ 321 $ 9

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, ~~2019~~ 2020 as well as the average recorded investment and related interest income for the year then ended (in thousands):

December 31, 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 $ - $ 178 $ -
One-to-four family residential non-owner occupied 19 19 - 225 13
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 - - - - -
Multi-family residential - - - - -
Commercial real estate 132 132 4 133 12
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -

Total:
One-to-four family residential owner occupied $ 172 178 $ - $ 178 $ -
One-to-four family residential non-owner occupied 19 19 - 225 13
Multi-family residential - - - - -
Commercial real estate 132 132 4 133 12
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total $ 323 $ 329 $ 4 $ 536 $ 25

	December 31, 2020
	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	$	171	$	178	$	-	$	171	$	1
One-to-four family residential non-owner occupied		19		19		-		19		3
Multi-family residential		0		0		-		0		0
Commercial real estate		131		131		-		131		1
Construction		0		0		-		0		0
Home equity		0		0		-		0		0
Commercial business		0		0		-		0		0
Other consumer		0		0		-		0		0
								-
With an allowance recorded:
One-to-four family residential owner occupied	$	0	$	0	$	0	$	0	$	0
One-to-four family residential non-owner occupied		0		0		0		0		0
Multi-family residential		0		0		0		0		0
Commercial real estate		0		0		0		0		0
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0

Total:
One-to-four family residential owner occupied	$	171	$	178	$	0	$	171	$	1
One-to-four family residential non-owner occupied		19		19		0		19		3
Multi-family residential		0		0		0		0		0
Commercial real estate		131		131		0		131		1
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0
Total	$	321	$	328	$	0	$	321	$	5

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 ~~September~~June 30, ~~2020,~~ 2021, the Company had two loans totaling ~~$150,000~~$140,000 that were identified as troubled debt restructurings. One of these loans was performing in accordance with its modified terms and one was on ~~non-accrual.~~ non-accrual as of June 30, 2021. During the ~~nine months~~period ended ~~September~~June 30, ~~2020,~~ 2021, no new loans were identified as TDRs. At December 31, ~~2019,~~ 2020, the Company had two loans totaling ~~$151,000~~$150,000 that were identified as troubled debt restructurings. Both of these loans were performing in accordance with their modified terms. 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.

2118

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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (dollar~~2020 (dollar amounts in thousands):

September 30, 2020

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 19 19 - -
Multi-family residential - - - - -
Commercial real estate 1 131 - 131 -
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total 2 $ 150 $ 19 $ 131 $ -

December 31, 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 19 - 19 -
Multi-family residential - - - - -
Commercial real estate 1 132 - 132 4
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total 2 $ 151 $ - $ 151 $ 4

	June 30, 2021
	Number of Contracts		Recorded Investment		Non- Accrual		Accruing		Related Allowance
One-to-four family residential owner occupied		0	$	0	$	0	$	0	$	0
One-to-four family residential non-owner occupied		1		9		9		0		0
Multi-family residential		0		0		0		0		0
Commercial real estate		1		131		0		131		0
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0
Total		2	$	140	$	9	$	131	$	0

	December 31, 2020
	Number of Contracts		Recorded Investment		Non- Accrual		Accruing		Related Allowance
One-to-four family residential owner occupied		0	$	0	$	0	$	0	$	0
One-to-four family residential non-owner occupied		1		19		19		0		0
Multi-family residential		0		0		0		0		0
Commercial real estate		1		131		0		131		0
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0
Total		2	$	150	$	19	$	131	$	0

The contractual aging of the TDRs in the table above as of ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019~~ 2020 is as follows (in thousands):

September 30, 2020

Current

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 - - - 19 19
Multi-family residential - - - - -
Commercial real estate 131 - - - 131
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total $ 131 $ - $ - $ 19 $ 150

	June 30, 2021
	Current		Past Due 30-89 Days		90 Days or More Past Due		Non- Accrual		Total
One-to-four family residential owner occupied	$	0	$	0	$	0	$	0	$	0
One-to-four family residential non-owner occupied		0		0		0		9		9
Multi-family residential		0		0		0		0		0
Commercial real estate		131		0		0		0		131
Construction		0		0		0		0		0
Home equity		0		0		0		0		0
Commercial business		0		0		0		0		0
Other consumer		0		0		0		0		0
Total	$	131	$	0	$	0	$	9	$	140

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

December 31, 2019

Current

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 - 19 - - 19
Multi-family residential - - - - -
Commercial real estate 132 - - - 132
Construction - - - - -
Home equity - - - - -
Commercial business - - - - -
Other consumer - - - - -
Total $ 132 $ 19 $ - $ - $ 151

	December 31, 2020
	Current		Past Due 30-89 Days		90 Days or More Past Due			Non- Accrual		Total
One-to-four family residential owner occupied	$	0	$	0	$	0		$	0	$	0
One-to-four family residential non-owner occupied		0		0		0			19		19
Multi-family residential		0		0		0			0		0
Commercial real estate		131		0		0	��		0		131
Construction		0		0		0			0		0
Home equity		0		0		0			0		0
Commercial business		0		0		0			0		0
Other consumer		0		0		0			0		0
Total	$	131	$	0	$	0		$	19	$	150

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 ~~September~~June 30, ~~2020~~ 2021 there were no0 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.

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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and recorded investment in loans receivable as of ~~September~~June 30, ~~2020 (in~~2021 (in thousands):

September 30, 2020

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 September 30, 2020
Allowance for loan losses:
Beginning balance $ 43 $ 399 $ 204 $ 1,229 $ 114 $ 25 $ 537 $ 100 $ 2,651
Charge-offs - - - - - - - - -
Recoveries - - - - - - - - -
Provision 4 9 47 93 (1 ) 2 (53 ) 100 201
Ending balance $ 47 $ 408 $ 251 $ 1,322 $ 113 $ 27 $ 484 $ 200 $ 2,852

For the Nine Months Ended September 30, 2020
Allowance for loan losses:
Beginning balance $ 52 $ 351 $ 145 $ 854 $ 250 $ 19 $ 500 $ 60 $ 2,231
Charge-offs - - - - - - - - -
Recoveries - - - - - - - - -
Provision (5 ) 57 106 468 (137 ) 8 (16 ) 140 621
Ending balance $ 47 $ 408 $ 251 $ 1,322 $ 113 $ 27 $ 484 $ 200 $ 2,852

Ending balance evaluated for impairment:
Individually $ - $ - $ - $ - $ - $ - $ - $ - $ 3
Collectively $ 47 $ 408 $ 251 $ 1,322 $ 113 $ 27 $ 484 $ 200 $ 2,852

Loans receivable:
Ending balance: $ 5,385 $ 40,872 $ 22,814 $ 128,965 $ 7,512 $ 4,103 $ 141,216 $ 350,867

Ending balance evaluated for impairment:
Individually $ 171 $ 19 $ - $ 131 $ - $ - $ - $ 321
Collectively $ 5,214 $ 40,853 $ 22,814 $ 128,834 $ 7,512 $ 4,103 $ 141,216 $ 350,546

	June 30, 2021
	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, 2021 Allowance for loan losses:
Beginning balance	$	107		$	376		$	232	$	1,379	$	57	$	27		$	887		$	250	$	3,315
Charge-offs		0			0			0		0		0		0			(17	)		0		(17	)
Recoveries		0			0			0		0		0		0			0			0		0
Provision		(35	)		(20	)		10		238		106		(1	)		100			50		448
Ending balance	$	72		$	356		$	242	$	1,617	$	163	$	26		$	970		$	300	$	3,746

For the Six Months Ended June 30, 2021 Allowance for loan losses:
Beginning balance	$	88		$	362		$	229	$	1,287	$	62	$	20		$	763		$	250	$	3,061
Charge-offs		0			0			0		0		0		0			(17	)		0		(17	)
Recoveries		0			0			0		0		0		0			0			0		0
Provision		(16	)		(6	)		13		330		101		6			224			50		702
Ending balance	$	72		$	356		$	242	$	1,617	$	163	$	26		$	970		$	300	$	3,746
Ending balance evaluated for impairment:
Individually	$	0		$	0		$	0	$	0	$	0	$	0		$	0		$	0	$	0
Collectively	$	72		$	356		$	242	$	1,617	$	163	$	26		$	970		$	300	$	3,746

Loans receivable:
Ending balance:	$	9,526		$	40,924		$	23,030	$	136,883	$	13,548	$	4,275		$	156,827			0	$	385,013

Ending balance evaluated for impairment:
Individually	$	0		$	9		$	0	$	131	$	0	$	0		$	0			0	$	140
Collectively	$	9,526		$	40,915		$	23,030	$	136,752	$	13,548	$	4,275		$	156,827			0	$	384,873

The Bank allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~ 2021, due primarily to changes in ~~volume and qualitative~~quantitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the ~~multi-family~~commercial business loan portfolio class for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~ 2021, due primarily to changes in qualitative and quantitative factors in this portfolio class. The Bank allocated ~~decreased~~increased allowance for loan loss provisions to the construction loan portfolio class for the three and six months ended June 30, 2021, due primarily to changes in quantitative factors in this portfolio class. In general, the primary driver of the increase in qualitative factors was the economic trends factor associated with the COVID-19 pandemic.

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, 2020 and recorded investment in loans receivable as of June 30, 2020 (in thousands):

	June 30, 2020
	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, 2020 Allowance for loan losses:
Beginning balance	$	47		$	307	$	217		$	944	$	168		$	26		$	537	$	100	$	2,346
Charge-offs		0			0		0			0		0			0			0		0		0
Recoveries		0			0		0			0		0			0			0		0		0
Provision		(4	)		92		(13	)		285		(54	)		(1	)		0		0		305
Ending balance	$	43		$	399	$	204		$	1,229	$	114		$	25		$	537	$	100	$	2,651

For the Six Months Ended June 30, 2020 Allowance for loan losses:
Beginning balance	$	52		$	351	$	145		$	854	$	250		$	19		$	500	$	60	$	2,231
Charge-offs		0			0		0			0		0			0			0		0		0
Recoveries		0			0		0			0		0			0			0		0		0
Provision		(9	)		48		59			375		(136	)		6			37		40		420
Ending balance	$	43		$	399	$	204		$	1,229	$	114		$	25		$	537	$	100	$	2,651

Ending balance evaluated for impairment:
Individually	$	0		$	0	$	0		$	3	$	0		$	0		$	0	$	0	$	3
Collectively	$	43		$	399	$	204		$	1,226	$	114		$	25		$	537	$	100	$	2,648

The Bank allocated increased allowance for loan loss provisions to the commercial ~~business~~real estate loan portfolio class for the three and six months ended ~~September~~June 30, 2020, due primarily to changes in volume and qualitative factors in this portfolio class. The Bank allocated decreased allowance for loan loss provisions to the construction loan class for the ~~nine~~three and six months ended ~~September~~June 30, 2020, due primarily to a decrease in balances and qualitative factors in this portfolio ~~class.~~classes. The Bank allocated increased allowance for loan loss provisions to the ~~1-4~~1-4 family non-owner occupied loan portfolio class for the ~~nine~~three and six months ended ~~September~~June 30, 2020, due primarily to changes in qualitative factors in this portfolio class. In general, the primary driver of the increase in qualitative factors was the economic trends factor associated with the ~~COVID-19~~COVID-19 pandemic. In this regard, the Bank increased the unallocated component of the allowance for the three and nine months ended September 30, 2020 to cover uncertainties that could affect management’s estimate of probable losses primarily associated with the COVI-19 pandemic.

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 nine months ended September 30, 2019 (in thousands):~~

September 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 September 30, 2019
Allowance for loan losses:
Beginning balance $ 49 $ 437 $ 153 $ 835 $ 180 $ 23 $ 370 $ 79 $ 2,126
Charge-offs - - - - - - - - -
Recoveries - - - - - - - - -
Provision (1 ) (20 ) (3 ) - 89 (3 ) 74 21 157
Ending balance $ 48 $ 417 $ 150 $ 835 $ 269 $ 20 $ 444 $ 100 $ 2,283

For the Nine Months Ended September 30, 2019
Allowance for loan losses:
Beginning balance $ 51 $ 435 $ 156 $ 839 $ 175 $ 21 $ 247 $ 41 $ 1,965
Charge-offs - - - - - - - - -
Recoveries - - - - - - - - -
Provision (3 ) (18 ) (6 ) (4 ) 94 (1 ) 197 59 318
Ending balance $ 48 $ 417 $ 150 $ 835 $ 269 $ 20 $ 444 $ 100 $ 2,283

Ending balance evaluated for impairment:
Individually $ - $ 50 $ - $ 4 $ - $ - $ - $ - $ 54
Collectively $ 48 $ 367 $ 150 $ 831 $ 269 $ 20 $ 444 $ 100 $ 2,229

The Bank allocated increased allowance for loan loss provisions to the construction loan portfolio class and the commercial business portfolio class for the three and nine months ended September 30, 2019, due primarily to increased balances in these portfolio classes. The Bank allocated decreased allowance for loan loss provisions to the 1-4 family non-owner occupied loan portfolio class for the three and nine months ended September 30, 2019, due primarily to a decrease in balances in this portfolio class.

25
~~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, ~~2019 and recorded investment~~ 2020 (in ~~loans receivable based on impairment evaluation as of~~ thousands):

	December 31, 2020
	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	$	52	$	351	$	145	$	854	$	250		$	19	$	500	$	60	$	2,231
Charge-offs		0		0		0		0		0			0		0		0		0
Recoveries		0		0		0		0		0			0		0		0		0
Provision		36		11		84		433		(188	)		1		263		190		830
Ending balance	$	88	$	362	$	229	$	1,287	$	62		$	20	$	763	$	250	$	3,061
Ending balance evaluated for impairment:
Individually	$	0	$	0	$	0	$	0	$	0		$	0	$	0	$	0	$	0
Collectively	$	88	$	362	$	229	$	1,287	$	62		$	20		763	$	250	$	3,061
Loans receivable:
Ending balance	$	7,528	$	38,884	$	24,043	$	131,820	$	4,775		$	3,788	$	154,404		0	$	365,242
Ending balance evaluated for impairment:
Individually	$	171	$	19	$	0	$	131	$	0		$	0	$	0		0	$	321
Collectively	$	7,357	$	38,865	$	24,043	$	131,689	$	4,775		$	3,788	$	154,404		0	$	364,921

The Bank allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the year ended December 31, ~~2019 (in thousands):~~

December 31, 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

Allowance for loan losses:
Beginning balance $ 51 $ 435 $ 156 $ 839 $ 175 $ 21 $ 247 $ 41 $ 1,965
    Charge-offs - (37 ) - - - - - -- (37 )
    Recoveries - - - - - - - -- -
    Provision 1 (47 ) (11 ) 15 75 (2 ) 253 19 303
Ending balance $ 52 $ 351 $ 145 $ 854 $ 250 $ 19 $ 500 $ 60 $ 2,231

Ending balance evaluated for impairment:
    Individually $ - $ - $ - $ 4 $ - $ - $ - $ - $ 4
    Collectively $ 52 $ 351 $ 145 $ 850 $ 250 $ 19 $ 500 $ 60 $ 2,227

Loans receivable:
Ending balance $ 6,298 $ 39,897 $ 22,233 $ 119,323 $ 12,523 $ 3,726 $ 45,767 $ 249,767

Ending balance evaluated for impairment:
    Individually $ 172 $ 19 $ - $ 132 $ - $ - $ - $ 323
   Collectively $ 6,126 $ 39,878 $ 22,233 $ 119,191 $ 12,523 $ 3,726 $ 45,767 $ 249,444

2020, due primarily to changes in volume and qualitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial business loan portfolio class for the ~~construction~~year ended December 31, 2020, due primarily to changes in qualitative and quantitative factors in this portfolio class. The Bank allocated increased allowance for loan ~~portfolio class, and~~loss provisions to the ~~commercial real estate~~multi-family loan portfolio class for the year ended December 31, ~~2019,~~ 2020, due primarily to ~~increased balances~~changes in ~~these~~qualitative factors in this portfolio ~~classes.~~class. The Bank allocated decreased allowance for loan loss provisions to the ~~1-4 family non-owner occupied~~construction loan portfolio class for the year ended December 31, ~~2019,~~ 2020, due primarily to ~~a decrease~~changes in ~~balances~~quantitative and qualitative factors in this portfolio class.

In general, the primary driver of the increase in qualitative factors was the economic trends factor associated with the COVID-19 pandemic. In this regard, the Bank increased the unallocated component of the allowance for the year ended December 31, 2020 to cover uncertainties that could affect management’s estimate of probable losses primarily associated with the COVID-19 pandemic.

The following table presents ~~nonaccrual~~non-accrual loans by classes of the loan portfolio as of ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (in~~2020 (in thousands):

	June 30, 2021		December 31, 2020
One-to-four family residential owner occupied	$	0	$	171
One-to-four family residential non-owner occupied		9		19
Multi-family residential		0		0
Commercial real estate		0		0
Construction		0		0
Home equity		0		0
Commercial business		0		0
Other consumer		0		0
Total	$	9	$	190

September 30,
2020

December 31,
2019

One-to-four family residential owner occupied $ 171 $ 172
One-to-four family residential non-owner occupied 19 -
Multi-family residential - -
Commercial real estate - -
Construction - -
Home equity - -
Commercial business - -
Other consumer - -
Total $ 190 $ 172

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 ~~$1.1 million~~$9,000 and ~~$362,000~~$643,000 at ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019,~~ 2020, 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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 there was no0 interest income recognized on non-accrual loans on a cash basis. Interest income foregone on non-accrual loans was approximately ~~$4,000~~$1,000 for both the three and ~~$10,000 for the three and nine~~six months ended ~~September~~June 30, ~~2020, respectively.~~ 2021. Interest income foregone on non-accrual loans was approximately ~~$18,000~~$3,000 and ~~$27,000~~$5,000 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~ 2020, 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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (in~~2020 (in thousands):

September 30, 2020

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 $ 1,136 $ 171 $ 1,307 $ 4,078 $ 5,385 $ -
One-to-four family residential non-owner occupied 156 19 175 40,697 40,872 -
Multi-family residential 1,723 - 1,723 21,091 22,814 -
Commercial real estate 3,970 892 4,862 124,103 128,965 892
Construction - - - 7,512 7,512 -
Home equity 96 - 96 4,007 4,103 -
Commercial business 145 - 145 141,061 141,206 -
Other consumer - - - 10 10 -
Total $ 7,226 $ 1,082 $ 8,308 $ 342,559 $ 350,867 $ 892

December 31, 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 $ 1,199 $ 172 $ 1,371 $ 4,927 $ 6,298 $ -
One-to-four family residential non-owner occupied 1,069 - 1,069 38,828 39,897 -
Multi-family residential - - - 22,233 22,233 -
Commercial real estate 986 190 1,176 118,147 119,323 190
Construction 1,120 - 1,120 11,403 12,523 -
Home equity - - - 3,726 3,726 -
Commercial business 66 - 66 45,679 45,745 -
Other consumer - - - 22 22 -
Total $ 4,440 $ 362 $ 4,802 $ 244,965 $ 249,767 $ 190

	June 30, 2021
	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	$	400	$	0	$	400	$	9,126	$	9,526	$	0
One-to-four family residential non-owner occupied		260		9		269		40,655		40,924		0
Multi-family residential		1,723		0		1,723		21,307		23,030		0
Commercial real estate		369		0		369		136,514		136,883		0
Construction		399		0		399		13,149		13,548		0
Home equity		0		0		0		4,275		4,275		0
Commercial business		0		0		0		156,812		156,812		0
Other consumer		0		0		0		15		15		0
Total	$	3,151	$	9	$	3,160	$	381,853	$	385,013	$	0

	December 31, 2020
	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	$	822	$	171	$	993	$	6,535	$	7,528	$	0
One-to-four family residential non-owner occupied		189		66		255		38,629		38,884		66
Multi-family residential		1,947		0		1,947		22,096		24,043		0
Commercial real estate		569		387		956		130,864		131,820		387
Construction		1,783		0		1,783		2,992		4,775		0
Home equity		0		0		0		3,788		3,788		0
Commercial business		574		0		574		153,813		154,387		0
Other consumer		0		0		0		17		17		0
Total	$	5,884	$	624	$	6,508	$	358,734	$	365,242	$	453

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 ~~September~~June 30, ~~2020~~ 2021 was ~~$283,000~~$247,000, which is net of accumulated amortization of ~~$202,000.~~$238,000. Amortization expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 amounted to approximately $12,000 and ~~$36,000,~~$24,000, respectively.

On January 4, 2021 Quaint Oak Bank acquired a 51% controlling interest in Oakmont Capital Holdings, LLC, a multi-state equipment finance company. Based on an independent valuation of the assets and liabilities acquired it was determined that $2.6 million in goodwill be recognized as part of the transaction.

Note 8– Deposits

Deposits consist of the following classifications (in thousands):

	June 30, 2021		December 31, 2020
Non-interest bearing checking accounts	$	74,010	$	54,202
Passbook accounts		12		8
Savings accounts		1,767		1,570
Money market accounts		184,028		99,638
Certificates of deposit		165,712		199,427
Total deposits	$	425,529	$	354,845

September 30,
2020

December 31,
2019

Non-interest bearing checking accounts $ 36,227 $ 15,775
Passbook accounts 7 5
Savings accounts 1,736 1,722
Money market accounts 60,630 25,504
Certificates of deposit 200,443 184,452
Total deposits $ 299,043 $ 227,458

Note 9– Borrowings

Federal Home Loan Bank advances consist of the following at ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (in~~2020 (in thousands):

	June 30, 2021					December 31, 2020
	Amount		Weighted Interest Rate			Amount		Weighted Interest Rate
Short-term borrowings	$	10,000		0.33	%	$	10,000		0.41	%

Fixed rate borrowings maturing:
2021		1,000		2.21			5,000		2.20
2022		7,171		2.10			7,171		2.10
2023		7,000		2.16			7,000		2.16
2024		6,167		2.05			6,167		2.05
2025		2,855		1.25			2,855		1.25
Total FHLB long-term debt	$	24,193		2.01	%	$	28,193		2.03	%

September 30, 2020
December 31, 2019

Weighted
Weighted

Interest Interest

Amount Rate Amount
Rate
Short-term borrowings $ 4,000 0.39 % $ 10,000 1.81 %

Fixed rate borrowings maturing:
2020 1,000 2.15 2,000 2.00
2021 5,000 2.20 5,000 2.20
2022 7,171 2.10 7,171 2.10
2023 7,000 2.16 7,000 2.16
2024 6,167 2.05 5,100 2.28
2025 2,855 1.25 - -
Total FHLB long-term debt $ 29,193 2.04 % $ 26,271 2.16 %

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 9– Borrowings (Continued)

Federal Reserve Bank long-term borrowings ~~increased~~decreased $30.3 million, or 62.9%, to ~~$48.8~~$17.9 million at June 30, 2021 from ~~zero~~$48.1 million at December 31, ~~2019~~ 2020 as the Company ~~borrowed this amount to fund~~paid off PPP loans pledged as collateral under the ~~Federal Reserve’s~~FRB’s Paycheck Protection Program Liquidity Facility (PPPLF). The Company did not utilize the FRB’s PPPLF to fund second round PPP loans. Under the PPPLF the Company pledged certain PPP loans as collateral and borrowed from the Federal Reserve at a rate of 0.35% that is fixed for two years.

Other short-term borrowings of $1.2 million represents outstanding balances on two lines of credit that Oakmont Capital Holdings, LLC has with a credit union which are used to fund equipment loans. Borrowing capacity on the two lines of credit total $11.0 million at June 30, 2021.

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 pursuant to the terms of the original note. The loan is secured by the unallocated shares of common stock held by the ESOP. As of ~~September~~June 30, ~~2020~~ 2021, there ~~were three~~was one quarterly ~~payments~~payment remaining on the 2007 loan.

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 ~~nine~~six months ended ~~September~~June 30, ~~2020,~~ 2021, the Company recognized ~~$40,000~~$63,000 and ~~$129,000~~$122,000 of ESOP expense, respectively. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~ 2020, the Company recognized ~~$46,000~~$37,000 and ~~$136,000~~$89,000 of ESOP expense, respectively.

Stock Incentive Plans

- Share Awards

In May 2013, the shareholders of Quaint Oak Bancorp approved the adoption of the 2013 Stock Incentive Plan (the ~~“2013~~“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~~“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 ~~September~~June 30, ~~2020~~ 2021 a total of ~~28,266~~18,845 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 1,200 share awards under the 2013 Stock Incentive Plan. The 2013 and 2018 Stock Incentive Plan share awards have vesting periods of five years.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10– Stock Compensation Plans (Continued)

Stock Incentive Plans–Share Awards (Continued)

A summary of the status of the share awards under the 2013 and 2018 Stock Incentive Plans as of ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 is as follows:

September 30, 2020

September 30, 2019

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 38,887 $ 13.30 48,608 $ 13.30
Granted - - - -
Vested (9,421 ) 13.30 (9,721 ) 13.30
Forfeited (1,200 ) 13.30 - -
Unvested at the end of the period 28,266 $ 13.30 38,887 $ 13.30

	June 30, 2021					June 30, 2020
	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		28,266		$	13.30		38,887		$	13.30
Granted		0			0		0			0
Vested		(9,421	)		13.30		(9,421	)		13.30
Forfeited		0			0		(1,200	)		13.30
Unvested at the end of the period		18,845		$	13.30		28,266		$	13.30

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 ~~both~~ the three months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019,~~2020, the Company recognized approximately $30,000 and $32,000 of compensation ~~expense.~~expense, respectively. During the six months ended June 30, 2021 and 2020, the Company recognized approximately $62,000 and $65,000 of compensation expense, respectively. A tax benefit of approximately ~~$7,000 was recognized during both the three months ended September 30, 2020~~$13,000 and ~~2019. During both the nine months ended September 30, 2020 and 2019, the Company recognized approximately $97,000 of compensation expense. A tax benefit of approximately $20,000~~$14,000 was recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019.~~2020, respectively. As of ~~September~~June 30, ~~2020,~~ 2021, approximately ~~$340,000~~$245,000 in additional compensation expense will be recognized over the remaining service period of approximately ~~2.6~~1.9 years.

Stock Option and Stock Incentive Plans

– Stock Options

In May 2008, the shareholders of Quaint Oak Bancorp approved the adoption of the 2008 Stock Option Plan (the “Option 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 10 year terms. ~~In May 2013,~~As described above under “Stock Incentive Plans – Share Awards”, 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%,~~ 146,250 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%,~~ 116,250 may be ~~restricted stock awards, for a balance of 116,250~~ stock options assuming all the restricted shares are awarded.

All incentive stock options issued under the Option Plan and the 2013 and 2018 Stock Incentive Plans are intended to comply with the requirements of Section 422 of the Internal Revenue Code. 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~Note 10 – Stock Compensation Plans (Continued)~~

~~Stock Option and Stock Incentive Plans~~ ~~(Continued)~~

As of ~~September~~June 30, ~~2020,~~ 2021, a total of ~~240,636~~233,136 grants of stock options were outstanding under the Option Plan and 2013 and 2018 Stock Incentive Plans and 37,250 stock options were available for future grant under the 2018 Stock Incentive Plan, 3,200 stock options under the 2013 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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10– Stock Compensation Plans (Continued)

Stock Option and Stock Incentive Plans – Stock Options (Continued)

A summary of option activity under the Company’s Option Plan and 2013 and 2018 Stock Incentive Plans as of ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019~~2020 is as follows:

2020
2019

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 period 256,336 $ 10.87 6.0 279,836 $ 10.64 6.8
Granted - - - - - -
Exercised (12,500 ) 8.10 - (23,500 ) 8.10 -
Forfeited (3,200 ) 8.10 - - - -
Outstanding at end of period 240,636 $ 10.94 5.5 256,336 $ 10.87 6.3
Exercisable at end of period 161,054 $ 9.84 5.0 147,027 $ 9.07 3.6

	2021							2020
	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 period		240,636		$	10.98		5.2		256,336		$	10.87		6.0
Granted		0			0		-		0			0		-
Exercised		(7,500	)		11.57		-		(12,500	)		8.10		-
Forfeited		0			0		-		(3,200	)		8.10		-
Outstanding at end of period		233,136		$	10.96		4.7		240,636		$	10.94		5.7
Exercisable at end of period		180,081		$	10.28		5.6		161,054		$	9.84		5.0

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%~~	2.11	%
Risk-free interest rate	~~2.96%~~	2.96	%
Expected life of options (in years)		6.5 ~~years~~
Expected stock-price volatility	~~12.42%~~	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 both the three months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019,~~2020, approximately $11,000 in compensation expense on stock options was recognized. A tax benefit of approximately $1,000, was recognized during each of these periods. During both the ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 and ~~2019,~~2020, approximately ~~$33,000~~$22,000 of compensation expense on stock options was recognized. A tax benefit of ~~$2,000~~approximately $1,000, was recognized during each of these periods. As of ~~September~~June 30, ~~2020,~~ 2021, approximately ~~$116,000~~$83,000 in additional compensation expense will be recognized over the remaining service period of approximately ~~2.6~~1.9 years.

~~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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

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.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 19 of the Company’s ~~2019~~2020 Form ~~10-K,~~10-K, as 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~~using matrix pricing (Level 2)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.

~~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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

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 ~~September~~June 30, ~~2020 (in~~2021 (in thousands):

September 30, 2020

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:
     Governmental National Mortgage Association mortgage-backed securities $ 5,163 $ - $ 5,163 $ -
     Federal National Mortgage Association mortgage-backed securities
200

-

200

-

     Corporate notes 5,587 - 5,587 -
            Total investment securities available for sale $ 10,950 $ - $ 10,950 $ -
Total recurring fair value measurements $ 10,950 $ - $ 10,950 $ -

Nonrecurring fair value measurements
Impaired loans
$ 321 $ - $ - $ 321
  Other Real Estate Owned 389 - - 389
Total nonrecurring fair value measurements $ 710 $ - $ - $ 710

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

	June 30, 2021
	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:
Government National Mortgage Association mortgage-backed securities	$	4,405	$	0	$	4,405	$	0
Federal National Mortgage Association mortgage- backed securities		176		0		176		0
Total investment securities available for sale	$	4,581	$	0	$	4,581	$	0
Total recurring fair value measurements	$	4,581	$	0	$	4,581	$	0

Nonrecurring fair value measurements
Impaired loans	$	140	$	0	$	0	$	140
Other Real Estate Owned		342		0		0		342
Total nonrecurring fair value measurements	$	482	$	0	$	0	$	482

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, ~~2019 (in~~2020 (in thousands):

	December 31, 2020
	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
Government National Mortgage Association mortgage-backed securities	$	4,913	$	0	$	4,913	$	0
Federal National Mortgage Association mortgage- backed securities		189		0		189		0
Corporate notes		5,623		0		5,623		0
Total investment securities available for sale	$	10,725	$	0	$	10,725	$	0
Total recurring fair value measurements	$	10,725	$	0	$	10,725	$	0

Nonrecurring fair value measurements
Impaired loans	$	321	$	0	$	0	$	321
Other Real Estate Owned		286		0		0		286
Total nonrecurring fair value measurements	$	607	$	0	$	0	$	607

December 31, 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
   Governmental National Mortgage Association mortgage-backed securities $ 5,853 $ - $ 5,853 $ -
   Federal National Mortgage Association mortgage-backed securities 260 - 260 -
   Corporate notes 1,510 - 1,510 -
            Total investment securities available for sale $ 7,623 $ - $ 7,623 $ -
Total recurring fair value measurements $ 7,623 $ - $ 7,623 $ -

Nonrecurring fair value measurements
   Impaired loans $ 319 $ - $ - $ 319
  Other Real Estate Owned 1,824 - - 1,824
Total nonrecurring fair value measurements $ 2,143 $ - $ - $ 2,143

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019 (in~~2020 (in thousands):

June 30, 2021

Quantitative Information About Level 3 Fair Value Measurements

Total Fair

Value

Valuation

Techniques

Unobservable

Input

Range (Weighted

Average)

Impaired loans

140

Appraisal of collateral (1)

Appraisal adjustments (2)

8% (8

Other real estate owned

342

Appraisal of collateral (1)

Appraisal adjustments (2)

0% - 12% (12

December 31, 2020

Quantitative Information About Level 3 Fair Value Measurements

Total Fair

Value

Valuation

Techniques

Unobservable

Input

Range (Weighted

Average)

Impaired loans

321

Appraisal of collateral (1)

Appraisal adjustments (2)

8% (8

Other real estate owned

286

Appraisal of collateral (1)

Appraisal adjustments (2)

0% - 12% (12

	(1)	~~September 30, 2020~~
		~~Quantitative Information About Level 3 Fair Value Measurements~~
		~~Total Fair~~ ~~Value~~		~~Valuation~~ ~~Techniques~~	~~Unobservable~~ ~~Input~~	~~Range (Weighted~~ ~~Average)~~
~~Impaired loans~~		$	~~321~~	~~Appraisal of~~ ~~collateral (1)~~	~~Appraisal~~ ~~adjustments (2)~~		~~0%-0% (0~~	%)

~~Other real estate owned~~		$	~~389~~	~~Appraisal of~~ ~~collateral (1)~~	~~Appraisal~~ ~~adjustments (2)~~		~~0%-12% (12~~	%)

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

	~~December 31, 2019~~
	~~Quantitative Information About Level 3 Fair Value Measurements~~
	~~Total Fair~~ ~~Value~~		~~Valuation~~ ~~Techniques~~	~~Unobservable~~ ~~Input~~	~~Range (Weighted~~ ~~Average)~~
~~Impaired loans~~	$	~~319~~	~~Appraisal of~~ ~~collateral~~ ~~(1)~~	~~Appraisal~~ ~~adjustments~~ ~~(2)~~		~~0%-3% (1~~	%)

~~Other real estate owned~~	$	~~1,824~~	~~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)~~

(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 ~~September~~June 30, ~~2020~~ 2021 and December 31, ~~2019~~2020 (in thousands):

Fair Value Measurements at

September 30, 2020

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
$
9,463

$
9,781

$
-

$
-

$
9,781

Loans held for sale
30,986

31,957

-

31,957

-

Loans receivable, net
345,060

349,758

-

-

349,758

Financial Liabilities
Deposits
299,043

302,985

98,600

-

204,385

FHLB long-term borrowings
29,193

29,291

-

-

29,291

FRB long-term borrowings
48,834

48,823

-

-

48,823

Subordinated debt
7,890

8,014

-

-

8,014

Fair Value Measurements at

December 31, 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
$
10,172

$
10,536

$
--

$
--

$
10,536

Loans held for sale
8,928

9,205

--

9,205

--

Loans receivable, net
246,692

250,550

--

--

250,550

Financial Liabilities
Deposits
227,458

230,521

43,006

--

187,515

FHLB long-term borrowings
26,271

26,292

--

--

26,292

Subordinated debt
7,865

8,146

--

--

8,146

					Fair Value Measurements at
					June 30, 2021
	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	$	7,979	$	8,240	$	0	$	0	$	8,240
Loans held for sale		99,383		101,832		0		101,832		0
Loans receivable, net		376,339		381,304		0		0		381,304

Financial Liabilities
Deposits		425,529		427,859		259,818		0		168,041
FHLB long-term borrowings		24,193		24,246		0		0		24,246
FRB long-term borrowings		17,867		17,864		0		0		17,864
Subordinated debt		7,916		8,384		0		0		8,384

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

					Fair Value Measurements at
					December 31, 2020
	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	$	9,463	$	9,842	$	0	$	0	$	9,842
Loans held for sale		53,191		62,396		0		62,396		0
Loans receivable, net		356,122		363,527		0		0		363,527

Financial Liabilities
Deposits		354,845		358,112		155,417		0		202,695
FHLB long-term borrowings		28,193		28,284		0		0		28,284
FRB long-term borrowings		48,134		48,126		0		0		48,126
Subordinated debt		7,899		8,283		0		0		8,283

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~~2 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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 12– Operating Segments (Continued)

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

As of or for the Three Months Ended September 30,

2020

2019

Quaint
Oak
Bank(1)

Quaint
Oak
Mortgage
Consolidated
Quaint
Oak
Bank(1)

Quaint
Oak
Mortgage
Consolidated
Net Interest Income $ 2,948 $ (82 ) $ 2,866 $ 2,225 $ (54 ) $ 2,171
Provision for Loan Losses 201 - 201 157 - 157
Net Interest Income after Provision for Loan Losses 2,747 (82 ) 2,665 2,068 (54 ) 2,014
��
Non-Interest Income
Mortgage banking and title abstract fees 250 150 400 181 168 349
Real estate sales commissions, net 68 - 68 77 - 77
Insurance commissions 130 - 130 109 - 109
Other fees and services charges 144 - 144 (5 ) - (5 )
Income from bank-owned life insurance 20 - 20 21 - 21
Net gain on loans held for sale - 1,209 1,209 - 996 996
Net gain on sale of other real estate owned (110 ) - (110 ) - - -
Gain on the sale of SBA loans 19 - 19 98 - 98
Total Non-Interest Income 521 1,359 1,880 481 1,164 1,645

Non-Interest Expense
Salaries and employee benefits 1,761 384 2,145 1,485 291 1,776
Directors’ fees and expenses 61 - 61 54 - 54
Occupancy and equipment 175 76 251 126 55 181
Data processing 119 58 177 92 29 121
Professional fees 95 17 112 96 12 108
FDIC deposit insurance assessment 38 - 38 - - -
Other real estate owned expenses 11 - 11 12 - 12
Advertising 61 14 75 60 10 70
Amortization of other intangible 12 - 12 13 - 13
Other 248 11 259 185 15 200
Total Non-Interest Expense 2,581 560 3,141 2,123 412 2,535

Pretax Segment Profit $ 687 $ 717 $ 1,404 $ 426 $ 698 $ 1,124

Segment Assets $ 382,939 $ 39,364 $ 422,303 $ 270,502 $ 23,318 $ 293,820

	As of or for the Three Months Ended June 30,
	2021							2020
	Quaint Oak Bank(1)		Quaint Oak Mortgage			Consolidated		Quaint Oak Bank(1)			Quaint Oak Mortgage			Consolidated
Net Interest Income (Loss)	$	4,799	$	(62	)	$	4,737	$	2,697		$	(40	)	$	2,657
Provision for Loan Losses		448		0			448		305			0			305
Net Interest Income after Provision for Loan Losses		4,351		(62	)		4,289		2,392			(40	)		2,352

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		402		120			522		208			143			351
Real estate sales commissions, net		33		0			33		30			0			30
Insurance commissions		133		0			133		120			0			120
Other fees and services charges		51		0			51		(49	)		0			(49	)
Loan servicing income		328		0			328		0			0			0
Income from bank-owned life insurance		21		0			21		20			0			20
Net gain on loans held for sale		421		914			1,335		0			826			826
Gain on sale of investment securities available for sale		45		0			45		0			0			0
Net gain on sale of other real estate owned		0		0			0		18			0			18
Gain on the sale of SBA loans		66		0			66		52			0			52
Total Non-Interest Income		1,500		1,034			2,534		399			969			1,368

Non-Interest Expense
Salaries and employee benefits		2,935		504			3,439		1,465			319			1,784
Directors’ fees and expenses		60		0			60		52			0			52
Occupancy and equipment		312		75			387		152			66			218
Data processing		127		75			202		118			42			160
Professional fees		200		18			218		95			18			113
FDIC deposit insurance assessment		73		0			73		27			0			27
Other real estate owned expenses		3		0			3		8			0			8
Advertising		109		13			122		62			13			75
Amortization of other intangible		12		0			12		12			0			12
Other		294		25			319		229			17			246
Total Non-Interest Expense		4,125		710			4,835		2,220			475			2,695

Pretax Segment Profit	$	1,726	$	262		$	1,988	$	571		$	454		$	1,025

Segment Assets	$	486,776	$	40,200		$	526,976	$	387,350		$	20,621		$	407,971

~~(1)~~

(1)

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

Oakmont Capital Holdings, LLC.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 12– Operating Segments (Continued)

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

As of or for the Nine Months Ended September 30,

2020
2019

Quaint
Oak
Bank(1)

Quaint
Oak
Mortgage
Consolidated
Quaint
Oak
Bank(1)

Quaint
Oak
Mortgage
Consolidated
Net Interest Income      $7,935       $(169)      $7,766      $6,504       $(98)      $6,406
Provision for Loan Losses
        621

      -

      621
        318

      -

      318
Net Interest Income after Provision for Loan Losses
     7,314

       (169)

       7,145
     6,186

        (98)

       6,088

Non-Interest Income
Mortgage banking and title abstract fees          602         443        1,045          442         377           819
Real estate sales commissions, net          131             -           131          128             -           128
Insurance commissions          347             -           347          307             -           307
Other fees and services charges          178             -           178            85             -             85
Income from bank-owned life insurance            59             -             59            60             -             60
Net gain on loans held for sale              -      2,816        2,816              -       2,296        2,296
Net gain on sale of other real estate owned          (92)             -           (92) -              -           -
Gain on sale of SBA loans            71         -           71 238          - 238
Total Non-Interest Income       1,296      3,259        4,555       1,260       2,673        3,933

Non-Interest Expense
Salaries and employee benefits       4,894      1,014        5,908       4,272          901        5,173
Directors’ fees and expenses          175             -           175          167              -           167
Occupancy and equipment          461         212           673          354          161           515
Data processing          345         129           474          253            88           341
Professional fees          287           52           339          244            38           282
FDIC deposit insurance assessment            85             -             85            40              -             40
Other real estate owned expenses            34             -             34            23              -             23
Advertising          183           41           224          182            30           212
Amortization of other intangible            37             -             37            37              -             37
Other          672           42           714          538          41           579
Total Non-Interest Expense       7,173       1,490        8,663       6,110       1,259        7,369

Pretax Segment Profit     $1,437     $1,600      $3,037     $1,336     $1,316      $2,652

Segment Assets $382,939 $39,364 $422,303 $270,502 $23,318 $293,820

	As of or for the Six Months Ended June 30,
	2021							2020
	Quaint Oak Bank(1)		Quaint Oak Mortgage			Consolidated		Quaint Oak Bank(1)		Quaint Oak Mortgage			Consolidated
Net Interest Income (Loss)	$	8,541	$	(176	)	$	8,365	$	4,987	$	(87	)	$	4,900
Provision for Loan Losses		702		0			702		420		0			420
Net Interest Income after Provision for Loan Losses		7,839		(176	)		7,663		4,567		(87	)		4,480

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		838		215			1,053		352		293			645
Real estate sales commissions, net		64		0			64		63		0			63
Insurance commissions		240		0			240		217		0			217
Other fees and services charges		173		0			173		34		0			34
Loan servicing income		551		0			551		0		0			0
Income from bank-owned life insurance		40		0			40		39		0			39
Net gain on loans held for sale		1,045		1,505			2,550		0		1,607			1,607
Gain on sale of investment securities available for sale		362		0			362		0		0			0
Net gain on sale of other real estate owned		0		0			0		18		0			18
Gain on the sale of SBA loans		267		0			267		52		0			52
Total Non-Interest Income		3,580		1,720			5,300		775		1,900			2,675

Non-Interest Expense
Salaries and employee benefits		5,863		976			6,839		3,133		630			3,763
Directors’ fees and expenses		128		0			128		114		0			114
Occupancy and equipment		610		154			764		287		136			423
Data processing		257		150			407		226		71			297
Professional fees		346		35			381		192		35			227
FDIC deposit insurance assessment		124		0			124		47		0			47
Other real estate owned expenses		12		0			12		22		0			22
Advertising		200		27			227		123		27			150
Amortization of other intangible		24		0			24		24		0			24
Other		603		45			648		424		31			455
Total Non-Interest Expense		8,167		1,387			9,554		4,592		930			5,522

Pretax Segment Profit	$	3,252	$	157		$	3,409	$	750	$	883		$	1,633

Segment Assets	$	486,776	$	40,200		$	526,976	$	387,350	$	20,621		$	407,971

~~(1)~~

(1)

Includes Quaint Oak Bancorp, Inc. and the Bank’s ~~Subsidiaries,~~subsidiaries, Quaint Oak Real Estate, Quaint Oak Abstract, Quaint Oak Insurance Agency, QOB Properties, and ~~QOB Properties.~~Oakmont Capital Holdings, LLC.

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

Forward-Looking Statements Are Subject to Change

This Quarterly Report contains certain forward-looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder). Forward-looking statements are not historical facts but instead represent only the beliefs, expectations or opinions of the Company and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements may be identified by the use of such words as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly.” Forward-looking statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks, uncertainties and assumptions, many of which are difficult to predict and generally are beyond the control of and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) competitive pressure among depository institutions increasing significantly; (4) changes in the interest rate environment causing reduced interest margins; (5) general economic conditions, either nationally or in the markets in which the Company is or will be doing business, being less favorable than expected;(6) political and social unrest, including acts of war or terrorism; (7) the impact of the current outbreak of the novel coronavirus (COVID-19) or (8) legislation or changes in regulatory requirements adversely affecting the business in which the Company is or will be engaged. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

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 ~~September~~June 30, ~~2020,~~2021, 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 company offers mortgage banking in the Lehigh Valley, Delaware Valley and Philadelphia County regions of Pennsylvania. The real estate and abstract companies offer ~~mortgage banking,~~ real estate sales and title abstract services, respectively, in the Lehigh Valley region of ~~Pennsylvania, and~~Pennsylvania. These companies 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. In February 2020, Quaint Oak Bank opened a full-service retail banking office in Philadelphia, Pennsylvania.

As of January 4, 2021, the Bank holds a majority equity position in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with a second significant facility located in Albany, Minnesota. All significant intercompany balances and transactions have been eliminated.

COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The effects of COVID-19 did not have a material impact on the financial results of the Company as of ~~September~~June 30, ~~2020.~~2021. Due to orders issued by the governor of Pennsylvania and for the health of our customers and employees, the Bank closed lobbies to all three branch offices but remained fully operational. Other immediate responses to the pandemic included some of the following actions by the Company:

•Moved more than 92% of its employees to remote work-from-home status.

•Waived fees on deposit accounts and cash management services.

In response to the COVID-19 crisis, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act provides an estimated $2.2 trillion of economy-wide financial stimulus to combat the pandemic and stimulate the economy in the form of financial aid to individuals, businesses, nonprofits, states, and municipalities through loans, grants, tax changes, and other types of relief.

The following describes some of our responses to COVID-19 relative to the CARES Act, and other effects of the pandemic on our business.

Paycheck Protection Program. The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans and chose to participate.

~~Through November 10,~~ Since March 2020, the ~~Bank~~Company has continued to work diligently to help support its existing and new customers through the SBA Paycheck Protection Program (“PPP”), loan modifications, loan deferrals and fee waivers. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”) became law. The Economic Aid Act opened a new PPP loan period for first loans and implemented a second loan draw for certain PPP borrowers, each through May 31, 2021. Under the first round the Company funded ~~858~~854 PPP loans ~~with total principal balances~~totaling $95.1 million. As of ~~$98.4 million.~~

June 30, 2021, 725 of these first round PPP loans totaling $70.3 million were forgiven under the SBA forgiveness program. Under the second round of PPP the Company funded 982 PPP loans totaling $88.3 million as of June 30, 2021. As of June 30, 2021, 44 of the second round PPP loans totaling $1.3 million have been forgiven under the SBA forgiveness program. For the three and six months ended June 30, 2021, the Company recognized approximately $1.4 million and $2.0 million of deferred loan fees amortization related to PPP loans, respectively.

Paycheck Protection Program Liquidity Facility. The CARES Act also allocated a limited amount of funds to the Federal Reserve Board (FRB) with a broad mandate to provide liquidity to eligible businesses, states or municipalities in light of COVID-19. On April 9, 2020, the U.S. Department of the Treasury announced several new or expanded lending programs to provide relief for businesses and governments. One of these programs was the Paycheck Protection Program Liquidity Facility (PPPLF). Under the PPPLF, all depository institutions that originate PPP loans are eligible to borrow on a non-recourse basis from their regional Federal Reserve Bank using SBA PPP loans as collateral. The principal amount of loans will be equal to the PPP loans pledged as collateral. There are no fees associated with these loans and the interest rate ~~will be~~is 35 basis points. The maturity date of PPPLF loans will be the same as the maturity date of the PPP loans pledged as collateral. The PPPLF loan maturity date will be accelerated if the underlying PPP loan goes into default and the lender sells the PPP loan to the SBA under the SBA guarantee. The PPPLF loan maturity date also will be accelerated for any loan forgiveness reimbursement received by the lender from the SBA.

In April 2020, the Bank received approval to borrow from the FRB under the PPPLF program to assist in funding PPP loans. Through ~~November 10,~~December 31, 2020, the Bank used the FRB program to fund ~~$48.8~~$52.1 million of PPP loans.

Through June 30, 2021, the Bank paid off approximately $34.3 million of PPP loans pledged as collateral under PPPLF program. Through June 30, 2021 the Bank has not used the PPPLF program to fund any round two PPP loans.

Loan Modifications/Troubled Debt Restructurings. Under the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. A financial institution can then suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”), and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting purposes. Financial institutions wishing to utilize this authority must make a policy election, which applies to any COVID-19 modification made between March 1, 2020 and the earlier of either ~~December 31, 2020~~January 1, 2022 or the 60th day after the end of the COVID-19 national emergency. Quaint Oak Bank has made that election. Similarly, the Financial Accounting Standards Board has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief will not be considered TDRs.

Prior to the enactment of the CARES Act, the banking regulatory agencies provided guidance as to how certain short-term modifications would not be considered TDRs, and have subsequently confirmed that such guidance could be applicable for loans that do not qualify for favorable accounting treatment under Section 4013 of the CARES Act.

The Bank addresses loan payment modification requests on a case-by-case basis considering the effects of the COVID-19 pandemic, related economic slow-down and stay-at-home orders on our customer and their current and projected cash flows through the term of the loan. Through ~~October 13, 2020,~~June 30, 2021, the Bank modified 231 loans with principal balances totaling $90.6 million representing approximately ~~25.8%~~23.5% of our ~~September~~June 30, ~~2020~~2021 loan balances. A majority of deferrals are two-month payment deferrals of principal and interest, with payments after deferral increased to collect amounts deferred. In some cases, certain loans were granted ~~a second deferral.~~

additional deferrals.

Details with respect to total loan payment modifications made through ~~October 13, 2020~~June 30, 2021 are as follows:

Number of
Covid-19
Deferments

Balance
(in thousands)

Percent of
Total Loans at
September 30, 2020

One-to-four family residential owner occupied 5 $ 2,070 38.5 %
One-to-four family residential non-owner occupied 50 8,566 21.0
Multi-family residential 12 9,042 39.6
Commercial real estate 97 55,274 42.9
Construction 1 702 -
Home equity 4 254 6.2
Commercial business 62 14,685 10.4
Total 231 $ 90,593 25.8 %

	Number of COVID-19 Deferments		Balance (in thousands)		Percent of Total Loans at June 30, 2021
One-to-four family residential owner occupied		5	$	2,070		21.7	%
One-to-four family residential non-owner occupied		50		8,566		20.9
Multi-family residential		12		9,042		39.3
Commercial real estate		97		55,274		40.3
Construction		1		702		5.2
Home equity		4		254		5.9
Commercial business		62		14,685		9.4
Total		231	$	90,593		23.5	%

Of the 231 loans granted loan payment deferrals through ~~October 13, 2020, 28~~June 30, 2021, 10 loans are still on ~~deferral.~~

deferral as of June 30, 2021.

Details with respect to loan payment deferrals still on deferral as of ~~October 13, 2020~~June 30, 2021 are as follows:

As of October 13, 2020

Number of
Covid-19
Deferments

Balance
(in thousands)

Percent of
Total Loans at
September 30, 2020

One-to-four family residential owner occupied 2 $ 1,142 21.2 %
Commercial real estate 11 11,619 9.0
Construction 1 702 9.3
Commercial business 14 5,024 3.6
Total 28 $ 18,487 5.3 %

	As of June 30, 2021
	Number of COVID-19 Deferments		Balance (in thousands)		Percent of Total Loans at June 30, 2021
One-to-four family residential owner occupied		1	$	415		4.4	%
Commercial real estate		3		3,406		2.5
Commercial business		6		4,103		2.6
Total		10	$	7,924		2.1	%

It is too early to determine if current active modified loans will perform in accordance with their modified terms.

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~~Critical 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.

~~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~~

Our critical accounting policies involving significant judgments 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.

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 termspreparation of the ~~loan agreement. Factors considered by management~~consolidated financial statements as of June 30, 2021 have remained unchanged from the disclosures presented 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 shortfallsour Annual Report on ~~a case-by-case basis, taking into consideration all~~Form 10-K, except for Intangible Assets which is described in Note 1 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~~notes 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~~our 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.

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.

statements.

Comparison of Financial Condition at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~

2020

General. The Company’s total assets at ~~September~~June 30, ~~2020~~2021 were ~~$422.3~~$527.0 million, an increase of ~~$119.8~~$42.9 million, or ~~39.6%~~8.9%, from ~~$302.5~~$484.1 million at December 31, ~~2019.~~2020. This growth in total assets was primarily due to a ~~$98.4~~$46.2 million, or ~~39.9%, increase, in loans receivable, net, and a $22.1 million, or 247.1%~~86.8%, increase in loans held for ~~sale.~~sale, and a $17.2 million, or 4.8%, increase in loans receivable, net. These increases were partially offset by a $15.0 million, or 44.2%, decrease in cash and cash equivalents and a $6.1 million, or 57.3%, decrease in investment securities available for sale at fair value. The largest increases within the loan portfolio occurred in construction loans which increased $8.8 million, or 183.7%, commercial real estate which increased $5.1 million, or 3.8%, commercial business loans which increased ~~$95.5~~$2.4 million, or ~~208.7%~~1.6%, ~~and commercial real estate~~one-to-four family owner occupied loans which increased ~~$9.6~~$2.0 million, or ~~8.1%~~26.5%, and one-to-four family non-owner occupied loans which increased $2.0 million, or 5.2%. The increase in commercial business loans was due primarily to the ~~$95.0~~$88.3 million of round two of SBA PPP loans generated during the ~~nine months~~period ended ~~September~~June 30, ~~2020. These increases were partially offset by a $5.0 million, or 40.0%, decrease in construction loans.~~

2021.

Cash and Cash Equivalents. Cash and cash equivalents decreased ~~$4.8~~$15.0 million, or ~~32.8%~~44.2%, from ~~$14.6~~$33.9 million at December 31, ~~2019~~2020 to ~~$9.8~~$18.9 million at ~~September~~June 30, ~~2020,~~2021, as excess liquidity was used primarily to fund loans.

Investment in Interest-Earning Time Deposits. Investment in interest-earning time deposits decreased ~~$709,000,~~$1.5 million, or ~~7.0%~~15.7%, from ~~$10.2~~$9.5 million at December 31, ~~2019~~2020 to ~~$9.5~~$8.0 million at ~~September~~June 30, ~~2020~~2021 as ~~three~~seven interest-earning time deposits matured and were not renewed during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021.

Investment Securities Available for Sale. Investment securities available for sale ~~increased $3.3~~decreased $6.1 million, or ~~43.6%~~57.3%, from ~~$7.6~~$10.7 million at December 31, ~~2019~~2020 to ~~$10.9~~$4.6 million at ~~September~~June 30, ~~2020,~~2021, as the Company ~~invested excess liquidity into higher yielding interest-earning assets.~~

sold four corporate notes totaling $5.5 million and realized $362,000 of gains on the transactions.

Loans Held for Sale. Loans held for sale increased ~~$22.1~~$46.2 million, or ~~247.1%~~86.8%, from ~~$8.9~~$53.2 million at December 31, ~~2019~~2020 to ~~$31.0~~$99.4 million at ~~September~~June 30, ~~2020~~2021 as the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, originated ~~$135.7~~$100.7 million of one-to-four family residential loans during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and sold ~~$113.6~~$122.6 million of loans in the secondary market during this same period. ~~This increase~~Additionally, the Bank reclassified $17.4 million of equipment loans from loans receivable, net, to loans held for sale, received $9.8 million of loans held for sale from the formation of Oakmont Capital Holdings LLC, and originated $62.7 million in ~~volume is directly related to the current low interest rate environment. The Bank did not originate or sell any~~ equipment loans held for sale during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021. During the six months ended June 30, 2021 the Company sold $21.8 million of equipment loans.

Loans Receivable, Net. Loans receivable, net, increased ~~$98.4~~$17.2 million, or ~~39.9%~~4.8%, to ~~$345.1~~$376.3 million at ~~September~~June 30, ~~2020~~2021 from ~~$246.7~~$359.1 million December 31, ~~2019.~~2020. This increase was funded primarily from ~~deposits, borrowings under the Federal Reserve’s Paycheck Protection Program Liquidity Facility and the FHLB, and excess liquidity.~~deposits. Increases within the portfolio occurred in ~~commercial business~~construction loans which increased ~~$95.5~~$8.8 million, or ~~208.7%~~183.7%, commercial real estate loans which increased ~~$9.6~~$5.1 million, or ~~8.1%~~3.8%, commercial business loans which increased $2.4 million, or 1.6%, one-to-four family residential owner occupied loans which increased $2.0 million, or 26.5%, non-owner occupied loans which increased ~~$975,000,~~$2.0 million, or ~~2.4%, multi-family residential loans which increased $581,000, or 2.6%~~5.2%, and home equity loans which increased ~~$377,000,~~$487,000, or ~~10.1%~~12.9%. These increases were partially offset by decreases of ~~$5.0~~$1.0 million, or ~~40.0%~~4.2%, in ~~construction loans, $913,000, or 14.5%, in one-to-four family~~multi-family residential ~~owner occupied~~ loans, and ~~$12,000,~~$2,000, or ~~54.5%~~11.8%, in other consumer loans. The increase in commercial business loans was due primarily to the ~~$95.0~~$88.3 million of the SBA PPP loans generated during the ~~nine months~~period ended ~~September~~June 30, ~~2020.~~2021. 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~~$342,000 at ~~December 31, 2019 consisting of four properties that were collateral for a non-performing construction loan. At September~~June 30, ~~2020, OREO amounted to $389,000~~2021 consisting of one property that ~~was~~is collateral for a non-performing construction loan. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company made ~~$268,000~~$56,000 of capital improvements to the ~~properties and sold three properties totaling $1.7 million and realized a net loss of $92,000.~~property. Non-performing assets amounted to ~~$1.5 million,~~$351,000, or ~~0.35%~~0.07% of total assets at ~~September~~June 30, ~~2020~~2021 compared to ~~$2.2 million,~~$929,000, or ~~0.72%~~0.19% of total assets at December 31, ~~2019.~~

~~Prepaid Expenses and Other Assets.~~ ~~Prepaid expenses and other assets~~2020.

Deposits. Total deposits increased ~~$1.5~~$70.7 million, or ~~52.9%~~19.9%, to ~~$4.3~~$425.5 million at ~~September~~June 30, ~~2020~~2021 from ~~$2.8~~$354.8 million at December 31, ~~2019, 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 accounted for $604,000 of the increase. Also contributing to this increase was an increase of $856,000 in receivable due from wholesalers on the sale of mortgage loans.

~~Deposits.~~ ~~Total deposits increased $71.6 million, or 31.5%, to $299.0 million at September 30, 2020 from $227.5 million at December 31, 2019.~~2020. This increase in deposits was primarily attributable to increases of ~~$35.1~~$84.4 million, or ~~137.7%~~84.7%, in money market accounts, ~~$20.5~~and $19.8 million, or ~~129.6%~~36.5%, in non-interest bearing checking ~~accounts, and $16.0~~accounts. The increase in deposits was partially offset by a $33.7 million, or ~~8.7%~~16.9%, decrease in certificates of deposit. The increase in non-interest bearing checking accounts was primarily due to the checking accounts opened by PPP loan customers.

Borrowings. Total Federal Home Loan Bank (FHLB) borrowings decreased ~~$3.1~~$4.0 million, or ~~8.5%~~10.5%, to ~~$33.2~~$34.2 million at ~~September~~June 30, ~~2020~~2021 from ~~$36.3~~$38.2 million at December 31, ~~2019. Short-term FHLB advances declined from $10.0 million at December 31, 2019 to $4.0 at September~~2020. During the six months ended June 30, ~~2020 as~~2021, the Company used excess liquidity to ~~pay-off $2.0~~pay down $10.0 million of ~~advances~~FHLB short-term and ~~termed-out~~ $4.0 million of FHLB long-term borrowings. At the end of the second quarter, the Company borrowed $10.0 million of short-term FHLB advances ~~at varying maturities. Long-term FHLB~~to provide additional liquidity in anticipation of loan funding needs. Federal Reserve Bank (FRB) long-term borrowings ~~increased $2.9~~decreased $30.3 million, or ~~11.1%~~62.9%, to $17.9 million at June 30, 2021 from ~~$26.3~~$48.1 million at December 31, ~~2019 to $29.2 million at September 30,~~ 2020 primarily as a result of the $4.0 million term-out of short-term borrowings and the pay-off of a $1.0 million term loan that matured in September 2020. Federal Reserve Bank long-term borrowings were $48.8 million at September 30, 2020, compared to none at December 31, 2019 as the Company ~~borrowed this amount to fund~~paid off PPP loans pledged as collateral under the ~~Federal Reserve’s~~FRB’s Paycheck Protection Program Liquidity Facility (PPPLF). ~~Under~~The Company did not utilize the FRB’s PPPLF ~~the Company pledged certain~~to fund second round PPP ~~loans as collateral and borrowed from the Federal Reserve at a rate of 0.35% that is fixed for two years.~~

~~Accrued Expenses and~~loans. Other ~~Liabilities.~~ ~~Accrued expenses and other liabilities~~short-term borrowings increased ~~$1.3 million, or 66.8%,~~ to ~~$3.2~~$1.2 million at ~~September~~June 30, ~~2020~~2021 from ~~$1.9 million~~none at December 31, ~~2019, due primarily~~2020, representing outstanding balances on two lines of credit that Oakmont Capital Holdings, LLC has with a credit union which are used 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 remainder of the increase is attributable to an increase in tax and other expense accruals.fund equipment loans.

~~Stockholders’~~

Stockholders’ Equity. Total stockholders’ equity increased ~~$2.0~~$4.5 million, or ~~7.5%~~15.6%, to ~~$27.9~~$33.2 million at ~~September~~June 30, ~~2020~~2021 from ~~$25.9~~$28.7 million at December 31, ~~2019.~~2020. Contributing to the increase was noncontrolling interest of $2.2 million, net income for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 of ~~$2.2~~$2.5 million, common stock earned by participants in the employee stock ownership plan of $122,000, the reissuance of treasury stock for exercised stock options of $87,000, amortization of stock awards and options under our stock compensation plans of ~~$130,000, common stock earned by participants in the employee stock ownership plan of $129,000, the reissuance of treasury stock for exercised stock options of $102,000,~~$84,000, and the reissuance of treasury stock under the Bank’s 401(k) Plan of ~~$69,000, and other comprehensive income, net of $67,000.~~$33,000. These increases were partially offset by dividends paid of ~~$537,000,~~$398,000, net loss attributable to noncontrolling interest of $121,000, other comprehensive loss, net of $84,000, and the purchase of treasury stock of ~~$181,000.~~

$25,000.

Comparison of Operating Results for the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~

2020

General. Net income amounted to ~~$1.0~~$1.5 million for the three months ended ~~September~~June 30, ~~2020,~~2021, an increase of ~~$206,000,~~$778,000, or ~~25.7%~~106.4%, compared to net income of ~~$802,000~~$731,000 for the three months ended ~~September~~June 30, ~~2019.~~2020. The increase in net income on a comparative quarterly basis was primarily the result of an increase in net interest income of ~~$695,000,~~$2.1 million and an increase in non-interest income of ~~$235,000,~~$1.2 million, partially offset by an increase in non-interest expense of ~~$606,000,~~$2.1 million, an increase in the provision for income taxes of $273,000, and an increase in the provision for loan losses of ~~$44,000, and the provision for income taxes of $74,000.~~

$143,000.

Net Interest Income. Net interest income increased ~~$695,000,~~$2.1 million, or ~~32.0%~~78.3%, to ~~$2.9~~$4.7 million for the three months ended ~~September~~June 30, ~~2020~~2021 from ~~$2.2~~$2.7 million for the three months ended ~~September~~June 30, ~~2019.~~2020. The increase was driven by a ~~$685,000,~~$1.8 million, or ~~19.4%~~44.9%, increase in interest income and a ~~$10,000,~~$270,000, or ~~0.7%~~19.6%, decrease in interest expense.

Interest Income. ~~Interest~~ The $2.1 million or 78.3% increase in net interest income ~~increased $685,000, or 19.4%, to $4.2 million~~ for the three months ended ~~September~~June 30, 2021 over the comparable period in 2020 ~~from $3.5~~was driven by a $1.8 million, ~~for the three months ended September 30, 2019.~~or 44.9%, increase in interest income. The increase in interest income was primarily due to a ~~$117.8~~$169.3 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of ~~$242.7~~$316.5 million for the three months ended ~~September~~June 30, ~~2019~~2020 to an average balance of ~~$360.5~~$485.8 million for the three months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of increasing interest income ~~$1.6~~$1.0 million. Also contributing to the increase in interest income on loans receivable, net, is a $1.1 million increase in amortization of deferred loan fees for the six months ended June 30, 2021, primarily attributable to PPP loan forgiveness. This increase in interest income was partially offset by a 9720 basis point decrease in the yield on average loans receivable, net, including loans held for sale, which decreased from ~~5.48%~~4.92% for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~4.51%~~4.72% for the three months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of decreasing interest income ~~$878,000. Also contributing to~~$237,000. The decline in loan yield is primarily the ~~increase in interest income was a $14.2 million increase in average cash and cash equivalents due~~result of lower yielding PPP loans funded from ~~banks, interest bearing, which increased from an average balance~~the second quarter of ~~$7.8 million for~~2020 through the ~~three months ended September 30, 2019 to an average balance~~second quarter of $21.9 million for the three months ended September 30, 2020, and had the effect of increasing interest income $94.0 million. Partially offsetting this increase was a 255 basis point decrease in the yield on average cash and cash equivalents due from banks, interest bearing, which decreased from 2.62% for the three months ended September 30, 2019 to 0.07% for the three months ended September 30, 2020, and had the effect of reducing interest income $142,000.

2021.

Interest Expense. ~~Interest expense decreased modestly by $10,000,~~ The $270,000, or ~~0.7%~~19.6%, ~~and was $1.4 million for both the three months ended September 30, 2020 and 2019. The~~ decrease in interest expense was primarily attributable to a 5094 basis point decrease in rate on average certificate of deposit accounts, which decreased from ~~2.36%~~2.09% for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~1.86%~~1.15% for the three months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of decreasing interest expense by ~~$246,000.~~$411,000. Interest expense on deposits continues to be actively managed to lower our cost of funds. This decrease was also partially attributable to a $16.7 million decrease in average certificate of deposit accounts which decreased from an average balance of $191.6 million for the three months ended June 30, 2020 to an average balance of $174.9 million for the three months ended June 30, 2021, and had the effect of decreasing interest expense $87,000. This decrease in interest expense was partially offset by a ~~$22.0~~$144.1 million increase in average ~~certificate of deposit~~money market accounts which increased from an average balance of ~~$176.0~~$34.0 million for the three months ended ~~September~~June 30, ~~2019~~2020 to an average balance of ~~$198.0~~$178.1 million for the three months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of increasing interest expense ~~$129,000. The decrease~~by $290,000. This increase in money market interest expense was ~~also~~ partially offset by ~~an increase~~a 15 basis point decrease in the rate on average ~~Federal Reserve Bank borrowings of $48.9 million~~money market accounts, which decreased from 0.80% to 0.65% for the three months ended June 30, 2021, and had the effect of ~~increasing~~decreasing interest expense by ~~$43,000.~~$69,000. The average interest rate spread ~~decreased~~increased from 2.53% for the three months ended June 30, 2020 to 3.28% for the three months ended June 30, 2021 while the net interest margin increased from 2.92% for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~2.58%~~3.50% for the three months ended ~~September~~June 30, ~~2020 while the net interest margin decreased from 3.20% for the three months ended September 30, 2019 to 2.84% for the three months ended September 30, 2020.~~

2021.

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,
	2021						2020
	Average Balance		Interest		Average Yield/ Rate		Average Balance		Interest		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing	$	40,420	$	8	0.08	%	$	27,997	$	6		0.09	%
Investment in interest-earning time deposits		7,965		51	2.56			9,922		61		2.46
Investment securities available for sale		6,075		30	1.98			8,245		54		2.62
Loans receivable, net (1) (2)		485,787		5,735	4.72			316,506		3,891		4.92
Investment in FHLB stock		1,274		19	5.97			1,344		21		6.25
Total interest-earning assets		541,521		5,843	4.32	%		364,014		4,033		4.43	%
Non-interest-earning assets		15,234						15,743
Total assets	$	556,755					$	379,757
Interest-bearing liabilities:
Passbook accounts	$	11	$	-	*	%	$	6	$	-		*	%
Savings accounts		1,536		1	0.26			1,921		1		0.21
Money market accounts		178,052		289	0.65			33,986		68		0.80
Certificate of deposit accounts		174,909		502	1.15			191,609		1,000		2.09
Total deposits		354,508		792	0.89			227,522		1,069		1.88
FHLB short-term borrowings		-		-	-			-		1		-
FHLB long-term borrowings		26,424		129	1.95			29,908		153		2.05
FRB long-term borrowings		34,245		29	0.34			24,211		23		-
Subordinated debt		7,910		130	6.57			7,876		130		6.60
Other short-term borrowings		2,133		26	4.88			-		-		-
Total interest-bearing liabilities		425,220		1,106	1.04	%		289,517		1,376		1.90	%
Non-interest-bearing liabilities		104,345						63,933
Total liabilities		529,565						353,450
Stockholders’ Equity		27,190						26,307
Total liabilities and Stockholders’ Equity	$	556,755					$	379,757
Net interest-earning assets	$	116,301					$	74,496
Net interest income; average interest rate spread			$	4,737	3.28	%			$	2,657		2.53	%
Net interest margin (3)					3.50	%						2.92	%
Average interest-earning assets to average interest-bearing liabilities					127.35	%						125.73	%

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

Three Months Ended September 30,

2020

2019

Average
Balance

Interest

Average
Yield/
Rate

Average
Balance

Interest

Average
Yield/
Rate

(Dollars in thousands)
Interest-earning assets:
  Due from banks, interest-bearing $ 21,931 $ 4 0.07 % $ 7,774 $ 51 2.62 %
  Investment in interest-earning time deposits 9,599 61 2.54 10,172 75 2.95
  Investment securities available for sale 10,826 78 2.88 9,530 67 2.81
  Loans receivable, net (1) (2) 360,473 4,060 4.51 242,734 3,325 5.48
  Investment in FHLB stock 1,322 20 6.05 1,110 20 7.21
     Total interest-earning assets 404,151 4,223 4.18 % 271,320 3,538 5.22 %
Non-interest-earning assets 14,089 12,518
     Total assets $ 418,240 $ 283,838
Interest-bearing liabilities:
   Passbook accounts $ 7 $ * * % $ 37 $ * * %
   Savings accounts 2,035 1 0.20 1,762 1 0.23
   Money market accounts 52,697 111 0.84 27,621 55 0.80
   Certificate of deposit accounts 197,985 920 1.86 176,009 1,037 2.36
      Total deposits 252,724 1,032 1.63 205,549 1,093 2.13
   FHLB short-term borrowings 87 - 0.00 920 7 3.04
   FHLB long-term borrowings 29,193 152 2.07 23,785 137 2.30
   FRB long-term borrowings 48,881 43 0.35 - - -
   Subordinated debt 7,885 130 6.59 7,851 130 6.62
     Total interest-bearing liabilities 338,770 1,357 1.60 % 237,985 1,367 2.30 %
Non-interest-bearing liabilities 52,536 20,909
     Total liabilities 391,306 258,894
Stockholders’ Equity 26,934 24,944
     Total liabilities and Stockholders’ Equity $ 418,240 $ 283,838
Net interest-earning assets $ 65,381 $ 33,335
Net interest income; average interest rate spread $ 2,866 2.58 % $ 2,171 2.92 %
Net interest margin (3) 2.84 % 3.20 %
Average interest-earning assets to average interest-bearing liabilities 119.30 % 114.01 %

~~_______________________~~

* 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) Equals net interest income divided by average interest-earning assets.~~

Provision for Loan Losses. The Company’s provision for loan losses increased ~~$44,000,~~$143,000, or ~~28.0%~~46.9%, to ~~$201,000~~$448,000 for the three months ended ~~September~~June 30, ~~2020~~2021 from ~~$157,000~~$305,000 for the three months ended ~~September~~June 30, ~~2019.~~2020. The increase in the provision for loan losses for the three months ended ~~September~~June 30, ~~2020~~2021 over the three months ended ~~September~~June 30, ~~2019~~2020 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, which includes the impact of the COVID-19 pandemic, prior loan loss experience and amount of non-performing loans at ~~September~~June 30, ~~2020.~~

2021.

Non-performing loans amounted to ~~$1.1 million~~$9,000 at June 30, 2021, consisting of one 1-4 family non-owner occupied residential loan, which is on non-accrual status. Comparably, non-performing loans amounted to $643,000 or ~~0.32%~~0.18% of net loans receivable at ~~September 30,~~December 31, 2020, consisting of ~~four~~five loans, two loans of which ~~are~~were on non-accrual status and ~~two~~three loans ~~are~~were 90 days or more past due and accruing interest. Comparably, non-performing loans amounted to $362,000 or 0.15% of net loans receivable at December 31, 2019, consisting of two loans, one loan of which was on non-accrual status and one loan was 90 days or more past due and accruing interest. The non-performing loans at September 30, 2020 include two commercial real estate loans, one one-to-four family owner occupied residential loan, and one 1-4 family non-owner occupied residential loan, and all are generally well-collateralized or adequately reserved for. The allowance for loan losses as a percent of total loans receivable, net was ~~0.82%~~0.99% at ~~September~~June 30, ~~2020~~2021 and ~~0.90%~~0.85% at December 31, ~~2019.~~2020. Excluding PPP loans, which are 100% guaranteed by the SBA, the allowance for loan losses to total loans was ~~1.11%~~1.39% at ~~September~~June 30, ~~2020.~~

2021.

Non-Interest Income. Non-interest income increased ~~$235,000~~$1.2 million, or ~~14.3%~~85.2%, from ~~$1.6~~$1.4 million for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~$1.9~~$2.5 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily attributable to a ~~$213,000,~~$509,000, or ~~21.4%~~61.6%, increase in net gain on loans held for sale, a ~~$149,000~~$328,000 increase in loan servicing income, a $171,000, or 48.7%, increase in mortgage banking, equipment lending, and title abstract fees, a $100,000, or 204.1%, increase in other fees and service charges, a ~~$51,000, or 14.6%,~~$45,000 increase in mortgage banking and title abstract fees, and a $21,000, or 19.3%, increase in insurance commissions. The increase in other fees and service charges was primarily due to the increase in loan prepayment fees. These increases were partially offset by a $110,000 lossgain on ~~the~~ sale of ~~other real estate owned,~~investment securities available for sale, a ~~$79,000,~~$14,000, or ~~80.6%~~26.9%, ~~decrease~~increase in gain on sales from SBA loans, a ~~$9,000,~~$13,000, or ~~11.7%~~10.8%, ~~decrease~~increase in insurance commissions and a $3,000, or 10.0%, increase in real estate sales commissions, ~~net, and a $1,000, or 4.8%,~~net. Oakmont’s results for the three months ended June 30, 2021 accounted for $421,000 of the increase in net gain on loans held for sale, $328,000 of the increase in loan servicing income, ~~from bank-owned life insurance.~~

$200,000 of the increase in mortgage banking, equipment lending, and title abstract fees, and $18,000 of the increase in other fees. These increases were partially offset by an $18,000 decrease in net gains on sale and write-downs of other real estate owned.

Non-Interest Expense. Total non-interest expense increased ~~$606,000,~~$2.1 million, or ~~23.9%~~79.4%, from ~~$2.5~~$2.7 million for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~$3.1~~$4.8 million for the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to a ~~$369,000,~~$1.7 million, or ~~20.8%~~92.8%, increase in salaries and employee benefits expense, a ~~$70,000,~~$169,000, or ~~38.7%~~77.5%, increase in occupancy and equipment expense, a ~~$59,000,~~$105,000, or ~~29.5%~~92.9%, increase in professional fees, a $73,000, or 29.7%, increase in other expense, a ~~$56,000,~~$47,000, or ~~46.3%~~62.7%, increase in ~~data processing~~advertising expense, a ~~$38,000~~$46,000, or 170.4%, increase in FDIC deposit insurance assessment, a ~~$7,000,~~$42,000, or ~~13.0%~~26.3%, increase in data processing expense, and an $8,000, or 15.4%, increase in Directors’ fees and expenses, a $5,000, or 7.1%, increase in advertising, and a $4,000, or 3.7%, increase in professional fees. These increases in non-interest expense were partially offset by a $1,000, or 8.3%, decrease in other real estate owned expenses, and a $1,000, or 7.7%, decrease in amortization of other intangible asset.expenses. The increase in salaries and employee benefits is primarily due to generally expanding and improving the level of staff at the Bank and its subsidiary ~~companies.~~

companies, including Oakmont. Oakmont’s results for the three months ended June 30, 2021 accounted for $930,000 of the increase in salaries and employee benefits expense, $86,000 of the increase in occupancy and equipment expense, $68,000 of the increase in professional fees, $47,000 of the increase in advertising expense, and $19,000 of the increase in other expense. The increase in non-interest expense was partially offset by a $5,000, or 62.5%, decrease in other real estate owned expense.

Provision for Income Tax. The provision for income tax increased ~~$74,000,~~$273,000, or ~~23.0%~~92.9%, from ~~$322,000~~$294,000 for the three months ended ~~September~~June 30, ~~2019~~2020 to ~~$396,000~~$567,000 for the three months ended ~~September~~June 30, ~~2020~~2021 due primarily to anthe increase in pre-tax income.

Comparison of Operating Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~

2020

General. Net income amounted to ~~$2.2~~$2.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, an increase of ~~$291,000~~$1.4 million, or ~~15.5%~~118.3%, compared to net income of ~~$1.9~~$1.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The increase in net income was primarily the result of an increase in net interest income of ~~$1.4~~$3.5 million and an increase in non-interest income of ~~$622,000,~~$2.6 million, partially offset by an increase in non-interest expense of ~~$1.3~~$4.0 million, an increase in the provision for income taxes of $521,000, and an increase in the provision for loan losses of ~~$303,000, and an~~$282,000.

Net Interest Income. Net interest income increased $3.5 million, or 70.7%, to $8.4 million for the six months ended June 30, 2021 from $4.9 million for the six months ended June 30, 2020. The increase was driven by a $3.0 million, or 39.3%, increase in ~~the provision for~~interest income ~~taxes of $94,000.~~

~~Net~~ and a $437,000, or 15.6%, decrease in interest expense.

Interest Income. The ~~$1.4~~$3.5 million or ~~21.2%,~~70.7% increase in net interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 over the comparable period in ~~2019~~2020 was driven by a ~~$1.5~~$3.0 million, or ~~14.5%~~39.3%, increase in interest ~~income, partially offset by a $150,000, or 3.7%, increase in interest expense.~~

~~Interest Income.~~ ~~Interest income increased $1.5 million, or 14.5%, to $11.9 million for the nine months ended September 30, 2020 from $10.4 million for the nine months ended September 30, 2019.~~income. The increase in interest income was primarily due to a ~~$79.1~~$187.4 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of ~~$232.0~~$286.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to an average balance of ~~$311.1~~$473.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of increasing interest income ~~$3.3~~$3.1 million. ~~Offsetting this~~Also contributing to the increase in interest income on loans receivable, net, is a $1.8 million increase in amortization of deferred loan fees for the six months ended June 30, 2021, $1.7 million of which is attributable to PPP loan forgiveness. This increase in interest income was partially offset by a 6572 basis point decrease in the yield on average loans receivable, net, including loans held for sale, which decreased from ~~5.55%~~5.15% for the ~~nine~~three months ended ~~September~~June 30, ~~2019~~2020 to ~~4.90%~~4.43% for the ~~nine~~six months ended ~~September~~June 30, ~~2020, which~~2021, and had the effect of decreasing interest income ~~$1.5~~$1.7 million. The ~~increase~~decline in ~~interest income was also partially offset by a 191~~loan yield is primarily the result of lower yielding PPP loans funded from the second quarter of 2020 through the second quarter of 2021 and the impact of the Federal Reserve’s 150 basis point ~~decrease~~rate cuts in the yield on average cash and cash equivalents due from banks, interest bearing, which decreased from 2.43% for the nine months ended September 30, 2019 to 0.52% for the nine months ended September 30, 2020, which had the effect of decreasing interest income $255,000.

March 2020.

Interest Expense. ~~Interest expense increased $150,000,~~ The $437,000, or ~~3.7%~~15.6%, ~~to $4.2 million for the nine months ended September 30, 2020 from $4.0 million for the nine months ended September 30, 2019. The increase~~decrease in interest expense was primarily attributable to a $16.8 million increase in average certificate of deposit accounts which increased from an average balance of $175.9 million for the nine months ended September 30, 2019 to an average balance of $192.7 million for the nine months ended September 30, 2020, and had the effect of increasing interest expense $160,000. Partially offsetting this increase was a 2294 basis point decrease in rate on average certificate of deposit accounts, which decreased from ~~2.29%~~2.17% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to ~~2.07%~~1.23% for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of decreasing interest expense by ~~$73,000. The increase~~$878,000. Interest expense on deposits continues to be actively managed to lower our cost of funds. Also contributing to this decrease was a $4.7 million decrease in average certificate of deposit accounts which decreased from an average balance of $190.1 million for the six months ended June 30, 2020 to an average balance of $185.4 million for the six months ended June 30, 2021, and had the effect of decreasing interest expense $51,000. This decrease in interest expense was ~~also due to~~partially offset by a ~~$6.0~~$123.6 million increase in average ~~FHLB borrowings~~money market accounts which increased from an average balance of ~~$24.2~~$30.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to an average balance of ~~$30.3~~$153.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of increasing interest expense ~~$55,000. Partially offsetting this~~by $496,000. This increase in money market interest expense was ~~a 29~~partially offset by an 11 basis point decrease in the rate on average ~~FHLB borrowings,~~money market accounts, which decreased from ~~2.45%~~0.80% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to ~~2.16%~~0.69% for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, and had the effect of decreasing interest expense by ~~$17,000. Also contributing to the increase~~$89,000. The decrease in interest expense was also partially offset by an increase in average ~~Federal Reserve Bank~~other short-term borrowings of ~~$24.5~~$5.1 million ~~for the nine months ended September 30, 2020~~ which had the effect of increasing interest expense by ~~$23,000.~~$96,000. The average interest rate spread ~~decreased~~increased from ~~2.92% for the nine months ended September 30, 2019 to~~ 2.68% for the ~~nine~~six months ended ~~September~~June 30, 2020 to 2.96% for the six months ended June 30, 2021 while the net interest margin ~~decreased~~increased from 3.02% for the six months ended June 30, 2020 to 3.18% for the ~~nine~~six months ended ~~September~~June 30, ~~2019 to 2.97% for the nine months ended September 30, 2020.~~

2021.

Nine Months Ended September 30,

2020

2019

Average
Balance

Interest

Average
Yield/
Rate

Average
Balance

Interest

Average
Yield/
Rate

(Dollars in thousands)
Interest-earning assets:
  Due from banks, interest-bearing $ 17,804 $ 70 0.52 % $ 18,204 $ 332 2.43 %
  Investment in interest-earning time deposits 9,859 185 2.50 9,455 198 2.79
  Investment securities available for sale 8,877 180 2.70 8,144 165 2.70
  Loans receivable, net (1) (2) 311,097 11,423 4.90 231,967 9,662 5.55
  Investment in FHLB stock 1,361 69 6.76 1,095 60 7.30
     Total interest-earning assets 348,998 11,927 4.56 % 268,865 10,417 5.17 %
Non-interest-earning assets 14,212 12,193
     Total assets $ 363,210 $ 281,058
Interest-bearing liabilities:
   Passbook accounts $ 6 $ * * % $ 70 $ * * %
   Savings accounts 1,920 3 0.21 1,579 3 0.25
   Money market accounts 37,713 232 0.82 27,657 165 0.80
   Certificate of deposit accounts 192,735 2,987 2.07 175,920 3,017 2.29
      Total deposits 232,374 3,222 1.85 205,226 3,185 2.07
   FHLB short-term borrowings 1,343 31 3.08 4,233 101 3.18
   FHLB long-term borrowings 28,918 452 2.08 19,994 336 2.24
   FRB long-term borrowings 24,454 66 0.36 - - -
   Subordinated debt 7,876 390 6.60 7,840 389 6.62
     Total interest-bearing liabilities 294,965 4,161 1.88 % 237,293 4,011 2.25 %
Non-interest-bearing liabilities 41,808 19,330
     Total liabilities 336,773 256,623
Stockholders’ Equity 26,437 24,435
     Total liabilities and Stockholders’ Equity $ 363,210 $ 281,058
Net interest-earning assets $ 54,033 $ 31,572
Net interest income; average interest rate spread $ 7,766 2.68 % $ 6,406 2.92 %
Net interest margin (3) 2.97 % 3.18 %
Average interest-earning assets to average interest-bearing liabilities 118.32 % 113.30 %

~~_______________________~~

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

	Six Months Ended June 30,
	2021							2020
	Average Balance		Interest		Average Yield/ Rate			Average Balance		Interest		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing	$	35,766	$	19		0.11	%	$	19,600	$	66		0.67	%
Investment in interest-earning time deposits		8,275		109		2.63			9,990		124		2.48
Investment securities available for sale		7,604		84		2.21			7,892		101		2.56
Loans receivable, net (1) (2)		473,487		10,478		4.43			286,138		7,363		5.15
Investment in FHLB stock		1,398		42		6.01			1,381		50		7.24
Total interest-earning assets		526,530		10,732		4.08	%		325,001		7,704		4.74	%
Non-interest-earning assets		15,171							14,274
Total assets	$	541,701						$	339,275
Interest-bearing liabilities:
Passbook accounts	$	10	$	-		*	%	$	6	$	-		*	%
Savings accounts		1,524		2		0.26			1,863		2		0.21
Money market accounts		153,717		528		0.69			30,138		121		0.80
Certificate of deposit accounts		185,376		1,138		1.23			190,081		2,067		2.17
Total deposits		340,627		1,668		0.98			222,088		2,190		1.97
FHLB short-term borrowings		1,492		6		0.80			1,978		31		3.13
FHLB long-term borrowings		27,303		268		1.96			28,779		300		2.08
FRB long-term borrowings		40,284		69		0.34			12,106		23		0.38
Subordinated debt		7,906		260		6.58			7,872		260		6.61
Other short-term borrowings		5,052		96		3.80			-		-		-
Total interest-bearing liabilities		422,664		2,367		1.12	%		272,823		2,804		2.06	%
Non-interest-bearing liabilities		92,642							40,266
Total liabilities		515,306							313,089
Stockholders’ Equity		26,395							26,186
Total liabilities and Stockholders’ Equity	$	541,701						$	339,275
Net interest-earning assets	$	103,866						$	52,178
Net interest income; average interest rate spread			$	8,365		2.96	%			$	4,900		2.68	%
Net interest margin (3)						3.18	%						3.02	%
Average interest-earning assets to average interest-bearing liabilities						124.57	%						119.13	%

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

Provision for Loan Losses. The ~~Company increased its~~Company’s provision for loan losses ~~by $303,000,~~increased $282,000, or ~~95.3%~~67.1%, ~~from $318,000~~to $702,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019 to $621,000~~2021 from $420,000 for the ~~nine~~six months ended ~~September~~June 30, 2020. The increase in the provision for loan losses for the six months ended June 30, 2021 over the six months ended June 30, 2020 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, which includes the impact of the COVID-19 pandemic, prior loan loss experience and amount of non-performing loans at ~~September~~June 30, 2021.

Non-performing loans amounted to $9,000 at June 30, 2021, consisting of one 1-4 family non-owner occupied residential loan, which is on non-accrual status. Comparably, non-performing loans amounted to $643,000 or 0.18% of net loans receivable at December 31, 2020, consisting of five loans, two loans of which were on non-accrual status and three loans were 90 days or more past due and accruing interest. The allowance for loan losses as a percent of total loans receivable, net was 0.99% at June 30, 2021 and 0.85% at December 31, 2020. Excluding PPP loans, which are 100% guaranteed by the SBA, the allowance for loan losses to total loans was 1.39% at June 30, 2021.

Non-Interest Income. Non-interest income increased ~~$622,000,~~$2.6 million, or ~~15.8%~~98.1%, from $2.7 million for the ~~nine~~six months ended ~~September~~June 30, 2020 ~~over the comparable period in 2019. The increase in non-interest income~~to $5.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021. The increase was primarily attributable to a ~~$520,000,~~$943,000, or ~~22.6%~~58.7%, increase in net gain on loans held for sale, a ~~$226,000,~~$551,000 increase in loan servicing income, a $408,000, or ~~27.6%~~63.3%, increase in mortgage banking, equipment lending, and title abstract fees, a ~~$93,000,~~$362,000 gain on sale of investment securities available for sale, a $215,000, or ~~109.4%~~413.5%, increase in gain on sales from SBA loans, a $139,000, or 408.8%, increase in other fees and service charges, and a ~~$40,000,~~$23,000, or ~~13.0%~~10.6%, increase in insurance ~~commissions, and a $3,000, or 2.3%,~~commissions. Oakmont’s results for the six months ended June 30, 2021 accounted for $1.0 million of the increase in ~~real estate commissions, net.~~net gain on loans held for sale, $551,000 of the increase in loan servicing income, $395,000 of the increase in mortgage banking, equipment lending, and title abstract fees, and $27,000 of the increase in other fees. The increase in other fees and service charges was primarily due to the increase in loan prepayment fees. These increases were partially offset by ~~a $167,000, or 70.2%,~~an $18,000 decrease in ~~gain~~net gains on ~~the sales of SBA loans, a $92,000 loss on~~ sale and write-downs of other real estate ~~owned, and a $1,000, or 1.7%, decrease in income from bank-owned life insurance.~~

owned.

Non-Interest Expense. ~~Non-interest~~ Total non-interest expense increased ~~$1.3~~$4.0 million, or ~~17.6%~~73.0%, from ~~$7.4~~$5.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to ~~$8.7~~$9.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020 attributable~~2021, primarily due to a ~~$735,000,~~$3.1 million, or ~~14.2%~~81.7%, increase in salaries and employee benefits expense, a ~~$158,000,~~$341,000, or ~~30.7%~~80.6%, increase in occupancy and equipment expense, a ~~$135,000,~~$193,000, or ~~23.3%~~42.4%, increase in other ~~expenses,~~expense, a ~~$133,000,~~$154,000, or ~~39.0%~~67.8%, increase in professional fees, a $110,000, or 37.0%, increase in data processing expense, a ~~$57,000,~~$77,000, or ~~20.2%~~51.3%, increase in ~~professional fees,~~advertising expense, a ~~$45,000,~~$77,000, or ~~112.5%~~163.8%, increase in FDIC deposit insurance assessment, and a ~~$12,000,~~$14,000, or ~~5.7% increase in advertising, an $11,000, or 47.8%, increase in other real estate owned expenses, and an $8,000, or 4.8%~~12.3%, increase in Directors’ fees and expenses. The increase in salaries and employee benefits is primarily due to generally expanding and improving the level of staff at the Bank and its subsidiary ~~companies. The~~companies, including Oakmont. Oakmont’s results for the six months ended June 30, 2021 accounted for $1.8 million of the increase in salaries and employee benefits expense, $164,000 of the increase in occupancy and equipment expense, ~~was primarily attributable to~~$92,000 of the ~~opening~~increase in professional fees, $79,000 of ~~our new retail banking office~~the increase in ~~Philadelphia, Pennsylvania~~other expense, and $77,000 of the increase in ~~February 2020.~~advertising expense. The increase in ~~data processing~~non-interest expense was ~~due to an increase~~partially offset by a $10,000, or 45.5%, decrease in ~~transaction deposit accounts.~~

other real estate owned expense.

Provision for Income Tax. The provision for income tax increased ~~$94,000,~~$521,000, or ~~12.2%~~110.9%, from ~~$772,000~~$470,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to ~~$866,000~~$991,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 due primarily to anthe increase in pre-tax income.

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 ~~September~~June 30, ~~2020~~2021 of ~~$687,000,~~$1.7 million, a ~~$261,000,~~$1.2 million, or ~~61.3%~~202.3%, increase from the same period in ~~2019.~~2020. This increase in PTSP was primarily due to a ~~$723,000,~~$2.1 million, or ~~32.5%~~77.9%, increase in net interest income and a ~~$40,000,~~$1.1 million, or ~~8.3%~~275.9%, increase in non-interest income. This increase was partially offset by a ~~$458,000,~~$1.9 million, or ~~21.6%~~85.8%, increase in non-interest expense and a ~~$44,000,~~$143,000, or ~~28.0%~~46.9% increase in the provision for loan losses. The increase in non-interest income was primarily due to a $421,000 gain on the sale of equipment loans, $328,000 in loan servicing income, a $194,000, or 93.3%, increase in equipment lending and title abstract fees and a $45,000 gain on the sale of investment securities available for sale. The increase in non-interest expense was primarily ~~attributable~~due to a ~~$276,000,~~$1.5 million, or ~~18.6%~~100.3%, increase in salaries and employee benefits expense, a $160,000, or 105.3% increase in occupancy and equipment expense, and a $65,000, or 28.4% increase in other expenses.

Our Mortgage Banking Segment reported a pre-tax segment profit (“PTSP”) for the three months ended June 30, 2021 of $262,000, a $192,000, or 42.3%, decrease from the same period in 2020. The decrease in PTSP was primarily due to a $235,000, or 49.5%, increase in non-interest expense, and a $22,000, or 55.0%, decrease in net interest income. The increase in non-interest expense was primarily due to a $185,000, or 58.0%, increase in salaries and employee benefits, and a ~~$63,000,~~$33,000, or ~~34.1%~~78.6%, increase in ~~other expenses.~~

~~Our Mortgage Banking Segment reported a PTSP for the three months ended September 30, 2020 of $717,000, a $19,000, or 2.7%, increase from the same period in 2019.~~data processing. The ~~increase~~decrease in PTSP was ~~primarily due to an~~partially offset by a $65,000, or 6.7% increase in non-interest ~~income which was driven by a $213,000, or 21.4%, increase in net gain on the sale of loans.~~income. The increase in non-interest income was primarily due to an $88,000, or 10.7% increase in net gain on loans held for sale, and was partially offset by a ~~$148,000,~~$23,000, or ~~35.9%, increase~~16.1% decrease in ~~non-interest expense.~~

mortgage banking, equipment lending and title abstract fees.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 of ~~$1.4~~$3.3 million, a ~~$101,000,~~$2.5 million, or ~~7.6%~~333.6%, increase from the same period in ~~2019.~~2020. This increase in PTSP was primarily due to a ~~$1.4~~$3.6 million, or ~~22.0%~~71.3%, increase in net interest income and a $2.8 million, or 361.9%, increase in non-interest income. This increase ~~in interest income~~ was partially offset by a ~~$1.1~~$3.6 million, or ~~17.4%~~77.9%, increase in ~~net~~ non-interest expense and a ~~$303,000,~~$282,000, or ~~95.3%~~67.1% increase in the provision for loan losses. The increase in non-interest income was primarily due to a $1.0 million gain on the sale of equipment loans, a $551,000 in loan servicing income, a $486,000, or 138.1%, increase in equipment lending and title abstract fees, and a $362,000 gain on the sale of investment securities available for sale. The increase in non-interest expense was primarily ~~driven by~~due to a ~~$622,000,~~$2.7 million, or ~~14.6%~~87.1%, increase in salaries and employee benefits expense, a ~~$134,000,~~$323,000, or ~~24.9% increase in other expenses, and a $107,000, or 30.2%~~112.5% increase in occupancy and equipment ~~expense.~~

expense, and a $179,000, or 42.2% increase in other expenses.

Our Mortgage Banking Segment reported a ~~PTSP~~pre-tax segment profit (“PTSP”) for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 of ~~$1.6 million,~~$157,000, a ~~$284,000,~~$726,000, or ~~21.6%~~82.2%, ~~increase~~decrease from the same period in ~~2019.~~2020. The ~~increase~~decrease in PTSP was primarily due to ana $457,000, or 49.1%, increase in non-interest expense, a $180,000, or 9.5% decrease in non-interest income, ~~which~~and an $89,000, or 102.3% decrease in net-interest income. The decrease in non-interest income was ~~driven by~~primarily due to a ~~$520,000,~~$102,000, or ~~22.6%, increase in~~6.3% decrease net gain on ~~the sale of~~ loans ~~and processing fees.~~held for sale. The increase in non-interest ~~income~~expense was ~~partially offset by~~primarily due to a ~~$231,000, or 18.3%~~$346,000, 54.9%, increase in ~~non-interest expense.~~

salaries and employee benefits, and a $79,000, or 111.3%, increase in data processing.

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 ~~September~~June 30, ~~2020,~~2021, the Company's cash and cash equivalents amounted to ~~$9.8~~$18.9 million. At such date, the Company also had ~~$3.7~~$3.8 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 ~~September~~June 30, ~~2020,~~2021, Quaint Oak Bank had outstanding commitments to originate loans of ~~$13.0~~$22.8 million, commitments under unused lines of credit of ~~$14.5~~$39.0 million, and ~~$3.7~~$6.4 million under standby letters of credit.

At ~~September~~June 30, ~~2020,~~2021, certificates of deposit scheduled to mature in one year or less ~~than~~ totaled ~~$113.8~~$51.7 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 ~~September~~June 30, ~~2020,~~2021, we had ~~$33.2~~$34.2 million of borrowings from the FHLB and had ~~$164.1~~$176.2 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 ~~September~~June 30, ~~2020~~2021 Quaint Oak Bank had ~~$810,000~~$1.1 million in borrowing capacity with the Federal Reserve Bank ~~(FRB)~~ of Philadelphia. There were no borrowings under this facility at ~~September~~June 30, ~~2020.~~2021. The Bank also has borrowing capacity with the FRB under the PPPLF program in the amount of outstanding pledged PPP loans.

Oakmont Capital Holdings, LLC has two lines of credit with a credit union which are used to fund equipment loans totaling $11.0 million at June 30, 2021. As of June 30, 2021, there were $1.2 million of outstanding balances on these two lines of credit.

Total stockholders’ equity increased ~~$2.0~~$4.5 million, or ~~7.5%~~15.6%, to ~~$27.9~~$33.2 million at ~~September~~June 30, ~~2020~~2021 from ~~$25.9~~$28.7 million at December 31, ~~2019.~~2020. Contributing to the increase was noncontrolling interest of $2.2 million, net income for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 of ~~$2.2~~$2.5 million, common stock earned by participants in the employee stock ownership plan of $122,000, the reissuance of treasury stock for exercised stock options of $87,000, amortization of stock awards and options under our stock compensation plans of ~~$130,000, common stock earned by participants in the employee stock ownership plan of $129,000, the reissuance of treasury stock for exercised stock options of $102,000,~~$84,000, and the reissuance of treasury stock under the Bank’s 401(k) Plan of ~~$69,000, and other comprehensive income, net of $67,000.~~$33,000. These increases were partially offset by dividends paid of ~~$537,000,~~$398,000, net loss attributable to noncontrolling interest of $121,000, other comprehensive loss, net of $84,000, and the purchase of treasury stock of ~~$181,000.~~$25,000. 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 ~~September~~June 30, ~~2020,~~2021, Quaint Oak Bank exceeded each of its capital requirements with ratios of ~~9.24%~~7.21%, ~~13.80%~~11.39%, ~~13.80%~~11.39% and ~~15.00%~~12.56%, respectively. As a small savings and loan holding company eligible for exemption, the Company is not currently subject to any regulatory capital requirements.

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 ~~September~~June 30, ~~2020,~~2021, we had unfunded commitments under lines of credit of ~~$14.5~~$39.0 million, ~~$13.0~~$22.8 million of commitments to originate loans, and ~~$3.7~~$6.4 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~~

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

~~ITEM 4. CONTROLS AND PROCEDURES~~

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 ~~September~~June 30, ~~2020.~~2021. 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 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

The COVID-19 pandemic has adversely impacted our ability to conduct business and is expected to adversely impact our financial results and those of our customers. The ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has significantly adversely affected our operations and the way we provide banking services to businesses and individuals, most of whom are currently under government issued stay-at-home orders. As an essential business, we continue to provide banking and financial services to our customers in an environment compliant with federal and state COVID-19 guidelines. In addition, we continue to provide access to banking and financial services through online banking, ATMs and by telephone. If the COVID-19 pandemic worsens it could limit or disrupt our ability to provide banking and financial services to our customers.

In response to the stay-at-home orders, the majority of our employees currently are working remotely to enable us to continue to provide banking services to our customers. Heightened cybersecurity, information security and operational risks may result from these remote work-from-home arrangements. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic. We also rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.

There is pervasive uncertainty surrounding the future economic conditions that will emerge in the months and years following the start of the pandemic. As a result, management is confronted with a significant and unfamiliar degree of uncertainty in estimating the impact of the pandemic on credit quality, revenues and asset values. To date, the COVID-19 pandemic has resulted in declines in loan demand and loan originations, other than through government sponsored programs such as the Paycheck Protection Program, deposit availability, market interest rates and negatively impacted many of our business and consumer borrower’s ability to make their loan payments. Because the length of the pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including recent reductions in the targeted federal funds rate, until the pandemic subsides, we expect our net interest income and net interest margin will be adversely affected. Many of our borrowers have become unemployed or may face unemployment, and certain businesses are at risk of insolvency as their revenues decline precipitously, especially in businesses related to travel, hospitality, leisure and physical personal services. Businesses may ultimately not reopen as there is a significant level of uncertainty regarding the level of economic activity that will return to our markets over time, the impact of governmental assistance, the speed of economic recovery, the resurgence of COVID-19 in subsequent seasons and changes to demographic and social norms that will take place.

The impact of the pandemic is expected to continue to adversely affect us during 2020 and possibly longer as the ability of many of our customers to make loan payments has been significantly affected. Although the Company makes estimates of loan losses related to the pandemic as part of its evaluation of the allowance for loan losses, such estimates involve significant judgment and are made in the context of significant uncertainty as to the impact the pandemic will have on the credit quality of our loan portfolio. It is likely that increased loan delinquencies, adversely classified loans and loan charge-offs will increase in the future as a result of the pandemic. Consistent with guidance provided by banking regulators, we have modified loans by providing various loan payment deferral options to our borrowers affected by the COVID-19 pandemic. Notwithstanding these modifications, these borrowers may not be able to resume making full payments on their loans once the COVID-19 pandemic is resolved. Any increases in the allowance for credit losses will result in a decrease in net income and, most likely, capital, and may have a material negative effect on our financial condition and results of operations.

Even after the COVID-19 pandemic subsides, the U.S. economy will likely require some time to recover from its effects, the length of which is ~~unknown.~~unknown, and during which we may experience a recession. As a result, we anticipate our business may be materially and adversely affected during this recovery.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Not applicable.

~~(a) Not applicable.~~

~~(b) Not applicable.~~

~~(c) Purchases of Equity Securities~~

(b)

Not applicable.

(c)

Purchases of Equity Securities

The Company’s repurchases of its common stock made during the quarter ended ~~September~~June 30, ~~2020~~2021 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)

July 1, 2020 – July 31, 2020 431 $ 11.00 - 34,675
August 1, 2020 – August 31, 2020 5,300 11.00 5,300 29,375
September 1, 2020 – September 30, 2020 500 10.90 500 28,875
Total 6,231 $ 10.99 5,800 28,875

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, 2021 – April 30, 2021		-	$	-		-		24,375
May 1, 2021 – May 31, 2021		871		18.00		-		24,375
June 1, 2021 – June 30, 2021		251		18.25		-		24,375
Total		1,122	$	18.05		-		24,375

Notes to this table:

~~(1)~~

(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.

ITEM 5.

OTHER INFORMATION

Not applicable.

ITEM 6.

EXHIBITS

~~No.~~	No.	Description
~~31.1~~	31.1	Rule 13a-14(d) and 15d-14(d) Certification of the Chief Executive Officer.
~~31.2~~	31.2	Rule 13a-14(d) and 15d-14(d) Certification of the Chief Financial Officer.
~~32.0~~	32.0	Section 1350 Certification.
~~101.INS~~	101.INS	Inline XBRL Instance Document.
~~101.SCH~~	101.SCH	Inline XBRL Taxonomy Extension Schema Document.
~~101.CAL~~	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
~~101.LAB~~	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
~~101.PRE~~	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
~~101.DEF~~	101.DEF	Inline XBRL Taxonomy Extension Definitions Linkbase Document.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

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: ~~November~~August 13, ~~2020~~ 2021	By:	/s/Robert T. Strong
		Robert T. Strong
		President and Chief Executive Officer


Date: ~~November~~August 13, ~~2020~~ 2021	By:	/s/John J. Augustine
		John J. Augustine
		Executive Vice President and Chief Financial Officer

	At September 30,			At December 31,
	2020			2020
	(In thousands, except share data)
Assets
Due from banks, non-interest-bearing	$	394		$	541
Due from banks, interest-bearing		9,390			14,014
Cash and cash equivalents		9,784			14,555
Investment in interest-earning time deposits		9,463			10,172
Investment securities available for sale		10,950			7,623
Loans held for sale		30,986			8,928
Loans receivable, net of allowance for loan losses (2020 2,852; 2019 $2,231)		345,060			246,692
Accrued interest receivable		2,787			1,349
Investment in Federal Home Loan Bank stock, at cost		1,465			1,580
Bank-owned life insurance		4,033			3,974
Premises and equipment, net		2,332			2,226
Goodwill		515			515
Other intangible, net of accumulated amortization		283			319
Other real estate owned, net		389			1,824
Prepaid expenses and other assets		4,256			2,783
Total Assets	$	422,303		$	302,540

Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing	$	36,227		$	15,775
Interest-bearing		262,816			211,683
Total deposits		299,043			227,458
Federal Home Loan Bank short-term borrowings		4,000			10,000
Federal Home Loan Bank long-term borrowings		29,193			26,271
Federal Reserve Bank long-term borrowings		48,834			-
Subordinated debt		7,890			7,865
Accrued interest payable		454			314
Advances from borrowers for taxes and insurance		1,787			2,780
Accrued expenses and other liabilities		3,245			1,945
Total Liabilities		394,446			276,633

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; 1,997,304 and
1,984,857 outstanding at September 30, 2020 and December 31, 2019, respectively		28			28
Additional paid-in capital		15,198			14,990
Treasury stock, at cost: 779,946 and 792,393 shares at September 30, 2020 and December 31, 2019, respectively		(4,960	)		(4,950	)
Unallocated common stock held by Employee Stock Ownership Plan (ESOP)		(67	)		(118	)
Accumulated other comprehensive income		87			20
Retained earnings		17,571			15,937
Total Stockholders' Equity		27,857			25,907
Total Liabilities and Stockholders’ Equity	$	422,303		$	302,540

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
	(In thousands, except for share data)
Interest Income
Interest on loans, including fees	$	4,060		$	3,325		$	11,423		$	9,662
Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock		163			213			504			755
Total Interest Income		4,223			3,538			11,927			10,417

Interest Expense
Interest on deposits		1,032			1,093			3,222			3,185
Interest on Federal Home Loan Bank short-term borrowings		-			7			31			101
Interest on Federal Home Loan Bank long-term borrowings		152			137			452			336
Interest on Federal Reserve Bank long-term borrowings		43			-			66			-
Interest on subordinated debt		130			130			390			389
Total Interest Expense		1,357			1,367			4,161			4,011
Net Interest Income		2,866			2,171			7,766			6,406
Provision for Loan Losses		201			157			621			318
Net Interest Income after Provision for Loan Losses		2,665			2,014			7,145			6,088

Non-Interest Income
Mortgage banking and title abstract fees		400			349			1,045			819
Real estate sales commissions, net		68			77			131			128
Insurance commissions		130			109			347			307
Other fees and services charges		144			(5	)		178			85
Income from bank-owned life insurance		20			21			59			60
Net gain on loans held for sale		1,209			996			2,816			2,296
Net loss on sales of other real estate owned		(110	)		-			(92	)		-
Gain on the sale of SBA loans		19			98			71			238
Total Non-Interest Income		1,880			1,645			4,555			3,933

Non-Interest Expense
Salaries and employee benefits		2,145			1,776			5,908			5,173
Directors' fees and expenses		61			54			175			167
Occupancy and equipment		251			181			673			515
Data processing		177			121			474			341
Professional fees		112			108			339			282
FDIC deposit insurance assessment		38			-			85			40
Other real estate owned expenses		11			12			34			23
Advertising		75			70			224			212
Amortization of other intangible		12			13			37			37
Other		259			200			714			579
Total Non-Interest Expense		3,141			2,535			8,663			7,369

Income before Income Taxes		1,404			1,124			3,037			2,652
Income Taxes		396			322			866			772
Net Income	$	1,008		$	802		$	2,171		$	1,880

Earnings per share - basic	$	0.51		$	0.41		$	1.10		$	0.96
Average shares outstanding - basic		1,982,697			1,966,003			1,975,111			1,953,367
Earnings per share - diluted	$	0.50		$	0.40		$	1.08		$	0.94
Average shares outstanding - diluted		2,010,815			2,011,575			2,010,648			1,999,794

For the Three Months Ended September 30, 2020
											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 – JUNE 30, 2020		2,001,614		$	28	$	15,123	$	(4,903	)	$	(84	)	$	6	$	16,743		$	26,913

Common stock allocated by ESOP (3,607 shares)							23					17								40

Treasury stock purchase		(6,231	)						(69	)										(69	)

Reissuance of treasury stock under 401(k) Plan		1,921					9		12											21

Reissuance of treasury stock under stock incentive plan																				-

Reissuance of treasury stock for exercised stock options																				-

Stock based compensation expense							43													43

Cash dividends declared ($0.09 per share)																	(180	)		(180	)

Net income																	1,008			1,008

Other comprehensive income, net															81					81

BALANCE – SEPTEMBER 30, 2020		1,997,304		$	28	$	15,198	$	(4,960	)	$	(67	)	$	87	$	17,571		$	27,857

	For the Nine Months
	Ended September 30,
	2020			2019
	(In Thousands)
Cash Flows from Operating Activities
Net income	$	2,171		$	1,880
Adjustments to reconcile net income to net cash used in operating activities:
Provision for loan losses		621			318
Depreciation of premises and equipment		175			149
Amortization of operating right-of-use assets		109			69
Amortization of subordinated debt issuance costs		25			25
Amortization of other intangible		36			37
Net amortization of securities premiums		7			14
Accretion of deferred loan fees and costs, net		(884	)		(313	)
Stock-based compensation expense		259			266
Net realized loss on sale of foreclosed real estate		92			-
Net gain on loans held for sale		(2,816	)		(2,296	)
Loans held for sale-originations		(135,652	)		(97,973	)
Loans held for sale-proceeds		116,410			88,889
Gain on the sale of SBA loans		(71	)		(238	)
Increase in the cash surrender value of bank-owned life insurance		(59	)		(60	)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable		(1,438	)		(255	)
Prepaid expenses and other assets		(970	)		(818	)
Accrued interest payable		140			62
Accrued expenses and other liabilities		669			(449	)
Net Cash Used in Operating Activities		(21,176	)		(10,693	)
Cash Flows from Investing Activities
Purchase of interest-earning time deposits		(1,317	)		(6,849	)
Redemption of interest-earning time deposits		2,026			1,604
Purchase of investment securities available for sale		(4,007	)		(3,319	)
Principal repayments on investment securities available for sale		759			705
Net increase in loans receivable		(98,034	)		(20,248	)
Purchase of Federal Home Loan Bank stock		(168	)		(454	)
Redemption of Federal Home Loan Bank stock		283			40
Proceeds from the sale of foreclosed real estate		1,611			-
Capitalized expenditures on other real estate owned		(268	)		(319	)
Purchase of premises and equipment		(281	)		(212	)
Net Cash Used in Investing Activities		(99,396	)		(29,052	)
Cash Flows from Financing Activities
Net increase in demand deposits, money markets, and savings accounts		55,594			1,191
Net increase in certificate accounts		15,991			9,048
Decrease in advances from borrowers for taxes and insurance		(993	)		(810	)
Proceeds from Federal Home Loan Bank short-term borrowings		4,000			9,000
Repayment of Federal Home Loan Bank short-term borrowings		(10,000	)		(9,000	)
Proceeds from Federal Home Loan Bank long-term borrowings		3,922			12,271
Repayment of Federal Home Loan Bank long-term borrowings		(1,000	)		(2,000	)
Proceeds from Federal Reserve Bank long-term borrowings		52,144			-
Repayment of Federal Reserve Bank long-term borrowings		(3,310	)		-
Dividends paid		(537	)		(496	)
Purchase of treasury stock		(181	)		(186	)
Proceeds from the reissuance of treasury stock		69			31
Proceeds from the exercise of stock options		102			190
Net Cash Provided by Financing Activities		115,801			19,239
Net Decrease in Cash and Cash Equivalents		(4,771	)		(20,506	)
Cash and Cash Equivalents – Beginning of Year		14,555			26,012
Cash and Cash Equivalents – End of Year	$	9,784		$	5,506
Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest	$	4,022		$	3,949
Cash payments for income taxes	$	260		$	739
Initial recognition of operating lease right-of use assets	$	632		$	1,366
Initial recognition of operating lease obligations	$	632		$	1,366

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Net Income	$	1,008,000	$	802,000	$	2,171,000	$	1,880,000

Weighted average shares outstanding – basic		1,982,697		1,966,003		1,975,111		1,953,367
Effect of dilutive common stock equivalents		28,118		45,572		35,537		46,427
Adjusted weighted average shares outstanding – diluted		2,010,815		2,011,575		2,010,648		1,999,794

Basic earnings per share	$	0.51	$	0.41	$	1.10	$	0.96
Diluted earnings per share	$	0.50	$	0.40	$	1.08	$	0.94