UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
 _______________________________

FORM 10-Q

FORM 10-Q

(Mark One)

[X]

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

 

For the quarterly period ended

September 30, 20172022

OR
[   ]

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

For the transition period from

 

to

 

Commission file number:

000-52694

 

QUAINT OAK BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania35-2293957

Pennsylvania

35-2293957

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

  

501 Knowles Avenue, Southampton, Pennsylvania

18966

(Address of Principal Executive Offices)

(Zip Code)

(215) 364-4059

(Registrant’s Telephone Number, Including Area Code)

 
(215) 364-4059

Not applicable

(Registrant's Telephone Number, Including Area Code)
Not applicable

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

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

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days.                                                                                                                                                                                                                                                  [X]   Yes   [   ]  No

 

Indicate by check mark whether the registrant has submitted electronically 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).                                                           [X]  Yes  [   ]   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratednon- accelerated filer, or a smaller reporting company, or an emerging growth company.

See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company," and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 
Large accelerated filer[   ]Accelerated filer[   ]

Non-accelerated filer

[   ](Do not check if a smaller reporting company)

Smaller reporting company

[X]Emerging growth company[   ]
 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        

                                                                                                                                                                                                                [  ]   Yes  [X]   No

 

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common stock, as of the latest practicable date:  As of November 8, 2017, 1,917,223 9, 2022, 2,053,527

shares of the Registrant'sRegistrant’s common stock were issued and outstanding.


 

INDEX



PART I - FINANCIAL INFORMATION

Page

 

Item 1 -

Financial Statements

 
 

Consolidated Balance Sheets as of  September 30, 20172022 and December 31, 20162021 (Unaudited)

1

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 20172022 and 20162021 (Unaudited)

2

 

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017

2022 and 20162021 (Unaudited)

3

4

 

Consolidated StatementStatements of Stockholders'Stockholders’ Equity for the Three and Nine Months Ended September 30, 20172022 and 2021 (Unaudited)

4

5

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20172022 and 20162021 (Unaudited)

5

8

 

Notes to the Unaudited Consolidated Financial Statements         

6

10

  

Item 2 -                Management's

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

35

34

 

Item 3 -

Quantitative and Qualitative Disclosures About Market Risk         

47

 

Item 4 -

Controls and Procedures         

47

 

PART II - OTHER INFORMATION

 

Item 1 -

Legal Proceedings         

48

47

 

Item 1A -

Risk Factors

48

 

Item 2 -

Unregistered Sales of Equity Securities and Use of Proceeds

48

 

Item 3 -

Defaults Upon Senior Securities         

48

 

Item 4 -

Mine Safety Disclosures         

48

 

Item 5 -

Other Information         

49

48

 

Item 6 -

Exhibits         

49

 
SIGNATURES


ITEM 1. FINANCIAL STATEMENTS
 

SIGNATURES


ITEM 1. FINANCIAL STATEMENTS

Quaint Oak Bancorp, Inc.

Consolidated Balance Sheets (Unaudited)

  

At September 30,

  

At December 31,

 
  

    2022

  

2021

 
  (In thousands, except share data) 

Assets

 

 

 

Due from banks, non-interest-bearing

 $830  $854 

Due from banks, interest-bearing

  7,509   9,851 

Cash and cash equivalents

  8,339   10,705 

Investment in interest-earning time deposits

  5,569   7,924 

Investment securities available for sale

  3,193   4,033 

Loans held for sale

  88,400   107,823 

Loans receivable, net of allowance for loan losses (2022 $7,141; 2021 $5,262)

  579,154   403,966 

Accrued interest receivable

  3,658   3,139 

Investment in Federal Home Loan Bank stock, at cost

  3,953   2,178 

Bank-owned life insurance

  4,203   4,137 

Premises and equipment, net

  2,916   2,653 

Goodwill

  2,573   2,573 

Other intangible, net of accumulated amortization

  186   222 

Prepaid expenses and other assets

  5,116   4,762 

Total Assets

 $707,260  $554,115 

Liabilities and Stockholders Equity

 

Liabilities

        

Deposits:

        

Non-interest bearing

 $79,825  $64,731 

Interest-bearing

  467,289   382,435 

Total deposits

  547,114   447,166 

Federal Home Loan Bank short-term borrowings

  10,000   26,000 

Federal Home Loan Bank long-term borrowings

  83,022   23,193 

Federal Reserve Bank long-term borrowings

  -   3,895 

Subordinated debt

  7,958   7,933 

Accrued interest payable

  412   174 

Advances from borrowers for taxes and insurance

  3,612   2,856 

Accrued expenses and other liabilities

  9,532   5,989 

Total Liabilities

  661,650   517,206 

Stockholders Equity

        

Preferred stock – $0.01 par value, 1,000,000 shares authorized; none issued or outstanding

  -   - 

Common stock – $0.01 par value; 9,000,000 shares authorized; 2,777,250 issued; 2,053,554 and 2,011,313 outstanding at

        

September 30, 2022 and December 31, 2021, respectively

  28   28 

Additional paid-in capital

  16,024   15,685 

Treasury stock, at cost: 723,696 and 765,937 shares at September 30, 2022 and December 31, 2021, respectively

  (4,748)  (4,977)

Accumulated other comprehensive (loss) income

  (19)  23 

Retained earnings

  29,933   24,030 

Total Quaint Oak Bancorp, Inc. Stockholders' Equity

  41,218   34,789 

Noncontrolling Interest

  4,392   2,120 

Total Stockholders' Equity

 $45,610  $36,909 

Total Liabilities and Stockholders Equity

 $707,260  $554,115 
  At September 30,  At December 31, 
  2017  2016 
  (In thousands, except share data) 
Assets   
Due from banks, non-interest-bearing $547  $399 
Due from banks, interest-bearing  7,682   8,901 
Cash and cash equivalents  8,229   9,300 
Investment in interest-earning time deposits  4,879   6,098 
 Investment securities available for sale  8,434   9,555 
Loans held for sale  6,473   4,712 
Loans receivable, net of allowance for loan losses
         (2017 $1,735; 2016 $1,605)
 193,771   176,807 
Accrued interest receivable  925   862 
Investment in Federal Home Loan Bank stock, at cost  1,134   713 
Bank-owned life insurance  3,793   3,728 
Premises and equipment, net  1,973   1,730 
Goodwill  515   515 
Other intangible, net of accumulated amortization 428   465 
Other real estate owned, net  185   435 
Prepaid expenses and other assets  1,467   1,243 
Total Assets $232,206  $216,163 
  
Liabilities and Stockholders' Equity 
Liabilities        
Deposits:        
Non-interest bearing $7,713  $5,852 
Interest-bearing  174,685   171,155 
Total deposits  182,398   177,007 
Federal Home Loan Bank short-term borrowings  11,500   7,000 
Federal Home Loan Bank long-term borrowings  14,000   8,500 
Accrued interest payable  147   142 
Advances from borrowers for taxes and insurance 1,781   2,210 
Accrued expenses and other liabilities  362   514 
Total Liabilities  210,188   195,373 
          
Stockholders' Equity        
Preferred stock – $0.01 par value, 1,000,000 shares
         authorized; none issued or outstanding  
 
-
   
-
 
Common stock – $0.01 par value; 9,000,000 shares authorized; 2,777,250       
issued; 1,914,486 and 1,891,150 outstanding at September 30,
2017 and December 31, 2016, respectively   
28
   
28
 
Additional paid-in capital  14,415   14,240 
Treasury stock, at cost: 2017 862,764 shares; 2016 886,100 shares  (4,689)  (4,611)
   Unallocated common stock held by:        
         Employee Stock Ownership Plan (ESOP)  (270)  (320)
Recognition & Retention Plan Trust (RRP)  (24)  (47)
Accumulated other comprehensive loss  (1)  (38)
Retained earnings  12,559   11,538 
Total Stockholders' Equity  22,018   20,790 
Total Liabilities and Stockholders' Equity $232,206  $216,163 

See accompanying notes to the unaudited consolidated financial statements.

1

 
ITEM 1. FINANCIAL STATEMENTS
1

 

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

  

For the Three

Months Ended

  

For the Nine

Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(In thousands, except for share data)

 

Interest Income

                

Interest on loans, including fees

 $8,671  $5,944  $22,171  $16,422 

Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock

  325   73   506   327 

Total Interest Income

  8,996   6,017   22,677   16,749 
                 

Interest Expense

                

Interest on deposits

  1,672   702   3,199   2,370 

Interest on Federal Home Loan Bank short-term borrowings

  58   8   133   14 

Interest on Federal Home Loan Bank long-term borrowings

  457   124   958   392 

Interest on Federal Reserve Bank long-term borrowings

  -   8   4   77 

Interest on subordinated debt

  130   130   390   390 

Interest on other short-term borrowings

  22   31   49   127 

Total Interest Expense

  2,339   1,003   4,733   3,370 

Net Interest Income

  6,657   5,014   17,944   13,379 

Provision for Loan Losses

  655   557   1,933   1,259 

Net Interest Income after Provision for Loan Losses

  6,002   4,457   16,011   12,120 
                 

Non-Interest Income

                

Mortgage banking, equipment lending and title abstract fees

  760   604   2,221   1,657 

Real estate sales commissions, net

  88   79   213   143 

Insurance commissions

  152   133   407   373 

Other fees and services charges

  131   38   379   211 

Net loan servicing income

  480   475   954   1,026 

Income from bank-owned life insurance

  23   21   66   61 

Net gain on loans held for sale

  4,281   1,866   11,349   4,416 

Gain on the sale of SBA loans

  58   369   225   636 

Gain on the sale of investment securities available for sale

  -   -   -   362 

Total Non-Interest Income

  5,973   3,585   15,814   8,885 
                 

Non-Interest Expense

                

Salaries and employee benefits

  5,335   4,100   14,817   10,939 

Directors' fees and expenses

  67   58   210   186 

Occupancy and equipment

  477   379   1,363   1,143 

Data processing

  140   234   500   641 

Professional fees

  257   107   669   488 

FDIC deposit insurance assessment

  225   97   454   221 

Other real estate owned expenses

  -   2   -   14 

Advertising

  169   110   531   337 

Amortization of other intangible

  12   12   36   36 

Other

  636   326   1,509   974 

Total Non-Interest Expense

  7,318   5,425   20,089   14,979 
   
For the Three
Months Ended
  
For the Nine
Months Ended
 
   September 30,  September 30, 
  2017  2016  2017  2016 
   (In thousands, except for share data) 
Interest Income   
  Interest on loans $2,577  $2,213  $7,530  $6,497 
  Interest and dividends on short-term investments and investment securities  
96
   
96
   
262
   
244
 
Total Interest Income  2,673   2,309   7,792   6,741 
                 
Interest Expense                
  Interest on deposits  685   638   1,987   1,774 
  Interest on Federal Home Loan Bank borrowings  100   34   207   100 
Total Interest Expense  785   672   2,194   1,874 
                 
Net Interest Income  1,888   1,637   5,598   4,867 
                 
Provision for Loan Losses  83   61   189   172 
                 
Net Interest Income after Provision for Loan Losses  1,805   1,576   5,409   4,695 
                 
Non-Interest Income                
  Mortgage banking and title abstract fees  229   129   487   409 
  Other fees and services charges  5   (20)  49   32 
  Insurance commissions  90   60   256   60 
  Income from bank-owned life insurance  21   23   65   67 
  Net gain on the sale of residential mortgage loans
  687   531   1,511   1,289 
  Gain on sale of SBA loans  32   51   48   108 
  Loss on sales and write-downs on  other real estate owned  -   (54)  (63)  (126)
  Other  32   13   61   36 
Total Non-Interest Income  1,096   733   2,414   1,875 
                 
Non-Interest Expense                
  Salaries and employee benefits  1,324   1,132   3,994   3,321 
  Directors' fees and expenses  52   48   154   155 
  Occupancy and equipment  137   143   427   413 
  Data processing  86   52   219   137 
  Professional fees  105   94   289   291 
  FDIC deposit insurance assessment  44   35   131   103 
  Other real estate owned expense  4   13   12   32 
  Advertising  39   23   117   84 
  Amortization of other intangible  13   8   37   8 
  Other  144   109   447   333 
Total Non-Interest Expense  1,948   1,657   5,827   4,877 
                 
Income before Income Taxes  953   652   1,996   1,693 
Income Taxes  358   250   706   650 
Net Income $595  $402  $1,290  $1,043 
                 
 Earnings per share - basic $0.32  $0.22  $0.69  $0.59 
 Average shares outstanding - basic  1,868,969   1,792,673   1,857,682   1,774,343 
 Earnings per share - diluted $0.30  $0.21  $0.65  $0.54 
 Average shares outstanding - diluted  2,007,819   1,950,413   1,998,138   1,935,757 

See accompanying notes to the unaudited consolidated financial statements.

2

2

ITEM 1. FINANCIAL STATEMENTS

Quaint Oak Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

  

For the Three

Months Ended

  

For the Nine

Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(In thousands, except for share data)

 

Income before Income Taxes

 $4,657  $2,617  $11,736  $6,026 

Income Taxes

  1,012   702   2,531   1,693 

Net Income

 $3,645  $1,915  $9,205  $4,333 

Net Income Attributable to Noncontrolling Interest

 $1,010  $133  $2,551  $12 

Net Income Attributable to Quaint Oak Bancorp, Inc.

 $2,635  $1,782  $6,654  $4,321 
                 

Earnings per share - basic

 $1.29  $0.89  $3.27  $2.17 

Average shares outstanding - basic

  2,050,650   2,002,816   2,034,153   1,991,336 

Earnings per share - diluted

 $1.22  $0.85  $3.09  $2.07 

Average shares outstanding - diluted

  2,168,732   2,100,026   2,150,944   2,085,286 
  
For the Three
Months Ended
  
For the Nine
Months Ended
 
  September 30,  September 30, 
  2017  2016  2017  2016 
  (In thousands)    
Net Income $595  $402  $1,290  $1,043 
                 
Other Comprehensive Income  (Loss):                
Unrealized gains (losses) on investment securities available-for-sale  11   (5)  56   15 
            Income tax effect  (4)  2   (19)  (5)
                 
Other comprehensive income (loss)  7   (3)  37   10 
                 
Total Comprehensive Income $602  $399  $1,327  $1,053 

See accompanying notes to the unaudited consolidated financial statements.

3

 
3

ITEM 1. FINANCIAL STATEMENTS

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders' EquityComprehensive Income (Unaudited)

  

For the Three

Months Ended

  

For the Nine

Months Ended

 
  

September 30,

  

September 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(In thousands)

 

Net Income

 $3,645  $1,915  $9,205  $4,333 
                 

Other Comprehensive Income (Loss):

                

Unrealized gains (losses) on investment securities available-for-sale

  (1)  -   (54)  257 

Income tax effect

  -   -   12   (55)

Reclassification adjustment for gain on sale of investment securities included in

net income

  -   -   -   (362)

Income tax effect

  -   -   -   76 

Other comprehensive loss

  (1)  -   (42)  (84)
                 

Total Comprehensive Income

 $3,644  $1,915  $9,163  $4,249 

Comprehensive Income Attributable to Noncontrolling Interest

 $1,010  $133  $2,551  $12 

Comprehensive Income Attributable to Quaint Oak Bancorp, Inc.

 $2,634  $1,782  $6,612  $4,237 
For the Nine Months Ended September 30, 2017
                   
                         
           Unallocated          
  Common Stock            Common  Accumulated       
  Number of     Additional     Stock Held  Other     Total 
  Shares     Paid-in  Treasury  by Benefit  Comprehensive  Retained  Stockholders' 
  Outstanding  Amount  Capital  Stock  Plans  Income (Loss)  Earnings  Equity 
  (In thousands, except share data) 
BALANCE –DECEMBER 31, 2016  1,891,150  $28  $14,240  $(4,611) $(367) $(38) $11,538  $20,790 
                                 
Common stock allocated by ESOP
          87       51           138 
                                 
Treasury stock  purchase  (27,363)          (341)              (341)
                                 
Reissuance of treasury stock
   under 401(k) Plan
  6,502       49   34               83 
                                 
Reissuance of treasury stock
   under stock incentive plan
  5,397       (28)  28               - 
                                 
Reissuance of treasury stock
   for exercised stock options
  38,800       (8)  201               193 
                                 
Stock based compensation expense          97                   97 
                                 
Release of 4,864 vested RRP shares          (22)      22           - 
                                 
Cash dividends declared ($0.14 per share)
                          (269)  (269)
                                 
Net income                          1,290   1,290 
                                 
Other comprehensive income, net
                      37       37 
                                 
BALANCE – SEPTEMBER 30,  2017  1,914,486  $28  $14,415  $(4,689) $(294) $(1) $12,559  $22,018 

See accompanying notes to the unaudited consolidated financial statements.

4

4

ITEM 1. FINANCIAL STATEMENTS

 

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash FlowsStockholders' Equity (Unaudited)

For the Three Months Ended September 30, 2022

 

 

 

 

 

 

 

 

       
 Common Stock        Accumulated          
 Number of     Additional     Other        Total 
 Shares     Paid-in  Treasury  Comprehensive  Retained  Noncontrolling  Stockholders' 
 Outstanding  Amount  Capital  Stock  Income (Loss)  Earnings  Interest  Equity 
       (In thousands, except share and per share data)          

BALANCE - JUNE 30, 2022

2,045,721 $28 $15,904 $(4,784)$(18)$27,564 $3,485 $42,179 
                        

Common stock allocated by ESOP (4,000

shares)

4,000     59  25           84 

Treasury stock purchase

(760)       (18)          (18)

Reissuance of treasury stock under stock

incentive plan

                     - 

Reissuance of treasury stock under 401(k)

Plan

593     11  4           15 
                        

Reissuance of treasury stock for exercised

stock options

4,000     8  25           33 
                        

Stock based compensation expense

      42              42 
                        

Cash dividends declared ($0.13 per share)

               (266)    (266)
                        

Noncontrolling interest member distribution

                  (103) (103)
                        

Net income

               2,635  1,010  3,645 
                        

Other comprehensive loss, net

            (1)       (1)
                        

BALANCE SEPTEMBER 30, 2022

2,053,554 $28 $16,024 $(4,748)$(19)$29,933 $4,392 $45,610 

For the Three Months Ended September 30, 2021                         
                   Unallocated                 
                   Common   Accumulated             
   Number of       Additional       Stock Held   Other           Total 
   Shares       Paid-in   Treasury   by Benefit   Comprehensive   Retained   Noncontrolling   Stockholders' 
   Outstanding   Amount   Capital   Stock   Plans   Income   Earnings   Interest   Equity 
               (In thousands, except share and per share data)             

BALANCE – JUNE 30, 2021

  2,004,015  $28  $15,457  $(5,022) $(17) $34  $20,606  $2,115  $33,201 
                                     

Common stock allocated by

ESOP (3,607 shares)

          48      17               65 

Reissuance of treasury

stock under 401(k)

Plan

  1,080       14   6                   20 
                                     

Stock based compensation

expense

          42                       42 
                                     

Cash dividends declared

($0.11 per share)

                          (220)      (220)
                                     

Net income 

                          1,782   133   1,915 
                                     

Other comprehensive

income, net

                      -           - 
                                     

BALANCE

SEPTEMBER 30, 2021

2,005,095  $28  $15,561  $(5,016) $-  $34  $22,168  $2,248  $35,023 
  
For the Nine Months
Ended September 30,
 
  2017  2016 
   (In thousands) 
Cash Flows from Operating Activities   
Net income $1,290  $1,043 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Provision for loan losses  189   172 
Depreciation expense  121   140 
Amortization of intangibles  37   8 
Net amortization of securities premiums  15   14 
Accretion of deferred loan fees and costs, net  (253)  (227)
Stock-based compensation expense  235   225 
Net gain on the sale of loans  (1,511)  (1,289)
Gain on the sale of SBA loans  (48)  (108)
Net loss on sale and write-downs of other real estate owned  63   126 
Increase in the cash surrender value of bank-owned life insurance  (65)  (67)
Changes in assets and liabilities which provided (used) cash:        
Loans held for sale-originations  (62,106)  (47,942)
Loans held for sale-proceeds  61,856   50,048 
Accrued interest receivable  (63)  51 
Prepaid expenses and other assets  (243)  (166)
Accrued interest payable  5   13 
Accrued expenses and other liabilities  (152)  45 
Net Cash Provided by (Used in)  Operating Activities  (630)  2,086 
Cash Flows from Investing Activities        
Net decrease in investment in interest-earning time deposits  1,219   73 
Purchase of investment securities available for sale  -   (7,833)
Principal repayments of investment securities available for sale  1,162   784 
Net increase in loans receivable  (16,852)  (18,159)
Net increase (decrease) in investment in Federal Home Loan Bank stock  (421)  25 
Proceeds from the sale of other real estate owned  210   844 
Capitalized expenditures on other real estate owned  (23)  (280)
Purchase of premises and equipment  (364)  (50)
Purchase of insurance agency  -   (1,000)
Net Cash Used in Investing Activities  (15,069)  (25,596)
Cash Flows from Financing Activities        
Net increase in demand deposits and savings accounts  43   3,273 
Net increase in certificate accounts  5,348   22,149 
Net proceeds from Federal Home Loan Bank short-term borrowings  4,500   - 
Proceeds from Federal Home Loan Bank long-term borrowings  8,000   - 
Repayment of Federal Home Loan Bank long-term borrowings  (2,500)  (1,000)
Dividends paid  (269)  (218)
Purchase of treasury stock  (341)  (13)
Proceeds from the reissuance of treasury stock  83   82 
Proceeds from the exercise of stock options  193   133 
Decrease in advances from borrowers for taxes and insurance  (429)  (422)
Net Cash Provided by Financing Activities  14,628   23,984 
Net Increase (Decrease) in Cash and Cash Equivalents  (1,071)  474 
Cash and Cash Equivalents – Beginning of Period  9,300   17,206 
Cash and Cash Equivalents – End of Period $8,229  $17,680 
         
Cash payments for interest $2,189  $1,861 
Cash payments for income taxes $789  $560 

See accompanying notes to the unaudited consolidated financial statements.

5


Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

For the Nine Months Ended September 30, 2022                         
   Common Stock           Accumulated             
   Number of       Additional       Other           Total 
   Shares       Paid-in   Treasury   Comprehensive   Retained   Noncontrolling   Stockholders' 
   Outstanding   Amount   Capital   Stock   Income (Loss)   Earnings   Interest   Equity 
           (In thousands, except share and per share data)         

BALANCE –  DECEMBER 31, 2021

2,011,313  $28  $15,685  $(4,977) $23  $24,030  $2,120  $36,909 
                                 

Common stock allocated by ESOP

(12,000 shares)

  12,000       184   75               259 

Treasury stock purchase

  (1,969)          (46)              (46)

Reissuance of treasury stock under

stock incentive plan

  9,123       (57)  57               - 

Reissuance of treasury stock under

401(k) Plan

  2,087       35   13               48 
                                 

Reissuance of treasury stock for

exercised stock options

  21,000       51   130               181 
                                 

Stock based compensation expense

          126                   126 
                                 

Cash dividends declared ($0.37 per

share)

                      (751)      (751)
                                 

Noncontrolling interest member 

distribution

                          (279)  (279)
                                 

Net income

                      6,654   2,551   9,205 
                                 

Other comprehensive loss, net

                  (42)          (42)
                                 

BALANCE –  SEPTEMBER 30, 2022

  2,053,554  $28  $16,024  $(4,748) $(19) $29,933  $4,392  $45,610 

See accompanying notes to the unaudited consolidated financial statements.

6

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

For the Nine Months Ended September , 2021       Unallocated                 
                   Common   Accumulated             
   Number of       Additional       Stock Held   Other           Total 
   Shares       Paid-in   Treasury   by Benefit   Comprehensive   Retained   Noncontrolling   Stockholders' 
   Outstanding   Amount   Capital   Stock   Plans   Income   Earnings   Interest   Equity 
               (In thousands, except share and per share data)             

BALANCE – 

DECEMBER 31, 2020

  1,986,528  $28  $15,282  $(5,114) $(51) $118  $18,465  $-  $28,728 
                                     

Common stock allocated

by ESOP (10,821 shares)

          136       51               187 
                                     

Treasury stock purchase

  (1,398)          (25)                  (25)
                                     

Reissuance of treasury

stock under 401(k) Plan

  3,044       35   18                   53 
                                     

Reissuance of treasury

stock under stock

incentive plan

  9,421       (58)  58                   - 
                                     

Reissuance of treasury

stock for exercised

stock options

  7,500       40   47                   87 
                                     

Stock based compensation

expense

          126                       126 
                                     

Noncontrolling interest

initial contribution

                              2,236   2,236 
                                     

Cash dividends declared

($0.31 per share)

                          (618)      (618)
                                     

Net income

                          4,321   12   4,333 
                                     

Other comprehensive

loss, net

                      (84)          (84)

BALANCE –  

SEPTEMBER 30, 2021

2,005,095  $28  $15,561  $(5,016) $-  $34  $22,168  $2,248  $35,023 

See accompanying notes to the unaudited consolidated financial statements.

7

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

  

For the Nine Months

 
  

Ended September 30,

 
  

2022

  

2021

 
  

(In Thousands)

 

Cash Flows from Operating Activities

        

Net income

 $9,205  $4,333 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Provision for loan losses

  1,933   1,259 

Depreciation of premises and equipment

  244   228 

Amortization of operating right-of-use assets

  151   122 

Amortization of subordinated debt issuance costs

  25   25 

Amortization of other intangible

  36   36 

Net amortization of securities premiums

  -   6 

Accretion of deferred loan fees and costs, net

  (1,629)  (3,482)

Stock-based compensation expense

  385   313 

Gain on the sale of investment securities available for sale

  -   (362)

Net gain on loans held for sale

  (11,349)  (4,416)

Loans held for sale-originations

  (377,608)  (276,705)

Loans held for sale-proceeds

  408,381   238,398 

Gain on the sale of SBA loans

  (225)  (636)

Increase in the cash surrender value of bank-owned life insurance

  (66)  (61)

Changes in assets and liabilities which provided (used) cash:

        

Accrued interest receivable

  (519)  (284)

Prepaid expenses and other assets

  (493)  1,093 

Accrued interest payable

  238   (52)

Accrued expenses and other liabilities

  3,540   (224)

Net Cash Provided by (Used in) Operating Activities

  32,249   (40,409)

Cash Flows from Investing Activities

        

Purchase of interest-earning time deposits

  (2,132)  (2,141)

Redemption of interest-earning time deposits

  4,487   3,712 

Principal repayments on investment securities available for sale

  787   801 

Proceeds from the sale of investment securities available for sale

  -   5,862 

Net increase in loans receivable

  (175,266)  (21,335)

Purchase of Federal Home Loan Bank stock

  (8,331)  (913)

Redemption of Federal Home Loan Bank stock

  6,556   560 

Acquisition of Oakmont Capital Holdings, net of cash acquired

  -   1,259 

Capitalized expenditures on other real estate owned

  -   (203)

Purchase of premises and equipment

  (507)  (400)

Net Cash Used in Investing Activities

  (174,406)  (12,798)

Cash Flows from Financing Activities

        

Net increase in demand deposits, money markets, and savings accounts

  103,630   111,258 

Net decrease in certificate accounts

  (3,682)  (30,596)

Increase (decrease) in advances from borrowers for taxes and insurance

  756   (423)

Repayments of Federal Home Loan Bank short-term borrowings

  (131,300)  (10,000)

Proceeds from Federal Home Loan Bank short-term borrowings

  115,300   21,000 

Repayments of Federal Home Loan Bank long-term borrowings

  (20,171)  (4,000)

Proceeds from Federal Home Loan Bank long-term borrowings

  80,000   - 

Repayments of Federal Reserve Bank long-term borrowings

  (3,895)  (43,170)

Repayments of other borrowings

  -   (9,956)

Dividends paid

  (751)  (618)

Noncontrolling interest capital distribution

  (279)  - 

Purchase of treasury stock

  (46)  (25)

Proceeds from the reissuance of treasury stock

  48   53 

Proceeds from the exercise of stock options

  181   87 

Net Cash Provided by Financing Activities

  139,791   33,610 

Net Decrease in Cash and Cash Equivalents

  (2,366)  (19,597)

Cash and Cash Equivalents Beginning of Year

  10,705   33,913 

Cash and Cash Equivalents End of Year

 $8,339  $14,316 

See accompanying notes to the unaudited consolidated financial statements.

8

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

  

For the Nine Months

 
  

Ended September 30,

 
  

2022

  

2021

 
  

(In Thousands)

 

Supplementary Disclosure of Cash Flow and Non-Cash Information:

        

Cash payments for interest

 $4,496  $3,348 

Cash payments for income taxes

 $2,892  $2,405 

Initial recognition of operating lease right-of use assets

 $560  $670 

Initial recognition of operating lease obligations

 $502  $670 

See accompanying notes to the unaudited consolidated financial statements.

9

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements 

 

Note 1 Financial Statement Presentation and Significant Accounting Policies

Basis of Financial Presentation.The consolidated financial statements include the accounts of Quaint Oak Bancorp, Inc., a Pennsylvania chartered corporation (the "Company"“Company” or "Quaint“Quaint Oak Bancorp"Bancorp”) and its wholly owned subsidiary, Quaint Oak Bank, a Pennsylvania chartered stock savings bank ("Bank"(the Bank”), along with its wholly owned subsidiaries. At September 30, 2017, 2022, the Bank has fivesix wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, QOB Properties, LLC, and Quaint Oak Insurance Agency, LLC, and Oakmont Commercial, LLC, each a Pennsylvania limited liability company. The mortgage, real estate and abstract companies offer mortgage banking, real estate sales and title abstract services, respectively, primarily in the Lehigh Valley, regionDelaware Valley and Philadelphia County regions of Pennsylvania, andPennsylvania. These companies began operation in July 2009.In February, 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania. QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. On August 1, 2016, Quaint Oak Insurance Agency, LLC began operations by acquiring the renewal rights to the book of business produced and serviced by Signature Insurance Services, LLC, an independent insurance agency located in New Britain, Pennsylvania, thatAugust 2016 and provides a broad range of personal and commercial insurance coverage solutions. Oakmont Commercial, LLC was formed in October 2021 and operates as a multi-state specialty commercial real estate financing company. On April 29, 2022, Oakmont Commercial, LLC, a wholly owned subsidiary of Quaint Oak Bank, purchased all the stock of KCMI Capital, Inc., a Pennsylvania corporation and subsidiary of Wilmington Savings Fund Society, FSB. The purchase price for the shares totaled approximately $55.5 million, which represented the unpaid principal balance of the loan portfolio, the primary asset of KCMI Capital, Inc. As of January 4, 2021, the Bank holds a majority equity position in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with a second significant facility located in Albany, Minnesota. All significant intercompany balances and transactions have been eliminated.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation. Pursuant to the Bank'sBank’s election under Section 10(l)10(l) of the Home Owners'Owners’ Loan Act, the Company is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System. The market area served by the Bank is principally Bucks, County, Pennsylvania and to a lesser extent, Montgomery and Philadelphia Counties and the Lehigh Valley area in Pennsylvania. The Bank has twothree banking locations: the main office location in Southampton, Pennsylvania and a regional banking officeoffices in the Lehigh Valley area ofand Philadelphia. The Bank also has a mortgage office in Philadelphia and an insurance agency office in New Britain Township, Pennsylvania. The principal deposit products offered by the Bank are certificates of deposit, money market accounts, savings accounts and, beginning in December 2014, non-interest bearing checking accounts for businesses and consumers.consumers, and savings accounts. The principal loan products offered by the Bank are fixed and adjustable rate residential and commercial mortgages, construction loans, commercial business loans, home equity loans, and lines of credit, and commercial business loans.

credit.

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

The foregoing consolidated financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof. The balances as of December 31, 2016 2021 have been derived from the audited financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in Quaint Oak Bancorp's 2016Bancorp’s 2021 Annual Report on Form 10-K.10-K. The results of operations for the three or nine months ended September 30, 2017 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2022.

10

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

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

6

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Financial Statement Presentation

Critical Accounting Policies. The Company’s critical accounting policies involving significant judgments and Significant Accounting Policies (Continued)

Loans Receivable.  Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs.  Interest income is accrued on the unpaid principal balance.  Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans.  The Bank is generally amortizing these amounts over the contractual life of the loan.
The loans receivable portfolio is segmented into residential loans, commercial real estate loans, construction loans and consumer loans.  The residential loan segment has two classes: one-to-four family residential owner occupied loans and one-to-four residential family non-owner occupied loans.  The commercial real estate loan segment consists of the following classes: multi-family (five or more) residential, commercial real estate and commercial lines of credit.  Construction loans are generally granted for the purpose of building a single residential home.  Commercial business loans are loans to businesses for working capital, purchase of a business, tenant improvements, receivables, purchase of inventory, and for the purchase of business essential equipment.  Business essential equipment is equipment necessary for a business to support or assist with the day-to-day operation or profitability of the business.   The consumer loan segment consists of the following classes: home equity loans and other consumer loans.  Included in the home equity class are home equity loans and home equity lines of credit.  Included in the other consumer are loans secured by saving accounts.
The accrual of interest is generally discontinued when principal or interest has become 90 days past due unless the loan is in the process of collection and is either guaranteed or well secured.  When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses.  Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management's judgment as to the collectability of principal.  Generally, a loan is restored to accrual status when the obligation is brought current, it has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Allowance for Loan Losses.  The allowance for loan losses represents management's estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans receivable. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.


7

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are designated as impaired. For loans that are designated as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated quarterly to ensure their relevance in the current economic environment.  Residential owner occupied mortgage lending generally entails a lower risk of default than other types of lending. Consumer loans and commercial real estate loans generally involve more risk of collectability because of the type and nature of the collateral and, in certain cases, the absence of collateral. It is the Company's policy to establish a specific reserve for loss on any delinquent loan when it determines that a loss is probable. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not considered impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent.  An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company's impaired loans are measured based on the estimated fair value of the loan's collateral.

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

For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.
8

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower's overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for all loans (except one-to-four family residential owner-occupied loans) where the total amount outstanding to any borrower or group of borrowers exceeds $500,000, or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized as special mention have potential weaknesses that deserve management's close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management's comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Loans Held for SaleLoans originated by the Bank's mortgage banking subsidiary, Quaint Oak Mortgage, LLC, are intended for sale in the secondary market and are carried at the lower of cost or fair value (LOCOM). Gains and losses on loan sales (sales proceeds minus carrying value) are recorded in noninterest income, and direct loan origination costs, commissions and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.

Federal Home Loan Bank StockFederal law requires a member institution of the Federal Home Loan Bank (FHLB) system to hold restricted stock of its district Federal Home Loan Bank according to a predetermined formula.  FHLB stock is carried at cost and evaluated for impairment. When evaluating FHLB stock for impairment, its value is determined based on the ultimate recoverability of the par value of the stock. We evaluate our holdings of FHLB stock for impairment each reporting period. No impairment charges were recognized on FHLB stock during the three or nine months ended September 30, 2017 and 2016.

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

Intangible Assets.   Intangible assets on the consolidated balance sheets represent the acquisition by Quaint Oak Insurance Agency of the renewal rights to the book of business produced and serviced by Signature Insurance Services, LLC on August 1, 2016 at a total cost of $1.0 million. Based on a valuation, $515,000 of the purchase price was determined to be goodwill and $485,000 was determined to be related to the renewal rights to the book of business and deemed an other intangible asset.  The renewal rights are being amortized over a ten year period based upon the annual retention rate of the book of business.
9

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

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

Other Real Estate Owned, Net. Other real estate owned or foreclosed assets are comprised of property acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings take place.  Other real estate properties are initially recorded at fair value, net of estimated selling costs at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of cost or fair value less estimated costs to sell.  Net revenue and expenses from operations and additions to the valuation allowance are included in other expenses.  The Company had no one-to-four family residential properties for which foreclosure proceedings are in process at September 30, 2017.

Share-Based Compensation.  Compensation expense for share-based compensation awards is based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.
At September 30, 2017, the Company has three share-based plans: the 2008 Recognition and Retention Plan ("RRP"), the 2008 Stock Option Plan, and the 2013 Stock Incentive Plan.  Awards under these plans were made in May 2008 and 2013.  These plans are more fully described in Note 10.
The Company also has an employee stock ownership plan ("ESOP").  This plan is more fully described in Note 10.  As ESOP shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the average market price of the shares over the period earned.
Comprehensive Income (Loss).  Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income.  Certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity sectionpreparation of the consolidated balance sheet and  along with net income, are componentsfinancial statements as of comprehensive income.
Earnings per Share.  Amounts reportedSeptember 30, 2022 have remained unchanged from the disclosures presented 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 undeserved ESOP shares, unvested restricted stock (RRP) shares and treasury shares.  Stock options and unvested restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent they would have a dilutive effect if converted to common stock, computed using the "treasury stock" method.
our Annual Report on Form 10-K.

Recent Accounting Pronouncements.Pronouncements Not Yet Adopted. In May 2014, June 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update's core principle is that a company will recognize revenue to depict the transfer of 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. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016 including interim periods within that reporting period. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company's financial instruments are not within the scope of Topic 606.  However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.

10

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities.  This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments.  Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).  The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise.  For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis.  For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period.   The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements. Based on the Company's preliminary analysis of its current portfolio, the impact to the Company's balance sheet is estimated to result in less than a 1% increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.

In June 2016, the FASB issued ASU 2016-13,-13,Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management'smanagement’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-132016-13 is effective for annual and interim periods beginning after December 15, 2019, 2022, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted..adopted. We expect to recognize a one-timeone-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective.

The Company has contracted with a third-party software vendor to assist with the implementation of CECL. The Company is actively working on preliminary test calculations, data validation, as well as process and procedural documentation. The Company is currently conducting runs of the CECL model and the incurred-loss model in parallel. The new model will include additional assumptions used to calculate credit losses over the estimated life of financial assets and will include the impact of forecasted economic conditions. While the total impact of CECL to the Company’s financial statements is unknown at this time, the Company recognizes it may be material.

In November 2019, the FASB issued ASU 2019-10,Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-timeone-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

11

11

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

In August 2016, January 2017, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230):  Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing diversity in practice.  Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities.  The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of the standard will have on the Company's statement of cash flows.

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer. This Update, among others things, clarifies that guarantee fees within the scope of Topic 460, Guarantees, (other than product or service warranties) are not within the scope of Topic 606. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for the new revenue recognition guidance. For public entities with a calendar year-end, the new guidance is effective in the quarter and year beginning January 1, 2018.  The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operations.

In January 2017, the FASB issued ASU 2017-04, -04,Simplifying the Test for Goodwill Impairment.Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unitsunit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission ("SEC"(“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date for ASC 350, Intangibles – Goodwill and Other, for smaller reporting companies to fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company'sCompany’s financial statementsstatements.

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

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

12

12

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


In March 2017, 2020, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees2020-04,Reference Rate Reform (Topic 848):Facilitation of the Effects of Reference Rate Reform on Financial Reporting,March 2020, to provide temporary optional expedients and Other Costs (Subtopic 310-20).exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to re-measure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this Update shortenASU are effective for all entities upon issuance through December 31, 2022. The Company is currently evaluating the amortization periodimpact the adoption of the standard will have on the Company’s financial position or results of operations.

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

In March 2022, the FASB issued ASU 2022-02,Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures. The guidance amends ASC 326 to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an accounting changeentity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance is only for securities held at a discount; the discount continues to be amortized to maturity.  For public business entities that have adopted the amendments in this Update are effective2016-13 for fiscal years, and interim periods within those fiscal years, beginningbeginning after December 15, 2018.  2022. Early adoption is permitted,using prospective application, including adoption in an interim period.  If an entity early adoptsperiod where the amendments in an interim period, any adjustmentsguidance should be reflectedapplied as of the beginning of the fiscal year that includes that interim period.  An entity should applyyear. The Company is currently evaluating the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings asimpact the adoption of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle.  This Update is not expected tostandard will have a significant impact on the Company'sCompany’s financial statements.position or results of operations.


13

In May 2017, the FASB issued ASU 2017-09, Compensation

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements 

Note 1 Stock Compensation (Topic 718), which affects any entity that changes the terms or conditions of a share-based payment award.  This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards.  The amendments in this Update are effective for all entities for annual periods, Financial Statement Presentation and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. This Update is not expected to have a significant impact on the Company's financial statements.


Significant Accounting Policies (Continued)

Reclassifications. Certain items in the 20162021 consolidated financial statements have been reclassified to conform to the presentation in the 20172022 consolidated financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements. The reclassifications had no effect on net income or stockholders'stockholders’ equity.


Note 2 Earnings Per Share


Earnings per share ("EPS"(“EPS”) consists of two separate components, basic EPS and diluted EPS. Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents ("CSEs"(“CSEs”). CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested restricted Earnings per share (“EPS”) consists of two separate components, basic EPS and diluted EPS. Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested restricted stock (RRP) shares.awards. Common stock equivalents which are considered antidilutive are not included for the purposes of this calculation. For the three and nine months ended September 30, 2017 2022 and 2016,2021, all unvested restricted stock program awards and outstanding stock options granted under the 2008 Stock Option Plan, the 2013 Stock Incentive Plan and the 2018 Stock Incentive Plan representing shares were dilutive.

13

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

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

  

For the Three Months Ended

September 30,

  

For the Nine Months Ended

September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Net Income Attributable to Quaint Oak Bancorp, Inc.

 $2,635,000  $1,782,000  $6,654,000  $4,321,000 
                 

Weighted average shares outstanding – basic

  2,050,650   2,002,816   2,034,153   1,991,336 

Effect of dilutive common stock equivalents

  118,082   97,211   116,791   93,950 

Adjusted weighted average shares outstanding – diluted

  2,168,732   2,100,026   2,150,944   2,085,286 
                 

Basic earnings per share

 $1.29  $0.89  $3.27  $2.17 

Diluted earnings per share

 $1.22  $0.85  $3.09  $2.07 

14


  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net Income $
595,000
  $402,000  $1,290,000  $1,043,000 
                 
Weighted average shares outstanding – basic  1,868,969   1,792,673   1,857,682   1,774,343 
Effect of dilutive common stock equivalents  138,850   157,740   140,456   161,414 
Adjusted weighted average shares outstanding – diluted  2,007,819   1,950,413   1,998,138   1,935,757 
                 
Basic earnings per share $0.32  $0.22  $0.69  $0.59 
Diluted earnings per share $0.30  $0.21  $0.65  $0.54 

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements 


Note 3 Accumulated Other Comprehensive Income (Loss)


The following table presents the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and nine months ended September 30, 2017 2022 and 20162021 (in thousands):


  
Unrealized Gains (Losses) on Investment Securities
Available for Sale (1)
 
  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Balance at the beginning of the period $(8) $1  $(38) $(12)
Other comprehensive income (loss) before classifications  7   (3)  37   10 
Amount reclassified from accumulated other comprehensive income (loss)  
-
   
-
   
-
   
-
 
Total other comprehensive income (loss)  7   
(3
)  37   10 
Balance at the end of the period $
(1
) $(2) $(1) $(2)
_______________
(1)

  

Unrealized Gains (Losses) on Investment Securities Available

for Sale (1)

 
  

For the Three Months Ended

September 30,

  

For the Nine Months Ended

September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Balance at the beginning of the period

 $(18) $34  $23  $118 

Other comprehensive income (loss) before classifications

  (1)  -   (42)  202 

Amount reclassified from accumulated other comprehensive loss

  -   -   -   (286)

Total other comprehensive loss

  (1)  -   (42)  (84)

Balance at the end of the period

 $(19) $34  $(19) $34 

_________________

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

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2022 and 2021 (in thousands):

Details About Other Comprehensive Loss

 

Amount Reclassified from Accumulated

Other Comprehensive (Loss) Income (1)

 

Affected Line Item in the

Statement of Income

  

For the Three Months

Ended September 30,

  

For the Nine Months

Ended September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Unrealized losses on investment securities

available for sale

 $-  $-  $-  $362 

Gain on sales of investment securities available for sale

   -   -   -   (76)

Income taxes

  $-  $-  $-  $286  

(1)

Amounts in parentheses indicate debits to net income.


Note 4 Investment in Interest-Earning Time Deposits

The investment in interest-earning time deposits as of September 30, 2017 2022 and December 31, 2016,2021, by contractual maturity, are shown below (in(in thousands):

  

September 30,

2022

  

December 31,

2021

 

Due in one year or less

 $3,111  $4,487 

Due after one year through five years

  2,458   3,437 

Total

 $5,569  $7,924 

15


  
September 30,
2017
  
December 31,
2016
 
Investment in interest-earning time deposits   
     Due in one year or less $761  $2,849 
     Due after one year through five years  4,118   3,249 
Total $4,879  $6,098 

14

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

Note 5 Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale at September 30, 2017 2022 and December 31, 2016 2021 are summarized below (in thousands): 


  September 30, 2017 
  
Amortized Cost
  Gross Unrealized Gains  Gross Unrealized (Losses)  
Fair Value
 
    Available for Sale:            
   Mortgage-backed securities:            
      Governmental National Mortgage Association securities $5,884  $20  $-  $5,904 
      Federal Home Loan Mortgage Corporation securities  1,605   -   (15)  1,590 
          Federal National Mortgage Association securities  586   -   (3)  583 
             Total mortgage-backed securities  8,075   20   (18)  8,077 
      Debt securities:                
          U.S. government agency  360   -   (3)  357 
             Total available-for-sale securities $8,435  $20  $(21) $8,434 

  December 31, 2016 
  
Amortized Cost
  Gross Unrealized Gains  Gross Unrealized (Losses)  
Fair Value
 
    Available for Sale:            
   Mortgage-backed securities:            
      Governmental National Mortgage Association securities $6,608  $1  $(19) $6,590 
      Federal Home Loan Mortgage Corporation securities  1,892   -   (21)  1,871 
          Federal National Mortgage Association securities  752   -   (12)  740 
             Total mortgage-backed securities  9,252   1   (52)  9,201 
      Debt securities:                
          U.S. government agency  360   -   (6)  354 
             Total available-for-sale securities $9,612  $1  $(58) $9,555 

  

September 30, 2022

 
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

(Losses)

  

Fair Value

 

Available for Sale:

                

Mortgage-backed securities:

                

Government National Mortgage Association securities

 $3,100  $-  $(26) $3,074 

Federal National Mortgage Association securities

  117   2   -   119 

Total available-for-sale-securities

 $3,217  $2  $(26) $3,193 

  

December 31, 2021

 
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

(Losses)

  

Fair Value

 

Available for Sale:

                

Mortgage-backed securities:

                

Government National Mortgage Association securities

 $3,860  $22  $-  $3,882 

Federal National Mortgage Association securities

  144   7   -   151 

Total available-for-sale-securities

 $4,004  $29  $-  $4,033 

The amortized cost and fair value of debtmortgage-backed securities at September 30, 2017, 2022, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

  Available for Sale 
  Amortized Cost  Fair Value 
Debt securities      
     Due after one year through five years $360  $357 
     Due after ten years  8,075   8,077 
Total $8,435  $8,434 

15

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 5 – Investment Securities Available for Sale (Continued)

  

Available for Sale

 
  

Amortized Cost

  

Fair Value

 

Due after five years through ten years

 $-  $- 

Due after ten years

 $3,217  $3,193 

Total

 $3,217  $3,193 

The following tables show the Company'sCompany’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at September 30, 2017 and 2022 (in thousands):

     September 30, 2022 
      

Less than Twelve Months

  

Twelve Months or Greater

  

Total

 
           Gross       Gross       Gross 
   Number of       Unrealized       Unrealized       Unrealized 
   Securities   Fair Value   Loss   Fair Value   Losses   Fair Value   Losses 

Government National Mortgage Association securities

  11  $3,074  $(26) $-  $-  $3,074  $(26)

At December 31, 2016 (in thousands):

  September 30, 2017 
     Less than Twelve Months  Twelve Months or Greater  Total 
  
Number of
Securities
  Fair Value  
Gross
Unrealized
Losses
  Fair Value  
Gross
Unrealized
Losses
  Fair Value  
Gross
Unrealized
Losses
 
Federal Home Loan
     Mortgage Corporation mortgage-backed
     securities
  2  $768  $(8) $822  $(7) $1,590  $(15)
Federal National Mortgage Association mortgage-backed securities  1   -   -   583   (3)  583   (3)
Debt securities, U.S. government agency  1   -   -   357   (3)  357   (3)
        Total  4  $768  $(8) $1,762  $(13) $2,530  $(21)

  December 31, 2016 
     Less than Twelve Months  Twelve Months or Greater  Total 
  
Number of
Securities
  Fair Value  
Gross
Unrealized
Losses
  Fair Value  
Gross
Unrealized
Losses
  Fair Value  
Gross
Unrealized
Losses
 
Governmental National Mortgage Association mortgage-backed securities  8  $5,874  $(19) $-  $-  $5,874  $(19)
Federal Home Loan Mortgage Corporation mortgage-backed securities  2   1,871   (21)  -   -   1,871   (21)
Federal National Mortgage Association mortgage-backed securities  1   740   (12)  -   -   740   (12)
Debt securities, U.S. government agency  1   354   (6)  -   -   354   (6)
        Total  12  $8,839  $(58) $-  $-  $8,839  $(58)

At September 30, 2017, 2021, there were fourno securities in an unrealized loss position that at such date had an aggregate depreciation of 0.80% from the Company's amortized cost basis. Management believes that the estimated fair value of the securities disclosed above is primarily dependent on the movement of market interest rates.  Management evaluated the length of time and the extent to which the fair value has been less than cost and the financial condition and near term prospects of the issuer, including any specific events which may influence the operations of the issuer.  The Company has the ability and intent to hold the securities until the anticipated recovery of fair value occurs. Management does not believe any individual unrealized loss as of September 30, 2017 represents an other-than-temporary impairment.position. There were no impairment charges recognized during the three and or nine months ended September 30, 2017 2022 or 2016.2021.

16

16

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

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


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

  
September 30,
2017
  
December 31,
2016
 
Real estate loans:      
One-to-four family residential:      
Owner occupied $5,434  $5,389 
Non-owner occupied  52,501   51,893 
Total one-to-four family residential  57,935   57,282 
Multi-family (five or more) residential  20,326   14,641 
Commercial real estate  86,800   77,730 
Construction  15,387   15,355 
Home equity  4,201   4,775 
Total real estate loans  184,649   169,783 
         
Commercial business  11,571   9,295 
Other consumer  43   26 
Total Loans  196,263   179,104 
         
Deferred loan fees and costs  (757)  (692)
Allowance for loan losses  (1,735)  (1,605)
Net Loans $193,771  $176,807 

  

September 30,

2022

  

December 31,

2021

 

Real estate loans:

        

One-to-four family residential:

        

Owner occupied

 $17,424  $9,779 

Non-owner occupied

  39,410   38,752 

Total one-to-four family residential

  56,834   48,531 

Multi-family (five or more) residential

  48,468   29,344 

Commercial real estate

  313,160   183,822 

Construction

  25,838   15,843 

Home equity

  5,265   4,706 

Total real estate loans

  449,565   282,246 
         

Commercial business(1)

  138,133   129,608 

Other consumer

  3   12 

Total Loans

  587,701   411,866 
         

Deferred loan fees and costs

  (1,406)  (2,638)

Allowance for loan losses

  (7,141)  (5,262)

Net Loans

 $579,154  $403,966 

__________________

(1)Includes $3.0 million and $42.6 million of PPP loans at September 30, 2022 and December 31, 2021, respectively.

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company'sCompany’s internal risk rating system as of September 30, 2017 2022 and December 31, 20162021 (in thousands): 

  

September 30, 2022

 
  

Pass

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

 

One-to-four family residential owner occupied

 $17,014  $410  $-  $-  $17,424 

One-to-four family residential non-owner occupied

  39,402   -   8   -   39,410 

Multi-family residential

  46,760   -   1,708   -   48,468 

Commercial real estate

  312,163   -   997   -   313,160 

Construction

  25,838   -   -   -   25,838 

Home equity

  5,265   -   -   -   5,265 

Commercial business

  136,310   103   1,720   -   138,133 

Other consumer

  3   -   -   -   3 

Total

 $582,755  $513  $4,433  $-  $587,701 

  

December 31, 2021

 
  

Pass

  

Special

Mention

  

Substandard

  

Doubtful

  

Total

 

One-to-four family residential owner occupied

 $9,365  $414  $-  $-  $9,779 

One-to-four family residential non-owner occupied

  38,743   -   9   -   38,752 

Multi-family residential

  27,621   1,723   -   -   29,344 

Commercial real estate

  181,914   -   1,908   -   183,822 

Construction

  15,843   -   -   -   15,843 

Home equity

  4,706   -   -   -   4,706 

Commercial business

  125,725   -   3,883   -   129,608 

Other consumer

  12   -   -   -   12 

Total

 $403,929  $2,137  $5,800  $-  $411,866 


17
  September 30, 2017 
  Pass  
Special
Mention
  Substandard  Doubtful  Total 
One-to-four family residential owner occupied $5,434  $-  $-  $-  $5,434 
One-to-four family residential non-owner occupied  51,963   -   538   -   52,501 
Multi-family residential  20,326   -   -   -   20,326 
Commercial real estate  85,716   117   967   -   86,800 
Construction  13,318   -   2,069   -   15,387 
Home equity  4,201   -   -   -   4,201 
Commercial business  11,535   36   -   -   11,571 
Other consumer  43   -   -   -   43 
Total $192,536  $153  $3,574  $-  $196,263 

17

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


  December 31, 2016 
  Pass  
Special
Mention
  Substandard  Doubtful  Total 
One-to-four family residential owner occupied $5,389  $-  $-  $-  $5,389 
One-to-four family residential non-owner occupied  50,864   122   907   -   51,893 
Multi-family residential  14,641   -   -   -   14,641 
Commercial real estate  76,281   117   1,332   -   77,730 
Construction  13,355   -   2,000   -   15,355 
Home equity  4,775   -   -   -   4,775 
Commercial business  9,295   -   -   -   9,295 
Other consumer  26   -   -   -   26 
Total $174,626  $239  $4,239  $-  $179,104 

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of September 30, 2017 2022 as well as the average recorded investment and related interest income for the period then ended (in thousands):

  

September 30, 2022

 
  

Recorded

Investment

  

Unpaid

Principal

Balance

  

Related

Allowance

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 

With no related allowance recorded:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $-  $- 

One-to-four family residential non-owner occupied

  8   9   -   9   - 

Multi-family residential

  1,708   1,723   -   1,723   - 

Commercial real estate

  130   130   -   130   9 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   -   - 

Other consumer

  -   -   -   -   - 
               -     

With an allowance recorded:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $-  $- 

One-to-four family residential non-owner occupied

  -   -   -   -   - 

Multi-family residential

  -   -   -   -   - 

Commercial real estate

  -   -   -   -   - 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   -   - 

Other consumer

  -   -   -   -   - 
                     

Total:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $-  $- 

One-to-four family residential non-owner occupied

  8   9   -   9   - 

Multi-family residential

  1,708   1,723   -   1,723   - 

Commercial real estate

  130   130   -   130   9 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   -   - 

Other consumer

  -   -   -   -   - 

Total

 $1,846  $1,862  $-  $1,862  $9 

18


  September 30, 2017 
  
Recorded
Investment
  
Unpaid
Principal
Balance
  
Related
Allowance
  
Average
Recorded
Investment
  
Interest
Income
Recognized
 
With no related allowance recorded:               
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  565   565   -   1,058   18 
Multi-family residential  -   -   -   -   - 
Commercial real estate  398   398   -   398   - 
Construction  2,069   2,069   -   2,061   58 
Home equity  46   46   -   48   4 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
                     
With an allowance recorded:                    
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  170   170   38   95   4 
Multi-family residential  -   -   -   -   - 
Commercial real estate  133   133   1   395   7 
Construction  -   -   -   -   - 
Home equity  -   -   -   -   - 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
                     
Total:                    
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  735   735   38   1,153   22 
Multi-family residential  -   -   -   -   - 
Commercial real estate  531   531   1   793   7 
Construction  2,069   2,069   -   2,061   58 
Home equity  46   46   -   48   4 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total $3,381  $3,381  $39  $4,055  $91 

18

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2016 2021 as well as the average recorded investment and related interest income for the year then ended (in thousands):


  December 31, 2016 
  
Recorded
Investment
  
Unpaid
Principal
Balance
  
Related
Allowance
  
Average
Recorded
Investment
  
Interest
Income
Recognized
 
With no related allowance recorded:               
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  925   925   -   1,208   56 
Multi-family residential  -   -   -   -   - 
Commercial real estate  660   660   -   660   7 
Construction  -   -   -   -   - 
Home equity  49   49   -   82   6 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
                     
With an allowance recorded:                    
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  167   167   28   169   8 
Multi-family residential  -   -   -   -   - 
Commercial real estate  133   133   11   133   9 
Construction  -   -   -   -   - 
Home equity  -   -   -   -   - 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
                     
Total:                    
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  1,092   1,092   28   1,377   64 
Multi-family residential  -   -   -   -   - 
Commercial real estate  793   793   11   793   16 
Construction  -   -   -   -   - 
Home equity  49   49   -   82   6 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total $1,934  $1,934  $39  $2,252  $86 

  

December 31, 2021

 
  

Recorded

Investment

  

Unpaid

Principal

Balance

  

Related

Allowance

  

Average

Recorded

Investment

  

Interest

Income

Recognized

 

With no related allowance recorded:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $66  $- 

One-to-four family residential non-owner occupied

  9   9   -   9   - 

Multi-family residential

  -   -   -   -   - 

Commercial real estate

  131   131   -   131   12 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   18   - 

Other consumer

  -   -   -   -   - 
                     

With an allowance recorded:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $-  $- 

One-to-four family residential non-owner occupied

  -   -   -   -   - 

Multi-family residential

  -   -   -   -   - 

Commercial real estate

  -   -   -   -   - 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   -   - 

Other consumer

  -   -   -   -   - 
                     

Total:

                    

One-to-four family residential owner occupied

 $-  $-  $-  $66  $- 

One-to-four family residential non-owner occupied

  9   9   -   9   - 

Multi-family residential

  -   -   -   -   - 

Commercial real estate

  131   131   -   131   12 

Construction

  -   -   -   -   - 

Home equity

  -   -   -   -   - 

Commercial business

  -   -   -   18   - 

Other consumer

  -   -   -   -   - 

Total

 $140  $140  $-  $224  $12 

The loan portfolio also includes certain loans that have been modified in a troubled debt restructuring, where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forbearance, or other actions. At September 30, 2017,September30,2022, the Company had eighttwo loans totaling $719,000$138,000 that were identified as troubled debt restructurings. All eightOne of these loans werewas performing in accordance with theirits modified terms.terms and one was on non-accrual as of September 30, 2022. During the nine month period ended September 30, 2022, no new loans were identified as TDRs. At December 31, 2016, 2021, the Company had eighttwo loans totaling $733,000$140,000 that were identified as troubled debt restructurings ("TDR").  restructurings. One of these loans was performing in accordance with its modified terms and one was on non-accrual as of December 31, 2021. If a TDR is placed on non-accrual it is not reverted back to accruing status until the borrower makes timely payments as contracted for at least ninesix months and future collection under the revised terms is probable.  During the nine months ended September 30, 2017, no new loans were identified as TDRs.

19


 
19

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


The following tables present the Company's TDR loans as of September 30, 2017 and December 31, 2016 (dollar amounts in thousands):

  September 30, 2017 
  
Number of
Contracts
  
Recorded
Investment
  
Non-
Accrual
  Accruing  
Related
Allowance
 
One-to-four family residential owner occupied  -  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  5   540   -   540   21 
Multi-family residential  -   -   -   -   - 
Commercial real estate  1   133   -   133   1 
Construction  -   -   -   -   - 
Home equity  2   46   -   46   - 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total  8  $719  $-  $719  $22 

  December 31, 2016 
  
Number of
Contracts
  
Recorded
Investment
  
Non-
Accrual
  Accruing  
Related
Allowance
 
One-to-four family residential owner occupied  -  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  5   551   -   551   28 
Multi-family residential  -   -   -   -   - 
Commercial real estate  1   133   -   133   11 
Construction  -   -   -   -   - 
Home equity  2   49   -   49   - 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total  8  $733  $-  $733  $39 

The contractual aging of the TDRs in the table above as of September 30, 2017 and December 31, 2016 is as follows (in thousands):

  September 30, 2017 
  
Accruing
Past Due
Less than 30
Days
  
Past Due
30-89 Days
  
90 Days or
More Past
Due
  
Non-
Accrual
  Total 
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  540   -   -   -   540 
Multi-family residential  -   -   -   -   - 
Commercial real estate  133   -   -   -   133 
Construction  -   -   -   -   - 
Home equity  46   -   -   -   46 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total $719  $-  $-  $-  $719 
20

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

  December 31, 2016 
  
Accruing
Past Due
Less than 30
Days
  
Past Due
30-89 Days
  
90 Days or
More Past
Due
  
Non-
Accrual
  Total 
One-to-four family residential owner occupied $-  $-  $-  $-  $- 
One-to-four family residential non-owner occupied  551   -   -   -   551 
Multi-family residential  -   -   -   -   - 
Commercial real estate  133   -   -   -   133 
Construction  -   -   -   -   - 
Home equity  49   -   -   -   49 
Commercial business  -   -   -   -   - 
Other consumer  -   -   -   -   - 
Total $733  $-  $-  $-  $733 

Any reserve for an impaired TDR loan is based upon the present value of the future expected cash flows discounted at the loan'sloan’s original effective rate or upon the fair value of the collateral less costs to sell, if the loan is deemed collateral dependent. At September 30, 2017 2022 there were no commitments to lend additional funds to debtors whose loan terms have been modified as TDRs.


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

21

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the three and nine months ended September 30, 2017 2022 and recorded investment in loans receivable as of September 30, 2017 (in2022 (in thousands):

  
September 30, 2017
 
  
1-4 Family
Residential
Owner
Occupied
  
1-4 Family
Residential
Non-Owner
Occupied
  
Multi-Family
Residential
  
Commercial
Real Estate
  Construction  Home Equity  
Commercial
Business
and Other
Consumer
  
Unallocated
  Total 
For the Three Months Ended September 30, 2017 
Allowance for loan losses: 
Beginning balance $45  $465  $156  $645  $137  $41  $111  $90  $1,690 
Charge-offs  -   (38)  -   -   -   -   -   -   (38)
Recoveries  -   -   -   -   -   -   -   -   - 
Provision  (2)  93   (14)  10   (4)  (18)  18   -   83 
Ending balance $43  $520  $142  $655  $133  $23  $129  $90  $1,735 
                                     
For the Nine Months Ended September 30, 2017 
Allowance for loan losses: 
Beginning balance $41  $503  $103  $616  $138  $37  $87  $80  $1,605 
Charge-offs  -   (38)  -   (24)  -   -   -   -   (62)
Recoveries  -   -   -   3   -   -   -   -   3 
Provision  2   55   39   60   (5)  
(14
)  42   10   189 
Ending balance $43  $520  $142  $655  $133  $23  $129  $90  $1,735 
                                     
Ending balance evaluated 
for impairment:                                    
Individually $-  $38  $-  $1  $-  $-  $-  $-  $39 
Collectively $43  $482  $142  $654  $133  $23  $129  $90  $1,696 
                                     
Loans receivable:                                 
Ending balance: $5,434  $52,501  $20,326  $86,800  $15,387  $4,201  $11,614  $-  $196,263 
                                     
Ending balance evaluated                                 
  for impairment:                                    
Individually $-  $735  $-  $531  $2,069  $46  $-  $-  $3,381 
Collectively $5,434  $51,766  $20,326  $86,269  $13,318  $4,155  $11,614  $-  $192,882 

  

September 30, 2022

 
  

1-4 Family

Residential

Owner

Occupied

  

1-4 Family

Residential

Non-Owner

Occupied

  

Multi-Family

Residential

  

Commercial

Real Estate

  

Construction

  

Home

Equity

  

Commercial

Business

and Other

Consumer

  

Unallocated

  

Total

 
For the Three Months Ended September 30, 2022 

Allowance for loan losses:

 

Beginning balance

 $104  $276  $377  $3,383  $283  $32  $1,735  $350  $6,540 

Charge-offs

  -   -   -   -   -   -   (54)  -   (54)

Recoveries

  -   -   -   -   -   -   -   -   - 

Provision

  15   7   90   187   (76)  3   379   50   655 

Ending balance

 $119  $283  $467  $3,570  $207  $35  $2,060  $400  $7,141 
                                     
For the Nine Months Ended September 30, 2022 

Allowance for loan losses:

 

Beginning balance

 $73  $292  $249  $2,475  $119  $29  $1,625  $400  $5,262 

Charge-offs

  -   -   -   -   -   -   (54)  -   (54)

Recoveries

  -   -   -   -   -   -   -   -   - 

Provision

  46   (9)  218   1,095   88   6   489   -   1,933 

Ending balance

 $119  $283  $467  $3,570  $207  $35  $2,060  $400  $7,141 
                                     

Ending balance evaluated

 

for impairment:

                                    

Individually

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

Collectively

 $119  $283  $467  $3,570  $207  $35  $2,060  $400  $7,141 
                                     

Loans receivable:

                                 

Ending balance:

 $17,424  $39,410  $48,468  $313,160  $25,838  $5,265  $138,136     $587,701 
                                     

Ending balance evaluated

                            ��    

for impairment:

                                    

Individually

 $-  $8  $1,708  $130  $-  $-  $-      $1,846 

Collectively

 $17,424  $39,402  $46,760  $313,030  $25,838  $5,265  $138,136      $585,855 

The Bank allocated increased allowance for loan loss provisions to the 1-4 family residential non-owner occupiedcommercial real estate loan portfolio class for the three and nine months ended September 30, 2017, 2022, due primarily to charge-offschanges in quantitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial business loan portfolio class for the nine months ended September 30, 2022, due primarily to changes in quantitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the multi-family residential loan portfolio class for the nine months ended September 30, 2022, due primarily to changes in qualitative and quantitative factors in this portfolio class.

20

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the three and nine months ended September 30, 2021 and recorded investment in loans receivable as of September 30, 2021 (in thousands):

  

September 30, 2021

 
  

1-4 Family

Residential

Owner

Occupied

  

1-4 Family

Residential

Non-Owner

Occupied

  

Multi-Family

Residential

  

Commercial

Real Estate

  

Construction

  

Home

Equity

  

Commercial

Business

and Other

Consumer

  

Unallocated

  

Total

 

For the Three Months Ended September 30, 2021

 

Allowance for loan losses:

 

Beginning balance

 $72  $356  $242  $1,617  $163  $26  $970  $300  $3,746 

Charge-offs

  -   -   -   -   -   -   -   -   - 

Recoveries

  -   -   -   -   -   -   -   -   - 

Provision

  -   22   5   407   (28)  (4)  205   (50)  557 

Ending balance

 $72  $378  $247  $2,024  $135  $22  $1,175  $250  $4,303 
                                     

For the Nine Months Ended September 30, 2021

 

Allowance for loan losses:

 

Beginning balance

 $88  $362  $229  $1,287  $62  $20  $763  $250  $3,061 

Charge-offs

  -   -   -   -   -   -   (17)  -   (17)

Recoveries

  -   -   -   -   -   -   -   -   - 

Provision

  (16)  16   18   737   73   2   429   -   1,259 

Ending balance

 $72  $378  $247  $2,024  $135  $22  $1,175  $250  $4,303 

Ending balance evaluated

 

for impairment:

                                    

Individually

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

Collectively

 $72  $378  $247  $2,024  $135  $22  $1,175  $250  $4,303 

The Bank allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the three months ended September 30, 2021, due primarily to changes in quantitative and qualitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the three and nine months ended September 30, 2017, 2021, due primarily to increased balances and delinquencieschanges in quantitative factors in this portfolio class.class The Bank allocated increased allowance for loan loss provisions to the commercial business loan portfolio class for the three and nine months ended September 30, 2017, 2021, due primarily to increased balanceschanges in qualitative and changes to qualitativequantitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions toIn general, the multi-family residential portfolio class forprimary driver of the nine months ended September 30, 2017, due primarily to increased balancesincrease in this portfolio class.  The Bank allocated decreased allowance for loan loss provisions toqualitative factors was the home equity portfolio class foreconomic trends factor associated with the three and nine months ended September 30, 2017, due primarily to decreased balances and delinquencies in this portfolio class.



COVID-19 pandemic.

22
21


Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the three and nine months ended September 30, 2016 (in thousands):

  
September 30, 2016
 
  
1-4 Family
Residential
Owner
Occupied
  
1-4 Family
Residential
Non-Owner
Occupied
  
Multi-Family
Residential
  
Commercial
Real Estate
  Construction  
Home
Equity
  
Commercial
Business
and Other
Consumer
  
Unallocated
  Total 
For the Three Months Ended September 30, 2016 
Allowance for loan losses: 
Beginning balance $46  $525  $66  $484  $115  $51  $37  $100  $1,424 
Charge-offs  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Provision  (9)  25   (11)  63   28   (19)  14   (30)  61 
Ending balance $37  $550  $55  $547  $143  $32  $51  $70  $1,485 
                                     
For the Nine Months Ended September 30, 2016 
Allowance for loan losses: 
Beginning balance $55  $486  $81  $389  $153  $50  $18  $81  $1,313 
Charge-offs  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Provision  (18)  64   (26)  158   (10)  (18)  33   (11)  172 
Ending balance $37  $550  $55  $547  $143  $32  $51  $70  $1,485 
                                     
Ending balance evaluated 
for impairment:                                    
Individually $-  $30  $-  $11  $-  $-  $-  $-  $41 
Collectively $37  $520  $55  $536  $143  $32  $51  $70  $1,444 
                                     

The Bank allocated increased allowance for loan loss provisions to the commercial real estate and lines of credit, the 1-4 family residential non-owner occupied, and the commercial business loans portfolio classes for the three and nine months ended September 30, 2016, due primarily to increased balances in these portfolio classes.  The Bank allocated increased allowance for loan loss provisions to the construction loan portfolio class for the three months ended September 30, 2016, due primarily to an increase in delinquencies in this portfolio class.
23

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loan losses for the year ended December 31, 2016 2021 and recorded investment in loans receivable based on impairment evaluation as of December 31, 2016 (in2021 (in thousands):


  
December 31, 2016
 
  
1-4 Family
Residential
Owner
Occupied
  
1-4 Family
Residential
Non-Owner
Occupied
  
Multi-
Family
Residential
  
Commercial
Real Estate
  Construction  
Home
Equity
  
Commercial
Business
and Other
Consumer
  
Unallocated
  Total 
Allowance for loan losses: 
Beginning balance $55  $486  $81  $389  $153  $50  $18  $81  $1,313 
    Charge-offs  -   -   -   -   -   -   -   -   - 
    Recoveries  -   -   -   -   -   -   -   -   - 
    Provision  (14)  17   22   227   (15)  (13)  69   (1)  292 
Ending balance $41  $503  $103  $616  $138  $37  $87  $80  $1,605 
Ending balance evaluated 
  for impairment:                                    
    Individually $-  $28  $-  $11  $-  $-  $-  $-  $39 
    Collectively $41  $475  $103  $605  $138  $37  $87  $80  $1,566 
Loans receivable:       
Ending balance $5,389  $51,893  $14,641  $77,730  $15,355  $4,775  $9,321  $-  $179,104 
Ending balance evaluated 
  for impairment:                                    
    Individually $-  $1,092  $-  $793  $-  $49  $-  $-  $1,934 
   Collectively $5,389  $50,801  $14,641  $76,937  $15,355  $4,726  $9,321  $-  $177,170 

  

December 31, 2021

 
  

1-4 Family

Residential

Owner

Occupied

  

1-4 Family

Residential

Non-Owner

Occupied

  

Multi-

Family

Residential

  

Commercial

Real Estate

  

Construction

  

Home

Equity

  

Commercial

Business

and Other

Consumer

  

Unallocated

  

Total

 

Allowance for loan losses:

 

Beginning balance

 $88  $362  $229  $1,287  $62  $20  $763  $250  $3,061 

Charge-offs

  -   -   -   -   -   -   (17)  -   (17)

Recoveries

  -   -   -   -   -   -   17   -   17 

Provision

  (15)  (70)  20   1,188   57   9   862   150   2,201 

Ending balance

 $73  $292  $249  $2,475  $119  $29  $1,625  $400  $5,262 
Ending balance evaluated                                    

for impairment:

                                    

Individually

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

Collectively

 $73  $292  $249  $2,475  $119  $29  $1,625  $400  $5,262 
                                     
Loans receivable:                                    
Ending balance $9,779  $38,752  $29,344  $183,822  $15,843  $4,706  $129,620     $411,866 
Ending balance evaluated                                    
for impairment:                                    
Individually $  $9  $-  $131  $-  $-  $-     $140 
Collectively $9,779  $38,743  $29,344  $183,691  $15,843  $4,706  $129,620     $411,726 

The Bank allocated increased allowance for loan loss provisions to the commercial real estate commercial business, and multi-familyloan portfolio classesclass for the year ended December 31, 2016, 2021, due primarily to increased balanceschanges in thesevolume and qualitative factors in this portfolio classes.class. The Bank allocated increased allowance for loan loss provisions to the one-to-four family residential non-owner occupiedcommercial business loan portfolio class for the year ended December 31, 2016, 2021, due primarily to increased specific reserveschanges in qualitative factors in this portfolio class. The Bank allocated decreasedincreased allowance for loan loss provisions to the multi-family loan portfolio class for the year ended December 31, 2021, due primarily to changes in qualitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the construction home equity, and one-to-four family owner occupied classesloan portfolio class for the year ended December 31, 2016 2021, due decreased balances orprimarily to changes toin quantitative and qualitative factors in thesethis portfolio classes.class. In general, the primary driver of the increase in qualitative factors was the economic trends factor associated with the COVID-19 pandemic. In this regard, the Bank increased the unallocated component of the allowance for the year ended December 31, 2021 to cover uncertainties that could affect management’s estimate of probable losses primarily associated with the COVID-19 pandemic.

The following table presents non-accrual loans by classes of the loan portfolio as of September 30, 2022 and December 31, 2021 (in thousands):

  

September 30,

2022

  

December 31,

2021

 

One-to-four family residential owner occupied

 $-  $- 

One-to-four family residential non-owner occupied

  8   9 

Multi-family residential

  1,708   - 

Commercial real estate

  -   - 

Construction

  -   - 

Home equity

  -   - 

Commercial business

  -   - 

Other consumer

  -   - 

Total

 $1,716  $9 

22


24

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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


The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents nonaccrual loans bytables present the classes of the loan portfolio summarized by the past due status as of September 30, 2017 2022 and December 31, 2016 (in2021 (in thousands):

  
September 30,
2017
  
December 31,
2016
 
One-to-four family residential owner occupied $-  $- 
One-to-four family residential non-owner occupied  195   541 
Multi-family residential  -   -- 
Commercial real estate  398   660 
Construction  2,069   - 
Home equity  -   - 
Commercial business  -   - 
Other consumer  -   - 
 Total $2,662  $1,201 

  

September 30, 2022

 
  

30-89

Days Past

Due

  

90 Days

or More

Past Due

  

Total

Past Due

  

Current

  

Total Loans

Receivable

  

Loans

Receivable

90 Days or

More Past

Due and

Accruing

 

One-to-four family residential owner occupied

 $556  $-  $556  $16,868  $17,424  $- 

One-to-four family residential non-owner occupied

  57   8   65   39,345   39,410   - 

Multi-family residential

  873   1,708   2,581   45,887   48,468   - 

Commercial real estate

  2,133   -   2,133   311,027   313,160   - 

Construction

  -   -   -   25,838   25,838   - 

Home equity

  40   -   40   5,225   5,265   - 

Commercial business

  2,129   -   2,129   136,004   138,133   - 

Other consumer

  -   -   -   3   3   - 

Total

 $5,788  $1,716  $7,504  $580,197  $587,701  $- 
    
  

December 31, 2021

 
  

30-89

Days Past

Due

  

90 Days

or More

Past Due

  

Total

Past Due

  

Current

  

Total Loans

Receivable

  

Loans

Receivable

90 Days or

More Past

Due and

Accruing

 

One-to-four family residential owner occupied

 $809  $-  $809  $8,970  $9,779  $- 

One-to-four family residential non-owner occupied

  285   9   294   38,458   38,752   - 

Multi-family residential

  -   -   -   29,344   29,344   - 

Commercial real estate

  -   -   -   183,822   183,822   - 

Construction

  -   -   -   15,843   15,843   - 

Home equity

  -   -   -   4,706   4,706   - 

Commercial business

  367   -   367   129,241   129,608   - 

Other consumer

  -   -   -   12   12   - 

Total

 $1,461  $9  $1,470  $410,396  $411,866  $- 

Non-performing loans, which consist of non-accruing loans plus accruing loans 90 days or more past due, amounted to $3.5 million and $1.9$1.7 million at September 30, 2017 2022 and $9,000 at December 31, 2016, respectively.  2021. For the delinquent loans in our portfolio, we have considered our ability to collect the past due interest, as well as the principal balance of the loan, in order to determine whether specific loans should be placed on non-accrual status. In cases where our evaluations have determined that the principal and interest balances are collectible, we have continued to accrue interest.


For the three and nine months ended September 30, 2017 2022 and 20162021 there was no interest income recognized on non-accrual loans on a cash basis. InterestThere was $43,000 and $122,000 of interest income foregone on non-accrual loans was approximately $63,000 and $103,000 for the three and nine months ended September 30, 2017, 2022, respectively. InterestThere was $1,000 of interest income foregone on non-accrual loans was approximately $26,000for both the three and $82,000 for the three and nine months ended September 30, 2016, respectively.2021.

23


The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status as of September 30, 2017 and December 31, 2016 (in thousands):

  September 30, 2017 
  
30-89
Days Past
Due
  
90 Days
or More
Past Due
  
Total
Past Due
  
Current
  
Total Loans
Receivable
  
Loans
Receivable
90 Days or
More Past
Due and
Accruing
 
    
One-to-four family residential owner occupied $468  $417  $885  $4,549  $5,434  $417 
One-to-four family residential non-owner
occupied
  
611
   
439
   
1,050
   
51,451
   
52,501
   
244
 
Multi-family residential  81   -   81   20,245   20,326   - 
Commercial real estate  2,603   617   3,220   83,580   86,800   219 
Construction  509   2,069   2,578   12,809   15,387   - 
Home equity  34   -   34   4,167   4,201   - 
Commercial business  -   -   -   11,571   11,571   - 
Other consumer  -   -   -   43   43   - 
 Total $4,306  $3,542  $7,848  $188,415  $196,263  $880 

25

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

 

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


  December 31, 2016 
  
30-89
Days Past
Due
  
90 Days
or More
Past Due
  
Total
Past Due
  
Current
  
Total Loans
Receivable
  
Loans
Receivable
90 Days or
More Past
Due and
Accruing
 
    
One-to-four family residential owner occupied $310  $9  $319  $5,070  $5,389  $9 
One-to-four family residential non-owner 
    occupied
  
271
   
778
   
1,049
   
50,844
   
51,893
   
237
 
Multi-family residential  -   -   -   14,641   14,641   - 
Commercial real estate  385   777   1,162   76,568   77,730   117 
Construction  596   308   904   14,451   15,355   308 
Home equity  115   -   115   4,660   4,775   - 
Commercial business  43   -   43   9,252   9,295   - 
Other consumer  -   -   -   26   26   - 
 Total $1,720  $1,872  $3,592  $175,512  $179,104  $671 


Note 7– Goodwill and Other Intangible, Net

On January 4, 2021, the Bank acquired a majority ownership interest in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with a second significant facility located in Albany, Minnesota. The Bank recognized $2.1 million of goodwill as part of the acquisition of Oakmont Capital Holdings, LLC. On August 1, 2016, Quaint Oak Insurance Agency, LLC began operations by acquiring the renewal rights to thea book of business produced and serviced by Signature Insurance Services, LLC, an independent insurance agency located in New Britain, Pennsylvania, that provides a broad range of personal and commercial insurance coverage solutions. The Company paid $1.0 million for these rights. Based on a valuation, $515,000 of the purchase price was determined to be goodwill and $485,000 was determined to be related to the renewal rights to the book of business and deemed to be an other intangible asset. This other intangible asset is being amortized over a ten year period based upon the annual retention rate of the book of business. The balance of other intangible assetsasset at September 30, 2017 2022 was $428,000$186,000, which is net of accumulated amortization of $57,000.$299,000. Amortization expense for the three and nine months ended September 30, 20172022 and 2021 amounted to $13,000approximately $12,000 and $37,000,$36,000, respectively.



Note 8 Deposits


Deposits consist of the following classifications (in thousands):


  
September 30,
2017
  
December 31,
 2016
 
Non-interest bearing checking accounts $7,713  $5,852 
Passbook accounts  534   1,189 
Savings accounts  1,584   1,784 
Money market accounts  30,151   31,114 
Certificates of deposit  142,416   137,068 
     Total deposits $182,398  $177,007 

  

September 30,

2022

  

December 31,

2021

 

Non-interest bearing checking accounts

 $79,825  $64,731 

Passbook accounts

  4   10 

Savings accounts

  1,662   1,828 

Money market accounts

  289,395   200,687 

Certificates of deposit

  176,228   179,910 

Total deposits

 $547,114  $447,166 

 
26

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

Note 9 Borrowings


Federal Home Loan Bank advances consist of the following at September 30, 2017 2022 and December 31, 2016 (in2021 (in thousands):

  

September 30, 2022

  

December 31, 2021

 
  

Amount

  

Weighted

Interest
Rate

  

Amount

  

Weighted

Interest
Rate

 

Short-term borrowings

 $10,000   3.11% $26,000   0.28%
                 

Fixed rate borrowings maturing:

                

2022

  17,000   1.72   7,171   2.10 

2023

  57,000   2.22   7,000   2.16 

2024

  6,167   2.05   6,167   2.05 

2025

  2,855   1.25   2,855   1.25 

Total FHLB long-term debt

 $83,022   2.07% $23,193   2.00%

24

  September 30, 2017  December 31, 2016 
  Amount  
Weighted
Interest
Rate
   Amount  
Weighted
Interest
Rate
 
Short-term borrowings $11,500   1.27% $7,000   0.54%
                 
Fixed rate borrowings maturing:                
2017 $-   -% $2,500   1.15%
2018  3,000   1.46   3,000   1.46 
2019  3,000   1.86   2,000   1.95 
2020  2,000   2.00   1,000   2.15 
2021  2,000   1.96   -   - 
2022  2,000   2.12   -   - 
2023  2,000   2.28   -   - 
     Total  FHLB long-term debt $14,000   1.90% $8,500   1.56%

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 9 – Borrowings (Continued)

Federal Reserve Bank long-term borrowings decreased $3.9 million, or 100.0%, to none at September 30, 2022 from $3.9 million at December 31, 2021 as the Company paid off first round PPP loans pledged as collateral under the FRB’s Paycheck Protection Program Liquidity Facility (PPPLF). The Company did not utilize the FRB’s PPPLF to fund second round PPP loans. Under the PPPLF the Company pledged certain PPP loans as collateral and borrowed from the Federal Reserve at a rate of 0.35% that was fixed for two years.

There were no other short-term borrowings representing outstanding balances on two lines of credit that Oakmont Capital Holdings, LLC has with a credit union which are used to fund equipment loans. Borrowing capacity on the two lines of credit total $15.0 million at September 30, 2022.

 

Note 10 Stock Compensation Plans


Employee Stock Ownership Plan


The Company maintains an Employee Stock Ownership Plan (ESOP) for the benefit of employees who meet the eligibility requirements of the plan. Using proceeds from a loan from the Company, the ESOP purchased 8%, or 222,180 shares of the Company'sCompany’s then outstanding common stock in the open market during 2007. The Bank makesmade cash contributions to the ESOP on a quarterly basis sufficient to enable the ESOP to make the required loan payments to the Company.  Company until the loan was repaid in full as of September 30, 2021. The loan bearsbore an interest rate of 7.75% per annum, with principal and interest to be paid quarterly in equal installments over 15 years.years pursuant to the terms of the original note. The loan iswas secured by the unallocated shares of common stock held by the ESOP.


Shares of the Company's common stock purchased by The Bank made cash contributions to the ESOP are held inon a suspense account and reported as unallocated common stock held byquarterly basis sufficient to enable the ESOP to make the required loan payments to the Company until the loan was repaid in stockholders' equity until released for allocationfull as of September 30, 2021.

During the third quarter of 2022, the Company made a discretionary contribution of 4,000 shares to participants.  As the debt is repaid,ESOP. These shares arewere released from collateral and are allocated to each eligible participant based on the ratioTreasury Stock at a cost of each such participant's base compensation to the total base compensation of eligible plan participants.  As the unearned shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the average market value of the shares, and the shares become outstanding for earnings per share computations.approximately $84,000. During the three and nine months ended September 30, 2017, 2022, the Company recognized $46,000$84,000 and $138,000$259,000 of ESOP expense, respectively. During the three and nine months ended September 30, 2016, 2021, the Company recognized $43,000$65,000 and $129,000$187,000 of ESOP expense, respectively.


Recognition & Retention and

Stock Incentive Plans


Share Awards

In May 2008, 2013, the shareholders of Quaint Oak Bancorp approved the adoption of the 2008 Recognition and Retention2013 Stock Incentive Plan (the "RRP"“2013 Stock Incentive Plan”) and Trust Agreement.  In order to fund the RRP, the 2008 Recognition and Retention. The 2013 Stock Incentive Plan Trust acquired 111,090approved by shareholders in May 2013 covered a total of 195,000 shares, of which 48,750, or 25%, may be restricted stock awards, for a balance of 146,250 stock options assuming all the Company's stock in the open market at an average price of $4.68 totaling $520,000.restricted shares are awarded. In May 2013, 2018, the shareholders of Quaint Oak Bancorp approved the adoption of the 20132018 Stock Incentive Plan (the "Stock“2018 Stock Incentive Plan"Plan”). The2018 Stock Incentive Plan provides that no more than 48,750,approved by shareholders in May 2018 covered a total of 155,000 shares, of which 38,750, or 25%, of the shares may be granted as restricted stock awards.

27

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
awards, for a balance of 116,250 stock options assuming all the restricted shares are awarded.

As of September 30, 2017, 2022 a total of 10,2619,122 share awards were unvested under the RRP2013 and2018 Stock Incentive PlanPlans and up to 21,96811,750 share awards were available for future grant under the 2018Stock Incentive Plan and none1,800 share awards under the RRP.2013 Stock Incentive Plan. The RRP2013 and2018 Stock Incentive Plan share awards have vesting periods of five years.

25


Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10 Stock Compensation Plans (Continued)

Stock Incentive Plans Share Awards (Continued)

A summary of the status of the share awards under the RRP2013 and2018 Stock Incentive PlanPlans as of September 30, 2017 2022 and 20162021 and changes during the nine months ended September 30, 2017 2022 and 20162021 is as follows:


  September 30, 2017  September 30, 2016 
  
Number of
Shares
  
Weighted
Average Grant
Date Fair Value
  
Number of
Shares
  
Weighted
Average Grant
Date Fair Value
 
Unvested at the beginning of the period  20,524  $8.10   30,784  $8.10 
Granted  -   -   -   - 
Vested  (10,263)  8.10   (10,260)  8.10 
Forfeited  -   -   -   - 
Unvested at the end of the period  10,261  $8.10   20,524  $8.10 

  

September 30, 2022

  

September 30, 2021

 
  

Number of

Shares

  

Weighted

Average Grant

Date Fair Value

  

Number of

Shares

  

Weighted

Average Grant

Date Fair Value

 

Unvested at the beginning of the period

  18,845  $13.30   28,266  $13.30 

Granted

  -   -   -   - 

Vested

  (9,123)  13.30   (9,421)  13.30 

Forfeited

  (600)  13.30   -   - 

Unvested at the end of the period

  9,122  $13.30   18,845  $13.30 

Compensation expense on the restricted stock awards is recognized ratably over the five year vesting period in an amount which is equal to the fair value of the common stock at the date of grant. During both the three and nine months ended September 30, 2017and 2016,2022 and 2021, the Company recognized approximately $21,000 and $63,000 in$31,000 of compensation expense was recognized, respectively.expense. A tax benefit of approximately $7,000 was recognized during each of these periods. During both the nine months ended September 30, 2022 and $21,000, respectively,2021, the Company recognized approximately $93,000 of compensation expense. A tax benefit of approximately $20,000 was recognized during each of these periods. As of September 30, 2017, 2022, approximately $52,000$74,000 in additional compensation expense will be recognized over the remaining service period of approximately 0.6 years.

Stock Option and Stock Incentive Plans


Stock Options

In May 2008, the shareholders of Quaint Oak Bancorp approved the adoption of the 2008 Stock Option Plan (the "Option Plan"“Option Plan”). The Option Plan authorizesauthorized the grant of stock options to officers, employees and directors of the Company to acquire 277,726 shares of common stock with an exercise price no less than the fair market value on the date of the grant. The Option Plan expired February 13, 2018, however, outstanding options granted in 2013 remain valid and existing for the remainder of their 10 year terms. As described above under “Stock Incentive Plans – Share Awards”, the 2013Stock Incentive Plan approved by shareholders in May 2013 covered a total of 195,000 shares, of which 48,750 146,250 may be restricted stock awards, for a balance of 146,250 stock options assuming all the restricted shares are awarded.


For grants The 2018 Stock Incentive Plan approved by shareholders in May 2008, the Compensation Committee2018 covered a total of the Board155,000 shares, of Directors determined to grant thewhich 116,250 may be stock options at an exercise price equal to $5.00 per share (split-adjusted) which is higher thanassuming all the fair market value of the common stock on the grant date.  restricted shares are awarded.

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

28

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 10 – Stock Compensation Plans (Continued)

Stock Option Options will become vested and Stock Incentive Plans (Continued)

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

As of September 30, 2017, 2022, a total of 277,548205,936 grants of stock options were outstanding under the Option Plan and 2013 and 2018Stock Incentive PlanPlans and 56,27640,250 stock options were available for future grant under the2018 Stock Incentive Plan, 7,400 stock options under the 2013 Stock Incentive Plan and none under the Option Plan. Options will become vested and exercisable over a five year period and are generally exercisable for a period of ten years after the grant date.

26


Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10 Stock Compensation Plans (Continued)

Stock Option and Stock Incentive Plans Stock Options (Continued)

A summary of option activity under the Company'sCompany’s Option Plan and 2013 and 2018Stock Incentive PlanPlans as of September 30, 2017 2022 and 20162021 and changes during the ninethree months ended September 30, 20172022 and 2016 2021is as follows:


  2017  2016 
  
Number
of
Shares
  
Weighted
Average
Exercise
Price
  
Weighted
Average
 Remaining
Contractual
Life (in
years)
  
Number
of
Shares
  
Weighted
Average
Exercise
Price
  
Weighted
Average
Remaining
Contractual
Life (in
years)
 
Outstanding at the beginning of the year  
316,348
  $6.49   
3.8
   
354,266
  $6.33   
4.7
 
Granted  -   -   -   -   -   - 
Exercised  (38,800)  5.00   -   (26,518)  5.00   - 
Forfeited  -   -   -   -   -   - 
Outstanding at end of period  277,548  $6.70   3.4   327,748  $6.44   4.0 
Exercisable at end of  period  247,228  $6.53   3.1   266,148  $6.06   1.6 

  

2022

  

2021

 
  

Number

of

Shares

  

Weighted

Average

Exercise

Price

  

Weighted

Average

Remaining

Contractual

Life (in

years)

  

Number

of

Shares

  

Weighted

Average

Exercise

Price

  

Weighted

Average

Remaining

Contractual

Life (in

years)

 

Outstanding at the beginning of the period

  233,136  $10.96   4.2   240,636  $10.98   5.2 

Granted

  -   -   -   -   -   - 

Exercised

  (21,000)  8.60   -   (7,500)  11.57   - 

Forfeited

  (6,200)  10.62   -   -   -   - 

Outstanding at end of period

  205,936  $11.21   3.7   233,136  $10.96   4.5 

Exercisable at end of period

  175,009  $10.96   6.3   180,081  $10.28   5.6 

During both the three and nine months ended September 30, 2017 2022 and 2016,2021, approximately $12,000 and $34,000$11,000 in compensation expense on stock options was recognized, respectively.recognized. A tax benefit of approximately $1,000 $1,000, was recognized during each of these periods. During both the nine months ended September 30, 2022 and $3,000, respectively,2021, approximately $33,000 in compensation expense on stock options was recognized. A tax benefit of approximately $2,000, was recognized during each of these periods. As of September 30, 2017, 2022, approximately $28,000 in additional compensation expense will be recognized over the remaining service period of approximately 0.6 years.


Note 11 Fair Value Measurements and Fair Values of Financial Instruments

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

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

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

29

Quaint Oak Bancorp, Inc.
Notes to Unaudited Consolidated Financial Statements
Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)

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

27

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

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

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

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

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note 19 of the Company’s 2021 Form 10-K, as the fair value of loans, excluding previously presented impaired loans measured at fair value on a non-recurring basis, is estimated using discounted cash flow analyses. The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit and non-performance risk. Loans are considered a Level 3 classification.

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

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


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

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


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

28

 
30

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of September 30, 2017 (in2022 (in thousands):

  September 30, 2017 
  Fair Value Measurements Using: 
  
 
 
 
 
 
Total Fair
Value
  
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
  
 
 
 
Significant Other
Observable
Inputs
(Level 2)
  
 
 
 
 
Unobservable
Inputs
(Level 3)
 
Recurring fair value measurements   
Investment securities available for sale   
   Governmental National Mortgage Association
      mortgage-backed securities
 $5,904  $-  $5,904  $- 
Federal Home Loan Mortgage Corporation
  mortgage-backed securities
  
1,590
   
-
   
1,590
   
-
 
   Federal National Mortgage Association mortgage-backed securities  
583
   
-
   
583
   
-
 
   Debt securities, U.S. government agency  357   -   357   - 
      ��     Total investment securities available for sale $8,434  $-  $8,434  $- 
    
Nonrecurring fair value measurements   
Impaired loans $3,342  $-  $-  $3,342 
Other real estate owned  185   -   -   185 
                 

  September 30, 2022 
     Fair Value Measurements Using:   
  

Total Fair

Value

  

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

  

Significant Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

 

Recurring fair value measurements:

                

Investment securities available for sale

                

Government National Mortgage Association mortgage-backed securities

 $3,074  $-  $3,074  $- 

Federal National Mortgage Association mortgage- backed securities

  119   -   119   - 

Total investment securities available for sale

 $3,193  $-  $3,193  $- 

Total recurring fair value measurements

 $3,193  $-  $3,193  $- 
                 

Nonrecurring fair value measurements

                

Impaired loans

 $1,846  $-  $-  $1,846 

Total nonrecurring fair value measurements

 $1,846  $-  $-  $1,846 

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of December 31, 2016 (in2021 (in thousands):

     December 31, 2021  
     Fair Value Measurements Using:  
  

Total Fair

Value

  

Quoted

Prices in

Active

Markets for

Identical

Assets

(Level 1)

  

Significant Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

 

Recurring fair value measurements:

                

Investment securities available for sale

                

Government National Mortgage Association mortgage-backed securities

 $3,882  $-  $3,882  $- 

Federal National Mortgage Association mortgage- backed securities

  151   -   151   - 

Total investment securities available for sale

 $4,033  $-  $4,033  $- 

Total recurring fair value measurements

 $4,033  $-  $4,033  $- 
                 

Nonrecurring fair value measurements

                

Impaired loans

 $140  $-  $-  $140 

Total nonrecurring fair value measurements

 $140  $-  $-  $140 

29
  December 31, 2016 
  Fair Value Measurements Using: 
  
 
 
 
 
 
Total Fair
Value
  
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
  
 
 
 
Significant Other Observable
Inputs
(Level 2)
  
 
 
 
 
Unobservable
Inputs
(Level 3)
 
Recurring fair value measurements   
Investment securities available for sale   
   Governmental National Mortgage Association
      mortgage-backed securities
 $6,590  $-  $6,590  $- 
Federal Home Loan Mortgage Corporation
  mortgage-backed securities
  
1,871
   
-
   
1,871
   
-
 
   Federal National Mortgage Association mortgage-backed securities  
740
   
-
   
740
   
-
 
   Debt securities, U.S. government agency  354   -   354   - 
            Total investment securities available for sale $9,555  $-  $9,555  $- 
    
Nonrecurring fair value measurements   
Impaired loans $1,895  $-  $-  $1,895 
Other real estate owned  435   -   -   435 
                 


31

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has used Level 3 inputs to determine fair value as of September 30, 2017 2022 and December 31, 2016 (in2021 (in thousands):

  September 30, 2017 
  Quantitative Information About Level 3 Fair Value Measurements 
  
 
Total Fair
Value
 
 
Valuation
Techniques
 
 
Unobservable
Input
 
 
Range (Weighted
Average)
 
Impaired loans $3,342 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
  0%-23% (1%)
            
Other real estate owned $185 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
  0%-10% (10%)

  December 31, 2016 
  Quantitative Information About Level 3 Fair Value Measurements 
  
 
Total Fair
Value
 
 
Valuation
Techniques
 
 
Unobservable
Input
 
 
Range (Weighted
Average)
 
Impaired loans $1,895 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
  0%-22% (2%)
            
Other real estate owned $435 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
  0%-29% (12%)

   September 30, 2022    

 

  Quantitative Information About Level 3 Fair Value Measurements    
  

Total Fair

Value

 

Valuation

Techniques

 

Unobservable

Input

 

Range (Weighted

Average)

    

Impaired loans

 $1,846 

Appraisal of collateral (1)

 

Appraisal adjustments (2)  8%(8%)    

  December 31, 2021   

 

  Quantitative Information About Level 3 Fair Value Measurements    
  

Total Fair

Value

 

Valuation

Techniques

 

Unobservable

Input

 

Range (Weighted

Average)

    

Impaired loans

 $140 

Appraisal of collateral (1)

 

Appraisal adjustments (2)  8%(8%)    

________________

(1)

(1)

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

(2)

(2)

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



The estimated fair values of the Company'sCompany’s financial instruments that are not required to be measured or reported at fair value were as follows at September 30, 2017 2022 and December 31, 20162021 (in thousands):

          

Fair Value Measurements at

 
          

September 30, 2022

 
  

Carrying

Amount

  

Fair Value

Estimate

  

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

 

Financial Assets

                    

Investment in interest-earning time deposits

 $5,569  $5,635  $-  $-  $5,635 

Loans held for sale

  88,400   95,437   -   95,437   - 

Loans receivable, net

  579,154   553,379   -   -   553,379 
                     

Financial Liabilities

                    

Deposits

  547,114   547,151   370,886   -   176,265 

FHLB long-term borrowings

  83,022   82,791   -   -   82,791 

Subordinated debt

  7,958   7,911   -   -   7,911 

30

        Fair Value Measurements at 
        September 30, 2017 
  
 
 
 
Carrying
Amount
  
 
 
 
Fair Value
Estimate
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
 
 
Unobservable
Inputs
(Level 3)
 
Financial Assets         
Cash and cash equivalents $8,229  $8,229  $8,229  $-  $- 
Investment in interest-earning time deposits  4,879   4,935   -   -   4,935 
Investment securities available for sale  8,434   8,434   -   8,434   - 
Loans held for sale  6,473   6,741   -   6,741   - 
Loans receivable, net  193,771   194,955   -   -   194,955 
Accrued interest receivable  925   925   925   -   - 
Investment in FHLB stock  1,134   1,134   1,134   -   - 
Bank-owned life insurance  3,793   3,793   3,793   -   - 
                     
Financial Liabilities                    
Deposits  182,398   183,882   39,982   -   143,900 
FHLB short-term borrowings  11,500   11,500   11,500   -   - 
FHLB long-term borrowings  14,000   13,997   -   -   13,997 
Accrued interest payable  147   147   147   -   - 
32

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

        Fair Value Measurements at 
        December 31, 2016 
  
 
 
 
Carrying
Amount
  
 
 
 
Fair Value
Estimate
  
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
 
 
Unobservable
Inputs
(Level 3)
 
Financial Assets         
Cash and cash equivalents $9,300  $9,300  $9,300  $-  $- 
Investment in interest-earning time deposits  6,098   6,163   -   -   6,163 
Investment securities available for sale  9,555   9,555   -   9,555   - 
Loans held for sale  4,712   4,879   -   4,879   - 
Loans receivable, net  176,807   177,870   -   -   177,870 
Accrued interest receivable  862   862   862   -   - 
Investment in FHLB stock  713   713   713   -   - 
Bank-owned life insurance  3,728   3,728   3,728   -   - 
                     
Financial Liabilities                    
Deposits  177,007   179,050   39,939   -   139,111 
FHLB short-term borrowings  7,000   7,000   7,000   -   - 
FHLB long-term borrowings  8,500   8,507   -   -   8,507 
Accrued interest payable  142   142   142   -   - 

The following methods

          

Fair Value Measurements at

 
          

December 31, 2021

 
  

Carrying

Amount

  

Fair Value

Estimate

  

Quoted Prices in

Active Markets

for Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Unobservable

Inputs

(Level 3)

 

Financial Assets

                    

Investment in interest-earning time deposits

 $7,924  $8,091  $-  $-  $8,091 

Loans held for sale

  107,823   112,843   -   112,843   - 

Loans receivable, net

  403,966   409,203   -   -   409,203 
                     

Financial Liabilities

                    

Deposits

  447,166   446,576   267,255   -   179,321 

FHLB long-term borrowings

  23,193   23,231   -   -   23,231 

FRB long-term borrowings

  3,895   3,895   -   -   3,895 

Subordinated debt

  7,933   8,312   -   -   8,312 

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

Note 12 Operating Segments

The Company's operations currently consist of financial instruments recorded at costtwo reportable operating segments: Banking and Oakmont Capital Holdings, LLC. The Company offers different products and services through its two segments. The accounting policies of the segments are generally the same as those of the consolidated company.

The Banking Segment generates its revenues primarily from its lending, deposit gathering and fee business activities. The profitability of this segment's operations depends primarily on its net interest income after provision for credit losses, which is the Company's consolidated balance sheets:


Cashdifference between interest earned on interest earning assets and Cash Equivalents.  interest paid on interest bearing liabilities less provision for credit losses. The carrying amounts reportedprovision for credit losses is almost entirely dependent on changes in the consolidated balance sheets for cashBanking Segment's loan portfolio and short-term instruments approximate those assets' fair values.
Interest-Earning Time Deposits. Fair values for interest-earning time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered inmanagement’s assessment of the market on certificates to a schedule of aggregated expected monthly maturities on time deposits. The Company generally purchases amounts below the insured limit, limiting the amount of credit risk on these time deposits.
Loans Held for Sale.  Fair values of loans held for sale are based on commitments on hand from investors at prevailing market rates.
Loans Receivable, Net.  The fair values of loans are estimated using discounted cash flow methodology.  The discount rates take into account interest rates currently being offered to customers for loans with similar terms, the credit risk associated with the loan and market factors, including liquidity.  The valuationcollectability of the loan portfolio reflects discounts thatas well as prevailing economic and market conditions. The profitability of this segment’s operations also depends on the Company believesgeneration of non-interest income which includes fees and commissions generated by Quaint Oak Bank and its wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, Quaint Oak Insurance Agency, LLC, and Oakmont Commercial, LLC, which are consistent with transactions occurringincluded in the market placeBanking Segment for both performingsegment reporting purposes. The Banking Segment is also subject to an extensive system of laws and distressed loan types.  The carrying valueregulations that fair value is compared to is netare intended primarily for the protection of depositors and other customers, federal deposit insurance funds and the banking system as a whole. These laws and regulations govern such areas as capital, permissible activities, allowance for loan and lease losses, loans and other associated premiumsinvestments, and discounts.  Due to the significant judgment involved in evaluating credit quality, loans are classified with Level 3rates of interest that can be charged on loans. For segment reporting purposes, Quaint Oak Bancorp, Inc. is included as part of the fair value hierarchy.
Accrued Interest Receivable.  Company’s Banking segment.

The carrying amountOakmont Capital Holdings, LLC Segment originates equipment loans which are generally sold to third party institutions with the loans’ servicing rights retained. The profitability of accrued interest receivable approximates its fair value.

this segment’s operations depends primarily on the gains realized from the sale of loans, processing fees, and service fees. The Oakmont Capital Holdings, LLC Segment is also subject to an extensive system of laws and regulations that are intended primarily for the protection of commercial customers.

33

31

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 12– Operating Segments (Continued)

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

  

As of or for the Three Months Ended September 30,

 
  

2022

  

2021

 
  

Quaint

Oak

Bank(1)

  

Oakmont

Capital

Holdings,

LLC

  

Consolidated

  

Quaint

Oak

Bank(1)

  

Oakmont

Capital

Holdings,

LLC

  

Consolidated

 

Net Interest Income (Loss)

 $6,766  $(109) $6,657  $5,022  $(8) $5,014 

Provision for Loan Losses

  655   -   655   557   -   557 

Net Interest Income (Loss) after Provision for

    Loan Losses

  6,111   (109)  6,002   4,465   (8)  4,457 
                         

Non-Interest Income

                        

Mortgage banking, equipment lending and title abstract fees

  173   587   760   332   272   604 

Real estate sales commissions, net

  88   -   88   79   -   79 

Insurance commissions

  152   -   152   133   -   133 

Other fees and services charges

  57   74   131   36   2   38 

Net loan servicing income

  6   474   480   62   413   475 

Income from bank-owned life insurance

  23   -   23   21   -   21 

Net gain on loans held for sale

  891   3,390   4,281   843   1,023   1,866 

Gain on the sale of SBA loans

  58   -   58   369   -   369 

Total Non-Interest Income

  1,448   4,525   5,973   1,875   1,710   3,585 
                         

Non-Interest Expense

                        

Salaries and employee benefits

  3,547   1,788   5,335   2,867   1,233   4,100 

Directors’ fees and expenses

  67   -   67   58   -   58 

Occupancy and equipment

  323   154   477   295   84   379 

Data processing

  140   -   140   234   -   234 

Professional fees

  240   17   257   67   40   107 

FDIC deposit insurance assessment

  225   -   225   97   -   97 

Other real estate owned expenses

  -   -   -   2   -   2 

Advertising

  95   74   169   75   35   110 

Amortization of other intangible

  12   -   12   12   -   12 

Other

  314   322   636   288   38   326 

Total Non-Interest Expense

  4,963   2,355   7,318   3,995   1,430   5,425 

Pretax Segment Profit

 $2,596  $2,061  $4,657  $2,345  $272  $2,617 

Segment Assets

 $683,882  $23,378  $707,260  $520,005  $15,861  $535,866 

_______________________

(1)

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

32

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 12 Operating Segments (Continued)

  

As of or for the Nine Months Ended September 30,

 
  

2022

  

2021

 
  

Quaint Oak Bank(1)

  

Oakmont Capital Holdings, LLC

  

Consolidated

  

Quaint Oak Bank(1)

  

Oakmont Capital Holdings, LLC

  

Consolidated

 

Net Interest Income (Loss)

 $18,160  $(216) $17,944  $13,476  $(97) $13,379 

Provision for Loan Losses

  1,933   -   1,933   1,259   -   1,259 

Net Interest Income (Loss) after Provision for

    Loan Losses

  16,227   (216)  16,011   12,217   (97)  12,120 
                         

Non-Interest Income

                        

Mortgage banking, equipment lending and title abstract fees

  600   1,621   2,221   990   667   1,657 

Real estate sales commissions, net

  213   -   213   143   -   143 

Insurance commissions

  407   -   407   373   -   373 

Other fees and services charges

  221   158   379   182   29   211 

Net loan servicing income

  11   943   954   128   898   1,026 

Income from bank-owned life insurance

  66   -   66   61   -   61 

Net gain on loans held for sale

  2,828   8,521   11,349   2,283   2,133   4,416 

Gain on sale of investment securities available for sale

  -   -   -   362   -   362 

Gain on the sale of SBA loans

  225   -   225   636   -   636 

Total Non-Interest Income

  4,571   11,243   15,814   5,158   3,727   8,885 
                         

Non-Interest Expense

                        

Salaries and employee benefits

  10,213   4,604   14,817   7,942   2,997   10,939 

Directors’ fees and expenses

  210   -   210   186   -   186 

Occupancy and equipment

  975   388   1,363   895   248   1,143 

Data processing

  500   -   500   641   -   641 

Professional fees

  625   44   669   356   132   488 

FDIC deposit insurance assessment

  454   -   454   221   -   221 

Other real estate owned expenses

  -   -   -   14   -   14 

Advertising

  265   266   531   224   113   337 

Amortization of other intangible

  36   -   36   36   -   36 

Other

  990   519   1,509   858   116   974 

Total Non-Interest Expense

  14,268   5,821   20,089   11,373   3,606   14,979 

Pretax Segment Profit

 $6,530  $5,206  $11,736  $6,002  $24  $6,026 

Segment Assets

 $683,882  $23,378  $707,260  $520,005  $15,861  $535,866 

____________________

(2)

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

Note 11 – Fair Value Measurements and Fair Values of Financial Instruments (Continued)
Investment in Federal Home Loan Bank Stock.  The carrying amount of restricted investment in Federal Home Loan Bank stock approximates fair value, and considers the limited marketability of such securities.
Bank-Owned Life Insurance.  The carrying amount of the investment in bank-owned life insurance approximates its cash surrender value under the insurance policies.
Deposits.  The carrying amount is considered a reasonable estimate of fair value for demand savings deposit accounts.  The fair value of fixed maturity certificates of deposit is estimated by a discounted cash flow method using the rates currently offered for deposits of similar maturities.
Federal Home Loan Bank Borrowings.  Fair values of FHLB borrowings are estimated based on rates currently available to the Company for similar terms and remaining maturities.
Accrued Interest Payable.  The carrying amount of accrued interest payable approximates its fair value.
Off-Balance Sheet Financial Instruments. Off-balance sheet financial instruments consist of commitments to extend credit.  Fair values for commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present credit standing of the counterparties.  The estimated fair value of the commitments to extend credit are insignificant and therefore are not presented in the above table.33

 
34

ITEM 2. MANAGEMENT'SMANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements Are Subject to Change


We make

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


date on which such statements were made.

General


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


At September 30, 20172022, the Bank had fivehas six wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, QOB Properties, LLC, Quaint Oak Insurance Agency, LLC, and QOB Properties,Oakmont Commercial, LLC, each a Pennsylvania limited liability company. The mortgage company offers mortgage banking primarily in the Lehigh Valley, Delaware Valley and Philadelphia County regions of Pennsylvania. The real estate and abstract companies offer mortgage banking, real estate sales and title abstract services, respectively, andprimarily in the Lehigh Valley region of Pennsylvania. These companies began operation in July 2009. In February, 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania. QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. On August 1, 2016, Quaint Oak Insurance Agency, LLC began operations by acquiring the renewal rights to the book of business producedin August 2016 and serviced by Signature Insurance Services, LLC, an independent insurance agency located in New Britain, Pennsylvania, that provides a broad range of personal and commercial insurance coverage solutions. Oakmont Commercial, LLC was formed in October 2021 and operates as a multi-state specialty commercial real estate financing company. As of January 4, 2021, the Bank holds a majority equity position in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with a second significant facility located in Albany, Minnesota. All significant intercompany balances and transactions have been eliminated.

34


COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The effects of COVID-19 did not have a material impact on the financial results of the Company as of September 30, 2022. Due to orders issued by the governor of Pennsylvania and for the health of our customers and employees, the Bank closed lobbies to all three branch offices but remained fully operational. Other immediate responses to the pandemic included some of the following actions by the Company:

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

•         Waived fees on deposit accounts and cash management services.

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

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

Paycheck Protection Program. The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans and chose to participate. Since March 2020, the Company has continued to work diligently to help support its existing and new customers through the SBA Paycheck Protection Program (“PPP”), loan modifications, loan deferrals and fee waivers. On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”) became law. The Economic Aid Act opened a new PPP loan period for first loans and implemented a second loan draw for certain PPP borrowers, each through May 31, 2021. Under the first round, the Company funded 854 PPP loans totaling $95.1 million. As of September 30, 2022, 853 of these first round PPP loans totaling $95.1 million were forgiven under the SBA forgiveness program. Under the second round of PPP the Company funded 985 PPP loans totaling $88.4 million. As of September 30, 2022, 922 of the second round PPP loans totaling $85.4 million have been forgiven under the SBA forgiveness program. The Company recognized approximately $1.1 million and $4.4 million of deferred loan fees amortization related to PPP loans for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively.

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

35

In April 2020, the Bank received approval to borrow from the FRB under the PPPLF program to assist in funding PPP loans. Through September 30, 2022, the Bank used the FRB program to fund $52.1 million of PPP loans. The Bank paid all PPP loans pledged as collateral under the PPPLF program and had no outstanding advances with the FRB at September 30, 2022. Through September 30, 2022 the Bank has not used the PPPLF program to fund any round two PPP loans.

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

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

The Bank addresses loan payment modification requests on a case-by-case basis considering the effects of the COVID-19 pandemic, related economic slow-down and stay-at-home orders on our customer and their current and projected cash flows through the term of the loan. Through September 30, 2022, the Bank modified 231 loans with principal balances totaling $90.6 million representing approximately 15.6% of our September 30, 2022 loan balances. A majority of deferrals are two-month payment deferrals of principal and interest, with payments after deferral increased to collect amounts deferred. In some cases, certain loans were granted additional deferrals. As of September 30, 2022 there are no loans that are still on deferral.

36

Critical Accounting Policies


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

35

    Allowance for Loan Losses.  The allowance for loan losses represents management's estimate of losses inherent in the loan portfolio as of the balance sheet date

Our critical accounting policies involving significant judgments and is recorded as a reduction to loans receivable. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.


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

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

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual termspreparation of the loan agreement. Factors considered by managementunaudited consolidated financial statements as of September 30, 2022 have remained unchanged from the disclosures presented in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not considered impaired. Management determines the significance of payment delays and payment shortfallsour Annual Report on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent.  An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company's impaired loans are measured based on the estimated fair value of the loan's collateral.
36

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

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

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

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

37

Form 10-K.

Comparison of Financial Condition at September30, 20172022 and December 31, 2016


2021

General. The Company'sCompany’s total assets at September 30, 20172022 were $232.2$707.3 million, an increase of $16.0$153.1 million, or 7.4%27.6%, from $216.2$554.1 million at December 31, 2016.2021. This growth in total assets was primarily due to a $17.0$175.2 million, or 9.6%43.4%, increase in loans receivable, net, andnet. This increase was partially offset by a $1.8$19.4 million, or 37.4%18.0%, increasedecrease in loans held for sale. TheseThe largest increases were partially offset by a $1.2within the loan portfolio occurred in commercial real estate loans which increased $129.3 million, or 20.0%70.4%, decrease in investment in interest-earning time deposits, a $1.1multi-family residential loans which increased $19.1 million, or 11.7%65.2%, decrease in investment securities available for sale, and a $1.1construction loans which increased $10.0 million, or 11.5%63.1%, decreasecommercial business loans which increased $8.5 million, or 6.6%, and one-to-four family owner occupied loans which increased $7.6 million, or 78.2%, The increase in cash and cash equivalents.


commercial real estate loans was primarily due to the purchase of a $55.5 million loan portfolio by the Bank’s wholly-owned subsidiary, Oakmont Commercial, LLC in April, 2022.

Cash and Cash Equivalents. Cash and cash equivalents decreased $1.1$2.4 million, or 11.5%22.1%, from $9.3$10.7 million at December 31, 20162021 to $8.2$8.3 million at September 30, 20172022, as excess liquidity was used primarily used to fund loans.


Investment in Interest-Earning Time DepositsDeposits. Investment in interest-earning time deposits decreased $1.2$2.4 million, or 20.0%29.7%, from $6.1$7.9 million at December 31, 20162021 to $4.9$5.6 million at September 30, 2017 primarily due to2022 as 14 interest-earning time deposits matured and were not renewed and six interest-earning time deposits were purchased during the maturity and redemption of time deposits. The proceeds were used primarily to fund loans.


nine months ended September 30, 2022.

Investment Securities Available for Sale. Investment securities available for sale decreased $1.1 million,$840,000, or 11.7%20.8%, from $9.6$4.0 million at December 31, 20162021 to $8.4$3.2 million at September 30, 20172022, due primarily to the principal repayments on these securities during the nine months ended September 30, 2017.


2022.

Loans Held for Sale. Loans held for sale increased $1.8decreased $19.4 million, or 37.4%18.0%, from $4.7$107.8 million at December 31, 20162021 to $6.5$88.4 million at September 30, 20172022 as the Bank'sBank originated $277.6 million in equipment loans held for sale and sold $274.4 million of equipment loans during the nine months ended September 30, 2022. Also contributing to the decrease in loans held for sale is $11.2 million of loan amortization and prepayments. Additionally, the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, originated $62.1$100.0 million of one-to-four family residential loans during the nine months ended September 30, 20172022 and sold $60.3$111.4 million of loans in the secondary market during this same period.

37


Loans Receivable, Net. Loans receivable, net, increased $17.0$175.2 million, or 9.6%43.4%, to $193.8$579.2 million at September 30, 20172022 from $176.8$404.0 million December 31, 2016.2021. This increase was funded primarily from Federal Home Loan Bank borrowings and deposits. Increases within the portfolio occurred in commercial real estate loans which increased $9.1$129.3 million, or 11.7%70.4%, multi-family residential loans which increased $5.7$19.1 million, or 38.8%65.2%, construction loans which increased $10.0 million, or 63.1%, commercial business loans which increased $2.3$8.5 million, or 24.5%6.6%, one-to-fourand one -to-four family residential non-owner occupied loans which increased $608,000, or 1.2%, one-to-four family residential owner occupied loans which increased $45,000,$7.6 million, or 0.8%, construction78.2%. However, by excluding PPP loans which increases $32,000,from commercial business loans, the balance of commercial business loans increased $46.3 million, or 0.2%, and other consumer52.1%. The increase in commercial real estate loans which increased $17,000, or 65.4%.  These increases were partially offsetwas primarily due to the purchase of a $55.5 million loan portfolio by a $574,000, or 12.0%, decreasethe Bank's wholly-owned subsidiary, Oakmont Commercial, LLC in home equity loans.April, 2022. The Company continues its strategy of diversifying its loan portfolio with higher yielding and shorter-term loan products and selling substantially all of its newly originated one-to-four family owner-occupied loans into the secondary market.


Other Real Estate Owned, Net. Other real estate owned, net amounted to $185,000 at September 30, 2017, consisting of one property.  This compares to three properties totaling $435,000 at December 31, 2016. For the nine months ended September 30, 2017, $23,000 of capital improvements were made to the properties, one of the properties incurred a write-down totaling $48,000, and two properties with a carrying value of $225,000 were sold.  Following the end of the quarter, the Company sold the remaining property and a loss of $6,000 was realized on the transaction.  Non-performing assets amounted to $3.7 million, or 1.60%, of total assets at September 30, 2017 compared to $2.3 million, or 1.07%, of total assets at December 31, 2016.

38

Deposits.

Deposits. Total deposits increased $5.4$99.9 million, or 3.0%22.4%, to $182.4$547.1 million at September 30, 20172022 from $177.0$447.2 million at December 31, 2016.2021. This increase in deposits was primarily attributable to increases of $5.3$88.7 million, or 3.9%44.2%, in certificates of depositmoney market accounts, and $1.9$15.1 million, or 31.8%23.3%, in non-interest bearing checking accounts,accounts. The increase in deposits was partially offset by a $963,000,$3.7 million, or 3.1%2.0%, decrease in certificates of deposit, a $166,000, or 9.0%, decrease in savings accounts and a $6,000, or 60.0%, decrease in passbook accounts. The increase in money market accounts was primarily due to a $655,000, or 55.1%, decrease$150.0 million deposit in passbook accounts, andMay, 2022 through a $200,000, or 11.2%, decrease in savings accounts.


Federal Home Loan bank deposit placement agreement with a third party bank.

Borrowings. Total Federal Home Loan Bank (FHLB) borrowings increased $10.0$43.8 million, or 64.5%89.1%, to $93.0 million at September 30, 2022 from $15.5$49.2 million at December 31, 2016 to $25.5 million at September 30, 2017.2021. During the nine months ended September 30, 2017,2022, the Company borrowed $4.5$115.3 million of FHLB short-term borrowings and $8.0$80.0 million of FHLB long-term fixed rate borrowings primarilyand paid down $131.3 million of FHLB short-term borrowings and $20.2 million of FHLB long-term borrowings. Federal Reserve Bank (FRB) long-term borrowings decreased $3.9 million, or 100.0%, to none at September 30, 2022 from $3.9 million at December 31, 2021 as the Company paid off first round PPP loans pledged as collateral under the FRB’s Paycheck Protection Program Liquidity Facility (PPPLF). The Company did not utilize the FRB’s PPPLF to fund loan growth. During the same time period, the Company repaid $2.5 million of long-term fixed rate borrowings.


Stockholders' Equity.  Total stockholders' equitysecond round PPP loans.

Accrued Expenses and Other Liabilities. Accrued expenses and other liabilities increased $1.2$3.5 million, or 5.9%59.2%, to $22.0$9.5 million at September 30, 20172022 from $20.8$6.0 million at December 31, 2016.2021, due primarily to an increase in tax and other expense accruals.

Stockholders Equity. Total stockholders’ equity increased $8.7 million, or 23.6%, to $45.6 million at September 30, 2022 from $36.9 million at December 31, 2021. Contributing to the increase was net income for the nine months ended September 30, 20172022 of $1.3$6.7 million, net income attributable to noncontrolling interest of $2.6 million, common stock earned by participants in the employee stock ownership plan of $138,000,$259,000, amortization of stock awards and options under our stock compensation plans of $97,000,$126,000, the reissuance of treasury stock under the Bank’s 401(k) Plan of $48,000 and the reissuance of treasury stock for exercised stock options of $193,000, the reissuance of treasury stock under the Bank's 401(k) Plan of $83,000, and other comprehensive income of $37,000.$181,000. These increases were partially offset by dividends paid of $751,000, noncontrolling interest distribution of $279,000, the purchase of treasury stock of $341,000$46,000, and by dividends paidother comprehensive loss, net of $269,000.$42,000.

38


Comparison of Operating Results for the Three Months Ended September 30, 20172022 and 2016


2021

General. Net income amounted to $595,000$2.6 million for the three months ended September 30, 2017,2022, an increase of $193,000,$853,000, or 48.0%47.9%, compared to net income of $402,000$1.8 million for the three months ended September 30, 2016.2021. The increase in net income on a comparative quarterly basis was primarily the result of increasesan increase in non-interest income of $363,000$2.4 million, and an increase in net interest income of $251,000,$1.6 million, partially offset by increasesan increase in non-interest expense of $291,000,$1.9 million, an increase in the provision for loan losses of $98,000, and an increase in the provision for income taxes of $108,000, and the provision for loan losses of $22,000.


$310,000.

Net Interest Income. Net interest income increased $251,000,$1.6 million, or 15.3%,32.8% to $1.9$6.7 million for the three months ended September 30, 20172022 from $1.6$5.0 million for the three months ended September 30, 2016.2021. The increase was driven by a $364,000,$3.0 million, or 15.8%49.5%, increase in interest income. This increase in net interest income was partially offset by a $113,000,$1.3 million, or 16.8%133.2%, increase in interest expense.


Interest Income.  Interest income increased $364,000, The $3.0 million, or 15.8%49.5%, to $2.7 million for the three months ended September 30, 2017 from $2.3 million for the three months ended September 30, 2016. The increase in interest income was primarily due to a $37.0$178.0 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of $161.8$488.5 million for the three months ended September 30, 20162021 to an average balance of $198.8$666.5 million for the three months ended September 30, 2017,2022, and had the effect of increasing interest income $505,000.  Partially offsetting this$2.2 million. Also contributing to the increase in interest income was a 2833 basis point declineincrease in the average yield on average loans receivable, net, including loans held for sale, which increased from 5.47%4.87% for the three months ended September 30, 20162021 to 5.19%5.20% for the three months ended September 30, 2017, which2022, and had the effect of decreasingincreasing interest income by $142,000.


39

$561,000.

Interest Expense.  Interest The $1.3 million, or 133.2%, increase in interest expense increased $113,000, or 16.8%, to $785,000 for the three months ended September 30, 20172022 over the comparable period in 2021 was primarily attributable to a 95 basis point increase in the rate on average money market accounts, which increased from $672,0000.55% for the three months ended September 30, 2016. The increase in interest expense was primarily attributable2021 to a $19.3 million increase in average interest-bearing liabilities, which increased from an average balance of $180.4 million1.50% for the three months ended September 30, 2016 to an average balance of $199.7 million for the three months ended September 30, 2017, and had the effect of increasing interest expense $61,000.  This increase in average interest-bearing liabilities was primarily attributable to a $5.8 million increase in average certificate of deposit accounts which increased from an average balance of $134.1 million for the three months ended September 30, 2016 to an average balance of $139.9 million for the three months ended September 30, 2017, and had the effect of increasing interest expense $25,000, and a $12.2 million increase in  average Federal Home Loan Bank borrowings which increased from $13.3 million for the three months ended September 30, 2016 to an average balance of $25.5 million for the three months ended September 30, 2016, and had the effect of increasing interest expense $32,000. Also contributing to this increase was an eight basis point increase in the average rate on interest-bearing liabilities, from 1.49% for the three months ended September 30, 2016 to 1.57% for the three months ended September 30, 2017, which had the effect of increasing interest expense by $52,000.  This increase in rate was primarily attributable to a five basis point increase in rate on average certificate of deposit accounts, which increased from 1.72% for the three months ended September 30, 2016 to 1.77% for the three months ended September 30, 2017,2022, and had the effect of increasing interest expense by $18,000, and a 55 basis point$736,000. Also contributing to the increase in rate onmoney market interest expense was a $117.2 million increase in average Federal Home Loan Bank borrowings,money market accounts which increased from 1.02%$192.5 million for the three months ended September 30, 20162021 to 1.57%an average balance of $309.7 million for the three months ended September 30, 2017, which2022, and had the effect of increasing interest expense by $33,000.$160,000. Both the increase in money market average balance and rate was impacted by a $150.0 million deposit in May, 2022 through a deposit placement agreement with a third party bank. Also contributing to the increase in interest expense was a $64.1 million increase in average FHLB long-term borrowings which increased from an average balance of $24.2 million for the three months ended September 30, 2021 to an average balance of $88.3 million for the three months ended September 30, 2022, and had the effect of increasing interest expense by $329,000. The average interest rate spread decreased from 3.62% for the three months ended September 30, 2021 to 3.50% for the three months ended September 30, 2022 while the net interest margin decreased from 3.82% for the three months ended September 30, 2021 to 3.75% for the three months ended September 30, 2022.

39


40

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


 Three Months Ended September 30, 
 2017  2016 
  
Average
Balance
  Interest  
Average
Yield/
Rate
  
Average
Balance
  Interest  
Average
Yield/
Rate
 
Interest-earning assets: (Dollars in thousands) 
  Due from banks, interest-bearing $8,247  $30   1.46% $18,833  $26   0.55%
  Investment in interest-earning time deposits  5,370   21   1.56   6,120   32   2.09 
  Investment securities available for sale  8,774   36   1.64   8,547   30   1.40 
  Loans receivable, net (1) (2)  (3)  198,780   2,577   5.19   161,840   2,214   5.47 
  Investment in FHLB stock  1,134   9   3.17   633   7   4.42 
     Total interest-earning assets  222,305   2,673   4.81%  195,973   2,309   4.71%
Non-interest-earning assets  9,159           9,425         
     Total assets $231,464          $205,398         
Interest-bearing liabilities:                        
   Passbook accounts $671  $*   *% $1,182  $*   *%
   Savings accounts  1,550   1   0.26   2,173   1   0.18 
   Money market accounts  32,070   65   0.81   29,614   60   0.81 
   Certificate of deposit accounts  139,918   619   1.77   134,099   577   1.72 
      Total deposits  174,209   685   1.57   167,068   638   1.53 
FHLB short-term borrowings  9,875   32   1.30   6,000   8   0.53 
FHLB long-term borrowings  15,625   68   1.74   7,294   26   1.43 
     Total interest-bearing liabilities  199,709   785   1.57%  180,362   672   1.49%
Non-interest-bearing liabilities  9,787           5,038         
     Total liabilities  209,496           185,400         
Stockholders' Equity  21,968           19,998         
     Total liabilities and Stockholders' Equity $231,464          $205,398         
Net interest-earning assets $22,596          $15,661         
Net interest income; average interest rate spread     $1,888   3.24%     $1,637   3.22%
Net interest margin (4)          3.40%          3.34%
Average interest-earning assets to average interest-bearing liabilities         111.31%          108.66%

*Not meaningful.
(1)Includes loans held for sale.
(2)Includes non-accrual loans during the respective periods.  Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.
(3)Includes tax free municipal leases with an aggregate average balance of  $64,000 and an average yield of 3.98% for the three months ended September 30, 2017 and an aggregate average balance of $111,000 and an average yield of 4.02% for the three months ended September 30, 2016.  The tax-exempt income from such loans has not been calculated on a tax equivalent basis.
 (4)Equals net interest income divided by average interest-earning assets.

  

Three Months Ended September 30,

 
  

2022

  

2021

 
  

Average

Balance

  

Interest

  

Average

Yield/

Rate

  

Average

Balance

  

Interest

  

Average

Yield/

Rate

 
  

(Dollars in thousands)

 

Interest-earning assets:

                        

Due from banks, interest-bearing

 $29,437  $196   2.66% $23,162  $5   0.09%

Investment in interest-earning time deposits

  7,202   46   2.55   7,917   46   2.32 

Investment securities available for sale

  3,357   19   2.26   4,487   7   0.62 

Loans receivable, net (1) (2)

  666,501   8,671   5.20   488,518   5,944   4.87 

Investment in FHLB stock

  4,348   64   5.89   1,648   15   3.64 

Total interest-earning assets

  710,845   8,996   5.06%  525,732   6,017   4.58%

Non-interest-earning assets

  21,988           15,013         

Total assets

 $732,833          $540,745         

Interest-bearing liabilities:                     
Passbook accounts $3  $-   *% $14  $-   *%

Savings accounts

  1,611   1   0.25   1,766   1   0.23 

Money market accounts

  309,742   1,159   1.50   192,515   263   0.55 

Certificate of deposit accounts

  183,740   512   1.11   168,204   438   1.04 

Total deposits

  495,096   1,672   1.35   362,499   702   0.77 

FHLB short-term borrowings

  9,065   58   2.56   13,163   8   0.24 

FHLB long-term borrowings

  88,269   457   2.07   24,193   124   2.05 

FRB long-term borrowings

  130   -   0.00   8,976   8   0.36 

Subordinated debt

  7,953   130   6.54   7,919   130   6.57 

Other short-term borrowings

  458   22   19.21   1,071   31   11.58 

Total interest-bearing liabilities

  600,971   2,339   1.56%  417,821   1,003   0.96%

Non-interest-bearing liabilities

  92,048           94,725         

Total liabilities

  693,019           512,546         

Stockholders’ Equity

  39,814           28,199         

Total liabilities and Stockholders’ Equity

 $732,833          $540,745         

Net interest-earning assets

 $109,874          $107,911         

Net interest income; average interest rate spread

     $6,657   3.50%     $5,014   3.62%

Net interest margin (3)

          3.75%          3.82%

Average interest-earning assets to average

       interest-bearing liabilities

          118.28%          125.83%

________________________

*            Not meaningful.

(1)         Includes loans held for sale.

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

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

Provision for Loan Losses. The Company’s provision for loan losses increased $22,000,$98,000, or 36.1%17.6%, from $61,000to $655,000 for the three months ended September 30, 2016 to $83,0002022 from $557,000 for the three months ended September 30, 2017.2021. The increase in the provision for loan losses for the three months ended September 30, 2022 over the three months ended September 30, 2021 was based on an evaluation of the allowance relative to such factors as volume of the loan portfolio, concentrations of credit risk, prevailing economic conditions, prior loan loss experience and amount of non-performing loans at September 30, 2017.2022.

40

41

Non-performing loans amounted to $3.5 million, or 1.83%, of net loans receivable at September 30, 2017, consisting2022 consisted of thirteentwo loans five of which are on non-accrual status and eightin the aggregate amount of which are 90 days or more past due and accruing interest. Comparably, non-performing loans amounted to $1.9 million, or 1.06%, of net loans receivable at December 31, 2016, consisting of fourteen loans, seven of which were on non-accrual status and seven of which were 90 days or more past due and accruing interest.$1.7 million. The non-performing loans at September 30, 2017 include six one-to-four family non-owner occupied residential loans, three commercial real estate loans, two one-to-four family owner occupied residential loans, and two construction loans, and all2022 are generally well-collateralized or adequately reserved for.  During the quarter ended September 30, 2017, one new loan was placed on non-accrual status resulting in the reversal of approximately $48,000 of previously accrued interest income and two loans previously on non-accrual status were paid-off. The allowance for loan losses as a percent of total loans receivable, net was 0.89%1.22% at September 30, 2017,2022 and 0.90%1.30% at December 31, 2016.


Other real estate owned, net amounted to $185,000 at September 30, 2017, consisting of one property.  This compares to three properties totaling $435,000 at December 31, 2016.  Following the end of the quarter, the Company sold the remaining property and a loss of $6,000 was realized on the transaction.2021. Non-performing assets amounted to $3.7$1.7 million, or 1.60%,0.24% of total assets at September 30, 20172022 compared to $2.3 million, or 1.07%, of total assets$9,000 at December 31, 2016.

2021.

Non-Interest Income. Non-interest income increased $363,000,$2.4 million, or 49.5%66.6%, from $733,000 for the three months ended September 30, 2016 to $1.1$3.6 million for the three months ended September 30, 2017 due primarily2021 to a $156,000, or 29.4%, increase in net gain on the sales of residential mortgage loans, a $100,000, or 77.5%, increase in mortgage banking and title abstract fees, a $54,000 decrease in loss on sales and write-downs on other real estate owned, a $30,000, or 50.0%, increase in insurance commissions earned by Quaint Oak Insurance Agency, a wholly owned insurance subsidiary of Quaint Oak Bank which began operations on August 1, 2016, a $25,000, or 125.0%, increase in other fees and services charges, and a $19,000, or 146.2%, increase in other non-interest income, partially offset by a $19,000, or 37.3%, decrease in gain on the sale of SBA loans and a $2,000, or 8.7%, decrease in income from bank-owned life insurance.


Non-Interest Expense.  Non-interest expense increased $291,000, or 17.6%, from $1.7$6.0 million for the three months ended September 30, 20162022. The increase was primarily attributable to a $2.4 million, or 129.4%, increase in net gain on loans held for sale, a $156,000, or 25.8%, increase in mortgage banking, equipment lending, and title abstract fees, a $93,000, or 244.7%, increase in other fees and service charges, a $19,000, or 14.3%, increase in insurance commissions, and a $9,000, or 11.4%, increase in real estate sales commissions, net. The increase in net gain on loans held for sale was primarily due to the sale of $97.5 million of equipment loans during the three months ended September 30, 2022. These increases were partially offset by a $311,000, or 84.3%, decrease in gain on sale of SBA loans.

Non-Interest Expense. Total non-interest expense increased $1.9 million, or 34.9%, from $5.4 million for the three months ended September 30, 2017.  Salaries and employee benefits expense accounted for $192,000 of the change as this expense increased 17.0%, from $1.12021 to $7.3 million for the three months ended September 30, 20162022, primarily due to $1.3a $1.2 million, or 30.1%, increase in salaries and employee benefits expense, a $310,000, or 95.1%, increase in other expense, a $150,000, or 140.2%, increase in professional fees, a $128,000, or 132.0%, increase in FDIC deposit insurance assessment, a $98,000, or 25.9%, increase in occupancy and equipment expense, a $59,000, or 53.6%, increase in advertising expense, and a $9,000, or 15.5%, increase in Directors’ fees and expenses. The increase in salaries and employee benefits expense is primarily due to expanding and improving the level of staff at the Bank and its subsidiary companies, including Oakmont Capital Holdings, LLC. Oakmont Capital Holdings, LLC’s results for the three months ended September 30, 2022 also contributed to the increases in occupancy and equipment expense, professional fees, advertising expense, and other expense. The increase in non-interest expense was partially offset by a $94,000, or 40.2%, decrease in data processing expense, and a $2,000, or 100.0%, decrease in other real estate owned expenses.

Provision for Income Tax. The provision for income tax increased $310,000, or 44.2%, from $702,000 for the three months ended September 30, 2021 to $1.0 million for the three months ended September 30, 2017 due primarily to increased staff related to the continued expansion of the Company's mortgage banking and lending operations and the launch of Quaint Oak Insurance Agency on August 1, 2016.  Also contributing to the increase was a  $35,000, or 32.1%, increase in other expense, a $34,000, or 65.4%, increase in data processing expense, a $16,000, or 69.6%,  increase in advertising expense,  an $11,000, or 11.7%, increase in professional fees, a $9,000, or 25.7%, increase in FDIC insurance assessment, a $4,000, or 8.3%, increase in directors' fees and expenses, and a $5,000, or 62.5%, increase in amortization of other intangible related to the renewal rights of the book of business acquired from Signature Insurance Services, LLC on August 1, 2016.  These increases were partially offset by a $9,000, or 69.2%, decease in other real estate owned expense and a $6,000, or 4.2%, decrease in occupancy and equipment expense.


Provision for Income Tax.  The provision for income tax increased $108,000, or 43.2%, from $250,000 for the three months ended September 30, 2016 to $358,000 for the three months ended September 30, 20172022 due primarily to the increase in pre-tax income. Our effective tax rate decreased from 38.3% for the three months ended September 30, 2016 to 37.6% for the three months ended September 30, 2017.
42

Comparison of Operating Results for the Nine Months Ended September 30, 20172022 and 2016


2021

General. Net income amounted to $1.3$6.7 million for the nine months ended September 30, 2017,2022, an increase of $247,000,$2.3 million, or 23.7%54.0%, compared to net income of $1.0 million for nine months ended September 30, 2016. The increase in net income was primarily the result of increases in net interest income of $731,000 and non-interest income of $539,000, partially offset by increases in non-interest expense of $950,000, the provision for income taxes of $56,000, and the provision for loan losses of $17,000.


Net Interest Income.  Net interest income increased $731,000, or 15.0%, to $5.6$4.3 million for the nine months ended September 30, 2017 from $4.92021. The increase in net income on a comparative nine-month basis was primarily the result of an increase in non-interest income of $6.9 million, and an increase in net interest income of $4.6 million, partially offset by an increase in non-interest expense of $5.1 million, an increase in the provision for income taxes of $838,000, and an increase in the provision for loan losses of $674,000.

Net Interest Income. Net interest income increased $4.6 million, or 34.1% to $17.9 million for the nine months ended September 30, 2016 due primarily to2022 from $13.4 million for the nine months ended September 30, 2021. The increase was driven by a $1.1$5.9 million, or 15.6%35.4%, increase in interest income, partially offset by a $320,000,$1.4 million, or 17.1%40.4%, increase in interest expense.

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Interest Income.  Interest income increased $1.1 The $5.9 million, or 15.6%35.4%, to $7.8 million for the nine months ended September 30, 2017 from $6.7 million for the nine months ended September 30, 2016. The increase in interest income was primarily due to a $34.1$116.5 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of $155.4$478.9 million for the nine months ended September 30, 20162021 to an average balance of $189.5$595.4 million for the nine months ended September 30, 2017,2022, and had the effect of increasing interest income $1.4$4.0 million. Partially offsetting thisAlso contributing to the increase in interest income was a 2740 basis point declineincrease in the average yield on average loans receivable, net, including loans held for sale, which increased from 5.57%4.57% for the nine months ended September 30, 20162021 to 5.30%4.97% for the nine months ended September 30, 2017, which2022, and had the effect of decreasingincreasing interest income $1.8 million. Contributing to both the increase in average balance of loans receivable, net and yield was the purchase of a $55.5 million commercial real estate loan portfolio by $391,000.


the Bank’s wholly-owned subsidiary, Oakmont Commercial, LLC in April, 2022.

Interest Expense.  Interest expense increased $320,000, The $1.4 million, or 17.1%40.4%, to $2.2 million for the nine months ended September 30, 2017 from $1.9 million for the nine months ended September 30, 2016.  The increase in interest expense was primarily attributable to a $21.4 million33 basis point increase in the rate on average interest-bearing liabilities,money market accounts, which increased from an average balance of $170.9 million0.63% for the nine months ended September 30, 20162021 to an average balance of $192.3 million0.96% for the nine months ended September 30, 2017, and had the effect of increasing interest expense $228,000.  This increase in average interest-bearing liabilities was primarily attributable to a $12.4 million increase in average certificate of deposit accounts which increased from an average balance of $125.6 million for the nine months ended September 30, 2016 to an average balance of $138.0 million for the nine months ended September 30, 2017, and had the effect of increasing interest expense $158,000, and a $5.9 million increase in  average Federal Home Loan Bank borrowings which increased from $13.4 million for the nine months ended September 30, 2016 to an average balance of $19.4 million for the nine months ended September 30, 2017, and had the effect of increasing interest expense $44,000. Also contributing to this increase was a six basis point increase in the average rate on interest-bearing liabilities, from 1.46% for the nine months ended September 30, 2016 to 1.52% for the nine months ended September 30, 2017, which had the effect of increasing interest expense by $92,000.  This increase in rate was primarily attributable to a three basis point increase in rate on average certificate of deposit accounts, which increased from 1.70% for the nine months ended September 30, 2016 to 1.73% for the nine months ended September 30, 2017,2022, and had the effect of increasing interest expense by $30,000, and a 44 basis point$633,000. Also contributing to the increase in rate oninterest expense was an $87.9 million increase in average Federal Home Loan Bank borrowings,money market accounts which increased from 0.99%an average balance of $166.8 million for the nine months ended September 30, 20162021 to 1.43%an average balance of $254.7 million for the nine months ended September 30, 2017, which2022, and had the effect of increasing interest expense by $62,000.$417,000. The increase in money market average balance was impacted by a $150.0 million deposit in May, 2022 through a deposit placement agreement with a third party bank. Also contributing to the increase in interest expense was a $37.5 million increase in average FHLB long-term borrowings which increased from $26.3 million for the nine months ended September 30, 2021 to $63.7 million for the nine months ended September 30, 2022, and had the effect of increasing interest expense by $560,000. This increase in interest expense was partially offset by a 19 basis point decrease in the rate on average certificate of deposit accounts, which decreased from 1.17% for the nine months ended September 30, 2021 to 0.98% for the nine months ended September 30, 2022, and had the effect of decreasing interest expense by $259,000. The average interest rate spread increased from 3.20% for the nine months ended September 30, 2021 to 3.54% for the nine months ended September 30, 2022, while the net interest margin increased from 3.41% for the nine months ended September 30, 2021 to 3.73% for the nine months ended September 30, 2022.

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43

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


 Nine Months Ended September 30, 
 2017  2016 
  
Average
Balance
  Interest  
Average
Yield/
Rate
  
Average
Balance
  Interest  
Average
Yield/
Rate
 
Interest-earning assets: (Dollars in thousands) 
  Due from banks, interest-bearing $8,428  $70   1.11% $17,994  $70   0.52%
  Investment in interest-earning time deposits  5,597   67   1.60   6,135   82   1.78 
  Investment securities available for sale  9,092   101   1.48   6,080   70   1.54 
  Loans receivable, net (1) (2)  (3)  189,527   7,530   5.30   155,459   6,497   5.57 
  Investment in FHLB stock  883   24   3.62   631   22   4.65 
     Total interest-earning assets  213,527   7,792   4.87%  186,299   6,741   4.82%
Non-interest-earning assets  9,143           8,995         
     Total assets $222,670          $195,294         
Interest-bearing liabilities:                        
   Passbook accounts $768  $1   0.17% $1,268  $1   0.11%
   Savings accounts  1,588   2   0.17   2,527   4   0.21 
   Money market accounts  32,687   196   0.80   28,099   169   0.80 
   Certificate of deposit accounts  137,957   1,788   1.73   125,589   1,600   1.70 
      Total deposits  173,000   1,987   1.53   157,483   1,774   1.50 
FHLB short-term borrowings  8,350   68   1.09   6,000   24   0.53 
FHLB long-term borrowings  10,996   139   1.69   7,434   76   1.36 
     Total interest-bearing liabilities  192,346   2,194   1.52%  170,917   1,874   1.46%
Non-interest-bearing liabilities  8,820           4,791         
     Total liabilities  201,166           175,708         
Stockholders' Equity  21,504           19,586         
     Total liabilities and Stockholders' Equity $222,670          $195,294         
Net interest-earning assets $21,181          $15,382         
Net interest income; average interest rate spread     $5,598   3.35%     $4,867   3.36%
Net interest margin (4)          3.50%          3.48%
Average interest-earning assets to average interest-bearing liabilities         111.01%          109.00%

_______________________
(1)Includes loans held for sale.
(2)Includes non-accrual loans during the respective periods.  Calculated net of deferred fees and discounts, loans in process and allowance for loan losses.
(3)Includes tax free municipal leases with an aggregate average balance of $74,000 and an average yield of 4.02% for the nine months ended September 30, 2017 and an aggregate average balance of $104,000 and an average yield of 4.02% for the nine months ended September 30, 2016.  The tax-exempt income from such loans has not been calculated on a tax equivalent basis.
(4)Equals net interest income divided by average interest-earning assets.

  

Nine Months Ended September 30,

 
  

2022

  

2021

 
  

Average

Balance

  

Interest

  

Average

Yield/

Rate

  

Average

Balance

  

Interest

  

Average

Yield/

Rate

 
  

(Dollars in thousands)

 

Interest-earning assets:

                        

Due from banks, interest-bearing

 $30,668  $241   1.05% $27,624  $23   0.11%

Investment in interest-earning time deposits

  7,237   107   1.97   8,154   155   2.53 

Investment securities available for sale

  3,656   35   1.28   6,553   92   1.87 

Loans receivable, net (1) (2)

  595,354   22,171   4.97   478,864   16,422   4.57 

Investment in FHLB stock

  3,751   123   4.37   1,483   57   5.12 

Total interest-earning assets

  640,666   22,677   4.72%  522,678   16,749   4.27%

Non-interest-earning assets

  19,225           15,232         

Total assets

 $659,891           537,910         

Interest-bearing liabilities:                        
Passbook accounts $6  $-   *% $11  $-   *%

Savings accounts

  1,672   3   0.24   1,605   2   0.17 

Money market accounts

  254,701   1,840   0.96   166,791   791   0.63 

Certificate of deposit accounts

  183,987   1,356   0.98   179,589   1,577   1.17 

Total deposits

  440,366   3,199   0.97   347,996   2,370   0.91 

FHLB short-term borrowings

  21,391   133   0.83   5,462   14   0.34 

FHLB long-term borrowings

  63,746   958   2.00   26,255   392   1.99 

FRB long-term borrowings

  1,776   4   0.30   29,733   77   0.35 

Subordinated debt

  7,944   390   6.55   7,910   390   6.57 

Other short-term borrowings

  229   49   28.53   4,022   127   4.21 

Total interest-bearing liabilities

  535,452   4,733   1.18%  421,378   3,370   1.07%

Non-interest-bearing liabilities

  86,585           89,534         

Total liabilities

  622,037           510,912         

Stockholders’ Equity

  37,854           26,998         

Total liabilities and Stockholders’ Equity

 $659,891          $537,910         

Net interest-earning assets

 $105,214          $101,300         

Net interest income; average interest rate spread

     $17,944   3.54%     $13,379   3.20%

Net interest margin (3)

          3.73%          3.41%

Average interest-earning assets to average

       interest-bearing liabilities

          119.65%          124.04%

________________________

*            Not meaningful.

(1)         Includes loans held for sale.

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

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

Provision for Loan Losses. The Company increased itsCompany’s provision for loan losses by $17,000,increased $674,000, or 9.9%53.5%, from $172,000to $1.9 million for the nine months ended September 30, 2016 to $189,0002022 from $1.3 million for the nine months ended September 30, 2017.  As was2021. The increase in the caseprovision for loan losses for the quarter,nine months ended September 30, 2022 over the increasenine months ended September 30, 2021 was based on an evaluation of the allowance relative to such factors as volume of the loan portfolio, concentrations of credit risk, prevailing economic conditions, prior loan loss experience and amount of non-performing loans.  See additional discussion under "Comparison of Operating Results for the Three Months Endedloans at September 30, 20172022.

Non-performing loans at September 30, 2022 consisted of two loans on non-accrual status in the aggregate amount of $1.7 million. The non-performing loans at September 30, 2022 are generally well-collateralized or adequately reserved for. The allowance for loan losses as a percent of total loans receivable, net was 1.22% at September 30, 2022 and 2016-Provision for Loan Losses."1.30% at December 31, 2021. Non-performing assets amounted to $1.7 million, or 0.24% of assets at September 30, 2022 compared to $9,000 at December 31, 2021.

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Non-Interest Income. Non-interest income increased $539,000,$6.9 million, or 28.7%78.0%, from $8.9 million for the nine months ended September 30, 2017 over2021 to $15.8 million for the comparable period in 2016nine months ended September 30, 2022. The increase was primarily dueattributable to a $222,000,$6.9 million, or 17.2%157.0%, increase in net gain on the sales of residentialloans held for sale, a $564,000, or 34.0%, increase in mortgage loans,banking, equipment lending, and title abstract fees, a $196,000,$168,000, or 326.7%79.6%, increase in other fees and service charges, a $70,000, or 49.0%, increase in real estate commissions, net, and a $34,000, or 9.1%, increase in insurance commissions earnedcommissions. The increase in net gain on loans held for sale was primarily due to the sale of $274.4 million of equipment loans during the nine months ended September 30, 2022. These increases were partially offset by Quaint Oak Insurance Agency, a wholly owned insurance subsidiary$411,000, or 64.6%, decrease in gain on sale of Quaint Oak Bank which began operationsSBA loans, a $362,000, or 100.0%, decrease in gain on August 1, 2016,sale of investment securities available for sale, and a $78,000,$72,000, or 19.1%7.0%, decrease in net loan servicing income.

Non-Interest Expense. Total non-interest expense increased $5.1 million, or 34.1%, from $15.0 million for the nine months ended September 30, 2021 to $20.1 million for the nine months ended September 30, 2022, primarily due to a $3.9 million, or 35.5%, increase in salaries and employee benefits expense, a $535,000, or 54.9%, increase in other expense, a $233,000, or 105.4%, increase in FDIC deposit insurance assessment, a $220,000, or 19.2%, increase in occupancy and equipment expense, a $194,000, or 57.6%, increase in advertising expense, a $181,000, or 37.1%, increase in professional fees, and a $24,000, or 12.9%, increase in Directors’ fees and expenses. The increase in salaries and employee benefits is primarily due to expanding and improving the level of staff at the Bank and its subsidiary companies, including Oakmont Capital Holdings, LLC. Oakmont Capital Holdings, LLC’s results for the nine months ended September 30, 2022 also contributed to the increases in occupancy and equipment expense, professional fees, advertising expense, and other expense. The increase in non-interest expense was partially offset by a $141,000, or 22.0%, decrease in data processing expense, and a $14,000, or 100.0%, decrease in other real estate owned expenses.

Provision for Income Tax. The provision for income tax increased $838,000, or 49.5%, from $1.7 million for the nine months ended September 30, 2021 to $2.5 million for the nine months ended September 30, 2022 due primarily to the increase in pre-tax income.

Operating Segments

The Company's operations consist of two reportable operating segments: Banking and Oakmont Capital Holdings, LLC. Our Banking Segment generates revenues primarily from its lending, deposit gathering and fee business activities. Our Oakmont Capital Holdings, LLC Segment originates equipment loans which are generally sold to third party institutions with the loans’ servicing rights retained. Detailed segment information appears in Note 12 in the Notes to Unaudited Consolidated Financial Statements.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the three months ended September 30, 2022 of $2.6 million, a $251,000, or 10.7%, increase from the same period in 2021. This increase in PTSP was primarily due to a $1.7 million or 34.7%, increase in net interest income. This increase was partially offset by a $968,000, or 24.2%, increase in non-interest expense, a $427,000, or 22.8%, decrease in non-interest income and $98,000, or 17.6%, increase in the provision for loan losses. The decrease in non-interest income was primarily due to a $311,000, or 84.3%, decrease in the gain on sale of SBA loans, and a $159,000, or 47.9%, decrease in mortgage banking and title abstract fees, partially offset by a $63,000,$48,000, or 50.0%5.7%, increase in gain on loans held for sale. The increase in non-interest expense was primarily due to a $680,000, or 23.7%, increase in salaries and employee benefits expense, a $173,000, or 258.2%, increase in professional fees, a $128,000, or 132.0%, increase in FDIC deposit insurance assessment expense, and a $28,000, or 9.5%, increase in occupancy and equipment expense.

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Our Oakmont Capital Holdings, LLC Segment reported a pre-tax segment profit (“PTSP”) for the three months ended September 30, 2022 of $2.1 million, a $1.8 million, or 657.7%, increase from the same period in 2021. The increase in PTSP was primarily due to a $2.8 million, or 164.6%, increase in non-interest income partially offset by a $925,000, or 64.7%, increase in non-interest expense, and a $101,000, or 1,262.5%, decrease in lossnet interest income. The increase in non-interest income was primarily due to a $2.4 million, or 231.4%, increase net gain on salesloans held for sale, and write-downs on other real estate owned, a $25,000,$315,000, or 69.4%115.8%, increase in equipment lending fees. The increase in non-interest expense was primarily due to a $555,000, 45.0%, increase in salaries and employee benefits expense, a $284,000, or 747.4%, increase in other non-interest income,expenses, and a $17,000,$70,000, or 53.1%83.3%, increase in occupancy and equipment expense.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the nine months ended September 30, 2022 of $6.5 million, a $528,000, or 8.9%, increase from the same period in 2021. This increase in PTSP was primarily due to a $4.7 million, or 34.8%, increase in net interest income. This increase was partially offset by a $2.9 million, or 25.5%, increase in non-interest expense, a $674,000, or 53.5% increase in the provision for loan losses, and a $587,000, or 11.4%, decrease in non-interest income. The increase in non-interest expense was primarily due to a $2.3 million, or 28.6%, increase in salaries and employee benefits expense, a $269,000, or 75.6%, increase in professional fees, a $233,000, or 105.4%, increase in FDIC deposit insurance assessment, a $132,000, or 15.4%, increase in other feesnon-interest expenses, and services charges, partially offset byan $80,000, or 8.9%, increase in occupancy and equipment expense. The decrease in non-interest income was primarily due to a $60,000,$411,000, or 55.6%64.6%, decrease in gain on the sale of SBA loans, and a $2,000,$390,000, or 3.0%39.4%, decrease in income from bank-owned life insurance.


Non-Interest Expense.  Non-interest expense increased $950,000,mortgage banking and title abstract fees, and a $362,000, or 19.5%100.0%, from $4.9 milliondecrease in gain on sale of investment securities available for sale, partially offset by a $545,000, or 23.9%, increase in gain on loans held for sale.

Our Oakmont Capital Holdings, LLC Segment reported a pre-tax segment profit (“PTSP”) for the nine months ended September 30, 20162022 of $5.2 million, a $5.2 million, increase from the same period in 2021. The increase in PTSP was primarily due to $5.8a $7.5 million, or 201.7%, increase in non-interest income, partially offset by a $2.2 million, or 61.4%, increase in non-interest expense, and a $119,000, or 122.7%, decrease in net interest income. The increase in non-interest income was primarily due to a $6.4 million, or 299.5%, increase in net gain on loans held for the nine months ended September 30, 2017.  Salariessale, and a $954,000, or 143.0%, increase in equipment lending fees. The increase in non-interest expense was primarily due to a $1.6 million, or 53.6%, increase in salaries and employee benefits expense, accounted for $673,000 of the change as this expense increased 20.3%, from $3.3 million for the nine months ended September 30, 2016 to $4.0 million for the nine months ended September 30, 2017 due primarily to increased staff related to the continued expansion of the Company's mortgage banking and lending operations and the launch of Quaint Oak Insurance Agency on August 1, 2016. Also contributing to the increase was a $114,000,$403,000, or 34.2%347.4%, increase in other expense due primarily to a $76,000 increase in recruiting fees, an $82,000, or 59.9%, increase in data processingnon-interest expense, a $33,000,$153,000, or 39.3%135.4%, increase in advertising expense, a $28,000, or 27.2%, increase in FDIC insurance assessment, a $29,000, or 362.5% increase in amortization of other intangible related to the renewal rights of the book of business acquired from Signature Insurance Services, LLC on August 1, 2016, and a $14,000,$140,000, or 3.4%56.5%, increase in occupancy and equipment expense.  These increases wereexpense, partially offset by a $20,000,an $88,000, or 62.5% decrease in other real estate owned expense, a $2,000, or 0.7%66.7%, decrease in professional fees, and a $1,000, or 0.6% decrease in directors' fees and expenses.


Provision for Income Tax.  The provision for income tax increased $56,000, or 8.6%, from $650,000 for the nine months ended September 30, 2016 to $706,000 for the nine months ended September 30, 2017 due primarily to the increase in pre-tax income. Our effective tax rate decreased from 38.4% for the nine months ended September 30, 2016 to 35.4% for the nine months ended September 30, 2017 primarily due to a tax deduction taken in the second quarter of 2017 related to the exercise of non-qualified stock options during the nine months ended September 30, 2017.

fees.

Liquidity and Capital Resources


The Company'sCompany’s primary sources of funds are deposits, amortization and prepayment of loans and to a lesser extent, loan sales and other funds provided from operations. While scheduled principal and interest payments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company sets the interest rates on its deposits to maintain a desired level of total deposits. In addition, the Company invests excess funds in short-term interest-earning assets that provide additional liquidity. At September 30, 2017,2022, the Company's cash and cash equivalents amounted to $8.2$8.3 million. At such date, the Company also had $761,000$3.1 million invested in interest-earning time deposits maturing in one year or less.

45


The Company uses its liquidity to fund existing and future loan commitments, to fund deposit outflows, to invest in other interest-earning assets and to meet operating expenses. At September 30, 2017,2022, Quaint Oak Bank had outstanding commitments to originate loans of $9.5$20.3 million, and commitments under unused lines of credit of $18.8 million.

45

$49.0 million, and $3.3 million under standby letters of credit.

At September 30, 2017,2022, certificates of deposit scheduled to mature in less than one year or less totaled $42.1$85.8 million. Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case.


In addition to cash flow from loan payments and prepayments and deposits, the Company has significant borrowing capacity available to fund liquidity needs. If the Company requires funds beyond its ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Pittsburgh (FHLB), which provide an additional source of funds. As of September 30, 2017,2022, we had $25.5$93.0 million of borrowings from the FHLB and had $114.0$344.2 million in borrowing capacity. Under terms of the collateral agreement with the FHLB of Pittsburgh, we pledge residential mortgage loans as well as Quaint Oak Bank'sBank’s FHLB stock as collateral for such advances. In addition, as of September 30, 20172022 Quaint Oak Bank had $539,000$5.3 million in borrowing capacity with the Federal Reserve Bank of Philadelphia. There were no borrowings under this facility at September 30, 2017.


Our stockholders' equity amounted2022. Oakmont Capital Holdings, LLC has two lines of credit with a credit union which are used to $22.0fund equipment loans totaling $15.0 million at September 30, 2017, an increase2022. As of $1.2September 30, 2022, there were no outstanding balances on these two lines of credit.

Total stockholders’ equity increased $8.7 million, or 5.9%23.6%, to $45.6 million at September 30, 2022 from $20.8$36.9 million at December 31, 2016.2021. Contributing to the increase was net income for the nine months ended September 30, 20172022 of $1.3$6.7 million, net income attributable to noncontrolling interest of $2.6 million, common stock earned by participants in the employee stock ownership plan of $138,000,$259,000, amortization of stock awards and options under our stock compensation plans of $97,000,$126,000, the reissuance of treasury stock under the Bank’s 401(k) Plan of $48,000 and the reissuance of treasury stock for exercised stock options of $193,000, the reissuance of treasury stock under the Bank's 401(k) Plan of $83,000, and other comprehensive income of $37,000.$181,000. These increases were partially offset by dividends paid of $751,000, noncontrolling interest distribution of $279,000, the purchase of treasury stock of $341,000$46,000, and by dividends paidother comprehensive loss, net of $269,000.$42,000. For further discussion of the stock compensation plans, see Note 10 in the Notes to Unaudited Consolidated Financial Statements contained elsewhere herein.


Quaint Oak Bank is required to maintain regulatory capital sufficient to meet tier 1 leverage, common equity tier 1 capital, tier 1 risk-based and total risk-based capital ratios of at least 4.00%, 4.50%, 6.00%, and 8.00%, respectively. At September 30, 2017,2022, Quaint Oak Bank exceeded each of its capital requirements with ratios of 8.61%6.82%, 11.72%8.45%, 11.72%8.45% and 12.77%9.67%, respectively. As a small savings and loan holding company eligible for exemption, the Company is not currently subject to any regulatory capital requirements.


Off-Balance Sheet Arrangements


In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit. Our exposure to credit loss from non-performance by the other party to the above-mentioned financial instruments is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. In general, we do not require collateral or other security to support financial instruments with off–balance sheet credit risk.

46


Commitments. At September 30, 2017,2022, we had unfunded commitments under lines of credit of $18.8$49.0 million, and $9.5$20.3 million of commitments to originate loans.loans, and $3.3 million under standby letters of credit. We had no commitments to advance additional amounts pursuant to outstanding lines of credit or undisbursed construction loans.


46

Impact of Inflation and Changing Prices


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

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not Applicable.

ITEM 4.            CONTROLS AND PROCEDURES


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”)) as of September 30, 2017.2022. Based on their evaluation of the Company'sCompany’s disclosure controls and procedures, the Company'sCompany’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are operating in an effective manner.


No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the third fiscal quarter of fiscal 20172022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II


ITEM 1.

LEGAL PROCEEDINGS


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

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ITEM 1A.

RISK FACTORS


Not applicable.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(a)Not applicable.


(b)Not applicable.


(c)Purchases of Equity Securities


The Company'sCompany’s repurchases of its common stock made during the quarter ended September 30, 20172022 including stock-for-stock option exercises of outstanding stock options, are set forth in the table below:


Period 
Total Number
of Shares
Purchased
  
Average
Price
Paid per
Share
  
Total Number of
Shares Purchased
as Part of Publicly Announced Plans
or Programs
  
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs (1)
 
July 1, 2017 – July 31, 2017  -  $-   -   38,344 
August 1, 2017 – August 31, 2017  4,440   13.00   -   38,344 
September 1, 2017 – September 30, 2017  22,538   12.34   15,000   23,344 
Total  26,978  $12.46   15,000   23,344 

Period

 

Total Number

of Shares

Purchased

  

Average

Price

Paid

per

Share

  

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

or Programs

  

Maximum

Number of Shares

that May Yet Be

Purchased Under

the Plans or

Programs (1)

 

July 1, 2022 – July 31, 2022

  -  $-   -   24,375 
                 

August 1, 2022 – August 31, 2022

  -   -   -   24,375 
                 

September 1, 2022 – September 30, 2022

  760   23.00   -   24,375 
                 

Total

  760  $23.00   -   24,375 

Notes to this table:


(1)

(1)

On February 21, 2014,December 12, 2018, the Board of Directors of Quaint Oak Bancorp approved its fourthfifth share repurchase program which provides for the repurchase of up to 69,43250,000 shares, (adjusted to reflect the two-for-one stock split), or approximately 2.5% of the Company'sCompany’s then issued and outstanding shares of common stock, and announced the fourthfifth repurchase program on Form 8-K filed on February 26, 2014.December 13, 2018. The repurchase program does not have an expiration date.



ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES


Not applicable.

ITEM 5.

OTHER INFORMATION

Not applicable.


48

48

ITEM 5.  OTHER INFORMATION

Not applicable.



ITEM 6.

EXHIBITS


No.

 

Description

 

 

 

101.INS

 

Inline XBRL Instance Document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

101.DEF

 

Inline XBRL Taxonomy Extension Definitions Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

104

 

Cover Page Interactive Data File (formatted as inline XBRL Taxonomy Extension Definitions Linkbase Document.and contained in Exhibit 101).


49

49

SIGNATURES



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


Date:  November 13, 2017
By:
/s/Robert T. Strong

Date: November 14, 2022

By:

Robert T. Strong

President and Chief Executive Officer

   
  
Date:  November 13, 2017By:/s/John J. Augustine

Date: November 14, 2022

By:

John J. Augustine

Executive Vice President and

Chief Financial Officer


50