UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the Quarterly Period ended March 31, ~~2017~~2018


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

For transition period from to

Commission File Number 0-51331

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)



Maryland	75-3199276
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

15W060 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 894-6900

Not Applicable

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. At April ~~24, 2017,~~27, 2018, there were ~~18,379,256~~17,739,054 shares of Common Stock, $0.01 par value, outstanding.

BANKFINANCIAL CORPORATION

Form 10-Q

March 31, ~~2017~~2018

Table of Contents



		Page Number
	PART I

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2725
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	3938
Item 4.	Controls and Procedures	4039

	PART II
Item 1.	Legal Proceedings	4140
Item 1A.	Risk Factors	4140
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4140
Item 3.	Defaults Upon Senior Securities	4140
Item 4.	Mine Safety Disclosures	4140
Item 5.	Other Information	4140
Item 6.	Exhibits	4140

Signatures		4342

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share and per share data) - Unaudited


	March 31, 2017		December 31, 2016			March 31, 2018		December 31, 2017
Assets
Cash and due from other financial institutions	$	10,247	$	13,053		$	10,613	$	13,572
Interest-bearing deposits in other financial institutions	65,219		83,631			81,963		114,020
Cash and cash equivalents	75,466		96,684			92,576		127,592
Securities, at fair value	110,230		107,212			102,170		93,383
Loans receivable, net of allowance for loan losses: March 31, 2017, $7,971 and December 31, 2016, $8,127	1,319,287		1,312,952
Equity securities, at fair value						491		—
Loans receivable, net of allowance for loan losses: March 31, 2018, $8,341 and December 31, 2017, $8,366						1,277,553		1,314,651
Other real estate owned, net	5,301		3,895			1,802		2,351
Stock in Federal Home Loan Bank and Federal Reserve Bank, at cost	8,147		11,650
Stock in Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB"), at cost						8,290		8,290
Premises held-for-sale						5,581		5,667
Premises and equipment, net	31,149		31,413			24,628		24,856
Accrued interest receivable	4,478		4,381			4,900		4,619
Core deposit intangible	653		782			164		286
Bank owned life insurance	22,657		22,594			22,925		22,859
Deferred taxes	22,103		22,411			11,363		12,563
Other assets	4,002		6,063			7,486		8,441
Total assets	$	1,603,473	$	1,620,037		$	1,559,929	$	1,625,558

Liabilities
Deposits
Noninterest-bearing	$	234,415	$	249,539		$	232,593	$	234,354
Interest-bearing	1,094,867		1,089,851			1,045,414		1,105,697
Total deposits	1,329,282		1,339,390			1,278,007		1,340,051
Borrowings	52,046		51,069			60,983		60,768
Advance payments by borrowers for taxes and insurance	9,068		11,041			9,558		11,645
Accrued interest payable and other liabilities	11,056		13,757			13,029		15,460
Total liabilities	1,401,452		1,415,257			1,361,577		1,427,924

Stockholders’ equity
Preferred Stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding	—		—			—		—
Common Stock, $0.01 par value, 100,000,000 shares authorized; 18,440,440 shares issued at March 31, 2017 and 19,233,760 issued at December 31, 2016	184		192
Common Stock, $0.01 par value, 100,000,000 shares authorized; 17,877,223 shares issued at March 31, 2018 and 17,958,723 issued at December 31, 2017						178		179
Additional paid-in capital	161,265		173,047			152,489		153,811
Retained earnings	40,209		39,483			45,397		43,274
Unearned Employee Stock Ownership Plan shares	—		(8,318		)
Accumulated other comprehensive income	363		376			288		370
Total stockholders’ equity	202,021		204,780			198,352		197,634
Total liabilities and stockholders’ equity	$	1,603,473	$	1,620,037		$	1,559,929	$	1,625,558

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data) - Unaudited


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Interest and dividend income
Loans, including fees	$	12,760		$	12,347		$	13,820		$	12,760
Securities	349			314			464			349
Other	253			98			464			253
Total interest income	13,362			12,759			14,748			13,362
Interest expense
Deposits	1,180			787			1,525			1,180
Borrowings	96			69			202			96
Total interest expense	1,276			856			1,727			1,276
Net interest income	12,086			11,903			13,021			12,086
Provision for (recovery of) loan losses	161			(490		)	(258		)	161
Net interest income after provision for (recovery of) loan losses	11,925			12,393			13,279			11,925
Noninterest income
Deposit service charges and fees	529			567			978			950
Other fee income	481			495
Insurance commissions and annuities income	77			55
Gain on sale of loans, net	7			18
Gain on sale of securities (includes $46 accumulated other comprehensive income reclassifications for unrealized net gains on available for sale securities for the three months ended March 31, 2016)	—			46
Loan servicing fees	68			73
Amortization and impairment of servicing assets	(31		)	(31		)
Loan fee income							70			60
Commercial mortgage brokerage fees							41			—
Residential mortgage banking fees							30			44
Trust and insurance commissions and annuities income							213			249
Earnings on bank owned life insurance	63			51			66			63
Trust income	172			160
Other	178			160			141			178
Total noninterest income	1,544			1,594			1,539			1,544
Noninterest expense
Compensation and benefits	6,352			5,993			5,322			6,352
Office occupancy and equipment	1,622			1,647			1,731			1,622
Advertising and public relations	381			222			143			381
Information technology	753			724			641			753
Supplies, telephone, and postage	332			376			333			332
Amortization of intangibles	129			136			122			129
Nonperforming asset management	104			84			202			104
Operations of other real estate owned	213			376			161			213
FDIC insurance premiums	187			217			119			187
Other	1,193			1,155			1,185			1,193
Total noninterest expense	11,266			10,930			9,959			11,266
Income before income taxes	2,203			3,057			4,859			2,203
Income tax expense	322			1,153			1,300			322
Net income	$	1,881		$	1,904		$	3,559		$	1,881
Basic earnings per common share	$	0.10		$	0.10		$	0.20		$	0.10
Diluted earnings per common share	$	0.10		$	0.10		$	0.20		$	0.10
Weighted average common shares outstanding	18,642,054			19,428,551			17,930,639			18,642,054
Diluted weighted average common shares outstanding	18,647,516			19,431,490			17,931,100			18,647,516

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) - Unaudited


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Net income	$	1,881		$	1,904		$	3,559		$	1,881
Unrealized holding loss arising during the period	(20		)	(22		)	(104		)	(20		)
Tax effect	7			8			22			7
Net of tax	(13		)	(14		)	(82		)	(13		)
Reclassification adjustment for gain included in net income	—			(46		)
Tax effect, included in income tax expense	—			18
Reclassification adjustment for gain included in net income, net of tax	—			(28		)
Other comprehensive loss	(13		)	(42		)
Comprehensive income	$	1,868		$	1,862		$	3,477		$	1,868

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except per share data) - Unaudited


	Common Stock			Additional Paid-in Capital			Retained Earnings			Unearned Employee Stock Ownership Plan Shares			Accumulated Other Comprehen-sive Income			Total
Balance at January 1, 2016	$	203		$	184,797		$	36,114		$	(9,297	)	$	547		$	212,364
Net income	—			—			1,904			—			—			1,904
Other comprehensive loss, net of tax	—			—			—			—			(42		)	(42		)
Repurchase and retirement of common stock (357,817 shares)	(4		)	(4,389		)	—			—			—			(4,393		)
Nonvested stock awards-stock-based compensation expense	—			377			—			—			—			377
Cash dividends declared on common stock ($0.05 per share)	—			—			(1,010		)	—			—			(1,010		)
ESOP shares earned	—			45			—			243			—			288
Balance at March 31, 2016	$	199		$	180,830		$	37,008		$	(9,054	)	$	505		$	209,488
																			Common Stock			Additional Paid-in Capital			Retained Earnings			Unearned Employee Stock Ownership Plan Shares			Accumulated Other Comprehen-sive Income			Total
Balance at January 1, 2017	$	192		$	173,047		$	39,483		$	(8,318	)	$	376		$	204,780		$	192		$	173,047		$	39,483		$	(8,318	)	$	376		$	204,780
Net income	—			—			1,881			—			—			1,881			—			—			1,881			—			—			1,881
Other comprehensive loss, net of tax	—			—			—			—			(13		)	(13		)	—			—			—			—			(13		)	(13		)
Net exercise of stock options (192,215 shares)	2			(1,220		)	—			—			—			(1,218		)	2			(1,220		)	—			—			—			(1,218		)
Prepayment of ESOP Share Acquisition Loan	(8		)	(7,185		)	—			8,318			—			1,125			(8		)	(7,185		)				8,318			—			1,125
Repurchase and retirement of common stock (232,045 shares)	(2		)	(3,377		)	—			—			—			(3,379		)	(2		)	(3,377		)	—			—			—			(3,379		)
Cash dividends declared on common stock ($0.06 per share)	—			—			(1,155		)	—			—			(1,155		)	—			—			(1,155		)	—			—			(1,155		)
Balance at March 31, 2017	$	184		$	161,265		$	40,209		$	—		$	363		$	202,021		$	184		$	161,265		$	40,209		$	—		$	363		$	202,021

Balance at January 1, 2018																			$	179		$	153,811		$	43,274		$	—		$	370		$	197,634
Net income																			—			—			3,559			—			—			3,559
Other comprehensive loss, net of tax																			—			—			—			—			(82		)	(82		)
Repurchase and retirement of common stock (81,500 shares)																			(1		)	(1,322		)	—			—			—			(1,323		)
Cash dividends declared on common stock ($0.08 per share)																			—			—			(1,436		)	—			—			(1,436		)
Balance at March 31, 2018																			$	178		$	152,489		$	45,397		$	—		$	288		$	198,352

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - Unaudited


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Cash flows from operating activities
Net income	$	1,881		$	1,904		$	3,559		$	1,881
Adjustments to reconcile to net income to net cash from operating activities
Provision for (recovery of) loan losses	161			(490		)	(258		)	161
Prepayment of ESOP Share Acquisition Loan	1,125			—			—			1,125
ESOP shares earned	—			288
Stock–based compensation expense	—			377
Depreciation and amortization	958			939			916			958
Amortization of premiums and discounts on securities and loans	(65		)	(37		)	3			(65		)
Amortization of core deposit intangible	129			136			122			129
Amortization of servicing assets	31			31			27			31
Net change in net deferred loan origination costs	129			(40		)	36			129
Net loss on sale of other real estate owned	16			38
Loss on sale of other real estate owned							21			16
Net gain on sale of loans	(7		)	(18		)	—			(7		)
Net gain on sale of securities	—			(46		)
Loans originated for sale	(239		)	(360		)	—			(239		)
Proceeds from sale of loans	246			378			—			246
Other real estate owned valuation adjustments	20			119			25			20
Net change in:
Accrued interest receivable	(97		)	(120		)	(281		)	(97		)
Earnings on bank owned life insurance	(63		)	(51		)	(66		)	(63		)
Other assets	1,834			2,198			2,037			1,834
Accrued interest payable and other liabilities	(2,701		)	(218		)	(2,431		)	(2,701		)
Net cash from operating activities	3,358			5,028			3,710			3,358
Cash flows from investing activities
Securities
Proceeds from maturities	13,623			17,453			27,499			13,623
Proceeds from principal repayments	637			1,126			1,030			637
Proceeds from sales of securities	—			46
Purchases of securities	(17,302		)	(15,293		)	(37,923		)	(17,302		)
Loans receivable
Loan participations sold	1,615			—			—			1,615
Principal payments on loans receivable	136,090			106,840			226,439			136,090
Purchase of loans	(20,406		)	—			—			(20,406		)
Originated for investment	(125,813		)	(106,884		)	(189,659		)	(125,813		)
Proceeds of redemption of Federal Home Loan Bank of Chicago stock	3,514			—
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock	(11		)	—
Proceeds of redemption of FHLB stock							—			3,514
Purchase of FHLB and FRB stock							—			(11		)
Proceeds from sale of other real estate owned	494			1,290			713			494
Purchase of premises and equipment, net	(179		)	(96		)	(150		)	(179		)
Net cash from (used in) investing activities	(7,738		)	4,482			27,949			(7,738		)

Continued

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - Unaudited


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Cash flows from financing activities
Net change in deposits	$	(10,108	)	$	51,770		$	(62,044	)	$	(10,108	)
Net change in borrowings	977			(46,697		)	215			977
Net change in advance payments by borrowers for taxes and insurance	(1,973		)	(2,614		)	(2,087		)	(1,973		)
Repurchase and retirement of common stock	(3,379		)	(4,393		)	(1,323		)	(3,379		)
Cash dividends paid on common stock	(1,155		)	(1,010		)	(1,436		)	(1,155		)
Shares retired for tax liability	(1,200		)	—			—			(1,200		)
Net cash used in financing activities	(16,838		)	(2,944		)	(66,675		)	(16,838		)
Net change in cash and cash equivalents	(21,218		)	6,566			(35,016		)	(21,218		)
Beginning cash and cash equivalents	96,684			59,377			127,592			96,684
Ending cash and cash equivalents	$	75,466		$	65,943		$	92,576		$	75,466

Supplemental disclosures of cash flow information:
Interest paid	$	1,243		$	766		$	1,694		$	1,243
Income taxes paid	1			60			43			1
Loans transferred to other real estate owned	1,936			65			562			1,936

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois (the “Company”), is the owner of all of the issued and outstanding capital stock of BankFinancial, NA (the “Bank”). The interim unaudited consolidated financial statements include the accounts of and transactions of BankFinancial Corporation, the Bank, and the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BFBFIN Asset Recovery ~~Corporation~~Company, LLC (collectively, “the Company”), and reflect all normal and recurring adjustments that are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. Such adjustments are the only adjustments reflected in the accompanying financial statements. All significant intercompany accounts and transactions have been eliminated. The results of operations for the ~~three month~~three-month period ended March 31, ~~2017~~2018 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2017.~~2018 or for any other period.

Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ.

Reclassifications: Certain reclassifications have been made in the prior period’s financial statements to conform them to the current period’s presentation.

These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, as filed with the Securities and Exchange Commission.

Recent Accounting Pronouncements

In May 2014, the FASB issued an update (ASU No. 2014-09, Revenue from Contracts with Customers) creating FASB Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The amendments in this update ~~become~~became effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. We ~~are currently evaluating~~have evaluated the impact of adopting the ~~new guidance on the consolidated financial statements. Our preliminary finding is~~update and have concluded that ~~the new pronouncement will~~it does not have a significant impact to our consolidated financial statements. The Company’s revenue streams that are in-scope from the update include: financed OREO sales; deposit fees, including ATM fees, overdraft fees, maintenance fees and dormancy fees; debit card fees, and trust fees. For the in-scope revenue streams, our current revenue recognition is not different than our prior revenue recognition under the update. The Company has infrequently financed an OREO sale. Our customer contracts generally do not have performance obligations and fees are assessed and collected as the transaction occurs. The Company’s fee income is not material for any individual income streams. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue stream; as such, no cumulative effect adjustment was recorded. Refer to Note 8 - Revenue for Contracts with Customers for further discussion on the ~~consolidated financial statements as~~Company's accounting policies for revenue sources within the ~~majority~~scope of ~~our business transactions will not be subject to this pronouncement.~~ASC 606.

OnIn January 5, 2016, the FASB issued an update (ASU No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities). The new guidance is intended to improve the recognition and measurement of financial instruments by requiring: equity investments (other than equity method or consolidation) to be measured at fair value with changes in fair value recognized in net income; public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; separate presentation of financial assets and financial liabilities by measurement category and form of financial assets (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; eliminating the requirement for non-public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is to be required to be disclosed for financial instruments measured at amortized

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from the change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance isbecame effective for public business entities for fiscal years beginning after December 15, 2017. ~~We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements. Our preliminary finding is that the~~The new pronouncement ~~will~~does not have a significant impact on our Statement of ~~Operations.~~

~~Table~~Operations, as we only have one equity security that was valued at $491,000 and $499,000 at March 31, 2018 and December 31, 2017, respectively. The equity security is reported separately on the Statement of ~~Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ ~~(continued)~~

~~The pronouncement will require some revision to our disclosures within~~Condition as a result the ~~consolidated financial statements and we are currently evaluating the impact.~~adoption of this pronouncement.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Our preliminary finding is that the new pronouncement will not have a significant impact on our consolidated financial statements as the projected minimum lease payments under existing leases subject to the new pronouncement are less than one percent of our current total assets.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 was effective January 1, 2017. This new pronouncement reduces the effective tax rate reported as existing vested stock options are exercised. The amount of the impact on the effective tax rate is determined by the number of stock options exercised and the stock price of the Company when the stock options are exercised. Excess tax benefits and deficiencies are recorded in the tax expense.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). These amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Our initial review indicates that we have maintained sufficient historical loan data to support the requirements of this pronouncement. In addition, we have begun tracking the average life of the various segments of our loan portfolio. We are currently evaluating various loss methodologies to determine their correlation to our various loan ~~categories~~categories' historical performance.

In March of 2017, the FASB issued ASU No. 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). This guidance shortens the amortization period for premiums on certain callable debt securities to the earliest call date (with an explicit, noncontingent call feature that is callable at a fixed price and on a preset dates), rather than contractual maturity date as currently required under GAAP. The ASU does not impact instruments without preset call dates such as mortgage-backed securities. For instruments with contingent call features, once the contingency is resolved and the security is callable at a fixed price and preset date, the security is within the scope of the ASU. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption is permitted. ~~Accordingly, effective~~Effective January of 2017, we early adopted the pronouncement. Adoption of the new pronouncement was immaterial to the consolidated financial statements.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 2 - 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~~BankFinancial, NA Employee Stock Ownership Plan (the "ESOP") shares in 2017 and unvested restricted stock shares. Stock options and restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent that they would have a dilutive effect if converted to common stock.


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Net income available to common stockholders	$	1,881		$	1,904		$	3,559		$	1,881
Average common shares outstanding	19,243,941			20,155,541			17,931,579			19,243,941
Less:
Unearned ESOP shares	(600,947		)	(719,109		)	—			(600,947		)
Unvested restricted stock shares	(940		)	(7,881		)	(940		)	(940		)
Weighted average common shares outstanding	18,642,054			19,428,551			17,930,639			18,642,054
Add - Net effect of dilutive unvested restricted stock	5,462			2,939			461			5,462
Diluted weighted average common shares outstanding	18,647,516			19,431,490			17,931,100			18,647,516
Basic earnings per common share	$	0.10		$	0.10		$	0.20		$	0.10
Diluted earnings per common share	$	0.10		$	0.10		$	0.20		$	0.10
Number of antidilutive stock options excluded from the diluted earnings per share calculation	—			1,752,156
Weighted average exercise price of anti-dilutive option shares	$	—		$	12.30

NOTE 3 - SECURITIES

The fair value of securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income are shown below.


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
March 31, 2017
March 31, 2018
Certificates of deposit										$	86,340	$	—	$	—		$	86,340
Mortgage-backed securities - residential										11,146		441		(43		)	11,544
Collateralized mortgage obligations - residential										4,272		16		(11		)	4,277
SBA-guaranteed loan participation certificates										9		—		—			9
										$	101,767	$	457	$	(54	)	$	102,170
December 31, 2017
Certificates of deposit	$	89,926	$	—	$	—		$	89,926	$	75,916	$	—	$	—		$	75,916
Equity mutual fund	500		—		(1		)	499		500		—		(1		)	499
Mortgage-backed securities - residential	13,907		622		(20		)	14,509		11,969		520		(17		)	12,472
Collateralized mortgage obligations - residential	5,293		15		(27		)	5,281		4,481		16		(11		)	4,486
SBA-guaranteed loan participation certificates	15		—		—			15		10		—		—			10
	$	109,641	$	637	$	(48	)	$	110,230	$	92,876	$	536	$	(29	)	$	93,383
December 31, 2016
Certificates of deposit	$	85,938	$	—	$	—		$	85,938
Equity mutual fund	500		—		(1		)	499
Mortgage-backed securities - residential	14,561		644		(21		)	15,184
Collateralized mortgage obligations - residential	5,587		15		(28		)	5,574
SBA-guaranteed loan participation certificates	17		—		—			17
	$	106,603	$	659	$	(50	)	$	107,212

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 3 - SECURITIES (continued)

The mortgage-backed securities and collateralized mortgage obligations reflected in the preceding table were issued by U.S. government-sponsored entities or agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the government has affirmed its commitment to support. All securities reflected in the preceding table were classified as available-for-sale at March 31, ~~2017~~2018 and December 31, ~~2016.~~2017.

The amortized cost and fair values of securities by contractual maturity are shown below. Securities not due at a single maturity date are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2017				March 31, 2018
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	89,926	$	89,926	$	86,340	$	86,340
Equity mutual fund	500		499
Mortgage-backed securities - residential	13,907		14,509		11,146		11,544
Collateralized mortgage obligations - residential	5,293		5,281		4,272		4,277
SBA-guaranteed loan participation certificates	15		15		9		9
	$	109,641	$	110,230	$	101,767	$	102,170

~~Sales~~There were no sales of securities ~~were as follows:~~for the periods ended March 31, 2018 and 2017.

Three Months Ended
March 31,
2017 2016
Proceeds $ —
$ 46
Gross gains —
46

Securities with unrealized losses not recognized in income are as follows:


	Less than 12 Months					12 Months or More					Total					Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
March 31, 2017
Equity Mutual Fund	$	499	$	(1	)	$	—	$	—		$	499	$	(1	)
March 31, 2018
Mortgage-backed securities - residential	1,179		(20		)	—		—			1,179		(20		)	$	—	$	—		$	1,111	$	(43	)	$	1,111	$	(43	)
Collateralized mortgage obligations - residential	2,720		(17		)	976		(10		)	3,696		(27		)	—		—			1,983		(11		)	1,983		(11		)
	$	4,398	$	(38	)	$	976	$	(10	)	$	5,374	$	(48	)	$	—	$	—		$	3,094	$	(54	)	$	3,094	$	(54	)

December 31, 2016
Equity Mutual Fund	$	499	$	(1	)	$	—	$	—		$	499	$	(1	)
December 31, 2017
Equity mutual fund																$	499	$	(1	)	$	—	$	—		$	499	$	(1	)
Mortgage-backed securities - residential	1,187		(21		)	—		—			1,187		(21		)	—		—			1,149		(17		)	1,149		(17		)
Collateralized mortgage obligations - residential	3,691		(18		)	1,028		(10		)	4,719		(28		)	—		—			2,083		(11		)	2,083		(11		)
	$	5,377	$	(40	)	$	1,028	$	(10	)	$	6,405	$	(50	)	$	499	$	(1	)	$	3,232	$	(28	)	$	3,731	$	(29	)

The Company evaluates marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 3 - SECURITIES~~ ~~(continued)~~

that if a marketable security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.

Certain mortgage-backed securities and collateralized mortgage obligations that the Company holds in its investment portfolio were in an unrealized loss position at March 31, ~~2017,~~2018, but the unrealized losses were not considered significant under the Company’s impairment testing methodology. In addition, the Company does not intend to sell these securities, and it is likely that the Company will not be required to sell these securities before their anticipated recovery occurs.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE

Loans receivable are as follows:


	March 31, 2017			December 31, 2016			March 31, 2018			December 31, 2017
One-to-four family residential real estate	$	122,310		$	135,218		$	92,056		$	97,814
Multi-family mortgage	549,829			542,887			578,144			588,383
Nonresidential real estate	179,896			182,152			163,856			169,971
Construction and land	1,354			1,302			1,328			1,358
Commercial loans	105,671			103,063			162,564			152,552
Commercial leases	364,768			352,539			285,222			310,076
Consumer	1,896			2,255			1,494			1,597
	1,325,724			1,319,416			1,284,664			1,321,751
Net deferred loan origination costs	1,534			1,663			1,230			1,266
Allowance for loan losses	(7,971		)	(8,127		)	(8,341		)	(8,366		)
Loans, net	$	1,319,287		$	1,312,952		$	1,277,553		$	1,314,651

The following tables present the balance in the allowance for loan losses and the loans receivable by portfolio segment and based on impairment method:


	Allowance for loan losses						Loan Balances							Allowance for loan losses						Loan Balances
	Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total			Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total
March 31, 2017
March 31, 2018
One-to-four family residential real estate	$	—	$	993	$	993	$	4,869	$	117,441	$	122,310		$	—	$	765	$	765	$	3,576	$	88,480	$	92,056
Multi-family mortgage	—		3,704		3,704		703		549,126		549,829			—		3,866		3,866		947		577,197		578,144
Nonresidential real estate	—		1,732		1,732		—		179,896		179,896			—		1,577		1,577		—		163,856		163,856
Construction and land	—		33		33		—		1,354		1,354			—		32		32		—		1,328		1,328
Commercial loans	—		807		807		—		105,671		105,671			—		1,441		1,441		—		162,564		162,564
Commercial leases	—		685		685		—		364,768		364,768			—		650		650		—		285,222		285,222
Consumer	—		17		17		—		1,896		1,896			—		10		10		—		1,494		1,494
	$	—	$	7,971	$	7,971	$	5,572	$	1,320,152	1,325,724			$	—	$	8,341	$	8,341	$	4,523	$	1,280,141	1,284,664
Net deferred loan origination costs	Net deferred loan origination costs										1,534			Net deferred loan origination costs										1,230
Allowance for loan losses	Allowance for loan losses										(7,971		)	Allowance for loan losses										(8,341		)
Loans, net											$	1,319,287												$	1,277,553

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)


	Allowance for loan losses						Loan Balances							Allowance for loan losses						Loan Balances
	Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total			Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total
December 31, 2016
December 31, 2017
One-to-four family residential real estate	$	—	$	1,168	$	1,168	$	4,962	$	130,256	$	135,218		$	—	$	850	$	850	$	4,265	$	93,549	$	97,814
Multi-family mortgage	—		3,647		3,647		787		542,100		542,887			—		3,849		3,849		949		587,434		588,383
Nonresidential real estate	26		1,768		1,794		260		181,892		182,152			—		1,605		1,605		—		169,971		169,971
Construction and land	—		32		32		—		1,302		1,302			—		32		32		—		1,358		1,358
Commercial loans	—		733		733		—		103,063		103,063			—		1,357		1,357		—		152,552		152,552
Commercial leases	—		714		714		—		352,539		352,539			—		655		655		—		310,076		310,076
Consumer	—		39		39		—		2,255		2,255			—		18		18		—		1,597		1,597
	$	26	$	8,101	$	8,127	$	6,009	$	1,313,407	1,319,416			$	—	$	8,366	$	8,366	$	5,214	$	1,316,537	1,321,751
Net deferred loan origination costs	Net deferred loan origination costs										1,663			Net deferred loan origination costs										1,266
Allowance for loan losses	Allowance for loan losses										(8,127		)	Allowance for loan losses										(8,366		)
Loans, net											$	1,312,952												$	1,314,651

Activity in the allowance for loan losses is as follows:


	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Beginning balance	$	8,127		$	9,691		$	8,366		$	8,127
Loans charged off:
One-to-four family residential real estate	(171		)	(52		)	(97		)	(171		)
Multi-family mortgage	(3		)	(45		)	—			(3		)
Nonresidential real estate	(165		)	(3		)	—			(165		)
Consumer	—			(16		)
	(339		)	(116		)	(97		)	(339		)
Recoveries:
One-to-four family residential real estate	6			81			99			6
Multi-family mortgage	11			137			8			11
Construction and land	—			35
Commercial loans	5			77			223			5
Consumer	—			1
	22			331			330			22
Net recoveries (charge-offs)	(317		)	215			233			(317		)
Provision for (recovery of) loan losses	161			(490		)	(258		)	161
Ending balance	$	7,971		$	9,416		$	8,341		$	7,971

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Impaired loans

Several of the following disclosures are presented by “recorded investment,” which the FASB defines as “the amount of the investment in a loan, which is not net of a valuation allowance, but which does reflect any direct write-down of the investment.” The following represents the components of recorded investment:

Loan principal balance

Less unapplied payments

Plus negative unapplied balance

Less escrow balance

Plus negative escrow balance

Plus unamortized net deferred loan costs

Less unamortized net deferred loan fees

Plus unamortized premium

Less unamortized discount

Less previous charge-offs

Plus recorded accrued interest

Less reserve for uncollected interest

= Recorded investment

The following tables present loans individually evaluated for impairment by class of loans:


									Three months ended March 31, 2017												Three months ended March 31, 2018
	Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized		Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized
March 31, 2017
March 31, 2018
With no related allowance recorded:
One-to-four family residential real estate	$	5,146	$	4,250	$	871	$	—	$	4,453	$	19	$	4,211	$	3,556	$	651	$	—	$	4,002	$	15
One-to-four family residential real estate - non-owner occupied	624		588		60		—		634		—
Multi-family mortgage - Illinois	704		706		—		—		727		10		952		950		—		—		952		11
	$	6,474	$	5,544	$	931	$	—	$	5,814	$	29	$	5,163	$	4,506	$	651	$	—	$	4,954	$	26

Year ended
December 31, 2016

Loan
Balance

Recorded
Investment
Partial Charge-off
Allowance
for Loan
Losses
Allocated

Average
Investment
in Impaired
Loans

Interest
Income
Recognized
December 31, 2016
With no related allowance recorded:
One-to-four family residential real estate $ 5,379
$ 4,548
$ 886
$ —
$ 2,947
$ 70
One-to-four family residential real estate - non-owner occupied 503
386
119
—
251
9
Multi-family mortgage - Illinois 787
787
—
—
980
41
6,669
5,721
1,005
—
4,178
120
With an allowance recorded:
Nonresidential real estate 262
260
21
26
164
—
262
260
21
26
164
—
$ 6,931
$ 5,981
$ 1,026
$ 26
$ 4,342
$ 120



									Year ended December 31, 2017
	Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized
December 31, 2017
With no related allowance recorded:
One-to-four family residential real estate	$	5,049	$	4,248	$	806	$	—	$	4,212	$	197
Multi-family mortgage - Illinois	958		948		—		—		847		41
	$	6,007	$	5,196	$	806	$	—	$	5,059	$	238

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Nonaccrual Loans

The following tables present the recorded investment in nonaccrual loans and loans past due over 90 days still on accrual by class of loans:


	Loan Balance		Recorded Investment		Loans Past Due Over 90 Days, Still Accruing		Loan Balance		Recorded Investment		Loans Past Due Over 90 Days, Still Accruing
March 31, 2017
March 31, 2018
One-to-four family residential real estate	$	2,049	$	1,724	$	—	$	1,675	$	1,543	$	—
One-to-four family residential real estate – non-owner occupied	550		572		—		86		46		—
Multi-family mortgage - Illinois	158		106		—		375		369		—
	$	2,757	$	2,402	$	—	$	2,136	$	1,958	$	—
December 31, 2016
December 31, 2017
One-to-four family residential real estate	$	2,861	$	2,483	$	—	$	3,413	$	1,918	$	—
One-to-four family residential real estate – non-owner occupied	428		368		—		308		109		—
Multi-family mortgage - Illinois	187		185		—		376		363		—
Nonresidential real estate	262		260		—
	$	3,738	$	3,296	$	—	$	4,097	$	2,390	$	—

Nonaccrual loans and impaired loans are defined differently. Some loans may be included in both categories, and some loans may only be included in one category. Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The Company’s reserve for uncollected loan interest was $~~208,000~~76,000 and ~~$199,000~~$103,000 at March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. When a loan is on nonaccrual status and the ultimate collectability of the total principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. Alternatively, when a loan is on non-accrual status but there is doubt concerning only the ultimate collectability of interest, contractual interest is credited to interest income only when received, under the cash basis method pursuant to the provisions of FASB ASC 310–10, as applicable. In all cases, the average balances are calculated based on the month–end balances of the financing receivables within the period reported pursuant to the provisions of FASB ASC 310–10, as applicable.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Past Due Loans

The following tables present the aging of the recorded investment of loans at March 31, ~~2017~~2018 by class of loans:


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total		30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
One-to-four family residential real estate loans	$	881	$	51	$	1,597	$	2,529	$	88,704	$	91,233	$	1,875	$	58	$	1,398	$	3,331	$	68,216	$	71,547
One-to-four family residential real estate loans – non-owner occupied	471		3		573		1,047		29,452		30,499		368		10		46		424		19,676		20,100
Multi-family mortgage - Illinois	1,415		—		106		1,521		293,113		294,634		268		—		271		539		273,950		274,489
Multi-family mortgage - Other	—		—		—		—		252,197		252,197		—		—		—		—		299,725		299,725
Nonresidential real estate	—		—		—		—		177,998		177,998		940		—		—		940		161,265		162,205
Construction	—		—		—		—		1,025		1,025		—		—		—		—		1,096		1,096
Land	—		—		—		—		327		327		—		—		—		—		234		234
Commercial loans:
Regional commercial banking	—		—		—		—		41,149		41,149		—		—		—		—		48,160		48,160
Health care	—		—		—		—		35,957		35,957		—		—		—		—		69,980		69,980
Direct commercial lessor	—		—		—		—		28,779		28,779		—		—		—		—		44,939		44,939
Commercial leases:
Investment rated commercial leases	1,487		—		—		1,487		279,408		280,895		1,727		152		—		1,879		185,386		187,265
Other commercial leases	140		—		—		140		85,711		85,851		572		255		—		827		98,900		99,727
Consumer	5		—		—		5		1,899		1,904		—		22		—		22		1,481		1,503
	$	4,399	$	54	$	2,276	$	6,729	$	1,315,719	$	1,322,448	$	5,750	$	497	$	1,715	$	7,962	$	1,273,008	$	1,280,970

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

The following tables present the aging of the recorded investment of loans at December 31, ~~2016~~2017 by class of loans:


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total		30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
One-to-four family residential real estate loans	$	984	$	335	$	2,235	$	3,554	$	92,665	$	96,219	$	86	$	99	$	1,801	$	1,986	$	74,216	$	76,202
One-to-four family residential real estate loans – non-owner occupied	664		114		368		1,146		37,179		38,325		10		3		86		99		20,944		21,043
Multi-family mortgage - Illinois	605		439		184		1,228		294,223		295,451		172		—		364		536		287,171		287,707
Multi-family mortgage - Other	—		—		—		—		243,944		243,944		—		—		—		—		296,440		296,440
Nonresidential real estate	—		—		260		260		178,644		178,904		608		—		—		608		166,071		166,679
Construction	—		—		—		—		950		950		—		—		—		—		1,103		1,103
Land	—		—		—		—		349		349		—		—		—		—		259		259
Commercial loans:
Regional commercial banking	—		—		—		—		36,086		36,086		—		—		—		—		40,935		40,935
Health care	—		—		—		—		35,455		35,455		—		—		—		—		71,738		71,738
Direct commercial lessor	—		—		—		—		31,847		31,847		—		—		—		—		40,237		40,237
Commercial leases:
Investment rated commercial leases	51		—		—		51		269,430		269,481		934		—		—		934		207,747		208,681
Other commercial leases	—		—		—		—		84,988		84,988		288		—		—		288		102,873		103,161
Consumer	—		—		—		—		2,263		2,263		—		—		—		—		1,605		1,605
	$	2,304	$	888	$	3,047	$	6,239	$	1,308,023	$	1,314,262	$	2,098	$	102	$	2,251	$	4,451	$	1,311,339	$	1,315,790

Troubled Debt Restructurings

The Company evaluates loan extensions or modifications in accordance with FASB ASC 310–40 with respect to the classification of the loan as a Troubled Debt Restructuring ("TDR"). In general, if the Company grants a loan extension or modification to a borrower for other than an insignificant period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or other concession intended to minimize the economic loss to the Company, the loan extension or loan modification is classified as a TDR. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as for impaired loans as noted above.

The Company had $17,000 of TDRs at March 31, ~~2017, compared to $341,000 at~~2018 and December 31, ~~2016.~~2017. No specific valuation reserves were allocated to those loans at March 31, ~~2017~~2018 and December 31, ~~2016.~~2017. The Company had no outstanding commitments to borrowers whose loans were classified as TDRs at either date. ~~During the first quarter of 2017, six loans totaling $324,000 were declassified as TDRs as they successfully met the criteria for removal from TDR status.~~

The following table presents loans classified as TDRs:

March 31, 2017 December 31, 2016
One-to-four family residential real estate $ —
$ 205
Troubled debt restructured loans – accrual loans —
205
One-to-four family residential real estate 17
136
Troubled debt restructured loans – nonaccrual loans 17
136
Total troubled debt restructured loans $ 17
$ 341



	March 31, 2018		December 31, 2017
One-to-four family residential real estate - nonaccrual	$	17	$	17

During the three months ended March 31, 2018 and 2017, there were no loans modified and classified as TDRs. ~~During~~

A TDR is considered to be in payment default once it is 90 days contractually past due under the modified terms.

There were no payment defaults on TDRs during the three months ended March 31, ~~2016,~~2018 and 2017 within twelve months following the ~~terms of certain loans were modified and classified as TDRs. The modification of the terms of such~~modification.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.

~~The following tables present TDR activity:~~

Three Months Ended March 31,
2017 2016

Number
of loans

Pre-
Modification
outstanding
recorded
investment

Post-
Modification
outstanding
recorded
investment

Number
of loans

Pre-
Modification
outstanding
recorded
investment

Post-
Modification
outstanding
recorded
investment
One-to-four family residential real estate —
$ —
$ —
1
$ 63
$ 63

Due to
reduction in
interest rate Due to
extension of
maturity date Due to
permanent
reduction in
recorded
investment Total
For the Three Months Ended March 31, 2016
One-to-four family residential real estate $ —
$ 63
$ —
$ 63

~~The TDRs described above had~~There were no ~~impact on interest income, resulted in no change to the allowance for~~ loan ~~losses allocated and resulted in no charge-offs for the three months ended March 31, 2016.~~

~~The following table presents TDRs for which there was a payment default~~modifications during the three months ended March 31, ~~2017 and 2016 within twelve months following the modification.~~

2017 2016

Number
of loans

Recorded
investment

Number
of loans

Recorded
investment
One-to-four family residential real estate 1
$ 17
2
$ 42

~~A TDR is considered to be in payment default once it is 90 days contractually past due under the modified terms.~~

~~The TDRs for which there was a payment default resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs during the three months ended March 31, 2017 and 2016.~~

2018. There were certain ~~other~~ loan modifications during the three months ended March 31, 2017 that did not meet the definition of a TDR. These loans had a total recorded investment of $133,000 at March 31, 2017. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant. ~~There were no other loan modifications for the three months ended March 31, 2016.~~

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

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans based on credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Company uses the following definitions for risk ratings:

Special Mention. A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 4 - LOANS RECEIVABLE~~ ~~(continued)~~

institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

Substandard. Loans categorized as Substandard continue to accrue interest, but exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. The loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time. The risk rating guidance published by the Office of the Comptroller of the Currency clarifies that a loan with a well-defined weakness does not have to present a probability of default for the loan to be rated Substandard, and that an individual loan’s loss potential does not have to be distinct for the loan to be rated Substandard.

Nonaccrual. An asset classified Nonaccrual has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. ~~The loans were placed on nonaccrual status.~~

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

~~As of March 31, 2017, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:~~

Pass
Special
Mention
Substandard Nonaccrual Total
One-to-four family residential real estate loans $ 89,198
$ —
$ 685
$ 1,724
$ 91,607
One-to-four family residential real estate loans – non-owner occupied 30,089
—
41
573
30,703
Multi-family mortgage loans - Illinois 295,523
—
769
107
296,399
Multi-family mortgage loans - Other 253,430
—
—
—
253,430
Nonresidential real estate loans 179,788
—
108
—
179,896
Construction loans 1,022
—
—
—
1,022
Land loans 332
—
—
—
332
Commercial loans:
Regional commercial banking 41,066
—
14
—
41,080
Health care 35,948
—
—
—
35,948
Direct commercial lessor 28,643
—
—
—
28,643
Commercial leases:

Investment rated commercial leases 279,345
—
—
—
279,345
Other commercial leases 85,423
—
—
—
85,423
Consumer 1,896
—
—
—
1,896

$ 1,321,703
$ —
$ 1,617
$ 2,404
$ 1,325,724

1817

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

As of March 31, 2018, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:



	Pass		Special Mention		Substandard		Nonaccrual		Total
One-to-four family residential real estate loans	$	70,004	$	—	$	323	$	1,539	$	71,866
One-to-four family residential real estate loans – non-owner occupied	20,105		—		39		46		20,190
Multi-family mortgage loans - Illinois	275,552		—		222		370		276,144
Multi-family mortgage loans - Other	302,000		—		—		—		302,000
Nonresidential real estate loans	163,707		—		149		—		163,856
Construction loans	1,093		—		—		—		1,093
Land loans	235		—		—		—		235
Commercial loans:
Regional commercial banking	43,467		4,644		—		—		48,111
Health care	67,669		—		2,258		—		69,927
Direct commercial lessor	44,526		—		—		—		44,526
Commercial leases:
Investment rated commercial leases	186,052		—		—		—		186,052
Other commercial leases	99,170		—		—		—		99,170
Consumer	1,494		—		—		—		1,494
	$	1,275,074	$	4,644	$	2,991	$	1,955	$	1,284,664

As of December 31, ~~2016,~~2017, the risk categories of loans by class of loans are as follows:


	Pass		Special Mention		Substandard		Nonaccrual		Total		Pass		Special Mention		Substandard		Nonaccrual		Total
One-to-four family residential real estate loans	$	93,514	$	—	$	629	$	2,486	$	96,629	$	74,437	$	—	$	255	$	1,914	$	76,606
One-to-four family residential real estate loans – non-owner occupied	38,179		—		41		369		38,589		21,059		—		40		109		21,208
Multi-family mortgage loans - Illinois	297,826		122		1,048		187		299,183		290,765		—		225		368		291,358
Multi-family mortgage loans - Other	243,704		—		—		—		243,704		297,025		—		—		—		297,025
Nonresidential real estate loans	180,047		—		1,845		260		182,152		169,817		—		154		—		169,971
Construction loans	946		—		—		—		946		1,099		—		—		—		1,099
Land loans	356		—		—		—		356		259		—		—		—		259
Commercial loans:
Regional commercial banking	35,944		—		66		—		36,010		36,373		4,528		—		—		40,901
Health care	35,372		—		—		—		35,372		69,480		—		2,248		—		71,728
Direct commercial lessor	30,881		800		—		—		31,681		39,923		—		—		—		39,923
Commercial leases:
Investment rated commercial leases	268,022		—		—		—		268,022		207,460		—		—		—		207,460
Other commercial leases	84,356		161		—		—		84,517		102,616		—		—		—		102,616
Consumer	2,255		—		—		—		2,255		1,597		—		—		—		1,597
	$	1,311,402	$	1,083	$	3,629	$	3,302	$	1,319,416	$	1,311,910	$	4,528	$	2,922	$	2,391	$	1,321,751

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 5 - OTHER REAL ESTATE OWNED

Real estate that is acquired through foreclosure or a deed in lieu of foreclosure is classified as other real estate owned ("OREO") until it is sold. When real estate is acquired through foreclosure or by deed in lieu of foreclosure, it is recorded at its fair value, less the estimated costs of disposal. If the fair value of the property is less than the loan balance, the difference is charged against the allowance for loan losses.


	March 31, 2017							December 31, 2016							March 31, 2018							December 31, 2017
	Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance
One–to–four family residential	$	2,086	$	(100	)	$	1,986	$	1,702	$	(137	)	$	1,565	$	935	$	—		$	935	$	836	$	(9	)	$	827
Multi-family mortgage	615		—			615		370		—			370
Nonresidential real estate	1,933		(125		)	1,808		1,171		(105		)	1,066		1,140		(277		)	863		1,772		(252		)	1,520
Land	1,077		(185		)	892		1,101		(207		)	894		48		(44		)	4		48		(44		)	4
	$	5,711	$	(410	)	$	5,301	$	4,344	$	(449	)	$	3,895	$	2,123	$	(321	)	$	1,802	$	2,656	$	(305	)	$	2,351

The following represents the roll forward of OREO and the composition of OREO properties:



	For the Three Months Ended March 31,
	2018			2017
Beginning balance	$	2,351		$	3,895
New foreclosed properties	562			1,936
Valuation adjustments	(25		)	(20		)
Sales and payments	(1,086		)	(510		)
Ending balance	$	1,802		$	5,301

Activity in the valuation allowance is as follows:



	For the Three Months Ended March 31,
	2018			2017
Beginning balance	$	305		$	449
Additions charged to expense	25			20
Reductions from sales of OREO	(9		)	(59		)
Ending balance	$	321		$	410

At March 31, 2018, the balance of OREO included no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At December 31, 2017 the balance of OREO included $352,000 foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At March 31, 2018 and December 31, 2017, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $1.3 million and $1.5 million, respectively.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

~~NOTE 5 - OTHER REAL ESTATE OWNED~~ ~~(continued)~~

~~The following represents the roll forward of OREO and the composition of OREO properties:~~

For the Three Months Ended March 31,
2017 2016
Beginning balance $ 3,895
$ 7,011
New foreclosed properties 1,936
65
Valuation adjustments (20 ) (119 )
Sales and Payments (510 ) (1,328 )
Ending balance $ 5,301
$ 5,629

~~Activity in the valuation allowance is as follows:~~

For the Three Months Ended March 31,
2017 2016
Beginning balance $ 449
$ 1,042
Additions charged to expense 20
119
Reductions from sales of other real estate owned (59 ) (507 )
Ending balance $ 410
$ 654

At March 31, 2017 and December 31, 2016, the balance of OREO includes no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At March 31, 2017 and December 31, 2016, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds are in process was $1.5 million and $1.6 million, respectively.

NOTE 6 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase, included with borrowings on the consolidated balance sheet, are shown below.

March 31, 2017
Overnight and Continuous Up to 30 days 30 - 90 days Greater Than 90 days Total
Repurchase agreements and repurchase-to-maturity transactions $ 2,046
$ —
$ —
$ —
$ 2,046
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition $ 2,046


		December 31, 2016											Overnight and Continuous		Up to 30 days		30 - 90 days		Greater Than 90 days		Total
		Overnight and Continuous		Up to 30 days		30 - 90 days		Greater Than 90 days		Total
March 31, 2018
Repurchase agreements and repurchase-to-maturity transactions		$	1,069	$	—	$	—	$	—	$	1,069		$	983	$	—	$	—	$	—	$	983
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	1,069	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	983

December 31, 2017
Repurchase agreements and repurchase-to-maturity transactions													$	768	$	—	$	—	$	—	$	768
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition												Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	768

Securities sold under agreements to repurchase were secured by mortgage-backed securities with a carrying amount of ~~$4.6~~$3.3 million and ~~$4.7~~$3.7 million at March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Also included in total borrowings were advances from the ~~FHLBC~~FHLB of ~~$50.0~~$60.0 million at March 31, ~~2017~~2018 and December 31, ~~2016.~~

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 6 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE~~ ~~(continued)~~

2017.

Because security values fluctuate due to market conditions, the Company has no control over the market value of securities sold under agreements to repurchase. The Company is contractually obligated to promptly transfer additional securities to the counterparty if the market value of the securities falls below the repurchase ~~price, per the agreement.~~price.

NOTE 7 ~~– EMPLOYEE BENEFIT PLAN~~

~~Employee Stock Ownership Plan~~. On March 29, 2017, the BankFinancial NA Employee Stock Ownership Plan (the "ESOP") was terminated and the ESOP repaid all amounts owing under the ESOP’s Term Loan Agreement with the Company (the “Share Acquisition Loan”). The ESOP repaid the Share Acquisition Loan by transferring 753,490 unallocated shares of the Company’s common stock to the Company in exchange for the full satisfaction of the Share Acquisition Loan, using the valuation method provided for in the ESOP. A total of 78,362 unallocated shares remained in the ESOP after the Share Acquisition Loan was repaid, and these shares were released and will be allocated to the accounts of eligible ESOP participants who were actively employed by the Bank as of March 29, 2017, based on their account balances, subject to the receipt of a favorable IRS determination letter. These transactions resulted in the recording of one-time, non-cash, non-tax deductible equity compensation expense of $1.1 million in the first quarter of 2017. The Share Acquisition Loan had no outstanding principal balance at March 31, 2017 and $10.8 million at December 31, 2016.

The Company made the Share Acquisition Loan to the ESOP in the original principal amount of $19.6 million in connection with the Company’s mutual to stock conversion in June of 2005. The proceeds of the Share Acquisition Loan were used by the ESOP to purchase 1,957,300 shares of the Company’s common stock issued in the subscription offering price of $10.00 per share. The Share Acquisition Loan was secured by a pledge of the acquired shares and the ESOP made annual loan payments with funds it received from the Bank’s discretionary contributions to the ESOP in subsequent years and dividends it received on unallocated shares. As loan payments were made, the Company recorded compensation expense based on the allocation of shares released.

ESOP benefit expense is recorded based upon the fair value of the awarded shares, net of dividends and interest received on unallocated ESOP shares. ESOP benefit expense totaled $1.3 million for the year ended December 31, 2016.

~~Shares held by the ESOP were as follows:~~

March 31, 2017 December 31, 2016
Allocated to participants 1,203,810
1,125,448
Distributed to participants (314,062 ) (313,223 )
Unearned —
831,852
Total ESOP shares 889,748
1,644,077
Fair value of unearned shares $ —
$ 12,328

~~NOTE 8 – EQUITY INCENTIVE PLAN~~

On June 27, 2006, the Company’s stockholders approved the BankFinancial Corporation 2006 Equity Incentive Plan, which authorized the Human Resources Committee of the Board of Directors of the Company to grant a variety of cash- and equity-based incentive awards, including stock options, stock appreciation rights, restricted stock, performance shares and other incentive awards, to employees and directors aggregating up to 3,425,275 shares of the Company’s common stock. The Plan provides that no awards may be granted under the Plan after the ten-year anniversary of the Effective Date. Consequently, no further awards will be granted under this Plan.

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 8 – EQUITY INCENTIVE PLAN~~ ~~(continued)~~

As of December 31, 2016, there were 1,752,156 stock options outstanding. The Company recognized $979,000 of equity-based compensation expense relating to the granting of stock options for the year ended December 31, 2016. There was no equity-based compensation expense for the three months ended March 31, 2017. A summary of the activity in the stock option plan for 2017 and 2016 follows:

Stock Options
Number of
Shares

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term
(in years)

Aggregate
Intrinsic
Value ⁽¹⁾
Stock options outstanding at December 31, 2015 1,752,156
$ 12.30
1.48 $ 778
Stock options granted —
—

Stock options exercised —
—

Stock options outstanding at December 31, 2016 1,752,156
$ 12.30
0.48 $ 4,422
Stock options granted —
—

Stock options exercised (1,717,817 ) 12.30

Stock options outstanding at March 31, 2017 34,339
$ 12.05
0.15 $ 85
Stock options exercisable at March 31, 2017 34,339
12.05
0.15 85
Fully vested and expected to vest 34,339
12.05
0.15 85


~~(1)~~	Stock option aggregate intrinsic value represents the number of shares subject to options multiplied by the difference (if positive) in the closing market price of the common stock underlying the options on the date shown and the weighted average exercise price.

During the three months ended March 31, 2017, 1,717,817 stock options were exercised. All stock options were exercised on a net settlement basis, using a portion of the shares obtained upon exercise in payment of the exercise price of the stock option. The net settlement resulted in the issuance of 273,514 of the Company's common stock. Certain employees chose to use a portion of the net shares received upon the exercise to pay required tax withholdings. This reduced the net shares issued by 81,299 shares to 192,215 shares.

~~NOTE 9~~ – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Securities: The fair values of marketable equity securities are generally determined by quoted prices, in active markets, for each specific security (Level 1). If Level 1 measurement inputs are not available for a marketable equity security, we determine its fair value based on the quoted price of a similar security traded in an active market (Level 2). The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2).

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 9 - FAIR VALUE~~ ~~(continued)~~

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

The following table sets forth the Company’s financial assets that were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


	Fair Value Measurements Using								Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
March 31, 2017
March 31, 2018
Securities:
Certificates of deposit	$	—	$	89,926	$	—	$	89,926	$	—	$	86,340	$	—	$	86,340
Equity mutual fund	499		—		—		499		491		—		—		491
Mortgage-backed securities – residential	—		14,509		—		14,509		—		11,544		—		11,544
Collateralized mortgage obligations – residential	—		5,281		—		5,281		—		4,277		—		4,277
SBA-guaranteed loan participation certificates	—		15		—		15		—		9		—		9
	$	499	$	109,731	$	—	$	110,230	$	491	$	102,170	$	—	$	102,661
December 31, 2016
December 31, 2017
Securities:
Certificates of deposit	$	—	$	85,938	$	—	$	85,938	$	—	$	75,916	$	—	$	75,916
Equity mutual fund	499		—		—		499		499		—		—		499
Mortgage-backed securities - residential	—		15,184		—		15,184		—		12,472		—		12,472
Collateralized mortgage obligations – residential	—		5,574		—		5,574		—		4,486		—		4,486
SBA-guaranteed loan participation certificates	—		17		—		17		—		10		—		10
	$	499	$	106,713	$	—	$	107,212	$	499	$	92,884	$	—	$	93,383

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 97 - FAIR VALUE (continued)

The following table sets forth the Company’s assets that were measured at fair value on a non-recurring basis:


	Fair Value Measurement Using								Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
March 31, 2017
Other real estate owned:
Nonresidential real estate	$	—	$	—	$	49	$	49
March 31, 2018
Other real estate owned - nonresidential real estate									$	—	$	—	$	409	$	409
	$	—	$	—	$	49	$	49

December 31, 2016
Impaired loans:
Nonresidential real estate	—		—		234		234
	$	—	$	—	$	234	$	234
December 31, 2017
Other real estate owned:
One-to-four family residential real estate	$	—	$	—	$	1,282	$	1,282	$	—	$	—	$	102	$	102
Nonresidential real estate	—		—		553		553		—		—		814		814
Land	—		—		47		47
	$	—	$	—	$	1,882	$	1,882	$	—	$	—	$	916	$	916

At March 31, 2018 and December 31, 2017 there were no impaired loans that were measured for impairment using the fair value of the collateral for collateral–dependent loans and which ~~have~~had specific valuation allowances, compared to a carrying amount of $260,000 and a valuation allowance of $26,000 at December 31, 2016. The decrease in the valuation allowance resulted in a decrease in the provision for loan losses of ~~$26,000~~ ~~for the three months ended March 31, 2017. There was an increase in the provision for loan losses of $13,000 for the three months ended March 31, 2016.~~allowances.

OREO, which is carried at the lower of cost or fair value less costs to sell, had a carrying value of ~~$86,000~~$494,000 less a valuation allowance of ~~$37,000,~~$85,000, or ~~$49,000~~$409,000, at March 31, ~~2017,~~2018, compared to a carrying value of ~~$2.3~~$1.2 million less a valuation allowance of ~~$434,000,~~$261,000, or ~~$1.9 million~~$916,000, at December 31, ~~2016.~~2017. There were $25,000 and $20,000 of valuation adjustments of OREO recorded for the three months ended March 31, ~~2017. There were $119,000 of valuation adjustments of OREO recorded for the three months ended March 31, 2016.~~2018 and 2017, respectively.

The following table presents quantitative information, based on certain empirical data with respect to Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring ~~basis at March 31, 2017:~~basis:

Fair Value
Valuation
Technique(s)

Significant Unobservable
Input(s)

Range
(Weighted
Average)
Other real estate owned:
Nonresidential real estate loans $ 49
Sales comparison Comparison between sales and income approaches 3.6%
Other real estate owned $ 49



	Fair Value		Valuation Technique(s)	Significant Unobservable Input(s)	Range (Weighted Average)
March 31, 2018
Other real estate owned - nonresidential real estate loans	$	409	Sales comparison	Comparison between sales and income approaches	12.70% to 26.77% (13.7%)

December 31, 2017
Other real estate owned
One-to-four family residential real estate	$	102	Sales comparison	Discount applied to valuation	5.6%
Nonresidential real estate	814		Sales comparison	Comparison between sales and income approaches	-3.66% to 15.22% (11.0%)
	$	916

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 97 - FAIR VALUE (continued)

Fair Value
Valuation
Technique(s)

Significant Unobservable
Input(s)

Range
(Weighted
Average)
Impaired loans
Nonresidential real estate $ 234
Sales comparison Comparison between sales and income approaches -10.2%
$ 234

Other real estate owned
One-to-four family residential real estate $ 1,282
Sales comparison Discount applied to valuation
8.62% to 20.04%
(11.9%)
Nonresidential real estate 553
Sales comparison Comparison between sales and income approaches -3.22% to 4.58(3.7%)
Land 47
Sales comparison Discount applied to valuation
5.74% to 31.60%
(25.2%)
$ 1,882

The carrying amount and estimated fair value of financial instruments are as follows:

Fair Value Measurements at
March 31, 2017 Using:

Carrying
Amount
Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents $ 75,466
$ 10,247
$ 65,219
$ —
$ 75,466
Securities 110,230
499
109,731
—
110,230
Loans receivable, net of allowance for loan losses 1,319,287
—
1,321,180
—
1,321,180
FHLBC and FRB stock 8,147
—
—
—
N/A
Accrued interest receivable 4,478
—
4,478
—
4,478
Financial liabilities
Noninterest-bearing demand deposits $ 234,415
$ —
$ 234,415
$ —
$ 234,415
Savings deposits 161,938
—
161,938
—
161,938
NOW and money market accounts 571,138
—
571,138
—
571,138
Certificates of deposit 361,791
—
360,644
—
360,644
Borrowings 52,046
—
52,073
—
52,073
Accrued interest payable 135
—
135
—
135

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Table amounts in thousands, except share and per share data)~~

~~NOTE 9 - FAIR VALUE~~ ~~(continued)~~



			Fair Value Measurements at March 31, 2018 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	92,576	$	10,613	$	81,963	$	—	$	92,576
Securities	102,661		491		102,170		—		102,661
Loans receivable, net of allowance for loan losses	1,277,553		—		—		1,276,635		1,276,635
FHLB and FRB stock	8,290		—		—		—		N/A
Accrued interest receivable	4,900		—		4,900		—		4,900
Financial liabilities
Noninterest-bearing demand deposits	$	232,593	$	—	$	232,593	$	—	$	232,593
NOW and money market accounts	573,886		—		573,886		—		573,886
Savings deposits	160,093		—		160,093		—		160,093
Certificates of deposit	311,435		—		308,904		—		308,904
Borrowings	60,983		—		60,832		—		60,832
Accrued interest payable	180		—		180		—		180


			Fair Value Measurements at December 31, 2016 Using:										Fair Value Measurements at December 31, 2017 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total		Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	96,684	$	13,053	$	83,631	$	—	$	96,684	$	127,592	$	13,572	$	114,020	$	—	$	127,592
Securities	107,212		499		106,713		—		107,212		93,383		499		92,884		—		93,383
Loans receivable, net of allowance for loan losses	1,312,952		—		1,322,713		234		1,322,947		1,314,651		—		1,323,139		—		1,323,139
FHLBC and FRB stock	11,650		—		—		—		N/A
FHLB and FRB stock											8,290		—		—		—		N/A
Accrued interest receivable	4,381		—		4,381		—		4,381		4,619		—		4,619		—		4,619
Financial liabilities
Noninterest-bearing demand deposits	$	249,539	$	—	$	249,539	$	—	$	249,539	$	234,354	$	—	$	234,354	$	—	$	234,354
NOW and money market accounts											589,238		—		589,238		—		589,238
Savings deposits	160,002		—		160,002		—		160,002		160,501		—		160,501		—		160,501
NOW and money market accounts	578,237		—		578,237		—		578,237
Certificates of deposit	351,612		—		350,593		—		350,593		355,958		—		353,969		—		353,969
Borrowings	51,069		—		50,015		—		50,015		60,768		—		60,627		—		60,627
Accrued interest payable	102		—		102		—		102		147		—		147		—		147

For purposes of the above, the following assumptions were used:

Cash and Cash Equivalents: The estimated fair values for cash and cash equivalents are based on their carrying value due to the short-term nature of these assets.

Loans: At March 31, 2018, the exit price observations are obtained from an independent third-party using its proprietary valuation model and methodology and may not reflect actual or prospective market valuations. The valuation is based on the probability of default, loss given default, recovery delay, prepayment, and discount rate assumptions. The new methodology is a result of the adoption of ASU 2016-01.

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)

At December 31, 2017, the estimated fair value for loans has been determined by calculating the present value of future cash flows based on the current rate the Company would charge for similar loans with similar maturities, applied for an estimated time period until the loan is assumed to be repriced or repaid. The methods utilized to estimate fair value of loans do not necessarily represent an exit price.

~~FHLBC~~FHLB and FRB Stock: It is not practicable to determine the fair value of ~~FHLBC~~FHLB and FRB stock due to the restrictions placed on ~~its~~their transferability.

Deposit Liabilities: The estimated fair value for certificates of deposit has been determined by calculating the present value of future cash flows based on estimates of rates the Company would pay on such deposits, applied for the time period until maturity. The estimated fair values of noninterest-bearing demand, NOW, money market, and savings deposits are assumed to approximate their carrying values as management establishes rates on these deposits at a level that approximates the local market area. Additionally, these deposits can be withdrawn on demand.

Borrowings: The estimated fair values of advances from the ~~FHLBC~~FHLB and notes payable are based on current market rates for similar financing. The estimated fair value of securities sold under agreements to repurchase is assumed to equal its carrying value due to the short-term nature of the liability.

Accrued Interest: The estimated fair values of accrued interest receivable and payable are assumed to equal their carrying value.

Off-Balance-Sheet Instruments: Off-balance-sheet items consist principally of unfunded loan commitments, standby letters of credit, and unused lines of credit. The estimated fair values of unfunded loan commitments, standby letters of credit, and unused lines of credit are not material.

While the above estimates are based on management’s judgment of the most appropriate factors, as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets were disposed of or the liabilities settled at that date, since market values may differ depending on the various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures.

NOTE 8 – REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company's revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following table presents the Company's sources of noninterest income for the three months ended March 31, 2018 and 2017. Items outside of the scope of the ASC 606 are noted as such.



	Three Months Ended March 31,
	2018		2017
Deposit service charges and fees	$	978	$	950
Loan fee income ⁽¹⁾	70		60
Commercial mortgage brokerage fees ⁽¹⁾	41		—
Residential mortgage banking fees ⁽¹⁾	30		44
Trust and insurance commissions and annuities income	213		249
Earnings on bank owned life insurance ⁽¹⁾	66		63
Other ⁽¹⁾	141		178
Total noninterest income	$	1,539	$	1,544

(1) Not within the scope of ASC 606

A description of the Company's revenue streams accounted for under ASC 606 follows:

Deposit service charges and fees:The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 8 – REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)

the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Interchange Income: The Company earns interchange fees from debit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange income for the three months ended March 31, 2018 and 2017 were $361,000 and $350,000, respectively. These are included in deposit service charges and fees.

Trust and insurance commissions and annuities income: The Company earns trust, insurance commissions and annuities income from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management (AUM) at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e., the trade date. Other related services provided include fees the Company earns, which are based on a fixed fee schedule, are recognized when the services are rendered.

Gains/Losses on Sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. OREO sales for the three months ended March 31, 2018 and March 31, 2017 were not financed by the Bank.

NOTE 9 - SUBSEQUENT EVENTS

In April 2018, the Bank recorded income from a death benefit on BOLI of $1.4 million related to the death of a former Bank executive.

On April 23, 2018, the Bank sold its office building located at 15W060 North Frontage Road, Burr Ridge, Illinois, for a purchase price of $6 million. A net gain in the approximate amount $100,000will be recorded in the second quarter of 2018 in connection with the sale. Concurrently with the sale, the Bank entered into a six-month lease of the office building with the purchaser, and intends to lease space in a different building following the expiration of the lease with the purchaser. The Company shares space with the Bank in the office building pursuant to an expense allocation agreement.


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

Cautionary Statement Regarding Forward-Looking Information

Forward Looking Statements

This Quarterly Report on Form 10-Q contains, and other periodic and current reports, press releases and other public stockholder communications of BankFinancial Corporation may contain, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. Forward-looking statements may include statements relating to our future plans, strategies and expectations, as well as our future revenues, earnings, losses, financial performance, financial condition, asset quality metrics and future prospects. Forward looking statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “preliminary,” “project,” “plan,” or similar expressions. Forward looking statements speak only as of the date made. They are frequently based on assumptions that may or may not materialize, and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward looking statements. We intend all forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for the purpose of invoking these safe harbor provisions.

Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or future prospects include, but are not limited to: (i) less than anticipated loan growth due to intense competition for high quality loans and leases, particularly in terms of pricing and credit underwriting,

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or a dearth of borrowers who meet our underwriting standards; (ii) the impact of re-pricing and competitors’ pricing initiatives on loan and deposit products; (iii) interest rate movements and their impact on the economy, customer behavior and our net interest margin; (iv) adverse economic conditions in general, in the Chicago metropolitan area in particular and in other market areas where we operate that could result in increased delinquencies in our loan portfolio or a decline in the value of our investment securities and the collateral for our loans; (v) declines in real estate values that adversely impact the value of our loan collateral, OREO, asset dispositions and the level of borrower equity in their investments; (vi) borrowers that experience legal or financial difficulties that we do not currently foresee; (vii) results of supervisory monitoring or examinations by regulatory authorities, including the possibility that a regulatory authority could, among other things, require us to increase our allowance for loan losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific capital levels; (viii) changes, disruptions or illiquidity in national or global financial markets; (ix) the credit risks of lending activities, including risks that could cause changes in the level and direction of loan delinquencies and charge-offs or changes in estimates relating to the computation of our allowance for loan losses; (x) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi) factors affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii) the impact of new legislation or regulatory changes, including the Dodd-Frank Act and Basel III, on our products, services, operations and operating expenses; (xiii) higher federal deposit insurance premiums; (xiv) higher than expected overhead, infrastructure and compliance costs; (xv) changes in accounting principles, policies or guidelines; and (xvi) privacy and cybersecurity risks, including the risks of business interruption and the compromise of confidential customer information resulting from intrusions.

These risks and uncertainties, ~~as well as~~together with the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2017 and this Quarterly Report on Form 10-Q, as well as other filings we make with the SEC, should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We do not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which the forward-looking statement was made.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in the discussion entitled “Critical Accounting Policies” in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016, and all amendments thereto,~~2017, as filed with the ~~Securities and Exchange Commission.~~SEC.

Overview

~~Total loans increased~~Results of operations improved in the first quarter of ~~2017~~2018 due to ~~net~~a more favorable mix of loans and deposits, combined with a continuing focus on risk allocation within loan portfolio segments. Total loans declined as strong originations in commercial and industrial loans and modest originations of multi-family loans and commercial leases were offset by elevated repayments of lower-yielding commercial leases and multi-family loans. Total commercial and industrial loans increased by 7% on a linked-quarter basis despite significant volatility in line usage during the quarter. We expect continued growth in commercial and industrial loan originations and a resumption of growth in multi-family loans and commercial ~~loans,~~lease originations in the second quarter of 2018 and during the remainder of the year.

We recorded a slight decrease to our allowance for loan losses in the first quarter of 2018 due to recoveries on previously charged-off loans. Based on the current loan portfolio composition and activity, we expect net interest margin to be within a range of 3.40% to 3.60% depending on loan growth and balance composition, and deposit portfolio composition and growth.

Noninterest income decreased modestly due to seasonal factors in deposit-account related fee income, and lower loan fee income related to loan originations activity. Additional growth in commercial ~~leases~~and industrial lending, together with new product development within commercial leasing, multi-family/commercial real estate and trust operations, may contribute to growth in non-interest income in future quarters.

Noninterest expense increased due to higher compensation related to base compensation and annual performance reviews, and increased expenses relating to collection litigation and the final ~~installment~~resolution of ~~a $20.4 million commercial lease portfolio purchase. Total commercial-related~~OREO properties. Other non-interest expenses remained well-contained.

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loan balances reached a new record level of $1.2 billion, and now comprise 91% of total loans. New loan and lease opportunities continue to arise but it remains difficult to predict the quantity of new loan originations and net loan balances in future quarters due to the various competitive factors we encounter.

Our average yield on loans increased modestly due to the relative composition of new loan originations, partially offset by an increase in higher-yield loan payoffs. Accordingly, our net interest margin expanded modestly due to the higher average loan yield. The expansion of our net interest margin was partially offset by an increase in our cost of funds due to asset-liability duration management activities. Non-interest income decreased modestly due primarily to slightly lower deposit-account related fee income and reduced loan fee income.

Non-interest expense increased primarily due to equity-linked compensation and benefit expense, including the termination of our ESOP and the repayment of the ESOP loan in the first quarter of 2017. These transactions resulted in the recording of a non-tax deductible equity compensation expense of $1.1 million during the first quarter and the elimination of future ESOP benefit expense for greater efficiency and flexibility in managing retirement benefits. Compared to the actual expense recorded for the first quarter of 2017, we expect that our compensation and benefits expense for each of the remaining three quarters of 2017 will be approximately $1.3 million less than it was in the first quarter of 2017. In addition, exercises of stock options outstanding resulted in additional payroll tax and retirement benefit expense of approximately $150,000, which was more than offset by a related income tax benefit of approximately $950,000. We also expect that our marketing and information technology expenses will decline by an average of $200,000 per quarter for the remainder of 2017. Other non-interest expenses remained well-contained.

~~Past due and classified loan trends remain favorable.~~ Our ratio of nonperforming loans to total loans was ~~0.18%~~0.15% and our ratio of non-performing assets to total assets was ~~0.48%~~0.24% at March 31, ~~2017. Non-performing commercial-related loans represented only 0.01%~~2018. We expect continued reductions of ~~total commercial-related loans. Non-performing~~the OREO balance and scheduled pending resolutions may further improve our asset and OREO expenses increased slightly in the first quarter due in part to real estate taxes and litigation expenses against a borrower and guarantor on a previously charged-off loan. We continue to focus on pro-active portfolio management and resolutions of non-performing loans and assets to maintain our strong asset quality ratios and reduce non-performing asset expense to the lowest practicable levels.quality.

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SELECTED FINANCIAL DATA

The following summary information is derived from the consolidated financial statements of the Company. For additional information, reference is made to the Consolidated Financial Statements of the Company and related notes included elsewhere in this Quarterly Report.


	March 31, 2017		December 31, 2016		Change			March 31, 2018		December 31, 2017		Change
	(Dollars in thousands)							(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	1,603,473	$	1,620,037	$	(16,564	)	$	1,559,929	$	1,625,558	$	(65,629	)
Loans, net	1,319,287		1,312,952		6,335			1,277,553		1,314,651		(37,098		)
Securities, at fair value	110,230		107,212		3,018			102,661		93,383		9,278
Other real estate owned, net	5,301		3,895		1,406			1,802		2,351		(549		)
Deposits	1,329,282		1,339,390		(10,108		)	1,278,007		1,340,051		(62,044		)
Borrowings	52,046		51,069		977			60,983		60,768		215
Equity	202,021		204,780		(2,759		)	198,352		197,634		718


	Three Months Ended March 31,								Three Months Ended March 31,
	2017		2016			Change			2018			2017		Change
	(Dollars in thousands)								(Dollars in thousands)
Selected Operating Data:
Interest income	$	13,362	$	12,759		$	603		$	14,748		$	13,362	$	1,386
Interest expense	1,276		856			420			1,727			1,276		451
Net interest income	12,086		11,903			183			13,021			12,086		935
Provision for (recovery of) loan losses	161		(490		)	651			(258		)	161		(419		)
Net interest income after provision for (recovery of) loan losses	11,925		12,393			(468		)	13,279			11,925		1,354
Noninterest income	1,544		1,594			(50		)	1,539			1,544		(5		)
Noninterest expense	11,266		10,930			336			9,959			11,266		(1,307		)
Income before income tax expense	2,203		3,057			(854		)	4,859			2,203		2,656
Income tax expense	322		1,153			(831		)	1,300			322		978
Net income	$	1,881	$	1,904		$	(23	)	$	3,559		$	1,881	$	1,678

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	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)⁽¹⁾	0.47		%	0.50		%	0.90		%	0.47		%
Return on equity (ratio of net income to average equity) ⁽¹⁾	3.66			3.59			7.13			3.66
Average equity to average assets	12.87			14.03			12.62			12.87
Net interest rate spread^{(1) (2)}	3.15			3.30			3.38			3.15
Net interest margin ^{(1) (3)}	3.26			3.39			3.53			3.26
Efficiency ratio⁽⁴⁾	82.66			80.98			68.40			82.66
Noninterest expense to average total assets⁽¹⁾	2.82			2.89			2.52			2.82
Average interest-earning assets to average interest-bearing liabilities	132.57			136.26			132.29			132.57
Dividends declared per share	$	0.06		$	0.05		$	0.08		$	0.06
Dividend payout ratio	61.42		%	53.05		%	40.35		%	61.42		%


	At March 31, 2017		At December 31, 2016		At March 31, 2018		At December 31, 2017
Asset Quality Ratios:
Nonperforming assets to total assets ⁽⁵⁾	0.48	%	0.44	%	0.24	%	0.29	%
Nonperforming loans to total loans	0.18		0.25		0.15		0.18
Allowance for loan losses to nonperforming loans	331.85		246.57		426.00		350.04
Allowance for loan losses to total loans	0.60		0.62		0.65		0.63
Capital Ratios:
Equity to total assets at end of period	12.60	%	12.64	%	12.72	%	12.16	%
Tier 1 leverage ratio (Bank only)	10.94	%	10.27	%	11.60	%	11.08	%
Other Data:
Number of full-service offices	19		19		19		19
Employees (full-time equivalents)	242		246		237		236


(1)	Ratios annualized.


(2)	The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.


(3)	The net interest margin represents net interest income divided by average total interest-earning assets for the period.


(4)	The efficiency ratio represents noninterest expense, divided by the sum of net interest income and noninterest income.


(5)	Nonperforming assets include nonperforming loans and other real estate owned.

Comparison of Financial Condition at March 31, ~~2017~~2018 and December 31, ~~2016~~2017

Total assets decreased ~~$16.6~~$65.6 million, or ~~1.0%~~4.0%, to $~~1.603~~1.560 billion at March 31, ~~2017,~~2018, from ~~$1.620~~$1.626 billion at December 31, ~~2016.~~2017. The decrease in total assets was primarily due to ~~a decrease~~decreases in cash and cash ~~equivalents. Partially offsetting this decrease was a $6.3~~equivalents and loans. Cash and cash equivalents decreased $35.0 million, or ~~0.5%~~27.4%, ~~increase in loans~~ to ~~$1.319~~$92.6 million at March 31, 2018, from $127.6 million at December 31, 2017. Loans decreased $37.1 million, or 2.8%, to $1.278 billion at March 31, ~~2017,~~2018, from ~~$1.313~~$1.315 billion at December 31, ~~2016~~2017. Partially offsetting the decreases in cash and ~~a $3.0 million, or 2.8%,~~cash equivalents and loans was an increase in securities of $9.3 million, or 9.9%, to ~~$110.2~~$102.7 million at March 31, ~~2017,~~2018, from ~~$107.2~~$93.4 million at December 31, ~~2016.~~2017.

Our loan portfolio consists primarily of investment and business loans (multi-family, nonresidential real estate, commercial, construction and land loans, and commercial leases), which together totaled ~~90.6%~~92.7% of gross loans at March 31, ~~2017.~~2018. Commercial ~~leases~~loans increased ~~$12.2~~by $10.0 million ~~or 3.5%, due in part to~~during the Company's acquisition of a portfolio of investment-grade commercial leases from a competitor exiting the sector. The Company closed $20.4 million of the commercial lease portfolio acquisition late in the first quarter of 2017, consisting of commercial leases having an average rate of 2.13% and an average duration of approximately 26 months.three months ended March 31, 2018. Multi-family mortgage loans, ~~increased by $6.9~~nonresidential real estate loans, and commercial leases each decreased during the three months ended March 31, 2018. Multi-family mortgage loans decreased $10.2 million, or ~~1.3%~~1.7%; nonresidential real estate loans decreased $6.1 million, or 3.6%; and commercial ~~loans increased by $2.6~~leases decreased $24.9 million, or ~~2.5%~~8.0%. ~~The Bank’s~~Our primary lending area consists of the counties in the State of Illinois where our branch offices are located, and contiguous counties. We derive the most significant portion of our revenues from these geographic areas. We also

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engage in multi-family mortgage lending activities in carefully selected metropolitan areas outside our primary lending area, and engage in certain types of

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commercial lending and leasing activities on a nationwide basis. At March 31, ~~2017, $287.7~~2018, $268.6 million, or ~~52.3%~~46.5%, of our multi-family mortgage loans were in the Metropolitan Statistical Area for Chicago, ~~Illinois, while $66.7~~Illinois; $72.8 million, or ~~12.1%~~12.6%, were in the Metropolitan Statistical Area for Dallas, Texas; ~~$54.6~~$56.8 million, or ~~9.9%~~9.8%, were in the Metropolitan Statistical Area for Denver, Colorado; ~~$26.5~~$33.3 million, or ~~4.8%~~5.8%, were in the Metropolitan Statistical Area for Tampa, ~~Florida~~Florida; and ~~$19.7~~$17.1 million, or ~~3.6%~~3.0%, were in the Metropolitan Statistical Area for Minneapolis, Minnesota. This information reflects the location of the collateral, but does not necessarily reflect the location of the borrower.

Total liabilities decreased $~~13.8~~66.3 million, or ~~1.0%~~4.6%, to $~~1.401~~1.362 billion at March 31, ~~2017,~~2018, from $~~1.415~~1.428 billion at December 31, ~~2016,~~2017, primarily due to decreases in ~~noninterest-bearing and money market accounts. The decreases were partially offset by increases~~deposits, due in ~~savings~~part to planned non-renewals of maturing wholesale certificates of deposits. Total deposits ~~and~~decreased $62.0 million, or 4.6%, to $1.278 billion at March 31, 2018, from $1.340 billion at December 31, 2017. Certificates of deposit decreased $44.5 million, or 12.5%, to $311.4 million at March 31, 2018, from $356.0 million at December 31, 2017, primarily due to a $53.0 million decrease in wholesale certificates of deposit. ~~Total~~Money market accounts decreased $9.0 million, or 3.0%, to $290.6 million at March 31, 2018, from $299.6 million at December 31, 2017. Interest-bearing NOW accounts decreased $6.3 million, or 2.2%, to $283.3 million at March 31, 2018, from $289.7 million at December 31, 2017. Noninterest-bearing demand deposits decreased ~~$10.1~~$1.8 million, or 0.8%, to ~~$1.329 billion~~ ~~at March 31, 2017, from $1.339 billion at December 31, 2016. Certificates of deposit increased $10.2 million, or 2.9%, to $361.8~~$232.6 million at March 31, ~~2017,~~2018, from ~~$351.6~~$234.4 million at December 31, ~~2016. This increase included a $11.7 million increase in brokered certificates of deposit. Interest-bearing NOW~~2017 and savings accounts decreased ~~$897,000,~~$408,000, or ~~0.34%~~0.3%, to ~~$266.2~~$160.1 million at March 31, ~~2017,~~2018, from ~~$267.1~~$160.5 million at December 31, ~~2016. Savings accounts increased $1.9 million, or 1.2%, to $161.9 million at March 31, 2017, from $160.0 million at December 31, 2016. Noninterest-bearing demand deposits decreased~~ ~~$15.1 million, or~~ ~~6.1%, to~~ ~~$234.4 million~~ ~~at March 31, 2017, from~~ ~~$249.5 million~~ ~~at December 31, 2016. Money market accounts decreased $6.2 million, or 1.99%, to $305.0 million at March 31, 2017, from $311.2 million at December 31, 2016.~~2017. Core deposits (which consists of savings, money market, noninterest-bearing demand and NOW accounts) were ~~72.8%~~75.6% and ~~73.7%~~73.4% of total deposits at March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

Total stockholders’ equity was ~~$202.0~~$198.4 million at March 31, ~~2017,~~2018, compared to ~~$204.8~~$197.6 million at December 31, ~~2016.~~2017. The ~~decrease~~increase in total stockholders’ equity was due to the combined impact of our repurchase of 232,045 shares of our common stock at a total cost of $3.4 million, our declaration and payment of cash dividends totaling $1.2 million, and the $1.2 million net impact of exercise of stock options during the three months ended March 31, 2017. These items were partially offset by the net income of ~~$1.9~~$3.6 million that we recorded for the three months ended March 31, ~~2017~~2018, partially offset by our repurchase of 81,500 shares of our common stock during the three months ended 2018 at a total cost of $1.3 million and our declaration and payment of cash dividends totaling $1.4 million during the ~~$1.1 million impact of the ESOP loan repayment on March 29, 2017.~~same period.

Operating Results for the Three Months Ended March 31, ~~2017~~2018 and ~~2016~~2017

Net Income.~~We had net~~ Net income ofwas $~~1.9~~3.6 million for ~~each of~~ the three months ended March 31, ~~2017 and~~2018, compared to net income of $1.9 million for the three months ended March 31, ~~2016.~~2017. Earnings per basic and fully diluted share of common stock ~~were~~was $~~0.10~~0.20 for ~~both~~ the three months ended March 31, ~~2017 and~~2018, compared to $0.10 for the three months ended March 31, ~~2016.~~2017.

Net Interest Income. Net interest income was $13.0 million for the three months ended March 31, 2018, compared to $12.1 million for the three months ended March 31, ~~2017, compared to~~ ~~$11.9 million~~ ~~for the same period in 2016.~~2017. The increase in net interest income reflected a $~~603,000~~1.4 million, or ~~4.7%~~10.4%, increase in interest income, which was partially offset by a $~~420,000~~451,000, or ~~49.1%~~35.3%, increase in interest expense.

The increase in interest income was primarily attributable to an increase in the average yield on interest-earning assets. The yield on interest-earning assets increased 39 basis points to 4.00% for the three months ended March 31, 2018, from 3.61% for the same period in 2017. The cost of interest-bearing liabilities increased 16 basis points to 0.62% for the three months ended March 31, 2018, from 0.46% for the same period in 2017. Total average interest-earning assets ~~increased $88.1~~decreased $5.5 million, or ~~6.23%~~0.4%, to ~~$1.502~~$1.497 billion for the three months ended March 31, ~~2017,~~2018, from $~~1.414~~1.502 billion for the same period in ~~2016.~~2017. The average yield on commercial loans and leases originated in the first quarter of 2018 increased to 5.61%, from 5.12% for commercial loans and leases originated in the fourth quarter of 2017. Our net interest rate spread ~~decreased~~increased by 1523 basis points to ~~3.15%~~3.38% for the three months ended March 31, ~~2017,~~2018, from ~~3.30%~~3.15% for the same period in ~~2016.~~2017. Our net interest margin ~~decreased~~increased by 1327 basis points to ~~3.26%~~3.53% for the three months ended March 31, ~~2017,~~2018, from ~~3.39%~~3.26% for the same period in 2016. The decreases in the net interest rate spread and net interest margin resulted from increased average balances and increased costs for interest-bearing liabilities. The yield on interest-earning assets decreased two basis points to ~~3.61%~~ ~~for the three months ended March 31, 2017 from 3.63% for the same period 2016, and the cost of interest-bearing liabilities increased~~ 13 ~~basis points to~~ ~~0.46%~~ ~~for the three months ended March 31, 2017, from~~ ~~0.33%~~ ~~for the same period in 2016.~~2017.

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Average Balance Sheets

The following table sets forth average balance sheets, average yields and costs, and certain other information. No tax-equivalent yield adjustments were made, as the effect of these adjustments would not be material. Average balances are daily average balances. Nonaccrual loans are included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and expenses, discounts and premiums and purchase accounting adjustments that are amortized or accreted to interest income or expense.


	For the Three Months Ended March 31,														For the Three Months Ended March 31,
	2017							2016							2018							2017
	Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎
	(Dollars in thousands)														(Dollars in thousands)
Interest-earning assets:
Loans	$	1,313,299		$	12,760	3.94	%	$	1,238,270		$	12,347	4.01	%	$	1,294,387		$	13,820	4.33	%	$	1,313,299		$	12,760	3.94	%
Securities	113,756			349		1.24		118,557			314		1.07		103,928			464		1.81		113,756			349		1.24
Stock in FHLBC and FRB	9,158			99		4.38		6,257			14		0.90
Stock in FHLB and FRB															8,289			105		5.14		9,158			99		4.38
Other	65,933			154		0.95		50,924			84		0.66		90,078			359		1.62		65,933			154		0.95
Total interest-earning assets	1,502,146			13,362		3.61		1,414,008			12,759		3.63		1,496,682			14,748		4.00		1,502,146			13,362		3.61
Noninterest-earning assets	93,045							99,675							85,151							93,045
Total assets	$	1,595,191						$	1,513,683						$	1,581,833						$	1,595,191
Interest-bearing liabilities:
Savings deposits	$	160,456		43		0.11		$	158,320		42		0.11		$	160,148		47		0.12		$	160,456		43		0.11
Money market accounts	307,121			273		0.36		324,516			249		0.31		294,504			379		0.52		307,121			273		0.36
NOW accounts	263,286			121		0.19		245,115			90		0.15		282,005			140		0.20		263,286			121		0.19
Certificates of deposit	352,929			743		0.85		234,872			406		0.70		333,978			959		1.16		352,929			743		0.85
Total deposits	1,083,792			1,180		0.44		962,823			787		0.33		1,070,635			1,525		0.58		1,083,792			1,180		0.44
Borrowings	49,306			96		0.79		74,907			69		0.37		60,737			202		1.35		49,306			96		0.79
Total interest-bearing liabilities	1,133,098			1,276		0.46		1,037,730			856		0.33		1,131,372			1,727		0.62		1,133,098			1,276		0.46
Noninterest-bearing deposits	235,167							242,290							226,936							235,167
Noninterest-bearing liabilities	21,547							21,341							23,853							21,547
Total liabilities	1,389,812							1,301,361							1,382,161							1,389,812
Equity	205,379							212,322							199,672							205,379
Total liabilities and equity	$	1,595,191						$	1,513,683						$	1,581,833						$	1,595,191
Net interest income				$	12,086						$	11,903						$	13,021						$	12,086
Net interest rate spread ⁽²⁾						3.15	%						3.30	%						3.38	%						3.15	%
Net interest-earning assets⁽³⁾	$	369,048						$	376,278						$	365,310						$	369,048
Net interest margin ⁽⁴⁾						3.26	%						3.39	%						3.53	%						3.26	%
Ratio of interest-earning assets to interest-bearing liabilities	132.57		%					136.26		%					132.29		%					132.57		%


(1)	~~Annualized~~Annualized.


(2)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.


(3)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.


(4)	Net interest margin represents net interest income divided by average total interest-earning assets.

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Provision for Loan Losses

We establish provisions for loan losses, which are charged to operations in order to maintain the allowance for loan losses at a level we consider necessary to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates as more information becomes available or events change. We assess the allowance for loan losses on a quarterly basis and make provisions for loan losses in order to maintain the allowance.

~~We recorded a provision for loan losses of~~ ~~$161,000~~ ~~for the three months ended March 31, 2017, compared to a recovery of loan losses of~~ ~~$490,000~~ for the same period in 2016. The provision for or recovery of loan losses is a function of the allowance for loan loss methodology that we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment decreased $130,000, or 1.6%, to ~~$8.0 million~~ ~~at March 31, 2017, from $8.1 million at December 31, 2016.~~The reserve established for loans individually evaluated for impairment decreased $26,000 to no reserve for the three months ended March 31, 2017. Net charge-offs were $317,000 for the three months ended March 31, 2017.

~~The allowance for loan losses as a percentage of nonperforming loans was 331.85% at March 31, 2017, compared to 246.57% at December 31, 2016.~~

A loan balance is classified as a loss and charged-off when it is confirmed that there is no readily apparent source of repayment for the portion of the loan that is classified as loss. Confirmation can occur upon the receipt of updated third-party appraisal valuation information indicating that there is a low probability of repayment upon sale of the collateral, the final disposition of collateral where the net proceeds are insufficient to pay the loan balance in full, our failure to obtain possession of certain consumer-loan collateral within certain time limits specified by applicable federal regulations, the conclusion of legal proceedings where the borrower’s obligation to repay is legally discharged (such as a Chapter 7 bankruptcy proceeding), or when it appears that further formal collection procedures are not likely to result in net proceeds in excess of the costs to collect.

~~Noninterest Income~~

Three Months Ended
March 31,
2017 2016 Change
(Dollars in thousands)
Deposit service charges and fees $ 529
$ 567
$ (38 )
Other fee income 481
495
(14 )
Insurance commissions and annuities income 77
55
22
Gain on sale of loans, net 7
18
(11 )
Gain on sales of securities —
46
(46 )
Loan servicing fees 68
73
(5 )
Amortization of servicing assets (31 ) (28 ) (3 )
Recovery of servicing assets —
(3 ) 3
Earnings on bank owned life insurance 63
51
12
Trust income 172
160
12
Other 178
160
18
Total noninterest income $ 1,544
$ 1,594
$ (50 )

~~Noninterest income decreased $50,000, or 3.1%, to~~We recorded a recovery of loan losses of $~~1.5 million~~258,000 for the three months ended March 31, ~~2017,~~2018, compared to ~~$1.6~~a provision for loan losses of $161,000 for the same period in 2017. The provision for or recovery of loan losses is a function of the allowance for loan loss methodology that we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment decreased $25,000, or 0.3%, to $8.3 million at March 31, 2018, from $8.4 million at December 31, 2017.There was no reserve established for loans individually evaluated for impairment for the three months ended March 31, ~~2016. Deposit service charges and fees decreased $38,000,~~2018 or ~~6.7%, to $529,000~~for the three months ended December 31, 2017. Net recoveries were $233,000 for the three months ended March 31, ~~2017,~~2018.

The allowance for loan losses as a percentage of nonperforming loans was 426.00% at March 31, 2018, compared to ~~$567,000~~350.04% at December 31, 2017.

Noninterest Income



	Three Months Ended March 31,
	2018		2017		Change
	(Dollars in thousands)
Deposit service charges and fees	$	978	$	950	$	28
Loan fee income	70		60		10
Commercial mortgage brokerage fees	41		—		41
Residential mortgage banking fees	30		44		(14		)
Trust and insurance commissions and annuities income	213		249		(36		)
Earnings on bank owned life insurance	66		63		3
Other	141		178		(37		)
Total noninterest income	$	1,539	$	1,544	$	(5	)

Noninterest income was $1.5 million for each of the three month periods ended March 31, 2018 and 2017. Deposit service charges and fees increased $28,000, or 2.9% to $978,000 for the three months ended March 31, ~~2016. Other fee income decreased $14,000, or 2.8%, to $481,000 for the three months ended March 31, 2017,~~2018, compared to ~~$495,000 for the three months ended March 31, 2016. Noninterest income for the three months ended March 31, 2017 included a~~ ~~$7,000~~ ~~gain on sale of loans. Earnings on bank owned life insurance and trust income each increased $12,000~~$950,000 for the three months ended March 31, 2017. We recorded $41,000 in commercial mortgage brokerage fees associated with commercial loans placed with other institutions for the three months ended March 31, 2018, while residential mortgage banking fees decreased $14,000 to $30,000 for the three months ended March 31, 2018. The majority of the loans the Company originates are commercial-related loans, such as multi-family, nonresidential real estate, commercial, construction and land loans, and commercial leases. The Company no longer originates one-to-four family residential mortgage loans. Trust and insurance commissions and annuities income declined by $36,000, or 14.5%, to $213,000 for the three months ended March 31, 2018, due to lower sales of annuity products and property and casualty insurance, related in part to the consolidation of our Wealth Management Department into our Trust Department. Other income ~~increased $18,000,~~decreased $37,000, or ~~11.3%~~20.8%, to $141,000 for the three months ended March 31, 2018, compared to $178,000 for the three months ended March 31, ~~2017, compared to $160,000 for the three~~2017.

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months ended March 31, 2016. The results for the three months ended March 31, 2016 also included a $46,000 gain on the sale of certain securities the Bank acquired in its acquisition of Downers Grove National Bank in 2011.

Noninterest Expense


	Three Months Ended March 31,							Three Months Ended March 31,
	2017		2016		Change			2018		2017		Change
	(Dollars in thousands)							(Dollars in thousands)
Compensation and benefits	$	6,352	$	5,993	$	359		$	5,322	$	6,352	$	(1,030	)
Office occupancy and equipment	1,622		1,647		(25		)	1,731		1,622		109
Advertising and public relations	381		222		159			143		381		(238		)
Information technology	753		724		29			641		753		(112		)
Supplies, telephone and postage	332		376		(44		)	333		332		1
Amortization of intangibles	129		136		(7		)	122		129		(7		)
Nonperforming asset management	104		84		20			202		104		98
Loss on sale other real estate owned	16		38		(22		)	21		16		5
Valuation adjustments of other real estate owned	20		119		(99		)	25		20		5
Operations of other real estate owned	177		219		(42		)	115		177		(62		)
FDIC insurance premiums	187		217		(30		)	119		187		(68		)
Other	1,193		1,155		38			1,185		1,193		(8		)
Total noninterest expense	$	11,266	$	10,930	$	336		$	9,959	$	11,266	$	(1,307	)

Noninterest expense ~~increased~~decreased by $~~336,000~~1.3 million, or ~~3.1%~~11.6%, to $~~11.3~~10.0 million for the three months ended March 31, ~~2017,~~2018, from $~~10.9~~11.3 million for the same period in ~~2016.~~2017. Compensation and benefits ~~increased $359,000,~~expense decreased $1.0 million, primarily due to our recording of a one-time, non-cash, non-tax deductible equity compensation expense of $1.1 million in 2017 related to the termination of the ESOP and the repayment of the ESOP’s Share Acquisition ~~Loan on~~Loan. Office occupancy and equipment expense increased $109,000, or 6.7%, to $1.7 million for the three months ended March ~~29,~~31, 2018, from $1.6 million for the same period in 2017, primarily due to $122,000 increase in snow removal expense. Advertising and public relations expense decreased $238,000, or 62.5%, to $143,000 for ~~greater efficiency~~the three months ended March 31, 2018, from $381,000 for the same period in 2017. Our advertising and ~~flexibility in managing retirement benefits. Compensation~~public relations expense for the three months ended March 31, ~~2016~~2017 included ~~$245,000 in stock-based compensation~~$251,000 of expense for direct mail marketing, website, outdoor advertising and ~~incentive compensation accruals. Advertising and public relations expense increased $159,000, or 71.6%,~~magazine/newspaper print advertising, compared to ~~$381,000~~$39,400 for the three months ended March 31, ~~2017, from $222,000 for the same period in 2016. Nonperforming asset management~~2018. Information technology expense ~~increased $20,000,~~decreased $112,000, or ~~23.8%~~14.9%, to ~~$104,000~~$641,000 for the three months ended March 31, ~~2017,~~2018, from ~~$84,000~~$753,000 for the same period in ~~2016. Valuation adjustments of OREO decreased $99,000,~~2017. Nonperforming asset management expense increased $98,000, or ~~83.2%~~94.2%, to ~~$20,000~~$202,000 for the three months ended March 31, ~~2017, compared to $119,000~~2018, from $104,000 for the same period in ~~2016.~~2017, primarily due to an increase of $90,000 in legal expense related to collection activities. Valuation adjustments for OREO totaled $25,000 for the three months ended March 31, 2018, compared to $20,000 for the same period in 2017. Operations of OREO decreased $62,000, or 35.0%, to $115,000 for the three months ended March 31, 2018, primarily due to decreased real estate taxes and increased rental income.

Income Taxes

For the three months ended March 31, ~~2017,~~2018, we recorded income tax expense of ~~$322,000,~~$1.3 million, due to an increase in pre-tax income compared to ~~$1.2 million~~$322,000 for the three months ended March 31, ~~2016.~~2017. Our combined state and federal effective tax rate for the three months ended March 31, ~~2017~~2018 was 14.6%,which includes the impact of the stock option exercises and the ESOP termination charge, compared to 37.7% for the same period in 2016. Excluding the impact of the stock option exercises and the ESOP termination charge, the26.8% versus a normalized effective tax rate of 38.8% for fourth quarter of 2017 before the ~~three months ended March 31, 2017 would have been comparable to~~enactment of the ~~effective tax rate for the same period in 2016.~~Tax Cuts and Jobs Act of 2017.

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Nonperforming Loans and Assets

We review loans on a regular basis, and generally place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition, ~~the Company places~~we place loans on nonaccrual status when we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Interest payments received on nonaccrual loans are recognized in accordance with our significant accounting policies. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six consecutive months of contractual payment performance before the loan is eligible to return to accrual status. We may have loans classified as 90 days or more delinquent and still accruing. Generally, we do not utilize this category of loan classification unless: (1) the loan is repaid in full shortly after the period end date; (2) the loan is well secured and there are no asserted or pending legal barriers to its collection; or (3) the borrower has remitted all scheduled payments and is otherwise in substantial compliance with the terms of the loan, but the processing of loan payments actually received or the renewal of the loan has not occurred for administrative reasons. At March 31, ~~2017,~~2018, we had no loans in this category.

~~Table of Contents~~

We typically obtain new third–party appraisals or collateral valuations when we place a loan on nonaccrual status, conduct impairment testing or conduct a TDR analysis unless the existing valuation information for the collateral is sufficiently current to comply with the requirements of our Appraisal and Collateral Valuation Policy (“ACV Policy”). We also obtain new third–party appraisals or collateral valuations when the judicial foreclosure process concludes with respect to real estate collateral, and when we otherwise acquire actual or constructive title to real estate collateral. In addition to third–party appraisals, we use updated valuation information based on Multiple Listing Service data, broker opinions of value, actual sales prices of similar assets sold by us and approved sales prices in response to offers to purchase similar assets owned by us to provide interim valuation information for consolidated financial statement and management purposes. Our ACV Policy establishes the maximum useful life of a real estate appraisal at 18 months. Because appraisals and updated valuations utilize historical or “ask–side” data in reaching valuation conclusions, the appraised or updated valuation may or may not reflect the actual sales price that we will receive at the time of sale.

Real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property) and the cost approach. Not all appraisals utilize all three approaches. Depending on the nature of the collateral and market conditions, we may emphasize one approach over another in determining the fair value of real estate collateral. Appraisals may also contain different estimates of value based on the level of occupancy or planned future improvements. “As-is” valuations represent an estimate of value based on current market conditions with no changes to the use or condition of the real estate collateral. “As-stabilized” or “as-completed” valuations assume the real estate collateral will be improved to a stated standard or achieve its highest and best use in terms of occupancy. “As-stabilized” or “as-completed” valuations may be subject to a present value adjustment for market conditions or the schedule of improvements.

As part of the asset classification process, we develop an exit strategy for real estate collateral or OREO by assessing overall market conditions, the current use and condition of the asset, and its highest and best use. For most income–producing real estate, we believe that investors value most highly a stable income stream from the asset; consequently, we perform a comparative evaluation to determine whether conducting a sale on an “as–is”, “as–stabilized” or “as–completed” basis is most likely to produce the highest net realizable value. If we determine that the “as–stabilized” or “as–completed” basis is appropriate, we then complete the necessary improvements or tenant stabilization tasks, with the applicable time value discount and improvement expenses incorporated into our estimates of the expected costs to sell. As of March 31, ~~2017,~~2018, substantially all impaired real estate loan collateral and OREO were valued on an “as–is basis.”

Estimates of the net realizable value of real estate collateral also include a deduction for the expected costs to sell the collateral or such other deductions from the cash flows resulting from the operation and liquidation of the asset as are appropriate. For most real estate collateral subject to the judicial foreclosure process, we generally apply a 10.0% deduction to the value of the asset to determine the expected costs to sell the asset. This estimate includes one year of real estate taxes, sales commissions and miscellaneous repair and closing costs. If we receive a purchase offer that requires unbudgeted repairs, or if the expected resolution period for the asset exceeds one year, we then include, on a case-by-case basis, the costs of the additional real estate taxes and repairs and any other material holding costs in the expected costs to sell the collateral. For OREO, we generally apply a 7.0% deduction to determine the expected costs to sell, as expenses for real estate taxes and repairs are expensed when incurred.

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Nonperforming Assets Summary

The following table below sets forth the amounts and categories of our nonperforming loans and nonperforming assets.


	March 31, 2017			December 31, 2016			Quarter Change			March 31, 2018			December 31, 2017			Quarter Change
	(Dollars in thousands)									(Dollars in thousands)
Nonaccrual loans:
One-to-four family residential real estate	$	2,296		$	2,851		$	(555	)	$	1,589		$	2,027		$	(438	)
Multi-family mortgage	106			185			(79		)	369			363			6
Nonresidential real estate	—			260			(260		)
	2,402			3,296			(894		)	1,958			2,390			(432		)
Other real estate owned:
One-to-four family residential	1,986			1,565			421			935			827			108
Multi-family mortgage	615			370			245
Nonresidential real estate	1,808			1,066			742			863			1,520			(657		)
Land	892			894			(2		)	4			4			—
	5,301			3,895			1,406			1,802			2,351			(549		)
Total nonperforming assets	$	7,703		$	7,191		$	512		$	3,760		$	4,741		$	(981	)
Ratios:
Nonperforming loans to total loans	0.18		%	0.25		%				0.15		%	0.18		%
Nonperforming assets to total assets	0.48			0.44						0.24			0.29

Nonperforming Assets

Nonperforming assets ~~totaled~~decreased $1.0 million to $~~7.7~~3.8 million at March 31, ~~2017, and $7.2~~2018 from $4.7 million at of December ~~31, 2016. Nonperforming assets increased $512,000 for the three months ended March~~ 31, 2017. Although we experience occasional isolated instances of new nonaccrual loans, we believe that ~~continuing our aggressive resolution posture~~we will maintain the trends favoring ~~very~~ strong asset quality.

~~Four~~Two residential ~~one multi-family and two nonresidential real estate~~ loans with aan aggregate book balance of ~~$1.9 million~~$562,000 were transferred from nonaccrual loans to OREO during the three months ended March 31, ~~2017.~~2018. We continue to experience modest quantities of defaults on residential real estate loans principally due either to the borrower’s personal financial condition or deteriorated collateral value.

Liquidity and Capital Resources

Liquidity. The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. We manage liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and, to a lesser extent, wholesale borrowings, the proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities and lease payments. The scheduled amortization of loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows, mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition. We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are not renewed or extended. We generally remain fully invested and utilize FHLB advances as an additional sources of ~~funds through FHLBC advances.~~funds. We had ~~$50.0~~$60.0 million of ~~FHLBC~~FHLB advances at March 31, ~~2017~~2018 and December 31, ~~2016.~~2017.

BankFinancial Corporation is a separate legal entity from BankFinancial NA. The Company must provide for its own liquidity to pay any dividends to its shareholders and to repurchase shares of its common stock, and for other corporate purposes. Its primary source of liquidly is dividend payments it receives from the Bank. The Bank's ability to pay dividends to the Company is subject to regulatory limitations. At March 31, 2018, the Company (on an unconsolidated, stand-alone basis) has liquid assets of $6.4 million.

As of March 31, ~~2017,~~2018, we were not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on our liquidity. As of March 31, ~~2017,~~2018, we had no other material commitments for capital expenditures.

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Capital Management - Bank. The overall objectives of our capital management are to ensure the availability of sufficient capital to support loan, deposit and other asset and liability growth opportunities and to maintain sufficient capital to absorb unforeseen losses or write-downs that are inherent in the business risks associated with the banking industry. We seek to balance the need for higher capital levels to address such unforeseen risks and the goal to achieve an adequate return on the capital invested by our stockholders.

The Bank and the Company are subject to regulatory capital requirements administered by the federal banking agencies. The capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve the quantitative measurement of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. The failure to meet minimum capital requirements can result in regulatory actions. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.

Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of March 31, ~~2017~~2018 and December 31, ~~2016,~~2017, the OCC categorized the Bank as well–capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since those notifications that management believes have changed the institution’s well–capitalized status.

The Company and the Bank have each adopted Regulatory Capital Plans that require the Bank to maintain a Tier 1 leverage ratio of at least 7.5% and a total risk-based capital ratio of at least 10.5% (including the Capital Conservation Buffer ("CCB")). The minimum capital ratios set forth in the Regulatory Capital Plans will be increased or decreased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company nor the Bank will pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels or the capital levels required for capital adequacy plus the ~~CCB.~~Capital Conservation Buffer ("CCB"). The minimum CCB at March 31, ~~2017~~2018 is ~~1.25%~~1.875% and will increase 0.625% ~~annually~~ through 2019 to 2.5%. In addition, the Company ~~will~~intends to continue to maintain its ability to serve as a source of financial strength to the Bank by holding at least $5.0 million of cash or liquid assets for that purpose. As of March 31, ~~2017,~~2018, the Bank and the Company were well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

The Bank is subject to regulatory restrictions on the amount of dividends it may declare and pay to the Company without prior regulatory approval, and to regulatory notification requirements for dividends that do not require prior regulatory approval.

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Actual and required capital amounts and ratios were:


	Actual				Required for Capital Adequacy Purposes				To be Well-Capitalized under Prompt Corrective Action Provisions				Actual				Required for Capital Adequacy Purposes				To be Well-Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)												(Dollars in thousands)
March 31, 2017
March 31, 2018
Total capital (to risk-weighted assets):
Consolidated	$	190,479	16.65	%	$	91,510	8.00	%	N/A		N/A		$	197,493	17.72	%	$	89,139	8.00	%	N/A		N/A
BankFinancial, NA	180,381		15.76		91,582		8.00		$	114,477	10.00	%	190,805		17.13		89,115		8.00		$	111,394	10.00	%
Tier 1 (core) capital (to risk-weighted assets):	Tier 1 (core) capital (to risk-weighted assets):												Tier 1 (core) capital (to risk-weighted assets):
Consolidated	182,508		15.96		68,632		6.00		N/A		N/A		189,152		16.98		66,854		6.00		N/A		N/A
BankFinancial, NA	172,410		15.06		68,686		6.00		91,582		8.00		182,464		16.38		66,836		6.00		89,115		8.00
Common Tier 1 (CET1)
Consolidated	182,508		15.96		51,474		4.50		N/A		N/A		189,152		16.98		50,141		4.50		N/A		N/A
BankFinancial, NA	172,410		15.06		51,515		4.50		74,410		6.50		182,464		16.38		50,127		4.50		72,406		6.50
Tier 1 (core) capital (to adjusted average total assets):	Tier 1 (core) capital (to adjusted average total assets):												Tier 1 (core) capital (to adjusted average total assets):
Consolidated	182,508		11.58		63,808		4.00		N/A		N/A		189,152		12.03		62,918		4.00		N/A		N/A
BankFinancial, NA	172,410		10.94		63,029		4.00		78,786		5.00		182,464		11.60		62,911		4.00		78,639		5.00


	Actual				Required for Capital Adequacy Purposes				To be Well-Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
December 31, 2016
December 31, 2017
Total capital (to risk-weighted assets):
Consolidated	$	193,845	16.96	%	$	91,414	8.00	%	N/A		N/A		$	195,371	17.06	%	$	91,590	8.00	%	N/A		N/A
BankFinancial, NA	168,113		14.72		91,386		8.00		$	114,232	10.00	%	188,582		16.48		91,572		8.00		$	114,466	10.00	%
Tier 1 (core) capital (to risk-weighted assets):	Tier 1 (core) capital (to risk-weighted assets):												Tier 1 (core) capital (to risk-weighted assets):
Consolidated	185,718		16.25		68,560		6.00		N/A		N/A		187,005		16.33		68,692		6.00		N/A		N/A
BankFinancial, NA	159,986		14.01		68,539		6.00		91,386		8.00		180,216		15.74		68,679		6.00		91,572		8.00
Common Tier 1 (CET1)
Consolidated	185,718		16.25		51,420		4.50		N/A		N/A		187,005		16.33		51,519		4.50		N/A		N/A
BankFinancial, NA	159,986		14.01		51,404		4.50		74,251		6.50		180,216		15.74		51,509		4.50		74,403		6.50
Tier 1 (core) capital (to adjusted average total assets):	Tier 1 (core) capital (to adjusted average total assets):												Tier 1 (core) capital (to adjusted average total assets):
Consolidated	185,718		11.92		62,306		4.00		N/A		N/A		187,005		11.49		65,085		4.00		N/A		N/A
BankFinancial, NA	159,986		10.27		62,303		4.00		77,879		5.00		180,216		11.08		65,045		4.00		81,307		5.00

Capital Management - Company. Total stockholders’ equity was ~~$202.0~~$198.4 million at March 31, ~~2017,~~2018, compared to ~~$204.8~~$197.6 million at December 31, ~~2016.~~2017. The ~~decrease~~increase in total stockholders’ equity was due to the combined impact of our repurchase of 232,045 shares of our common stock at a total cost of $3.4 million, our declaration and payment of cash dividends totaling $1.2 million, and the net impact of exercise of stock options of $1.2 million during the three months ended March 31, 2017. These items were partially offset by the net income of ~~$1.9~~$3.6 million that we recorded for the three months ended March 31, ~~2017~~2018, partially offset by our repurchase of 81,500 shares of our common stock during the three months ended 2018 at a total cost of $1.3 million and our declaration and payment of cash dividends totaling $1.4 million during the ~~$1.1 million impact of the ESOP loan repayment on March 29, 2017.~~same period.

Quarterly Cash Dividends. The Company declared cash dividends of ~~$0.06~~$0.08 and ~~$0.05~~$0.06 per share for the three months ended March 31, ~~2017~~2018 and March 31, ~~2016,~~2017, respectively.

~~Table of Contents~~

Stock Repurchase Program. During the quarter ended March 31, 2018, the Company repurchased 81,500 shares of its common stock. On ~~October 27, 2016,~~March 28, 2018, the Board extended the expiration date of the ~~current~~Company's share repurchase authorization from ~~December 31, 2016 to~~ June 30, ~~2017,~~2018 to April 30, 2019, and increased the total number of shares authorized for repurchase by ~~an additional 478,789~~500,000 shares. ~~During the quarter ending March 31, 2017, the Company repurchased 232,045 shares of its common stock.~~ As of March 31, ~~2017,~~2018, the Company had repurchased ~~2,100,251~~2,669,279 shares of its common stock out of the ~~2,580,755~~3,330,755 shares of common stock authorized under ~~this~~the share repurchase ~~authorization.~~authorizations. Pursuant to the share repurchase authorization, there are 661,476 shares of common stock authorized for repurchase through April 30, 2019.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Qualitative Analysis. A significant form of market risk is interest rate risk. Interest rate risk results from timing differences in the maturity or repricing of our assets, liabilities and off balance sheet contracts (i.e., forward loan commitments), the effect of loan prepayments and deposit withdrawals, the difference in the behavior of lending and funding rates arising from the use of different indices and “yield curve risk” arising from changing rate relationships across the spectrum of maturities for constant or variable credit risk investments. In addition to directly affecting net interest income, changes in market interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancings, the carrying value of investment securities classified as available-for-sale and the flow and mix of deposits.

The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy and then manage that risk in a manner that is consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest rates. Our Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment and capital and liquidity requirements, and modifies our lending, investing and deposit gathering strategies accordingly. The Board of Directors then reviews the ALCO’s activities and strategies, the effect of those strategies on our net interest margin, and the effect that changes in market interest rates would have on the economic value of our loan and securities portfolios as well as the intrinsic value of our deposits and borrowings, and reports to the full Board of Directors.

We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. In an effort to better manage interest-rate risk, we have de-emphasized the origination of residential mortgage loans, and have increased our emphasis on the origination of nonresidential real estate loans, multi-family mortgage loans, commercial loans and commercial leases. In addition, depending on market interest rates and our capital and liquidity position, we generally sell all or a portion of our longer-term, fixed-rate residential loans, usually on a servicing-retained basis. Further, we primarily invest in shorter-duration securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities, as well as loans with variable rates of interest, helps to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. Finally, we have classified all of our investment portfolio as available-for-sale so as to provide flexibility in liquidity management.

We utilize a combination of analyses to monitor the Bank’s exposure to changes in interest rates. The economic value of equity analysis is a model that estimates the change in net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. In calculating changes in NPV, we assume estimated loan prepayment rates, reinvestment rates and deposit decay rates that seem most likely based on historical experience during prior interest rate changes.

Our net interest income analysis utilizes the data derived from the dynamic GAP analysis, described below, and applies several additional elements, including actual interest rate indices and margins, contractual limitations such as interest rate floors and caps and the U.S. Treasury yield curve as of the balance sheet date. In addition, we apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred instantaneously. Net interest income analysis also adjusts the dynamic GAP repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts.

Our dynamic GAP analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from overnight to five years). Dynamic GAP analysis includes expected cash flows from loans and mortgage-backed securities, applying prepayment rates based on the differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the timing of asset and liability repricing but does not necessarily provide an accurate indicator of interest rate risk because it omits the factors incorporated into the net interest income analysis.

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Quantitative Analysis. The following table sets forth, as of March 31, ~~2017,~~2018, the estimated changes in the Bank’s NPV and net interest income that would result from the designated instantaneous parallel shift in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.


	Estimated Decrease in NPV					Increase (Decrease) in Estimated Net Interest Income					Estimated Decrease in NPV					Increase (Decrease) in Estimated Net Interest Income
Change in Interest Rates (basis points)	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in thousands)										(Dollars in thousands)
+400	$	(31,325	)	(12.65	)%	$	602		1.23	%	$	(40,663	)	(14.98	)%	$	(999	)	(1.91	)%
+300	(19,434		)	(7.85	)	556			1.13		(26,165		)	(9.64	)	(608		)	(1.16	)
+200	(9,955		)	(4.02	)	527			1.07		(14,758		)	(5.44	)	(270		)	(0.52	)
+100	(3,869		)	(1.56	)	337			0.69		(5,669		)	(2.09	)	21			0.04
0
-25	(314		)	(0.13	)	(310		)	(0.63	)
-100											(16,356		)	(6.02	)	(3,454		)	(6.60	)

The table set forth above indicates that at March 31, ~~2017,~~2018, in the event of an immediate 25100 basis point decrease in interest rates, the Bank would be expected to experience a ~~0.13%~~6.02% decrease in NPV and a ~~$310,000~~$3.5 million decrease in net interest income. In the event of an immediate 200 basis point increase in interest rates, the Bank would be expected to experience a ~~4.02%~~5.44% decrease in NPV and a $~~527,000~~270,000 ~~increase~~decrease in net interest income. This data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors, which could reduce the actual impact on NPV and net interest income, if any.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income requires that we make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The NPV and net interest income table presented above assumes that the composition of our interest-rate-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Because of the shortcomings mentioned above, management considers many additional factors such as projected changes in loan and deposit balances and various projected forward interest rate scenarios when evaluating strategies for managing interest rate risk. Accordingly, although the NPV and net interest income table provides an indication of our sensitivity to interest rate changes at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.


ITEM 4.	CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman, Chief Executive Officer and President and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, ~~2017.~~2018. Based on that evaluation, the Company’s management, including the Chairman, Chief Executive Officer, and President and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended March 31, ~~2017,~~2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

4039

PART II


ITEM 1.	LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.


ITEM 1A.	RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company's filings with the Securities and Exchange Commission.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(a)	Unregistered Sale of Equity Securities. Not applicable.


(b)	Use of Proceeds. Not applicable.


(c)	Repurchases of Equity Securities.

The following table sets forth information in connection with purchases of our common stock made by, or, on behalf of us, during the first quarter of ~~2017:~~2018:

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⁾
January 1, 2017 through January 31, 2017 — $ —
— 712,549
February 1, 2017 through February 28, 2017 79,228 14.29
79,228 633,321
March 1, 2017 through March 31, 2017 152,817 14.63
152,817 480,504
232,045 232,045



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⁾
January 1, 2018 through January 31, 2018	—	$	—	—	242,976
February 1, 2018 through February 28, 2018	39,500	15.81		39,500	203,476
March 1, 2018 through March 31, 2018	42,000	16.52		42,000	661,476
	81,500			81,500

⁽¹⁾

On ~~October 27, 2016,~~March 28, 2018, the Board extended the expiration date of the ~~current~~Company's share repurchase authorization from ~~December 31, 2016 to~~ June 30, ~~2017,~~2018 to April 30, 2019, and increased the total number of shares authorized for repurchase by ~~an additional 478,789~~500,000 shares. As of March 31, ~~2017,~~2018, the Company had repurchased ~~2,100,251~~2,669,279 shares of its common stock out of the ~~2,580,755~~3,330,755 shares of common stock authorized under ~~this~~the share repurchase ~~authorization.~~


~~ITEM 3.~~	~~DEFAULTS UPON SENIOR SECURITIES~~authorizations. Pursuant to the share repurchase authorization, there are 661,476 shares of common stock authorized for repurchase through April 30, 2019.

DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.3.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.4.	OTHER INFORMATION

None.


ITEM 6.5.	EXHIBITS

4140



Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101		The following financial statements from the BankFinancial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2017,~~2018, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated statement of conditions, (ii) consolidated statements of operations, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements.


*	A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

4241

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



		BANKFINANCIAL CORPORATION

Dated:	April ~~26, 2017~~30, 2018	By:	/s/ F. Morgan Gasior
			F. Morgan Gasior
			Chairman of the Board, Chief Executive Officer and President

			/s/ Paul A. Cloutier
			Paul A. Cloutier
			Executive Vice President and Chief Financial Officer

4342



									Year ended December 31, 2016
	Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized
December 31, 2016
With no related allowance recorded:
One-to-four family residential real estate	$	5,379	$	4,548	$	886	$	—	$	2,947	$	70
One-to-four family residential real estate - non-owner occupied	503		386		119		—		251		9
Multi-family mortgage - Illinois	787		787		—		—		980		41
	6,669		5,721		1,005		—		4,178		120
With an allowance recorded:
Nonresidential real estate	262		260		21		26		164		—
	262		260		21		26		164		—
	$	6,931	$	5,981	$	1,026	$	26	$	4,342	$	120



	Three Months Ended March 31,
	2017					2016
	Number of loans	Pre- Modification outstanding recorded investment		Post- Modification outstanding recorded investment		Number of loans	Pre- Modification outstanding recorded investment		Post- Modification outstanding recorded investment
One-to-four family residential real estate	—	$	—	$	—	1	$	63	$	63



	Due to reduction in interest rate		Due to extension of maturity date		Due to permanent reduction in recorded investment		Total
For the Three Months Ended March 31, 2016
One-to-four family residential real estate	$	—	$	63	$	—	$	63



	March 31, 2017			December 31, 2016
Allocated to participants	1,203,810			1,125,448
Distributed to participants	(314,062		)	(313,223		)
Unearned	—			831,852
Total ESOP shares	889,748			1,644,077
Fair value of unearned shares	$	—		$	12,328



Stock Options	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ⁽¹⁾
Stock options outstanding at December 31, 2015	1,752,156		$	12.30	1.48	$	778
Stock options granted	—		—
Stock options exercised	—		—
Stock options outstanding at December 31, 2016	1,752,156		$	12.30	0.48	$	4,422
Stock options granted	—		—
Stock options exercised	(1,717,817	)	12.30
Stock options outstanding at March 31, 2017	34,339		$	12.05	0.15	$	85
Stock options exercisable at March 31, 2017	34,339		12.05		0.15	85
Fully vested and expected to vest	34,339		12.05		0.15	85

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company