ITEM 1. FINANCIAL STATEMENTS

Quaint Oak Bancorp, Inc.

Consolidated Balance Sheets (Unaudited)

~~ITEM 1. FINANCIAL STATEMENTS~~

~~Quaint Oak Bancorp, Inc.~~

~~Consolidated Balance Sheets (Unaudited)~~

	At June 30,			At December 31,
	2023			2022
	(In thousands, except share and per share data)
Assets
Due from banks, non-interest-bearing	$	833		$	421
Due from banks, interest-bearing		8,754			3,472
Cash and cash equivalents		9,587			3,893
Investment in interest-earning time deposits		2,162			3,833
Investment securities available for sale		2,656			2,970
Loans held for sale		115,697			133,222
Loans receivable, net of allowance for credit losses (2023 $7,456; 2022 $7,678)		626,767			621,864
Accrued interest receivable		3,132			3,462
Investment in Federal Home Loan Bank stock, at cost		5,722			6,601
Bank-owned life insurance		4,275			4,226
Premises and equipment, net		2,945			2,775
Goodwill		2,573			2,573
Other intangible, net of accumulated amortization		150			174
Prepaid expenses and other assets		8,129			6,757
Total Assets	$	783,795		$	792,350
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing	$	123,400		$	88,728
Interest-bearing		449,998			460,520
Total deposits	$	573,398			549,248
Federal Home Loan Bank short-term borrowings		72,000			93,200
Federal Home Loan Bank long-term borrowings		42,022			66,022
Federal Reserve Bank short-term borrowings		-			7,000
Other short-term borrowings		9,659			5,489
Subordinated debt		21,811			7,966
Accrued interest payable		736			584
Advances from borrowers for taxes and insurance		4,546			4,186
Accrued expenses and other liabilities		10,860			9,573
Total Liabilities		735,032			743,268
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; 2,236,422 and 2,167,613 outstanding at June 30, 2023 and December 31, 2022, respectively		28			28
Additional paid-in capital		18,121			17,906
Treasury stock, at cost: 540,828 and 609,637 shares at June 30, 2023 and December 31, 2022, respectively		(3,814	)		(3,992	)
Accumulated other comprehensive loss		(16	)		(24	)
Retained earnings		31,440			30,875
Total Quaint Oak Bancorp, Inc. Stockholders' Equity		45,759			44,793
Noncontrolling Interest		3,004			4,289
Total Stockholders' Equity	$	48,763		$	49,082
Total Liabilities and Stockholders’ Equity	$	783,795		$	792,350

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.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

~~ITEM 1. FINANCIAL STATEMENTS~~

~~Quaint Oak Bancorp, Inc.~~

~~Consolidated Statements of Income (Unaudited)~~

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2023			2022		2023			2022
	(In thousands, except for share data)
Interest Income
Interest on loans, including fees	$	11,852		$	7,200	$	22,446		$	13,500
Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock		266			108		490			181
Total Interest Income		12,118			7,308		22,936			13,681

Interest Expense
Interest on deposits		3,983			907		7,493			1,527
Interest on Federal Home Loan Bank short-term borrowings		1,500			53		2,800			75
Interest on Federal Home Loan Bank long-term borrowings		354			389		631			501
Interest on Federal Reserve Bank long-term borrowings		9			1		19			4
Interest on subordinated debt		582			130		778			260
Interest on other short-term borrowings		388			18		604			27
Total Interest Expense		6,816			1,498		12,325			2,394
Net Interest Income		5,302			5,810		10,611			11,287
(Recovery of) Provision for Credit Losses		(189	)		599		203			1,278
Net Interest Income after (Recovery of) Provision for Credit Losses		5,491			5,211		10,408			10,009

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		566			824		1,372			1,461
Real estate sales commissions, net		48			64		72			125
Insurance commissions		160			139		296			255
Other fees and services charges		212			82		443			248
Loan servicing income		1,123			308		2,352			474
Income from bank-owned life insurance		25			22		49			43
Net gain on loans held for sale		1,073			2,858		1,953			7,068
Gain on the sale of SBA loans		201			34		251			167
Total Non-Interest Income		3,408			4,331		6,788			9,841

Non-Interest Expense
Salaries and employee benefits		5,528			4,891		10,870			9,482
Directors' fees and expenses		102			72		207			143
Occupancy and equipment		561			466		1,088			886
Data processing		208			163		425			360
Professional fees		225			228		400			412
FDIC deposit insurance assessment		240			113		472			229
Advertising		137			154		436			362
Amortization of other intangible		12			12		24			24
Other		1,348			490		2,069			873
Total Non-Interest Expense		8,361			6,589		15,991			12,771

Income before Income Taxes	$	538		$	2,953	$	1,205		$	7,079
Income Taxes		273			658		491			1,519
Net Income	$	265		$	2,295	$	714		$	5,560
Net Income (Loss) Attributable to Noncontrolling Interest	$	(305	)	$	525	$	(419	)	$	1,541
Net Income Attributable to Quaint Oak Bancorp, Inc.	$	570		$	1,770	$	1,133		$	4,019

Earnings per share - basic	$	0.25		$	0.87	$	0.51		$	1.99
Average shares outstanding - basic		2,236,885			2,038,479		2,209,891			2,023,511
Earnings per share - diluted	$	0.25		$	0.82	$	0.51		$	1.88
Average shares outstanding - diluted		2,241,570			2,161,277		2,233,369			2,142,169

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.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
	(In thousands)
Net Income	$	265		$	2,295		$	714		$	5,560

Other Comprehensive Income (Loss):
Unrealized gains (losses) on investment securities available for sale		(3	)		(26	)		10			(53	)
Income tax effect		1			6			(2	)		12
Other comprehensive income (loss)		(2	)		(20	)		8			(41	)

Total Comprehensive Income		263			2,275			722			5,519
Comprehensive Income (Loss) Attributable to Noncontrolling Interest		(305	)		525			(419	)		1,541
Comprehensive Income Attributable to Quaint Oak Bancorp, Inc.	$	568		$	1,750		$	1,141		$	3,978

~~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,
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.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Three Months Ended June 30, 2023
	Common Stock
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Noncontrolling Interest			Total Stockholders’ Equity
	(In thousands, except share and per share data)
BALANCE – MARCH 31, 2023		2,192,432		$	28	$	18,005		$	(3,888	)	$	(14	)	$	31,155		$	4,135		$	49,421

Treasury stock purchase		(16,854	)							(306	)											(306	)

Reissuance of treasury stock under 401(k) Plan		1,422					16			10												26

Reissuance of treasury stock under stock incentive plan		9,122					(57	)		57												-

Reissuance of treasury stock for exercised stock options		50,300					95			313												408

Stock based compensation expense							62															62

Cash dividends declared ($0.13 per share)																(285	)					(285	)

Noncontrolling interest distribution																			(826	)		(826	)

Net income (loss)																570			(305	)		265

Other comprehensive loss													(2	)								(2	)
BALANCE – JUNE 30, 2023		2,236,422		$	28	$	18,121		$	(3,814	)	$	(16	)	$	31,440		$	3,004		$	48,763

For the Three Months Ended June 30, 2022
	Common Stock
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interest			Total Stockholders’ Equity
	(In thousands, except share and per share data)
BALANCE - MARCH 31, 2022		2,016,517		$	28	$	15,813		$	(4,955	)	$	2		$	26,057		$	3,019		$	39,964

Common stock allocated by ESOP (4,000 shares)		4,000					59			25												84

Treasury stock purchase		(571	)							(14	)											(14	)

Reissuance of treasury stock under stock incentive plan		9,123					(57	)		57												-

Reissuance of treasury stock under 401(k) Plan		652					11			4												15

Reissuance of treasury stock for exercised stock options		16,000					36			99												135

Stock based compensation expense							42															42

Cash dividends declared ($0.13 per share)																(263	)					(263	)

Noncontrolling interest member distribution																			(59	)		(59	)

Net income																1,770			525			2,295

Other comprehensive loss													(20	)								(20	)
BALANCE – JUNE 30, 2022		2,045,721		$	28	$	15,904		$	(4,784	)	$	(18	)	$	27,564		$	3,485		$	42,179

~~ITEM 1. FINANCIAL STATEMENTS~~

~~Quaint Oak Bancorp, Inc.~~

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

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.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity (Unaudited)

~~ITEM 1. FINANCIAL STATEMENTS~~

~~Quaint Oak Bancorp, Inc.~~

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

For the Six Months Ended June 30, 2023
	Common Stock
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interest			Total Stockholders’ Equity
	(In thousands, except share and per share data)
BALANCE – DECEMBER 31, 2022		2,167,613		$	28	$	17,906		$	(3,992	)	$	(24	)	$	30,875		$	4,289		$	49,082

Treasury stock purchase		(16,854	)							(306	)											(306	)

Reissuance of treasury stock under stock incentive plan		9,122					(57	)		57												-

Reissuance of treasury stock under 401(k) Plan		3,241					45			21												66

Reissuance of treasury stock for exercised stock options		73,300					123			406												529

Stock based compensation expense							104															104

Cash dividends declared ($0.26 per share)																(568	)					(568	)

Noncontrolling interest member distribution																			(866	)		(866	)

Net income																1,133			(419	)		714

Other comprehensive income													8									8
BALANCE – JUNE 30, 2023		2,236,422		$	28	$	18,121		$	(3,814	)	$	(16	)	$	31,440		$	3,004		$	48,763

For the Six Months Ended June 30, 2022
	Common Stock
	Number of Shares Outstanding			Amount		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interest			Total Stockholders’ 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 (8,000 shares)		8,000					125			50												175

Treasury stock purchase		(1,209	)							(28	)											(28	)

Reissuance of treasury stock under stock incentive plan		9,123					(57	)		57												-

Reissuance of treasury stock under 401(k) Plan		1,494					24			9												33

Reissuance of treasury stock for exercised stock options		17,000					43			105												148

Stock based compensation expense							84															84

Cash dividends declared ($0.24 per share)																(485	)					(485	)

Noncontrolling interest member distribution																			(176	)		(176	)

Net income																4,019			1,541			5,560

Other comprehensive loss													(41	)								(41	)
BALANCE – JUNE 30, 2022		2,045,721		$	28	$	15,904		$	(4,784	)	$	(18	)	$	27,564		$	3,485		$	42,179

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.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months
	Ended June 30,
	2023			2022
	(In Thousands)
Cash Flows from Operating Activities
Net income	$	714		$	5,560
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		203			1,278
Depreciation of premises and equipment		248			177
Amortization, net of operating right-of-use assets		81			111
Amortization, net of subordinated debt issuance costs		103			16
Amortization, net of other intangible		24			24
Accretion of deferred loan fees and costs, net		(475	)		(296	)
Stock-based compensation expense		104			259
Net gain on loans held for sale		(1,953	)		(7,068	)
Loans held for sale-originations		(203,017	)		(247,162	)
Loans held for sale-proceeds		222,494			271,726
Gain on the sale of SBA loans		(251	)		(167	)
Increase in the cash surrender value of bank-owned life insurance		(49	)		(42	)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable		330			(515	)
Prepaid expenses and other assets		(1,455	)		(1,395	)
Accrued interest payable		152			254
Accrued expenses and other liabilities		1,287			2,262
Net Cash Provided by Operating Activities		18,540			25,022
Cash Flows from Investing Activities
Purchase of interest-earning time deposits		(1,780	)		(1,840	)
Redemption of interest-earning time deposits		3,451			1,553
Principal repayments of investment securities available for sale		324			527
Net increase in loans receivable		(4,379	)		(144,275	)
Purchase of Federal Home Loan Bank stock		(1,140	)		(5,652	)
Redemption of Federal Home Loan Bank stock		2,019			3,630
Purchase of premises and equipment		(418	)		(277	)
Net Cash Used in Investing Activities		(1,923	)		(146,334	)
Cash Flows from Financing Activities
Net increase in demand deposits, money markets, and savings accounts		2,991			135,828
Net increase in certificate accounts		21,159			6,771
Increase in advances from borrowers for taxes and insurance		360			1,300
Repayments of Federal Home Loan Bank short-term borrowings		(21,200	)		(26,000	)
Repayments of Federal Home Loan Bank long-term borrowings		(44,000	)		(4,000	)
Proceeds from Federal Home Loan Bank long-term borrowings		20,000			80,000
Repayments of Federal Reserve Bank short-term borrowings		(7,000	)		(3,895	)
Proceeds from other borrowings		4,170			-
Net proceeds from subordinated debt		13,742			-
Dividends paid		(568	)		(485	)
Noncontrolling interest capital distribution		(866	)		(176	)
Purchase of treasury stock		(306	)		(28	)
Proceeds from the reissuance of treasury stock		66			33
Proceeds from the exercise of stock options		529			148
Net Cash (Used in) Provided by Financing Activities		(10,923	)		189,496
Net Increase in Cash and Cash Equivalents		5,694			68,184
Cash and Cash Equivalents – Beginning of Year		3,893			10,705
Cash and Cash Equivalents – End of Year	$	9,587		$	78,889

See accompanying notes to the unaudited consolidated financial statements.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months
	Ended June 30,
	2023		2022
	(In Thousands)
Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest	$	12,173	$	2,140
Cash payments for income taxes	$	2,317	$	2,267
Initial recognition of operating lease right-of use assets	$	1,563	$	560
Initial recognition of operating lease obligations	$	1,563	$	502

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1– Financial Statement Presentation and Significant Accounting Policies

Basis of Financial Presentation.The consolidated financial statements include the accounts of Quaint Oak Bancorp, Inc., a Pennsylvania chartered corporation (the ~~"Company"~~“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~~June 30, ~~2017,~~ 2023, the Bank has ~~five~~six 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 company offers mortgage banking in the Lehigh Valley, Delaware Valley and Philadelphia County regions of Pennsylvania. The real estate and abstract companies offer ~~mortgage banking,~~ real estate sales and title abstract services, respectively, primarily in the Lehigh Valley region of ~~Pennsylvania, and~~Pennsylvania. These companies began operation in July 2009.In February, 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania. QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. ~~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, that~~August 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. 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. The consolidated financial statements include the Bank’s investment in Oakmont Capital Holdings, LLC. The Bank reflects the 49% interest it does not hold in Oakmont Capital in its consolidated financial statements as noncontrolling interest. All significant intercompany balances and transactions have been eliminated.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation. Pursuant to the ~~Bank's~~Bank’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 in Pennsylvania and the Lehigh Valley area in Pennsylvania. The Bank has ~~two locations: the main office location in Southampton, Pennsylvania and a~~three regional ~~banking office~~offices located in the Delaware Valley, Lehigh Valley ~~area of Pennsylvania.~~and Philadelphia markets. The principal deposit products offered by the Bank are ~~certificates of deposit,~~ money market accounts, ~~savings accounts and, beginning in December 2014,~~certificates of deposit, 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~~ 2022 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 2016~~Bancorp’s 2022 Annual Report on Form ~~10-K.~~10-K. The results of operations for the ~~three or nine~~six months ended ~~September~~June 30, ~~2017~~ 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~

2023.

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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

~~Loans Receivable.~~ ~~Loans receivable that management has~~

Critical Accounting Policies. During the ~~intent~~six months ended June 30, 2023, the Company implemented new CECL accounting policies, procedures, and ~~ability~~controls as part of its adoption of ASU No.2016-13 and subsequent ASUs issued 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 andamend ASC Topic 326. There were no 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 aschanges made to the ~~collectability of principal. Generally, a loan is restored~~Company's internal control over financial reporting that occurred during the six months ended June 30, 2023 that materially affected, or are reasonably likely 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 onmaterially affect, the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~Note 1 – Financial Statement Presentation and Significant~~ internal control over financial reporting.

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.

~~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. Pronouncements Recently Adopted. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management's comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

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

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

~~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 section of the consolidated balance sheet and along with net income, are components of comprehensive income.

~~Earnings per Share.~~ Amounts reported in earnings per share reflect earnings available to common stockholders' for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of 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.

~~Recent Accounting Pronouncements.~~ ~~In May 2014,~~ January 2020, the FASB issued ASU ~~2014-09,~~ ~~Revenue~~2020-04,Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and 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 ~~Contracts with Customers~~ ~~(a new revenue recognition standard). The Update's core principle is~~LIBOR and other interbank offered rates to alternative reference rates, such as the 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 ~~company will recognize revenue~~previous accounting determination. Also, entities can elect various optional expedients that would allow them 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 thecontinue applying hedge accounting for hedging relationships affected by reference rate reform if certain ~~costs~~criteria are met, and can make a one-time election to ~~obtain~~ sell and/or ~~fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is~~reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for ~~annual reporting periods beginning after~~ all entities upon issuance through 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.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

31, 2022. In ~~January 2016,~~ December 2022, the FASB issued ASU ~~2016-01,~~ ~~Financial Instruments – Overall (Subtopic 825-10)~~2022-06,Reference Rate Reform (Topic 848): ~~Recognition~~Deferral of the Sunset Date of Topic 848, which extends the sunset (or expiration) date of Accounting Standards Codification (ASC) Topic 848 to December 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. ASU 2022-06 is effective for all reporting entities immediately upon issuance and ~~Measurement of Financial Assets and Financial Liabilities~~.must be applied on a prospective basis. This ~~Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information~~update did not have a significant impact on the ~~recognition, measurement, presentation, and disclosure of~~Company’s 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.

statements.

In ~~February 2016,~~ January 2021, the FASB issued ASU ~~2016-02,~~ ~~Leases~~2021-01,Reference Rate Reform (Topic ~~842)~~~~. The standard requires lessees~~848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to ~~recognize~~new references rates so that derivatives affected by the ~~assets~~discounting transition are explicitly eligible for certain optional expedients 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 assetexceptions within Topic 848. ASU 2021-01 clarifies that the ~~lessee~~derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is ~~reasonably certain to exercise. For short-term leases, lessees~~ effective immediately for all entities. Entities may elect to ~~recognize lease payments over~~apply the ~~lease term~~amendments 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 beginningfull retrospective basis as of ~~the earliest period presented using a modified retrospective approach with earlier application permitted as of~~any date from the beginning of an interim period that includes or ~~annual reporting period.~~is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The ~~Company is currently assessing~~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 ~~practical expedients it may elect at adoption, but does not anticipate~~accounting effects are recorded through the ~~amendments will~~end of the hedging relationship. This update did not 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.

Company’s financial statements.

In ~~June 2016,~~ January 2017, the FASB issued ASU ~~2016-13,~~ ~~Financial Instruments~~ 2017- ~~Credit Losses: Measurement of Credit Losses on Financial Instruments~~, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management's current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted.. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

~~In August 2016, 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. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting ~~units~~unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission ~~("SEC"~~(“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~~ update did not ~~expected to~~ have a significant impact on the ~~Company's~~Company’s financial ~~statements~~.statements.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

In March ~~2017,~~ 2022, the FASB issued ASU ~~2017-08,~~ ~~Receivables – Nonrefundable Fees~~2022-02,Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and ~~Other Costs (Subtopic 310-20)~~Vintage Disclosures. The ~~amendments in this Update shorten~~guidance amends ASC 326 to eliminate the ~~amortization period~~accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain ~~callable debt securities held at~~loan refinancing and restructuring activities by creditors when a ~~premium.~~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 326require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beg~~inning after December 15, 2018.~~ ~~Early adoption is permitted, including adoption in an interim period. If~~that an entity ~~early adopts~~disclose current-period gross write-offs by year of origination within the ~~amendments~~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, which is available in ~~an interim~~Note 5 in the Notes to Unaudited Consolidated Financial Statements contained elsewhere herein.

The Company adopted ASU 326 using the weighted average maturity method (WARM) for all financial assets measured at amortized cost, net of investments in leases and off balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASU 326, while prior period ~~any adjustments should be reflected as of~~results are reported in accordance with the ~~beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly~~previously applicable incurred loss methodology. The Company recorded no change to retained earnings as of January 1, 2023 for the ~~beginning~~cumulative effect of adopting ASC 326.

The following table presents the impact of adopting ASU 2016-13 on January 1, 2023 (in thousands):

*Allowance for credit losses - loans*	Prior to Adopting ASC 326		Impact of ASC 326 Adoption		As Reported Under ASC 326
Real estate loans:
One-to-four family residential:
Owner occupied	$	123	$	-	$	123
Non-owner occupied		295		-		295
Total one-to-four family residential		418		-		418
Multi-family (five or more) residential		451		-		451
Commercial real estate		3,750		-		3,750
Construction		304		-		304
Home equity		33		-		33
Total real estate loans		4,956		-		4,956
Commercial business and other consumer		2,422		-		2,422
Unallocated		300		-		300
Total allowance for credit losses	$	7,678	$	-	$	7,678

*Allowance for credit losses* – *unfunded commitments*
Reserve for unfunded commitments	$	27	$	-	$	27
Total	$	7,705	$	-	$	7,705

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

Loans are stated at their principal amount outstanding, except for loans held for sale, which are carried at fair value. Interest income on loans is accrued as earned.

In general, loans are placed on non-accrual status once they become 90 days delinquent as to principal or interest. In certain cases a loan may be placed on nonaccrual status prior to being 90 days delinquent if there is an indication that the borrower is having difficulty making payments, or the Company believes it is probable that all amounts will not be collected according to the contractual terms of the ~~period of adoption. Additionally,~~loan agreement. When interest accruals are discontinued, unpaid interest previously credited to income is reversed. Non-accrual loans may be restored to accrual status when all delinquent principal and interest has been paid currently for six consecutive months or the loan is considered secured and in the ~~period~~process of ~~adoption,~~collection. The Company generally applies payments received on non-accruing loans to principal until such time as the principal is paid off, after which time any payments received are recognized as interest income. If the Company believes that all amounts outstanding on a non-accrual loan will ultimately be collected, payments received subsequent to its classification as a non-accrual loan are allocated between interest income and principal.

A loan that is 90 days delinquent may continue to accrue interest if the loan is both adequately secured and is 0in the process of collection. Past due status is determined based on contractual due dates for loan payments. An adequately secured loan is one that has collateral with a supported fair value that is sufficient to discharge the debt, and/or has an ~~entity should provide disclosures about~~enforceable guarantee from a ~~change~~financially responsible party. A loan is considered to be in ~~accounting principle. This Update~~the process of collection if collection is ~~not~~proceeding through legal action or through other activities that are reasonably expected to result in repayment of the debt or restoration to current status in the near future.

Loans deemed to be a loss are written off through a charge against the allowance for credit losses (ACL). All loans are evaluated for possible charge-off when it is probable that the balance will not be collected, based on the ability of the borrower to pay and the value of the underlying collateral, if any. Principal recoveries of loans previously charged off are recorded as increases to the ACL.

Loan Origination Fees and Costs.Loan origination fees and the related direct origination costs are deferred and amortized over the life of the loan as an adjustment to interest income.

Allowance for Credit Losses. The discussion that follows describes the methodology for determining the ACL under the ASU 326 model that was adopted effective January 1, 2023. The allowance methodology for prior periods is disclosed in the Company’s 2022 Annual Report on Form 10-K.

The Company has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed on non-accrual status, any outstanding accrued interest is reversed against interest income.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

The ACL for loans is an estimate of the expected losses to be realized over the life of the loans in the portfolio. The ACL is determined for two distinct categories of loans: 1) loans evaluated collectively for expected credit losses and 2) loans evaluated individually for expected credit losses. The ACL also includes certain qualitative adjustments.

Loans Evaluated Collectively. Homogeneous loans are evaluated collectively for expected credit losses.

Loans Evaluated Individually. Loans evaluated individually for expected credit losses could include loans on non-accrual status.

Loans evaluated individually may have specific allocations assigned if the measured value of the loan using one of the noted techniques is less than its current carrying value. For loans measured using the fair value of collateral, if the analysis determines that sufficient collateral value would be available for repayment of the debt, then no allocations would be assigned to those loans. Collateral could be in the form of real estate or business assets, such as accounts receivable or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification. For all loans, an internal risk rating process is used. The Company believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk rating categories is a significant component of the ACL methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. Risk ratings may be changed based on ongoing monitoring procedures, or if specific loan review assessments identify a deterioration or an improvement in the loan.

The following is a summary of the Company's internal risk rating categories:

•

Pass: These loans do not currently pose undue credit risk and can range from the highest to average quality, depending on the degree of potential risk.

•

Special Mention: These loans have a heightened credit risk, but not to the point of justifying a classification of Substandard. Loans in this category are currently acceptable, but are nevertheless potentially weak.

•

Substandard: These loans are inadequately protected by current sound worth and paying capacity of the borrower. There exists a well-defined weakness or weaknesses that jeopardize the normal repayment of the debt.

•

Doubtful: These loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

The allocation of the ACL is reviewed to evaluate its appropriateness in relation to the overall risk profile of the loan portfolio. The Company considers risk factors such as: local and national economic conditions; trends in delinquencies and non-accrual loans; the diversity of borrower industry types; and the composition of the portfolio by loan type.

Qualitative and Other Adjustments to Allowance for Credit Losses: In addition to the quantitative credit loss estimates for loans evaluated collectively, qualitative factors that may not be fully captured in the quantitative results are also evaluated. For example, the Company considers the impact of current environmental factors at the reporting date that did not exist over the period from which historical experience was used. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower, and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies, and the level of criticized loans. Qualitative adjustments are judgmental and are based on management’s knowledge of the portfolio and the markets in which the Company operates. Qualitative adjustments are evaluated and approved on a quarterly basis. Additionally, the ACL includes other allowance categories that are not directly incorporated in the quantitative results. These include but are not limited to loans-in-process, trade acceptances and overdrafts. The ACL utilizes 36-month economic forecasts which include housing starts, real estate prices, loan delinquency trends, and U.S. GDP changes.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

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

Off Balance Sheet Credit Exposures: The ACL for off balance sheet credit exposures is recorded in other liabilities on the ~~Company's financial statements~~.

~~In May 2017,~~Consolidated Balance Sheet. This ACL represents management’s estimate of expected losses in its unfunded loan commitments and other off balance sheet credit exposures, such as letters of credit and credit recourse on sold residential mortgage loans. The allowance for credit losses specific to unfunded commitments is determined by estimating future draws and applying the ~~FASB issued ASU 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718)~~expected loss rates on those draws. Future draws are based on historical averages of utilization rates (i.e., ~~which affects any entity that changes~~ the ~~terms~~likelihood of draws taken). The ACL for off balance sheet credit exposures is increased or ~~conditions of a share-based payment award. This Update amends~~decreased by charges or reductions to expense, through 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 effectiveprovision for all entities for annual periods, 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~~.

credit losses.

Reclassifications. Certain items in the ~~2016~~2022 consolidated financial statements have been reclassified to conform to the presentation in the ~~2017~~2023 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 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~~six months ended ~~September~~June 30, ~~2017~~ 2023 and ~~2016,~~2022, all ~~unvested restricted stock program awards and~~ outstanding stock options granted under the 2013 Stock Incentive Plan, the 2018 Stock Incentive Plan and the 2023 Stock Incentive Plan representing shares were dilutive.

~~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 June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net Income Attributable to Quaint Oak Bancorp, Inc.	$	570,000	$	1,770,000	$	1,133,000	$	4,019,000

Weighted average shares outstanding – basic		2,236,885		2,038,479		2,209,891		2,023,511
Effect of dilutive common stock equivalents		4,685		122,797		23,478		118,658
Adjusted weighted average shares outstanding – diluted		2,241,570		2,161,277		2,233,369		2,142,169

Basic earnings per share	$	0.25	$	0.87	$	0.51	$	1.99
Diluted earnings per share	$	0.25	$	0.82	$	0.51	$	1.88

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)~~

Loss

The following table presents the changes in accumulated other comprehensive ~~income (loss)~~loss by component, net of tax, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~ 2023 and ~~2016~~2022 (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 June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Balance at the beginning of the period	$	(14	)	$	2		$	(24	)	$	23
Other comprehensive income (loss) before classifications		(2	)		(20	)		8			(41	)
Balance at the end of the period	$	(16	)	$	(18	)	$	(16	)	$	(18	)

_________________

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

~~Note 4 – Investment in Interest-Earning Time Deposits~~

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

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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Note 5 4–Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale at ~~September~~June 30, ~~2017~~ 2023 and December 31, ~~2016~~ 2022 are summarized below (in thousands):

	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities	$	2,584	$	-	$	(18	)	$	2,566
Federal National Mortgage Association securities		92		-		(2	)		90
Total available-for-sale-securities	$	2,676	$	-	$	(20	)	$	2,656

	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities	$	2,902	$	-	$	(31	)	$	2,871
Federal National Mortgage Association securities		98		1		-			99
Total available-for-sale-securities	$	3,000	$	1	$	(31	)	$	2,970

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

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 4– Investment Securities Available for Sale (Continued)

The amortized cost and fair value of ~~debt~~mortgage-backed securities at ~~September~~June 30, ~~2017,~~ 2023, 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

~~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 ten years	$	2,676	$	2,656
Total	$	2,676	$	2,656

The following tables show the ~~Company's~~Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at ~~September~~June 30, ~~2017~~ 2023 and December 31, ~~2016 (in~~2022 (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, there were four~~

	June 30, 2023
			Less than Twelve Months					Twelve Months or Greater					Total
	Number of Securities		Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Government National Mortgage Association securities		11	$	-	$	-		$	2,584	$	(18	)	$	2,584	$	(18	)
Federal National Mortgage Association securities		1		92		(2	)		-		-			92		(2	)
Total		12	$	92	$	(2	)	$	2,584	$	(18	)	$	2,676	$	(20	)

		December 31, 2022
			Less than Twelve Months					Twelve Months or Greater				Total
	Number of Securities		Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Government National Mortgage Association securities		11	$	2,871	$	(31	)	$	--	$	--	$	2,871	$	(31	)

The Company’s mortgage-backed securities ~~in an unrealized loss position~~have contractual terms that generally do not permit the issuer to settle the securities at ~~such date had an aggregate depreciation of 0.80% from~~a price less than the ~~Company's~~ amortized cost ~~basis. Management believes that~~of the ~~estimated~~investment. The change in fair value of ~~the~~these securities ~~disclosed above~~ is ~~primarily dependent on the movement of market~~attributable to changes in interest ~~rates. Management evaluated the length of time~~rates and not credit quality, and the ~~extent~~Company does not have the intent to ~~which the~~sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value ~~has been less than cost and~~to amortized cost. Therefore, 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~~ have an allowance for credit losses for these investments as of ~~September~~June 30, ~~2017 represents an other-than-temporary impairment.~~ 2023.

There were no impairment charges recognized during the three ~~and nine~~ or six months ended ~~September~~June 30, ~~2017~~ 2023 or ~~2016.~~2022.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit Losses

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

	June 30, 2023			December 31, 2022
Real estate loans:
One-to-four family residential:
Owner occupied	$	17,627		$	18,070
Non-owner occupied		36,791			39,315
Total one-to-four family residential		54,418			57,385
Multi-family (five or more) residential		48,656			46,909
Commercial real estate		342,646			333,540
Construction		35,620			28,938
Home equity		5,241			4,918
Total real estate loans		486,581			471,690

Commercial business		148,527			159,069
Other consumer		13			2
Total Loans		635,121			630,761

Deferred loan fees and costs		(898	)		(1,219	)
Allowance for credit losses		(7,456	)		(7,678	)
Net Loans	$	626,767		$	621,864

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

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of September 30, 2017 and December 31, 2016 ~~(in thousands):~~

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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit Losses (Continued)

The following table summarizes designated internal risk categories by portfolio segment and loan class, by origination year, as of June 30, 2023 (in thousands):

	Term Loans Amortized Cost by Origination Year
As of June 30, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
One-to-four family residential owner occupied
Risk rating
Pass	$	522	$	8,918	$	3,520	$	1,915	$	574	$	2,178	$	-	$	17,627
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total one-to-four family residential owner occupied	$	522	$	8,918	$	3,520	$	1,915	$	574	$	2,178	$	-	$	17,627
Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
One-to-four family residential non- owner occupied
Risk rating
Pass	$	-	$	6,931	$	8,250	$	3,311	$	924	$	17,375	$	-	$	36,791
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total one-to-four family residential non-owner occupied	$	-	$	6,931	$	8,250	$	3,311	$	924	$	17,375	$	-	$	36,791
Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Multi-family residential
Risk rating
Pass	$	1,858	$	17,268	$	13,491	$	4,544	$	600	$	9,178	$	-	$	46,939
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		1,717		-		1,717
Doubtful		-		-		-		-		-		-		-		-
Total multi-family residential	$	1,858	$	17,268	$	13,491	$	4,544	$	600	$	10,895	$	-	$	48,656
Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial real estate
Risk rating
Pass	$	33,012	$	152,049	$	72,479	$	22,558	$	15,755	$	45,337	$	1,383	$	342,573
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		73		-		-		73
Doubtful		-		-		-		-		-		-		-		-
Total commercial real estate	$	33,012	$	152,049	$	72,479	$	22,558	$	15,828	$	45,337	$	1,383	$	342,646
Current period gross charge-offs	$	-	$	-	$	-	$	134	$	-	$	-	$	-	$	134
Construction
Risk rating
Pass	$	6,387	$	10,862	$	11,870	$	4,374	$	-	$	-	$	-	$	33,493
Special mention		-		-		-		-		-		2,127		-		2,127
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total construction	$	6,387	$	10,862	$	11,870	$	4,374	$	-	$	2,127	$	-	$	35,620
Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Home equity
Risk rating
Pass	$	500	$	40	$	-	$	-	$	-	$	226	$	4,475	$	5,241
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total home equity	$	500	$	40	$	-	$	-	$	-	$	226	$	4,475	$	5,241
Current period gross charge-offs	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

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

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5 - Loans Receivable, Net and Allowance for Credit Losses (Continued)

	Term Loans Amortized Cost by Origination Year
As of June 30, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial business
Risk rating
Pass	$	5,357	$	80,234	$	32,281	$	5,153	$	6,956	$	795	$	11,365	$	142,141
Special mention		-		877		-		-		-		-		1,999		2,876
Substandard		-		-		2,290		-		1,220		-		-		3,510
Doubtful		-		-		-		-		-		-		-		-
Total commercial business	$	5,357	$	81,111	$	34,571	$	5,153	$	8,176	$	795	$	13,364	$	148,527
Current period gross charge-offs	$	-	$	-	$	-	$	97	$	-	$	-	$	-	$	97
Other consumer
Risk rating
Pass	$	13	$	-	$	-	$	-	$	-	$	-	$	-	$	13
Special mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		-		-
Doubtful		-		-		-		-		-		-		-		-
Total other consumer	$	13	$	-	$	-	$	-	$	-	$	-	$	-	$	13
Current period gross charge-offs
Total	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Pass	$	47,649	$	276,302	$	141,891	$	41,855	$	24,809	$	75,089	$	17,223	$	624,818
Special mention		-		877		-		-		-		2,127		1,999		5,003
Substandard		-		-		2,290		-		1,293		1,717		-		5,300
Doubtful		-		-		-		-		-		-		-		-
Total	$	47,649	$	277,179	$	144,181	$	41,855	$	26,102	$	78,933	$	19,222	$	635,121
Current period gross charge-offs	$	-	$	-	$	-	$	231	$	-	$	-	$	-	$	231

The information presented in the table above is not required for periods prior to the adoption of ASU 326. The following table presents the most comparable required information for the prior period, internal credit risk ratings for the indicated loan class segments as of December 31, 2022 (in thousands):

	December 31, 2022
	Pass		Special Mention		Substandard		Doubtful		Total
One-to-four family residential owner occupied	$	17,663	$	407	$	-	$	-	$	18,070
One-to-four family residential non-owner occupied		39,315		-		-		-		39,315
Multi-family residential		45,201		-		1,708		-		46,909
Commercial real estate		333,406		-		134		-		333,540
Construction		28,938		-		-		-		28,938
Home equity		4,918		-		-		-		4,918
Commercial business		153,746		2,908		2,415		-		159,069
Other consumer		2		-		-		-		2
Total	$	623,189	$	3,315	$	4,257	$	-	$	630,761

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5 - Loans Receivable, Net and Allowance for Credit Losses (Continued)

The following table presents non-accrual loans by classes of the loan portfolio as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023										December 31,
	Non-accrual loans										2022
	With a Related Allowance		Without a Related Allowance		Total		90 Days or More Past Due and Accruing		Total Non-Performing		Total Non-Accrual Loans
One-to-four family residential owner occupied	$	-	$	-	$	-	$	-	$	-	$	-
One-to-four family residential non-owner occupied		-		-		-		-		-		-
Multi-family residential		-		-		-		-		-		-
Commercial real estate		73		-		73		-		73		73
Construction		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Commercial business		-		-		-		-		-		-
Other consumer		-		-		-		-		-		-
Total	$	73	$	-	$	73	$	-	$	73	$	73

For the three and six months ended June 30, 2023 and 2022 there was no interest income recognized on non-accrual loans on a cash basis. There was $1,000 and $60,000 of interest income foregone on non-accrual loans for the three and six months ended June 30, 2023 and $79,000 for both the three and six months ended June 30, 2022.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 5 - Loans Receivable, Net and Allowance for Credit Losses (Continued)

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

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

~~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~~ 2022 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

~~The loan portfolio also includes certain loans that have been modified in a troubled debt restructuring, where economic concessions have been granted~~

	December 31, 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		7		9		-		7		-
Multi-family residential		1,708		1,722		-		1,708		-
Commercial real estate		129		129		-		130		12
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		134		134		118		136		9
Construction		-		-		-		-		-
Home equity		-		-		-		-		-
Commercial business		97		97		96		102		6
Other consumer		-		-		-		-		-

Total:
One-to-four family residential owner occupied	$	-	$	-	$	-	$	-	$	-
One-to-four family residential non-owner occupied		7		9		-		7		-
Multi-family residential		1,708		1,722		-		1,708		-
Commercial real estate		263		263		118		266		21
Construction		-		-		-		-		-
Home equity		-		-		-		-		-
Commercial business		97		97		96		102		6
Other consumer		-		-		-		-		-
Total	$	2,075	$	2,091	$	215	$	2,083	$	27

Prior to ~~borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities~~the adoption of ASU 2022-02,Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and ~~could include reductions in the interest rate, payment extensions, forbearance, or other actions. At September 30, 2017,~~Vintage Disclosures, the Company had ~~eight~~granted a variety of concessions to borrowers in the form of loan modifications that were considered TDRs. At December 31, 2022, the Company had two loans totaling ~~$719,000~~$136,000 that were identified as troubled debt restructurings. ~~All eight~~Both of these loans were performing in accordance with their modified ~~terms. At~~ terms as of December 31, ~~2016, the Company had eight~~2022.

As of June 30, 2023, there were no loans ~~totaling $733,000 that~~whose terms were ~~identified as troubled debt restructurings ("TDR"). If a TDR is placed on non-accrual it is not reverted back to accruing status until the borrower makes timely payments as contracted~~modified for ~~at least nine 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.~~borrowers who may be experiencing financial difficulties.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit Losses (Continued)

~~The following tables present~~

Following is a summary, by loan portfolio class, of changes in the ~~Company's TDR~~allowance for credit losses for the three and six months ended June 30, 2023 and recorded investment in loans receivable as of ~~September~~June 30, ~~2017 and December 31, 2016 (dollar amounts~~ 2023 (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

	June 30, 2023
	1-4 Family Residential Owner Occupied			1-4 Family Residential Non-Owner Occupied			Multi-Family Residential			Commercial Real Estate			Construction		Home Equity			Commercial Business and Other Consumer			Unallocated			Total
*For the Three Months Ended June 30, 2023*
Allowance for credit losses:
Beginning balance	$	153		$	256		$	396		$	3,367		$	406	$	54		$	3,026		$	-		$	7,658
Impact of ASU 326		-			-			-			-			-		-			-			-			-
Charge-offs		-			-			-			(134	)		-		-			(97	)		-			(231	)
Recoveries		-			-			-			-			-		-			-			-			-
Provision⁽¹⁾		(16	)		(13	)		19			(58	)		442		(5	)		(340	)		-			29
Ending balance	$	137		$	243		$	415		$	3,175		$	848	$	49		$	2,589		$	-		$	7,456

*For the Six Months Ended June 30, 2023*
Allowance for credit losses:
Beginning balance	$	123		$	295		$	451		$	3,750		$	304	$	33		$	2,422		$	300		$	7,678
Impact of ASU 326		-			-			-			-			-		-			-			-			-
Charge-offs		-			-			-			(134	)		-		-			(97	)		-			(231	)
Recoveries		-			-			-			-			-		-			-			-			-
Provision⁽¹⁾		14			(52	)		(36	)		(441	)		544		16			264			(300	)		9
Ending balance	$	137		$	243		$	415		$	3,175		$	848	$	49		$	2,589		$	-		$	7,456


	(1)	Provision included in the table only includes the portion related to loans receivable. For the three months ended June 30, 2023, the total recovery of credit losses of $189,000 includes a provision of $13,000 for off balance sheet credit exposure, which is reflected in other liabilities on the balance sheet. For the six months ended June 30, 2023, the total provision for credit losses of $203,000 includes a provision of $194,000 for off balance sheet credit exposure, which is reflected in other liabilities on the balance sheet.

The ~~contractual aging of~~Company allocated increased allowance for credit loss provisions to the ~~TDRs~~construction loan portfolio class for the three and six months ended June 30, 2023, due primarily to increased loan balances and changes in qualitative factors associated with the ~~table above as of September~~current economic environment in this portfolio class. The Company allocated decreased allowance for credit loss provisions to the commercial real estate loan portfolio class for the three and six months ended June 30, ~~2017 and December 31, 2016 is as follows (in thousands):~~2023, due primarily to changes in qualitative factors related to improved asset quality in this portfolio class. The Company allocated decreased allowance for credit loss provisions to the commercial business loan portfolio class for the three months ended June 30, 2023, due primarily to decreased loan balances in this portfolio class. The Company allocated increased allowance for credit loss provisions to the commercial business loan portfolio class for the six months ended June 30, 2023, due primarily to changes in qualitative factors in this portfolio class.

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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit Losses (Continued)

Following is a summary, by loan portfolio class, of changes in the allowance for loam losses for the year ended December 31, 2022 and recorded investment in loans receivable based on impairment evaluation as of December 31, 2022 (in thousands):

	December 31, 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
Allowance for loan losses:
Beginning balance	$	73	$	292	$	249	$	2,475	$	119	$	29	$	1,625		$	400		$	5,262
Charge-offs		-		-		-		-		-		-		(59	)		-			(59	)
Recoveries		-		-		-		-		-		-		-			-			-
Provision		50		3		202		1,275		185		4		856			(100	)		2,475
Ending balance	$	123	$	295	$	451	$	3,750	$	304	$	33	$	2,422		$	300		$	7,678

Ending balance evaluated for impairment:
Individually	$	-	$	-	$	-	$	118	$	-	$	-	$	97		$	-		$	215
Collectively	$	123	$	295	$	451	$	3,632	$	304	$	33		2,325		$	300		$	7,463
Loans receivable:
Ending balance	$	18,070	$	39,315	$	46,909	$	333,540	$	28,938	$	4,918	$	159,071					$	630,761

Ending balance evaluated for impairment:
Individually	$	-	$	7	$	1,708	$	263	$	-	$	-	$	97					$	2,075
Collectively	$	18,070	$	39,308	$	45,201	$	333,277	$	28,938	$	4,918	$	158,974					$	628,686

The Company allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the year ended December 31, 2022, due primarily to changes in qualitative and quantitative factors in this portfolio class. The Company allocated increased allowance for loan loss provisions to the commercial business loan portfolio class for the year ended December 31, 2022, due primarily to changes in quantitative factors in this portfolio class. The Company allocated increased allowance for loan loss provisions to the multi-family loan portfolio class for the year ended December 31, 2022, due primarily to changes in qualitative and quantitative factors in this portfolio class.

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'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 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.

Quaint Oak Bancorp, Inc.

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Notes to Unaudited Consolidated Financial Statements

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit Losses (Continued)

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

	June 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 June 30, 2022
Allowance for loan losses:
Beginning balance	$	99	$	305		$	464		$	2,637	$	132	$	28	$	1,876		$	400		$	5,941
Charge-offs		-		-			-			-		-		-		-			-			-
Recoveries		-		-			-			-		-		-		-			-			-
Provision		5		(29	)		(87	)		746		151		4		(141	)		(50	)		599
Ending balance	$	104	$	276		$	377		$	3,383	$	283	$	32	$	1,735		$	350		$	6,540


For the Six Months Ended June 30, 2022
Allowance for loan losses:
Beginning balance	$	73	$	292		$	249		$	2,475	$	119	$	29	$	1,625		$	400		$	5,262
Charge-offs		-		-			-			-		-		-		-			-			-
Recoveries		-		-			-			-		-		-		-			-			-
Provision		31		(16	)		128			908		164		3		110			(50	)		1,278
Ending balance	$	104	$	276		$	377		$	3,383	$	283	$	32	$	1,735		$	350		$	6,540

The Bank allocated increased allowance for loan loss provisions to the 1-4 family residential non-owner occupied portfolio class for the three and nine months ended September 30, 2017, due primarily to charge-offs in this portfolio class. The BankCompany allocated increased allowance for loan loss provisions to the commercial real estate loan portfolio class for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~ 2022, due primarily to ~~increased balances and delinquencies~~changes in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the commercial business portfolio class for the three and nine months ended September 30, 2017, due primarily to increased balances and changes to qualitativequantitative factors in this portfolio class. The Bank allocated increased allowance for loan loss provisions to the multi-family residential portfolio class for the nine months ended September 30, 2017, due primarily to increased balances in this portfolio class. The Bank allocated decreased allowance for loan loss provisions to the home equity portfolio class for the three and nine months ended September 30, 2017, due primarily to decreased balances and delinquencies in this portfolio class.

~~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 BankCompany allocated increased allowance for loan loss provisions to the construction loan portfolio class for the three and six months ended ~~September~~June 30, ~~2016,~~ 2022 due primarily to ~~an increase in delinquencies~~qualitative and quantitative factors in this portfolio class.

~~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 and recorded investment in loans receivable based on impairment evaluation as of December 31, 2016 (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

The ~~Bank~~Company allocated increased allowance for loan loss provisions to the commercial ~~real estate, commercial~~ business ~~and multi-family portfolio classes for the year ended December 31, 2016, due primarily to increased balances in these portfolio classes. The Bank allocated increased allowance for~~ loan ~~loss provisions to the one-to-four family residential non-owner occupied~~ portfolio class for the ~~year~~six months ended ~~December 31, 2016,~~ June 30, 2022, due primarily to ~~increased specific reserves~~changes in quantitative factors in this portfolio class. The ~~Bank~~Company allocated decreased allowance for loan loss provisions to the ~~construction, home equity, and one-to-four family owner occupied classes~~multi-family residential loan portfolio class for the ~~year~~three months ended ~~December 31, 2016~~ June 30, 2022 due ~~decreased balances or changes~~primarily to qualitative factors in ~~these~~this portfolio ~~classes.~~

class. The Company allocated decreased allowance for loan loss provisions to the commercial business loan portfolio class for the three months ended June 30, 2022, due primarily to changes in qualitative and quantitative factors in this portfolio class.

2423

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 65 - Loans Receivable, Net and Allowance for ~~Loan~~Credit 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 by~~ the classes of the loan portfolio summarized by the past due status as of ~~September~~June 30, ~~2017 and December 31, 2016 (in~~2023 (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

	June 30, 2023
	30-89 Days Past Due		90 Days or More Past Due		Current		Total Loans Receivable
One-to-four family residential owner occupied	$	403	$	-	$	17,224	$	17,627
One-to-four family residential non-owner occupied		132		-		36,659		36,791
Multi-family residential		-		73		48,583		48,656
Commercial real estate		1,708		-		340,938		342,646
Construction		2,127		-		33,493		35,620
Home equity		38		-		5,203		5,241
Commercial business		2,004		-		146,523		148,527
Other consumer		-		-		13		13
Total	$	6,412	$	73	$	628,636	$	635,121

	December 31, 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	$	407	$	-	$	407	$	17,663	$	18,070	$	-
One-to-four family residential non-owner occupied		23		-		23		39,292		39,315		-
Multi-family residential		-		1,708		1,708		45,201		46,909		-
Commercial real estate		2,895		134		3,029		330,511		333,540		-
Construction		2,062		-		2,062		26,876		28,938		-
Home equity		39		-		39		4,879		4,918		-
Commercial business		10		97		107		158,962		159,069		51
Other consumer		-		-		-		2		2		-
Total	$	5,436	$	1,939	$	7,375	$	623,386	$	630,761	$	51

Non-performing loans, which consist of non-accruing loans plus accruing loans 90 days or more past due, amounted to ~~$3.5 million~~ $73,000 at June 30, 2023 and ~~$1.9~~$2.0 million at ~~September 30, 2017 and~~ December 31, ~~2016, respectively.~~ 2022. 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 and 2016 there was no interest income recognized on non-accrual loans on a cash basis. Interest income foregone on non-accrual loans was approximately $63,000 and $103,000 for the three and nine months ended September 30, 2017, respectively. Interest income foregone on non-accrual loans was approximately $26,000 and $82,000 for the three and nine months ended September 30, 2016, respectively.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the past due status as of September 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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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 ~~the~~a 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 ~~assets~~asset at ~~September~~June 30, ~~2017~~ 2023 was ~~$428,000~~$150,000, which is net of accumulated amortization of ~~$57,000.~~$335,000. Amortization expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and 2022 amounted to ~~$13,000~~approximately $12,000 and ~~$37,000,~~$24,000, respectively.

Note 8 7– 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

	June 30, 2023		December 31, 2022
Non-interest bearing checking accounts⁽¹⁾	$	123,400	$	88,728
Savings accounts		1,379		1,597
Money market accounts⁽²⁾		229,509		260,972
Certificates of deposit		219,110		197,951
Total deposits	$	573,398	$	549,248

~~Quaint Oak Bancorp, Inc.~~ (1)		The Company has identified one major non-interest bearing checking account deposit customer that accounted for approximately 12.2% and 5.3% of total deposits at June 30, 2023 and December 31, 2022, respectively. At June 30, 2023 and December 31, 2022, the combined outstanding balances of the major deposit customer’s non-interest bearing checking account totaled approximately $70.1 million and $29.2 million, respectively.
~~Notes to Unaudited Consolidated Financial Statements~~ (2)		The Company has identified one major money market deposit customer that accounted for approximately 26.2% and 27.3% of total deposits at June 30, 2023 and December 31, 2022, respectively. At both June 30, 2023 and December 31, 2022, the combined outstanding balances of the major deposit customer’s money market accounts totaled approximately $150.0 million.

Note 9 8– Borrowings

Federal Home Loan Bank ("FHLB") advances consist of the following at ~~September~~June 30, ~~2017~~ 2023 and December 31, ~~2016~~2022 (in thousands):

	June 30, 2023					December 31, 2022
	Amount		Weighted Interest Rate			Amount		Weighted Interest Rate
Short-term borrowings	$	72,000		5.39	%	$	93,200		4.45	%

Fixed rate borrowings maturing:
2023		13,000		2.38			57,000		2.22
2024		21,167		4.25			6,167		2.05
2025		7,855		3.40			2,855		1.25
Total FHLB long-term debt	$	42,022		3.51	%	$	66,022		2.16	%

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 8– Borrowings (Continued)

FHLB borrowings decreased $45.2 million, or 28.4%, to $114.0 million at June 30, 2023 from $159.2 million at December 31, 2022. During the six months ended June 30, 2023, the Company borrowed $20.0 million of FHLB long-term borrowings. During the six months ended June 30, 2023, the Company paid down $21.2 million of FHLB short-term borrowings and $44.0 million of FHLB long-term borrowings. Federal Reserve Bank (FRB) borrowings decreased $7.0 million, or 100.0%, to none at June 30, 2023 as the Company paid off the $7.0 million of FRB borrowings at December 31, 2022.

On December 27, 2018, the Company issued $8.0 million in subordinated notes. These notes have a maturity date of December 31, 2028, and bear interest at a fixed rate of 6.50% for the firstfive years of their term and a floating rate for the remaining five years. The Company may, at its option, at any time on an interest payment date on or after December 31, 2023, redeem the notes, in whole or in part, at par plus accrued interest to the date of redemption.

On March 2, 2023, the Company issued $12.0 million in aggregate principal amount of fixed rate subordinated notes due March 15, 2025 (the “Notes”) to certain qualified institutional buyers. On March 16, 2023, the Company issued an additional $2.0 million in aggregate principal amount of subordinated debt to certain accredited investors under the same terms. The Notes bear interest at a fixed annual rate of 8.50%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023. The Notes’ maturity date is March 15, 2025. The Company is entitled to redeem the Notes, in whole or in part, on or after March 15, 2024, and to redeem the Notes at any time in whole upon certain other events, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus any accrued and unpaid interest to, but excluding, the redemption date.

The balance of subordinated debt, net of unamortized debt issuance costs, was $21.8 million at June 30, 2023 and $8.0 million at December 31, 2022.

Other short-term borrowings increased $4.2 million, or 76.0%, to $9.7 million at June 30, 2023 from $5.5 million at December 31, 2022. Other borrowings represent outstanding balances on two lines of credit that Oakmont Capital Holdings, LLC has with a credit union which are used to fund equipment loans. Detail regarding the two lines of credit as of June 30, 2023 is below (in thousands):

	Borrowing Capacity		Borrowings at June 30, 2023		Rate at June 30, 2023			Borrowing Capacity		Borrowings at December 31, 2022		Rate at December 31, 2023
Line of Credit A	$	9,000	$	5,996		8.25	%	$	9,000	$	-		7.00	%
Line of Credit B		6,000		3,663		8.75	%		6,000		5,489		7.50	%
Total	$	15,000	$	9,659				$	15,000	$	5,489

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 %

Note 10 9– Stock Compensation Plans

Employee Stock Ownership Plan

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

Shares of the Company's common stock purchased by the ESOP are held in a suspense account and reported as unallocated common stock held by the ESOP in stockholders' equity until released for allocation to participants. As the debt is repaid, shares are released from collateral andwhich are allocated to ~~each eligible~~ participant ~~based~~accounts on an annual basis.

During the ~~ratio~~six months ended June 30, 2023, the Company did not make a discretionary contribution of ~~each such participant's base compensation~~shares to the ~~total base compensation~~ESOP and no expense was recognized.

During the second quarter of ~~eligible plan participants. As the unearned shares are committed to be released and allocated among participants,~~2022, the Company ~~recognizes compensation expense equal~~made a discretionary contribution of 4,000 shares to the ~~average market value~~ESOP. These shares were released from Treasury Stock at a cost of approximately $84,000. During both the ~~shares,~~three and ~~the shares become outstanding for earnings per share computations. During the three and nine~~six months ended ~~September~~June 30, ~~2017,~~ 2022, the Company recognized ~~$46,000 and $138,000~~$91,000 of ESOP ~~expense, respectively. During the three and nine months ended September 30, 2016, the Company recognized $43,000 and $129,000 of ESOP expense, respectively.~~expense.

~~Recognition & Retention and~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 9– Stock Compensation Plans (Continued)

Stock Incentive Plans

– Share Awards

In May ~~2008,~~ 2013, the shareholders of Quaint Oak Bancorp approved the adoption of the ~~2008 Recognition and Retention~~2013 Stock Incentive Plan (the ~~"RRP"~~“2013 Stock Incentive Plan”) ~~and Trust Agreement.~~ . The 2013 Stock Incentive Plan terminated on March 13, 2023, however the outstanding unvested shares awards as of such date remained outstanding for the remainder of their original five-year vesting term which ended May 9, 2023.

In ~~order to fund the RRP, the 2008 Recognition and Retention Plan Trust acquired 111,090 shares of the Company's stock in the open market at an average price of $4.68 totaling $520,000. In~~ May ~~2013,~~ 2018, the shareholders of Quaint Oak Bancorp approved the adoption of the ~~2013~~2018 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%, may be restricted stock awards, for a balance of 116,250 stock options assuming all the restricted shares are awarded.

In May 2023, the shareholders of Quaint Oak Bancorp approved the adoption of the ~~shares may be granted as restricted stock awards.~~

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~As of September 30, 2017,~~2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”). The 2023 Stock Incentive Plan approved by shareholders in May 2023 covered a total of ~~10,261~~175,000 shares, of which 43,750, or 25%, may be restricted stock awards, for a balance of 131,250 stock options assuming all the restricted shares are awarded.

As of June 30, 2023 a total of 45,000 share awards were unvested under the ~~RRP~~2018 and2023 Stock Incentive Plan and up to ~~21,968~~10,500 share awards were available for future grant under the 2023Stock Incentive Plan and none under the ~~RRP.~~2018 Stock Incentive Plan. The ~~RRP~~2018 and2023 Stock Incentive Plan share awards have vesting periods of five years.

A summary of ~~the status of the~~ share ~~awards~~award activity under the ~~RRP~~Company’s 2018 and2023 Stock Incentive ~~Plan~~Plans as of ~~September~~June 30, ~~2017~~ 2023 and ~~2016~~2022 and changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~ 2023 and ~~2016~~2022 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

	June 30,
	2023						2022
	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		9,122		$	13.30		18,845		$	13.30
Granted		45,000			18.00		-			-
Vested		(9,122	)		13.30		(9,123	)		13.30
Forfeited		-			-		(600	)		13.30
Unvested at the end of the period		45,000		$	18.00		9,122		$	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 the three ~~and nine~~ months ended ~~September~~June 30, ~~2017and 2016,~~2023 and 2022, the Company recognized approximately ~~$21,000~~$43,000 and ~~$63,000 in~~$31,000 of compensation expense, ~~was~~respectively. During the three months ended June 30, 2023 and 2022, the Company recognized ~~respectively. A~~a tax benefit of approximately $9,000 and $7,000, respectively. During the six months ended June 30, 2023 and ~~$21,000, respectively, was~~2022, the Company recognized ~~during each~~approximately $74,000 and $62,000 of ~~these periods.~~compensation expense, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized a tax benefit of approximately $15,000 and $13,000, respectively. As of ~~September~~June 30, ~~2017,~~ 2023, approximately ~~$52,000~~$790,000 in additional compensation expense will be recognized over the remaining service period of approximately ~~0.6~~4.9 years.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 9– Stock Compensation Plans (Continued)

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 ~~authorizes~~authorized the grant of stock options to officers, employees and directors of the Company to acquire 277,726 shares of common stock with an exercise price no less than the fair market value on the date of the grant. The Option Plan expired February 13, 2018, however, outstanding options granted in 2013 remained valid and existing for the remainder of their 10 year terms, which expired May 8, 2023. 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 2013 Stock Incentive Plan terminated on March 13, 2023, however the outstanding unexercised stock options as of such date remain outstanding for the remainder of their original ten-year terms. The 2018 Stock Incentive Plan approved by shareholders in May ~~2008,~~2018 covered a total of 155,000 shares, of which 116,250 may be stock options assuming all the ~~Compensation Committee~~restricted shares are awarded. In May 2023, the shareholders of Quaint Oak Bancorp approved the adoption of the ~~Board~~2023 Stock Incentive Plan. The 2023 Stock Incentive Plan approved by shareholders in May 2023 covered a total of ~~Directors determined to grant the~~175,000 shares, of which 131,250 may be stock options ~~at an exercise price equal to $5.00 per share (split-adjusted) which is higher than~~assuming 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~~2018 and ~~the~~2023 Stock Incentive ~~Plan~~Plans are intended to comply with the requirements of Section 422 of the Internal Revenue Code.

~~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~~June 30, ~~2017,~~ 2023, a total of ~~277,548~~255,136 grants of stock options were outstanding under the Option Plan and 2018 and 2023Stock Incentive ~~Plan~~Plans and ~~56,276~~36,000 stock options were available for future grant under the 2023Stock 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.

~~A summary of option activity under~~

During the ~~Company's Option Plan and Stock Incentive Plan of September 30, 2017 and 2016 and changes during the nine~~three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~ is ~~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, the Company recognized approximately $19,000 and $11,000 of compensation expense, respectively. During both the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~ 2023 and ~~2016, approximately $12,000 and $34,000 in compensation expense was~~2022, the Company recognized ~~respectively. A~~a tax benefit of approximately ~~$1,000~~ $1,000. During the six months ended June 30, 2023 and ~~$3,000, respectively, was~~2022, the Company recognized ~~during each~~approximately $30,000 and $22,000 of ~~these periods.~~compensation expense, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized a tax benefit of approximately $2,000 and $1,000, respectively. As of ~~September~~June 30, ~~2017,~~ 2023, approximately ~~$28,000~~$392,000 in additional compensation expense will be recognized over the remaining service period of approximately ~~0.6~~4.9 years.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11 9– Stock Compensation Plans (Continued)

Stock Option and Stock Incentive Plans – Stock Options

A summary of option activity under the Company’s Option Plan and 2013,2018 and 2023 Stock Incentive Plans as of June 30, 2023 and 2022 and changes during the six months ended June 30, 2023 and 2022 is as follows:

	June 30,
	2023							2022
	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		195,936		$	11.24		3.5		233,136		$	10.96		4.2
Granted		132,500			18.00		9.9		-			-		-
Exercised		(73,300	)		8.10		-		(17,000	)		8.71		-
Forfeited		-			-		-		(2,000	)		13.30		-
Outstanding at end of period		255,136		$	15.65		7.8		214,136		$	11.12		3.9
Exercisable at end of period		122,636		$	13.30		4.9		183,209		$	10.79		6.0

Note 10– 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 ~~value~~values estimates may not be substantiated by comparison to independent markets and are not intended to reflect the proceeds that may be realizable in an immediate settlement of the instruments.

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

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

~~Quaint Oak Bancorp, Inc.~~ Level I:		Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
~~Notes to Unaudited Consolidated Financial Statements~~ 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.

~~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.~~

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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10– Fair Value Measurements and Fair Values of Financial Instruments (Continued)

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 2022 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), or~~using matrix pricing (Level 2)2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the ~~securities'~~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~~

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

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

~~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~~June 30, ~~2017 (in~~2023 (in thousands):

	June 30, 2023
	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	$	2,566	$	-	$	2,566	$	-
Federal National Mortgage Association mortgage- backed securities		90		-		90		-
Total investment securities available for sale	$	2,656	$	-	$	2,656	$	-
Total recurring fair value measurements	$	2,656	$	-	$	2,656	$	-

Nonrecurring fair value measurements
Collateral-dependent loans	$	73	$	-	$	-	$	73
Total nonrecurring fair value measurements	$	73	$	-	$	-	$	73

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

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 10– Fair Value Measurements and Fair Values of Financial Instruments (Continued)

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of December 31, ~~2016 (in~~2022 (in thousands):

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

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

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

	December 31, 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	$	2,871	$	-	$	2,871	$	-
Federal National Mortgage Association mortgage- backed securities		99		-		99		-
Total investment securities available for sale	$	2,970	$	-	$	2,970	$	-
Total recurring fair value measurements	$	2,970	$	-	$	2,970	$	-

Nonrecurring fair value measurements
Impaired loans	$	1,860	$	-	$	-	$	1,860
Total nonrecurring fair value measurements	$	1,860	$	-	$	-	$	1,860

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has used Level 3 inputs to determine fair value as of ~~September~~June 30, ~~2017~~ 2023 and December 31, ~~2016 (in~~2022 (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 %)

	June 30, 2023
	Quantitative Information About Level 3 Fair Value Measurements
	Total Fair Value		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Collateral-dependent loans	$	73	Appraisal of collateral (1)	Appraisal adjustments (2)		8%	(8%)

	December 31, 2022
	Quantitative Information About Level 3 Fair Value Measurements
	Total Fair Value		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Impaired loans	$	1,860	Appraisal of collateral (1)	Appraisal adjustments (2)		10%	(10%)

________________

~~(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's financial instruments were as follows at September 30, 2017 and December 31, 2016 (in thousands):~~

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 - -

~~Quaint Oak Bancorp, Inc.~~

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11 10– 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 and assumptions were used to measure the fair value of financial instruments recorded at cost on the Company's consolidated balance sheets:~~

~~Cash and Cash Equivalents.~~ ~~The carrying amounts reported in the consolidated balance sheets for cash 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 in 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~~the Company’s financial instruments that are ~~estimated using discounted~~not required to be measured or reported at fair value were as follows at June 30, 2023 and December 31,2022 (in thousands):

					Fair Value Measurements at
					June 30, 2023
	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	$	2,162	$	2,235	$	-	$	-	$	2,235
Loans held for sale		115,697		117,703		-		117,703		-
Loans receivable, net		626,767		610,883		-		-		610,883

Financial Liabilities
Deposits		573,398		572,360		354,288		-		218,072
FHLB long-term borrowings		42,022		41,918		-		-		41,918
Subordinated debt		21,811		20,045		-		-		20,045

					Fair Value Measurements at
					December 31, 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	$	3,833	$	3,907	$	-	$	-	$	3,907
Loans held for sale		133,222		137,253		-		137,253		-
Loans receivable, net		621,864		600,186		-		-		600,186

Financial Liabilities
Deposits		549,248		551,157		351,297		-		199,860
FHLB long-term borrowings		66,022		65,846		-		-		65,846
FRB long-term borrowings		7,000		6,981		-		-		6,981
Subordinated debt		7,966		7,886		-		-		7,886

For cash ~~flow methodology. The discount rates take into account~~and cash equivalents, accrued interest ~~rates currently being offered to customers~~receivable, investment in FHLB stock, bank-owned life insurance, FHLB short-term borrowings, other short-term borrowings, accrued interest payable, and advances from borrowers for ~~loans with similar terms,~~taxes and insurance, the credit risk associated with the loan and market factors, including liquidity. The valuation of the loan portfolio reflects discounts that the Company believes are consistent with transactions occurring in the market place for both performing and distressed loan types. The carrying value ~~that fair value~~ is compared to is net of the allowance for loan losses and other associated premiums and discounts. Due to the significant judgment involved in evaluating credit quality, loans are classified with Level 3a reasonable estimate of the fair value ~~hierarchy.~~

~~Accrued Interest Receivable.~~ ~~The carrying amount of accrued interest receivable approximates its fair value.~~

and are considered Level 1 measurements.

Note 11– Operating Segments

The Company's operations currently consist of two 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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11– Operating Segments (Continued)

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

The Oakmont Capital Holdings, LLC Segment originates equipment loans which are generally sold to third party institutions with the loans’ servicing rights retained. The profitability of this segment’s operations depends primarily on the gains realized from the sale of loans, processing fees, and service fees. The Bank reflects the 49% interest it does not hold in the Oakmont Capital Holdings, LLC Segment in its consolidated financial statements as noncontrolling interest. 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.

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11– Operating Segments (Continued)

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

	As of or for the Three Months Ended June 30,
	2023									2022
	Quaint Oak Bank(1)			Oakmont Capital Holdings, LLC			Consolidated			Quaint Oak Bank(1)		Oakmont Capital Holdings, LLC			Consolidated
Net Interest Income (Loss)	$	5,679		$	(377	)	$	5,302		$	5,894	$	(84	)	$	5,810
(Recovery of) Provision for Credit Losses		(189	)		-			(189	)		599		-			599
Net Interest Income (Loss) after (Recovery of) Provision for Credit Losses		5,868			(377	)		5,491			5,295		(84	)		5,211

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		126			440			566			223		601			824
Real estate sales commissions, net		48			-			48			64		-			64
Insurance commissions		160			-			160			139		-			139
Other fees and services charges		43			169			212			15		67			82
Net loan servicing income		2			1,121			1,123			-		308			308
Income from bank-owned life insurance		25			-			25			22		-			22
Net gain on loans held for sale		437			636			1,073			899		1,959			2,858
Gain on the sale of SBA loans		201			-			201			34		-			34
Total Non-Interest Income		1,042			2,366			3,408			1,396		2,935			4,331

Non-Interest Expense
Salaries and employee benefits		3,548			1,980			5,528			3,429		1,462			4,891
Directors’ fees and expenses		102			-			102			72		-			72
Occupancy and equipment		350			211			561			343		123			466
Data processing		208			-			208			163		-			163
Professional fees		193			32			225			214		14			228
FDIC deposit insurance assessment		240			-			240			113		-			113
Advertising		82			55			137			84		70			154
Amortization of other intangible		12			-			12			12		-			12
Other		1,015			333			1,348			379		111			490
Total Non-Interest Expense		5,750			2,611			8,361			4,809		1,780			6,589
Pretax Segment Profit (Loss)	$	1,160		$	(622	)	$	538		$	1,882	$	1,071		$	2,953
Net (Loss) Income Attributable to Noncontrolling Interest	$	(305	)	$	-		$	(305	)	$	525	$	-		$	525
Segment Assets	$	743,969		$	39,826		$	783,795		$	730,244	$	21,678		$	751,922

	(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.

~~Notes to Unaudited Consolidated Financial Statements~~

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 11– Operating Segments (Continued)

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

	As of or for the Six Months Ended June 30,
	2023									2022
	Quaint Oak Bank(1)			Oakmont Capital Holdings, LLC			Consolidated			Quaint Oak Bank(1)		Oakmont Capital Holdings, LLC			Consolidated
Net Interest Income (Loss)	$	11,275		$	(664	)	$	10,611		$	11,395	$	(108	)	$	11,287
Provision for Credit Losses		203			-			203			1,278		-			1,278
Net Interest Income (Loss) after Provision for Credit Losses		11,072			(664	)		10,408			10,117		(108	)		10,009

Non-Interest Income
Mortgage banking, equipment lending and title abstract fees		263			1,109			1,372			427		1,034			1,461
Real estate sales commissions, net		72			-			72			125		-			125
Insurance commissions		296			-			296			255		-			255
Other fees and services charges		142			301			443			164		84			248
Net loan servicing income		145			2,207			2,352			5		469			474
Income from bank-owned life insurance		49			-			49			43		-			43
Net gain on loans held for sale		828			1,125			1,953			1,938		5,130			7,068
Gain on the sale of SBA loans		251			-			251			167		-			167
Total Non-Interest Income		2,046			4,742			6,788			3,124		6,717			9,841

Non-Interest Expense
Salaries and employee benefits		7,124			3,746			10,870			6,666		2,816			9,482
Directors’ fees and expenses		207			-			207			143		-			143
Occupancy and equipment		692			396			1,088			651		235			886
Data processing		425			-			425			360		-			360
Professional fees		341			59			400			385		27			412
FDIC deposit insurance assessment		472			-			472			229		-			229
Advertising		166			270			436			170		192			362
Amortization of other intangible		24			-			24			24		-			24
Other		1,607			462			2,069			678		195			873
Total Non-Interest Expense		11,058			4,933			15,991			9,306		3,465			12,771
Pretax Segment Profit (Loss)	$	2,060		$	(855	)	$	1,205		$	3,935	$	3,144		$	7,079
Net (Loss) Income Attributable to Noncontrolling Interest	$	(419	)	$	-		$	(419	)	$	1,541	$	-		$	1,541
Segment Assets	$	743,969		$	39,826		$	783,795		$	730,244	$	21,678		$	751,922

(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.

~~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.35

ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S 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. These~~Securities Exchange Act of 1934 and the regulations thereunder). Forward-looking statements ~~usually contain~~are not historical facts but instead represent only the beliefs, expectations or opinions of the Company and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements may be identified by the use of such words "~~believe," "estimate," "project," "expect," "anticipate," "intend~~"as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar ~~expressions. Because these~~meaning, or future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly.” Forward-looking statements ~~look~~include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks, uncertainties and assumptions, many of which are difficult to predict and generally are beyond the ~~future, they are based on our current expectations~~control of and ~~beliefs. Actual~~its management, that could cause actual results ~~or events may~~to differ materially from those ~~reflected~~expressed in, or implied or projected by, forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking ~~statements. You should~~statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of credit 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 ~~aware~~doing business, being less favorable than expected; (6) political and social unrest, including acts of war or terrorism; or (7) 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 that~~occur after the ~~future events will actually occur.~~

date on which such statements were made.

General

The Company was formed in connection with the ~~Bank's~~Bank’s conversion to a stock savings bank completed on July 3, 2007. The ~~Company's~~Company’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 and the Bank’s majority equity position in Oakmont Capital Holdings, LLC. The ~~Bank's~~Bank’s results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on its loan and investment portfolios and the cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by provisions for ~~loan~~credit 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~~June 30, ~~2017~~2023, the Bank ~~had five~~has 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, ~~and~~primarily in the Lehigh Valley region of Pennsylvania. These companies began operation in July 2009. In February, 2019, Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania. QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. ~~On August 1, 2016,~~ Quaint Oak Insurance Agency, LLC began operations ~~by acquiring the renewal rights to the book of business produced~~in 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 51% 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. The discussion of financial results that follows includes the Bank’s investment in Oakmont Capital Holdings, LLC. The Bank reflects the 49% interest it does not hold in Oakmont Capital Holdings, LLC in its consolidated financial statements as noncontrolling interest. All significant intercompany balances and transactions have been eliminated.

Critical Accounting Policies

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

~~Allowance for Loan Losses.~~ ~~The allowance for loan losses represents management's estimate~~

During the six months ended June 30, 2023, the Company implemented new CECL accounting policies, procedures, and controls as part of ~~losses inherent in the loan portfolio as~~its adoption 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,ASU No. 2016-13 and subsequent ~~recoveries, if any, are credited~~ASUs issued to amend ASC Topic 326. There were no other changes made to the ~~allowance. All,~~Company's internal control over financial reporting that occurred during the six months ended June 30, 2023 that materially affected, or ~~part, of the principal balance of loans receivable~~ are ~~charged off~~reasonably likely to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

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

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

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

reporting.

Comparison of Financial Condition at ~~September~~ June30, ~~2017~~2023 and December 31, ~~2016~~

2022

General. The ~~Company's~~Company’s total assets at ~~September~~June 30, ~~2017~~2023 were ~~$232.2~~$783.8 million, ~~an increase~~a decrease of ~~$16.0~~$8.6 million, or ~~7.4%~~1.1%, from ~~$216.2~~$792.4 million at December 31, ~~2016.~~2022. This ~~growth~~decrease in total assets was primarily due to a ~~$17.0~~$17.5 million, or ~~9.6%~~13.2%, decrease in loans held for sale, partially offset by a $5.7 million, or 146.3%, increase in cash and cash equivalents and a $4.9 million, or 0.8%, increase in loans receivable, net, and a $1.8 million, or 37.4%, increase in loans held for sale. These increases were partially offset by a $1.2 million, or 20.0%, decrease in investment in interest-earning time deposits, a $1.1 million, or 11.7%, decrease in investment securities available for sale, and a $1.1 million, or 11.5%, decrease in cash and cash equivalents.

net.

Cash and Cash Equivalents. Cash and cash equivalents ~~decreased $1.1~~increased $5.7 million, or ~~11.5%~~146.3%, from ~~$9.3~~$3.9 million at December 31, ~~2016~~2022 to ~~$8.2~~$9.6 million at ~~September~~June 30, ~~2017 as~~2023, with the expectation that excess liquidity ~~was primarily~~will be used to fund loans.

Investment in Interest-Earning Time ~~Deposits~~. Deposits. Investment in interest-earning time deposits decreased ~~$1.2~~$1.7 million, or ~~20.0%~~43.6%, from ~~$6.1~~$3.8 million at December 31, ~~2016~~2022 to ~~$4.9~~$2.2 million at ~~September~~June 30, ~~2017 primarily due to~~2023 as six interest-earning time deposits matured and were not renewed and one interest-earning time deposit was purchased during the ~~maturity and redemption of time deposits. The proceeds were used primarily to fund loans.~~

six months ended June 30, 2023.

Investment Securities Available for Sale. Investment securities available for sale decreased ~~$1.1 million,~~$314,000, or ~~11.7%~~10.6%, from ~~$9.6~~$3.0 million at December 31, ~~2016~~2022 to ~~$8.4~~$2.7 million at ~~September~~June 30, ~~2017~~2023, due primarily to the principal repayments on these securities during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

2023.

Loans Held for Sale. Loans held for sale ~~increased $1.8~~decreased $17.5 million, or ~~37.4%~~13.2%, from ~~$4.7~~$133.2 million at December 31, ~~2016~~2022 to ~~$6.5~~$115.7 million at ~~September~~June 30, ~~2017~~2023 as the ~~Bank's~~Bank originated $168.9 million in equipment loans held for sale and sold $168.5 million of equipment loans during the six months ended June 30, 2023. Contributing to the decrease in loans held for sale is $18.5 million of loan amortization and prepayments. Additionally, the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, originated ~~$62.1~~$37.1 million of one-to-four family residential loans during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and sold ~~$60.3~~$36.5 million of loans in the secondary market during this same period.

Loans Receivable, Net. Loans receivable, net, increased ~~$17.0~~$4.9 million, or ~~9.6%~~0.8%, to ~~$193.8~~$626.8 million at ~~September~~June 30, ~~2017~~2023 from ~~$176.8~~$621.9 million December 31, ~~2016.~~2022. This increase was funded primarily from ~~Federal Home Loan Bank borrowings and~~ deposits. Increases within the portfolio occurred in construction loans which increased $6.7 million, or 23.1%, commercial real estate loans which increased $9.1 million, or ~~11.7%~~2.7%, multi-family residential loans which increased ~~$5.7~~$1.7 million, or ~~38.8%~~3.7%, ~~commercial business~~home equity loans which increased ~~$2.3 million,~~$323,000, or 24.5%, 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, or 0.8%, construction loans which increases $32,000, or 0.2%6.6%, and other consumer loans which increased ~~$17,000,~~$11,000, or ~~65.4%~~550.0%. ~~These~~Partially offsetting these increases ~~were partially offset by~~was a ~~$574,000,~~$10.5 million, or ~~12.0%~~6.6% decrease in commercial business loans, and a $3.0 million, or 5.2%, decrease in ~~home equity loans. The Company continues its strategy of diversifying its loan portfolio with higher yielding and shorter-term loan products and selling substantially all of its newly originated~~ one-to-four family ~~owner-occupied loans into the secondary market.~~

~~Other Real Estate Owned, 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.

~~Deposits~~.residential loans.

Deposits. Total deposits increased ~~$5.4~~$24.2 million, or ~~3.0%~~4.4%, to ~~$182.4~~$573.4 million at ~~September~~June 30, ~~2017~~2023 from ~~$177.0~~$549.2 million at December 31, ~~2016.~~2022. This increase in deposits was primarily attributable to ~~increases~~an increase of ~~$5.3~~$34.7 million, or ~~3.9%, in certificates of deposit and $1.9 million, or 31.8%~~39.1%, in non-interest bearing checking accounts, and an increase of $21.2 million, or 10.7%, in certificates of deposit. The increase in total deposits was partially offset by a ~~$963,000,~~$31.5 million, or ~~3.1%~~12.1%, decrease in money market accounts, ~~a $655,000, or 55.1%, decrease in passbook accounts,~~ and a ~~$200,000,~~$218,000, or ~~11.2%~~13.7%, decrease in savings accounts.

~~Federal Home Loan bank Borrowings.~~ ~~Total Federal Home Loan Bank borrowings increased $10.0~~

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) was $209.9 million, or ~~64.5%~~36.3% of total deposits at June 30, 2023.

Borrowings. FHLB borrowings decreased $45.2 million, or 28.4%, to $114.0 million at June 30, 2023 from ~~$15.5~~$159.2 million at December 31, ~~2016 to $25.5 million at September 30, 2017.~~2022. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, the Company borrowed ~~$4.5~~$45.5 million of FHLB short-term borrowings and ~~$8.0~~$20.0 million of FHLB long-term ~~fixed rate borrowings primarily to fund loan growth.~~borrowings. During the ~~same time period,~~six months ended June 30, 2023, the Company ~~repaid $2.5~~paid down $66.7 million of FHLB short-term borrowings and $44.0 million of FHLB long-term ~~fixed rate~~ borrowings.

~~Stockholders' Equity. Total stockholders' equity increased $1.2~~ Federal Reserve Bank (FRB) borrowings decreased $7.0 million, or ~~5.9%~~100.0%, to ~~$22.0~~none at June 30, 2023 as the Company paid off the $7.0 million of FRB borrowings at December 31, 2022. Other borrowings increased $4.2 million, or 76.0%, to $9.7 million at ~~September~~June 30, ~~2017~~2023 from ~~$20.8~~$5.5 million at December 31, ~~2016.~~2022.

Accrued Expenses and Other Liabilities. Accrued expenses and other liabilities increased $1.3 million, or 13.4%, to $10.9 million at June 30, 2023 from $9.6 million at December 31, 2022, due primarily to an increase in operating lease liability driven by the capitalization of leases for Oakmont in accordance with Financial Accounting Standards Board accounting standard ASU 2016-02, Leases (Topic 842). Also contributing to the increase is an increase in tax and other expense accruals.

Stockholders’ Equity. Total stockholders’ equity decreased $319,000, or 0.6%, to $48.8 million at June 30, 2023 from $49.1 million at December 31, 2022. Contributing to the ~~increase~~decrease was the noncontrolling interest distribution of $866,000, dividends paid of $568,000, net loss attributable to noncontrolling interest of $419,000, and purchase of treasury stock of $306,000, partially offset by net income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 of ~~$1.3~~$1.1 million, ~~common~~the reissuance of treasury stock ~~earned by participants in the employee~~for exercised stock ~~ownership plan~~options of ~~$138,000,~~$529,000, amortization of stock awards and options under our stock compensation plans of ~~$97,000, the reissuance of treasury stock for exercised stock options of $193,000,~~$104,000, the reissuance of treasury stock under the ~~Bank's~~Bank’s 401(k) Plan of ~~$83,000,~~$66,000, and other comprehensive income, net of ~~$37,000. These increases were partially offset by the purchase of treasury stock of $341,000 and by dividends paid of $269,000.~~$8,000.

Comparison of Operating Results for the Three Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~

2022

General. Net income amounted to ~~$595,000~~$570,000 for the three months ended ~~September~~June 30, ~~2017, an increase~~2023, a decrease of ~~$193,000,~~$1.2 million, or ~~48.0%~~67.8%, compared to net income of ~~$402,000~~$1.8 million for the three months ended ~~September~~June 30, ~~2016.~~2022. The ~~increase~~decrease in net income on a comparative quarterly basis was primarily the result of ~~increases~~an increase in non-interest expense of $1.8 million, a decrease in non-interest income of ~~$363,000~~$923,000, and a decrease in net interest income of ~~$251,000,~~$508,000, partially offset by ~~increases~~a decrease in ~~non-interest expense~~net income attributable to noncontrolling interest of ~~$291,000,~~$830,000, a decrease in the provision for credit losses of $788,000, and a decrease in the provision for income taxes of ~~$108,000, and the provision for loan losses of $22,000.~~

$385,000.

Net Interest Income. Net interest income ~~increased $251,000,~~decreased $508,000, or ~~15.3%,~~8.7% to ~~$1.9~~$5.3 million for the three months ended ~~September~~June 30, ~~2017~~2023 from ~~$1.6~~$5.8 million for the three months ended ~~September~~June 30, ~~2016.~~2022. The ~~increase~~decrease was driven by a ~~$364,000,~~$5.3 million, or ~~15.8%~~355.0%, increase in interest ~~income,~~expense, partially offset by a ~~$113,000,~~$4.8 million, or ~~16.8%~~65.8%, increase in interest ~~expense.~~

income.

Interest ~~Income.~~ ~~Interest income increased $364,000,~~Expense. The $5.3 million, or ~~15.8%~~355.0%, ~~to $2.7 million~~increase in interest expense for the three months ended ~~September~~June 30, ~~2017~~2023 over the comparable period in 2022 was primarily attributable to a 335 basis point increase in the rate on average money market accounts which increased from ~~$2.3 million~~0.75% for the three months ended ~~September~~June 30, ~~2016.~~2022 to 4.10% for the three months ended June 30, 2023 and had the effect of increasing interest expense by $2.0 million. Also contributing to the increase in interest expense is a 439 basis point increase in the rate on average FHLB short-term borrowings which increased from 1.07% for the three months ended June 30, 2022 to 5.46% for the three months ended June 30, 2023 and had the effect of increasing interest expense by $1.2 million. Also contributing to the increase in interest expense was a 196 basis point increase in average rate of certificates of deposit, which increased from 0.93% for the three months ended June 30, 2022 to 2.89% for the three months ended June 30, 2023, and had the effect of increasing interest expense by $1.1 million. Also contributing to the increase in interest expense is a $12.0 million increase in average other short-term borrowings, which increased from $458,000 for the six months ended June 30, 2022 to $12.5 million for the six months ended June 30, 2023, and had the effect of increasing interest expense by $484,000. The average interest rate spread decreased from 3.37% for the three months ended June 30, 2022 to 1.82% for the three months ended June 30, 2023 while the net interest margin decreased from 3.54% for the three months ended June 30, 2022 to 2.65% for the three months ended June 30, 2023.

Interest Income. The $4.8 million, or 65.8%, increase in interest income was primarily due to a ~~$37.0~~$192.5 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of ~~$161.8~~$590.4 million for the three months ended ~~September~~June 30, ~~2016~~2022 to an average balance of ~~$198.8~~$782.9 million for the three months ended ~~September~~June 30, ~~2017,~~2023, and had the effect of increasing interest income ~~$505,000. Partially offsetting this~~$2.3 million. Also contributing to the increase in interest income was a 28119 basis point ~~decline~~increase in the ~~average~~ yield on average loans receivable, net, including loans held for sale, which increased from ~~5.47%~~4.88% for the three months ended ~~September~~June 30, ~~2016~~2022 to ~~5.19%~~6.06% for the three months ended ~~September~~June 30, ~~2017, which had the effect of decreasing interest income by $142,000.~~

~~Interest Expense.~~ Interest expense increased $113,000, or 16.8%, to $785,000 for the three months ended September 30, 2017 from $672,000 for the three months ended September 30, 2016. The increase in interest expense was primarily attributable to a $19.3 million increase in average interest-bearing liabilities, which increased from an average balance of $180.4 million for the three months ended September 30, 2016 to an average balance of $199.7 million for the three months ended September 30, 2017,2023, 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, and had the effect of increasing interest expense by $18,000, and a 55 basis point increase in rate on average Federal Home Loan Bank borrowings, which increased from 1.02% 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 $33,000.income $2.3 million.

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 June 30,
	2023							2022
	Average Balance		Interest		Average Yield/ Rate			Average Balance		Interest		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing	$	5,834	$	66		4.53	%	$	50,148	$	42		0.33	%
Investment in interest-earning time deposits		2,646		34		5.14			7,071		28		1.58
Investment securities available for sale		2,775		38		5.48			3,682		8		0.76
Loans receivable, net (1) (2)		782,855		11,852		6.06			590,403		7,200		4.88
Investment in FHLB stock		6,512		128		7.86			4,442		30		2.70
Total interest-earning assets		800,622		12,118		6.05	%		655,746		7,308		4.46	%
Non-interest-earning assets		21,438							20,231
Total assets	$	822,060						$	675,977
Interest-bearing liabilities:
Savings accounts	$	1,418	$	1		0.28	%	$	1,553	$	1		0.26	%
Money market accounts		234,834		2,407		4.10			255,129		476		0.75
Certificate of deposit accounts		218,163		1,575		2.89			185,086		430		0.93
Total deposits		454,415		3,983		3.51			441,768		907		0.82
FHLB short-term borrowings		109,890		1,500		5.46			19,722		53		1.07
FHLB long-term borrowings		44,418		354		3.20			79,061		389		1.97
FRB long-term borrowings		756		9		4.76			1,656		1		0.24
Other short-term borrowings		13,324		582		17.44			458		18		15.72
Subordinated debt		21,772		388		7.13			7,944		130		6.55
Total interest-bearing liabilities		644,575		6,816		4.23	%		550,609		1,498		1.09	%
Non-interest-bearing liabilities		131,709							86,895
Total liabilities		776,284							637,504
Stockholders’ Equity		45,776							38,473
Total liabilities and Stockholders’ Equity	$	822,060						$	675,977
Net interest-earning assets	$	156,047						$	105,137
Net interest income; average interest rate spread			$	5,302		1.82	%			$	5,810		3.37	%
Net interest margin (3)						2.65	%						3.54	%
Average interest-earning assets to average interest-bearing liabilities						124.21	%						119.09	%

________________________

(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 credit losses.

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

Provision for ~~Loan~~Credit Losses. The Company’s provision for ~~loan~~(recovery of) credit losses ~~increased $22,000,~~decreased $788,000, or ~~36.1%~~131.6%, ~~from $61,000~~to a recovery of $189,000 for the three months ended ~~September~~June 30, ~~2016 to $83,000~~2023 from a provision for $599,000 for the three months ended ~~September~~June 30, ~~2017.~~2022. The ~~increase~~decrease in the provision for credit losses for the three months ended June 30, 2023 over the three months ended June 30, 2022 was ~~based on an evaluation~~primarily due to the implementation of ASU 2016-13, Financial Instruments – Credit Losses, which became effective for the ~~allowance relative~~Company as of January 1, 2023. More specifically, under the Company’s current Allowance for Credit Losses accounting model, certain qualitative factors used prior to ~~such factors as volume~~the adoption of ASU 2016-13 were evaluated and adjusted in accordance with the ~~loan portfolio, concentrations~~model criteria and the general reserve which was used in the past to cover uncertainties that could affect management’s estimate of ~~credit risk, prevailing economic conditions, prior loan loss experience and amount of non-performing~~probable losses primarily associated with the COVID-19 pandemic was eliminated.

Non-performing loans at ~~September~~June 30, ~~2017.~~

~~Non-performing loans amounted to $3.5 million, or 1.83%,~~2023 consisted of ~~net loans receivable at September 30, 2017, consisting of thirteen loans, five of which are~~one SBA loan on non-accrual status ~~and eight~~in the 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.$73,000. The non-performing ~~loans~~loan at ~~September~~June 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 all are2023 is generally well-collateralized or adequately reserved for. During the ~~quarter~~six months ended ~~September~~June 30, ~~2017,~~2023, one ~~new~~commercial business loan ~~was placed on non-accrual status resulting in the reversal of approximately $48,000 of previously accrued interest income~~ and ~~two loans~~one commercial real estate loan totaling $231,000 that were previously on non-accrual ~~status~~ were ~~paid-off.~~charged-off through the allowance for credit losses. The allowance for ~~loan~~credit losses as a percent of total loans receivable, net was ~~0.89%~~1.18% at ~~September~~June 30, ~~2017,~~2023 and ~~0.90%~~1.22% 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.2022. Non-performing assets amounted to ~~$3.7 million,~~$73,000, or ~~1.60%,~~0.01% of total assets at ~~September~~June 30, ~~2017~~2023 compared to ~~$2.3~~$2.0 million, or ~~1.07%~~0.25%, of total net assets at December 31, ~~2016.~~

2022.

Non-Interest Income. Non-interest income ~~increased $363,000,~~decreased $923,000, or ~~49.5%~~21.3%, from ~~$733,000 for the three months ended September 30, 2016 to $1.1~~$4.3 million for the three months ended ~~September~~June 30, ~~2017 due~~2022 to $3.4 million for the three months ended June 30, 2023. The decrease was primarily attributable to a ~~$156,000,~~$1.8 million, or ~~29.4%~~62.5%, ~~increase~~decrease in net gain on loans held for sale, as the ~~sales~~general lack of ~~residential mortgage~~liquidity in the marketplace affected our ability to sell equipment loans during the quarter ended June 30, 2023. Also contributing to the decrease in non-interest income was a ~~$100,000,~~$258,000, or ~~77.5%~~31.3%, ~~increase~~decrease in mortgage banking, equipment lending, and title abstract fees, and a ~~$54,000~~$16,000, or 25.0%, decrease in ~~loss on sales and write-downs on other~~ real estate ~~owned, a $30,000,~~sales commissions, net. These decreases were partially offset by an $815,000, or ~~50.0%~~264.6%, increase in ~~insurance commissions earned by Quaint Oak Insurance Agency,~~loan servicing income, a ~~wholly owned insurance subsidiary~~$167,000, or 491.2%, increase in gain on sale of ~~Quaint Oak Bank which began operations on August 1, 2016,~~SBA loans, a ~~$25,000,~~$130,000, or ~~125.0%~~158.5%, increase in other fees and ~~services~~service charges, and a ~~$19,000,~~$21,000, or ~~146.2%~~15.1%, 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.~~

insurance commissions.

Non-Interest Expense. ~~Non-interest~~ Total non-interest expense increased ~~$291,000,~~$1.8 million, or ~~17.6%~~26.9%, from ~~$1.7~~$6.6 million for the three months ended ~~September~~June 30, ~~2016~~2022 to ~~$1.9~~$8.4 million for the three months ended ~~September~~June 30, ~~2017. Salaries and employee benefits expense accounted for $192,000 of the change as this expense increased 17.0%, from $1.1 million for the three months ended September 30, 2016~~2023, primarily due to $1.3 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,an $858,000, or ~~32.1%~~175.1%, increase in other expense, a ~~$34,000,~~$637,000, or ~~65.4%~~13.0%, increase in salaries and employee benefits expense, a $127,000, or 112.4%, increase in FDIC deposit insurance assessment, a $95,000, or 20.4%, increase in occupancy and equipment expense, a $45,000, or 27.6%, increase in data processing expense, and a ~~$16,000,~~$30,000, or ~~69.6%,~~41.7% increase in ~~advertising expense, an $11,000, or 11.7%,~~director’s fees and expenses. The increase in ~~professional fees,~~other expense is primarily due to ongoing costs incurred as a ~~$9,000, or 25.7%,~~result of the Bank’s correspondent banking initiatives. The increase in ~~FDIC insurance assessment, a $4,000, or 8.3%,~~salaries and employee benefits expense is primarily due to expanding and improving the level of staff at the Bank and Oakmont. Oakmont also contributed to the increases in occupancy and equipment expense, and other expense for the three months ended June 30, 2023. The 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 werenon-interest expense was partially offset by a ~~$9,000,~~$17,000, or ~~69.2%~~11.0%, ~~decease~~decrease in ~~other real estate owned~~advertising expense, and a ~~$6,000,~~$3,000, or ~~4.2%,~~1.3% decrease in ~~occupancy and equipment expense.~~

professional fees.

Provision for Income Tax. The provision for income tax ~~increased $108,000,~~decreased $385,000, or ~~43.2%~~58.5%, from ~~$250,000~~$658,000 for the three months ended ~~September~~June 30, ~~2016~~2022 to ~~$358,000~~$273,000 for the three months ended ~~September~~June 30, ~~2017~~2023 due primarily to the ~~increase~~decrease 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.~~

Comparison of Operating Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~

2022

General. Net income amounted to ~~$1.3~~$1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017, an increase~~2023, a decrease of ~~$247,000,~~$2.9 million, or ~~23.7%~~71.8%, compared to net income of ~~$1.0~~$4.0 million for ~~nine~~the six months ended ~~September~~June 30, ~~2016.~~2022. The ~~increase~~decrease in net income on a comparative six-month basis was primarily the result of ~~increases~~an increase in non-interest expense of $3.2 million, a decrease in non-interest income of $3.1 million, and a decrease in net interest income of ~~$731,000 and non-interest income of $539,000,~~$676,000, partially offset by ~~increases~~a decrease in ~~non-interest expense~~net income attributable to noncontrolling interest of ~~$950,000,~~$2.0 million, a decrease in the provision for credit losses of $1.1 million, and a decrease in the provision for income taxes of ~~$56,000, and the provision for loan losses of $17,000.~~$1.0 million.

Net Interest Income. Net interest income ~~increased $731,000,~~decreased $676,000, or ~~15.0%,~~6.0% to ~~$5.6~~$10.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 from ~~$4.9~~$11.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 due primarily to~~2022. The decrease was driven by a ~~$1.1~~$9.9 million, or ~~15.6%~~414.8%, increase in interest ~~income,~~expense, partially offset by a ~~$320,000,~~$9.3 million, or ~~17.1%~~67.6%, increase in interest ~~expense.~~

income.

Interest ~~Income.~~ ~~Interest income increased $1.1~~Expense. The $9.9 million, or ~~15.6%~~414.8%, increase in interest expense for the six months ended June 30, 2023 over the comparable period in 2022 was primarily attributable to ~~$7.8~~a 325 basis point increase in the rate on average money market accounts which increased from 0.60% for the six months ended June 30, 2022 to 3.85% for the six months ended June 30, 2023 and had the effect of increasing interest expense by $3.9 million. Also contributing to the increase in interest expense is a 462 basis point increase in the rate on average FHLB short-term borrowings which increased from 0.54% for the six months ended June 30, 2022 to 5.16% for the six months ended June 30, 2023 and had the effect of increasing interest expense by $2.5 million. Also contributing to the increase in interest expense was a 172 basis point increase in average rate of certificates of deposit, which increased from 0.92% for the six months ended June 30, 2022 to 2.64% for the six months ended June 30, 2023, and had the effect of increasing interest expense by $1.8 million. Also contributing to the increase in interest expense for the six months ended June 30, 2023 is a $9.1 million increase in the average other short-term borrowings, which increased from $229,000 for the six months ended June 30, 2022 to $9.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, and had the effect of increasing interest expense by $1.1 million. The average interest rate spread decreased from ~~$6.7 million~~3.57% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022 to 1.97% for the six months ended June 30, 2023 while the net interest margin decreased from 3.73% for the six months ended June 30, 2022 to 2.69% for the six months ended June 30, 2023.

Interest Income. The $9.3 million, or 67.6%, increase in interest income was primarily due to a ~~$34.1~~$213.1 million increase in average loans receivable, net, including loans held for sale, which increased from an average balance of ~~$155.4~~$559.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2022 to an average balance of ~~$189.5~~$772.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, and had the effect of increasing interest income ~~$1.4~~$4.9 million. ~~Partially offsetting this~~Also contributing to the increase in interest income was a 2798 basis point ~~decline~~increase in the ~~average~~ yield on average loans receivable, net, including loans held for sale, ~~from 5.57% for the nine months ended September 30, 2016 to 5.30% for the nine months ended September 30, 2017, which had the effect of decreasing interest income by $391,000.~~

~~Interest Expense.~~ Interest expense increased $320,000, or 17.1%, 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 million increase in average interest-bearing liabilities, which increased from ~~an average balance of $170.9 million~~4.83% for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2022 to ~~an average balance of $192.3 million~~5.81% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, 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, and had the effect of increasing interest expense by $30,000, and a 44 basis point increase in rate on average Federal Home Loan Bank borrowings, which increased from 0.99% for the nine months ended September 30, 2016 to 1.43% for the nine months ended September 30, 2017, which had the effect of increasing interest expense by $62,000.income $4.0 million.

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.~~

	Six Months Ended June 30,
	2023							2022
	Average Balance		Interest		Average Yield/ Rate			Average Balance		Interest		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Due from banks, interest-bearing	$	5,492	$	122		4.44	%	$	31,363	$	44		0.28	%
Investment in interest-earning time deposits		2,941		60		4.08			7,255		62		1.71
Investment securities available for sale		2,848		70		4.92			3,808		17		0.89
Loans receivable, net (1) (2)		772,425		22,446		5.81			559,307		13,500		4.83
Investment in FHLB stock		6,578		238		7.21			3,448		58		3.36
Total interest-earning assets		790,284		22,936		5.80	%		605,181		13,681		4.52	%
Non-interest-earning assets		22,041							17,865
Total assets	$	812,325						$	623,046
Interest-bearing liabilities:
Savings accounts	$	1,489	$	1		0.13	%	$	1,709	$	2		0.24	%
Money market accounts		242,275		4,668		3.85			226,724		681		0.60
Certificate of deposit accounts		214,072		2,824		2.64			184,112		844		0.92
Total deposits		457,836		7,493		3.27			412,545		1,527		0.74
FHLB short-term borrowings		108,506		2,800		5.16			27,656		75		0.54
FHLB long-term borrowings		48,116		631		2.62			51,281		501		1.95
FRB long-term borrowings		865		19		4.39			2,613		4		0.31
Other short-term borrowings		10,477		778		14.87			229		27		23.58
Subordinated debt		17,040		604		7.09			7,940		260		6.55
Total interest-bearing liabilities		642,840		12,325		3.83	%		502,264		2,394		0.95	%
Non-interest-bearing liabilities		123,719							83,323
Total liabilities		766,559							585,587
Stockholders’ Equity		45,766							37,459
Total liabilities and Stockholders’ Equity	$	812,325						$	623,046
Net interest-earning assets	$	147,444						$	102,917
Net interest income; average interest rate spread			$	10,611		1.97	%			$	11,287		3.57	%
Net interest margin (3)						2.69	%						3.73	%
Average interest-earning assets to average interest-bearing liabilities						122.94	%						120.49	%

________________________

(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 credit losses.

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

Provision for ~~Loan~~Credit Losses. The ~~Company increased its~~Company’s provision for credit losses decreased $1.1 million, or 84.1%, to $203,000 for the six months ended June 30, 2023 from $1.3 million for the six months ended June 30, 2022. The decrease in the provision for credit losses for the six months ended June 30, 2023 over the six months ended June 30, 2022 was primarily due to the implementation of ASU 2016-13, Financial Instruments – Credit Losses, which became effective for the Company as of January 1, 2023. More specifically, under the Company’s current Allowance for Credit Losses accounting model, certain qualitative factors used prior to the adoption of ASU 2016-13 were evaluated and adjusted in accordance with the model criteria and the general reserve which was used in the past to cover uncertainties that could affect management’s estimate of probable losses primarily associated with the COVID-19 pandemic was eliminated.

Non-performing loans at June 30, 2023 consisted of one SBA loan on non-accrual status in the amount of $73,000. The non-performing loan at June 30, 2023 is generally well-collateralized or adequately reserved for. During the six months ended June 30, 2023, one commercial business loan and one commercial real estate loan totaling $231,000 that were previously on non-accrual were charged-off through the allowance for credit losses. The allowance for credit losses ~~by $17,000,~~as a percent of total loans receivable, net was 1.18% at June 30, 2023 and 1.22% at December 31, 2022. Non-performing assets amounted to $73,000, or ~~9.9%~~0.01% of total assets at June 30, 2023 compared to $2.0 million, or 0.25%, of total net assets at December 31, 2022.

Non-Interest Income. Non-interest income decreased $3.1 million, or 31.0%, from ~~$172,000~~$9.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2022 to ~~$189,000~~$6.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2023. The decrease was primarily attributable to a $5.1 million, or 72.4%, decrease in net gain on loans held for sale, as the general lack of liquidity in the marketplace affected our ability to sell equipment loans during the six months ended June 30, 2023. Also contributing to the decrease in non-interest income was an $89,000, or 6.1%, decrease in mortgage banking, equipment lending, and title abstract fees, and a $53,000, or 42.4%, decrease in real estate sales commissions, net. These decreases were partially offset by a $1.9 million, or 396.2%, increase in loan servicing income, a $195,000, or 78.6%, increase in other fees and service charges, an $84,000, or 50.3%, increase in gain on sale of SBA loans, and a $41,000, or 16.1%, increase in insurance commissions.

Non-Interest Expense. Total non-interest expense increased $3.2 million, or 25.2%, from $12.8 million for the six months ended June 30, 2022 to $16.0 million for the six months ended June 30, 2023, primarily due to a $1.4 million, or 14.6%, increase in salaries and employee benefits expense, a $1.2 million, or 137.0%, increase in other expense, a $243,000, or 106.1%, increase in FDIC deposit insurance assessment, a $202,000, or 22.8%, increase in occupancy and equipment expense, a $74,000, or 20.4%, increase in advertising expense, a $65,000, or 18.1%, increase in data processing expense, and a $64,000, or 44.8%, increase in director’s fees and expenses. As was the case for the quarter, the increase ~~was based on an evaluation~~in other expense is primarily due to ongoing costs incurred as a result of the ~~allowance relative~~Bank’s correspondent banking initiatives. The increase in salaries and employee benefits expense is primarily due to ~~such factors as volume~~expanding and improving the level of staff at the ~~loan portfolio, concentrations of credit risk, prevailing economic conditions, prior loan loss experience~~Bank and ~~amount of non-performing loans. See additional discussion under "Comparison of Operating Results~~Oakmont. Oakmont also contributed to the increases in occupancy and equipment expense, advertising expense, and other expense for the ~~Three Months Ended September~~six months ended June 30, ~~2017 and 2016-Provision~~2023. The increase in non-interest expense was partially offset by a $12,000, or 2.9% decrease in professional fees.

Provision for ~~Loan Losses."~~

~~Non-Interest Income.~~ ~~Non-interest~~Income Tax. The provision for income ~~increased $539,000,~~tax decreased $1.0 million, or ~~28.7%~~67.7%, from $1.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 over~~2022 to $491,000 for the ~~comparable~~six months ended June 30, 2023 due primarily to the decrease 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 11 in the Notes to Unaudited Consolidated Financial Statements.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the three months ended June 30, 2023 of $1.2 million, a $722,000, or 38.4%, decrease from the same period in ~~2016~~2022. This decrease in PTSP was primarily due to a ~~$222,000,~~$941,000 or ~~17.2%~~19.6%, increase in non-interest expense, and a $354,000, or 25.4%, decrease in non-interest income. This decrease was partially offset by a $788,000, or 131.6%, decrease in the provision for credit losses, and a $215,000, or 3.6%, decrease in net interest income. The increase in non-interest expense was primarily due to a $636,000, or 167.8% increase in other expense, a $127,000, or 112.4%, increase in FDIC deposit insurance assessment expense, and a $119,000, or 3.5%, increase in salaries and employee benefits expense. The decrease in non-interest income is primarily attributable to a $462,000, or 51.4%, decrease in the net gain on ~~the sales of residential mortgage~~ loans held for sale, and a ~~$196,000,~~$97,000, or 326.7% 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 $78,000, or 19.1%, increase43.5% decrease in mortgage banking and title abstract fees, partially offset by a ~~$63,000,~~$167,000, or ~~50.0%~~491.2%, increase in the gain on sale of SBA loans.

Our Oakmont Capital Holdings, LLC Segment reported a pre-tax segment loss ("PTSL") for the three months ended June 30, 2023 of $622,000, a $1.7 million, or 158.1%, decrease from the same period in 2022. The decrease in PTSL was primarily due to a $569,000, or 19.4%, decrease in ~~loss on sales and write-downs on other real estate owned, a $25,000,~~non-interest income, an $831,000, or ~~69.4%~~46.7%, increase in ~~other~~ non-interest expense, and a $293,000, or 348.8%, decrease in net interest income. The decrease in non-interest income was primarily due to a $1.3 million, or 67.5%, decrease net gain on loans held for sale, and a $161,000, or 26.8%, decrease in equipment lending fees, partially offset by an $813,000, or 264.0% increase in net loan servicing income, and a ~~$17,000,~~$102,000, or ~~53.1%~~152.2%, increase in other fees and ~~services charges, partially offset by~~service charges. The increase in non-interest expense was primarily due to a ~~$60,000, or 55.6%~~$518,000, 35.4%, ~~decrease~~increase in ~~gain on the sale of SBA loans and a $2,000, or 3.0%, decrease in income from bank-owned life insurance.~~

~~Non-Interest Expense.~~ ~~Non-interest expense increased $950,000, or 19.5%, from $4.9 million for the nine months ended September 30, 2016 to $5.8 million for the nine months ended September 30, 2017. Salaries~~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,~~$222,000, or ~~34.2%~~200.0%, increase in other non-interest expense, ~~due primarily to a $76,000 increase in recruiting fees,~~ an ~~$82,000,~~$88,000, or 59.9%, increase in data processing expense, a $33,000, or 39.3%, 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, or 3.4%71.5%, increase in occupancy and equipment ~~expense. These increases were~~expense, and an $18,000, or 128.6% increase in professional fees.

Our Banking Segment reported a pre-tax segment profit (“PTSP”) for the six months ended June 30, 2023 of $2.1 million, a $1.9 million, or 47.6%, decrease from the same period in 2022. This decrease in PTSP was primarily due to a $1.8 million, or 18.8%, increase in non-interest expense, a $1.1 million, or 34.5%, decrease in non-interest income, and a $120,000, or 1.1%, decrease in net interest income. This decrease was partially offset by a ~~$20,000,~~$1.1 million, or ~~62.5% decrease in other real estate owned expense, a $2,000, or 0.7%~~84.1%, decrease in ~~professional fees, and a $1,000, or 0.6% decrease in directors' fees and expenses.~~

~~Provision for Income Tax.~~ ~~The~~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~~credit losses. 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~~non-interest expense was primarily due to a ~~tax deduction taken~~$929,000, or 137.0% increase in other expense, a $458,000, or 6.9%, increase in salaries and employee benefits expense, and a $243,000, or 106.1%, increase in FDIC deposit insurance assessment expense. The decrease in non-interest income is primarily attributable to a $1.1 million, or 57.3%, decrease in the ~~second quarter~~net gain on loans held for sale, and a $164,000, or 38.4% decrease in mortgage banking and title abstract fees, partially offset by a $140,000 decrease in loan servicing income, and an $84,000, or 50.3%, increase in the gain on sale of ~~2017 related to~~SBA loans.

Our Oakmont Capital Holdings, LLC Segment reported a PTSL for the ~~exercise of non-qualified stock options during the nine~~six months ended ~~September~~June 30, ~~2017.~~

2023 of $855,000, a $4.0 million, or 127.2%, decrease from the same period in 2022. The decrease in PTSL was primarily due to a $2.0 million, or 29.4%, decrease in non-interest income, a $1.5 million, or 42.4%, increase in non-interest expense, and a $556,000, or 514.8%, decrease in net interest income. The decrease in non-interest income was primarily due to a $4.0 million, or 78.1%, decrease net gain on loans held for sale, partially offset by a $1.7 million, or 370.6% increase in loan servicing income, a $217,000, or 258.3%, increase in other fees and service charges, and a $75,000, or 7.3%, increase in equipment lending fees. The increase in non-interest expense was primarily due to a $930,000, 33.0%, increase in salaries and employee benefits expense, a $267,000, or 136.9%, increase in other non-interest expenses, a $161,000, or 68.5%, increase in occupancy and equipment expense, a $78,000, or 40.6% increase in advertising expense, and a $32,000, or 118.5% increase in professional fees.

Liquidity and Capital Resources

The ~~Company's~~Company’s primary sources of funds are deposits, amortization and prepayment of loans and to a lesser extent, loan sales and other funds provided from operations. While scheduled principal and interest payments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company sets the interest rates on its deposits to maintain a desired level of total deposits. In addition, the Company invests excess funds in short-term interest-earning assets that provide additional liquidity. At ~~September~~June 30, ~~2017,~~2023, the Company's cash and cash equivalents amounted to ~~$8.2~~$9.6 million. At such date, the Company also had ~~$761,000~~$1.3 million invested in interest-earning time deposits maturing in one year or less.

The Company uses its liquidity to fund existing and future loan commitments, to fund deposit outflows, to invest in other interest-earning assets and to meet operating expenses. At ~~September~~June 30, ~~2017,~~2023, Quaint Oak Bank had outstanding commitments to originate loans of ~~$9.5~~$47.6 million, ~~and~~ commitments under unused lines of credit of ~~$18.8 million.~~

$50.4 million, and $142,000 under standby letters of credit.

At ~~September~~June 30, ~~2017,~~2023, certificates of deposit scheduled to mature in ~~less than~~ one year or less totaled ~~$42.1~~$96.1 million. Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case.

In addition to cash flow from loan payments and prepayments and deposits, the Company has significant borrowing capacity available to fund liquidity needs. If the Company requires funds beyond its ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Pittsburgh (FHLB), which provide an additional source of funds. As of ~~September~~June 30, ~~2017,~~2023, we had ~~$25.5~~$114.0 million of borrowings from the FHLB and had ~~$114.0~~$323.8 million in borrowing capacity. Under terms of the collateral agreement with the FHLB of Pittsburgh, we pledge residential mortgage loans as well as Quaint Oak ~~Bank's~~Bank’s FHLB stock as collateral for such advances. In addition, as of ~~September~~June 30, ~~2017~~2023 Quaint Oak Bank had ~~$539,000~~$8.1 million in borrowing capacity with the Federal Reserve Bank of Philadelphia. There were no borrowings under this facility at ~~September~~June 30, ~~2017.~~

~~Our stockholders' equity amounted~~2023. Oakmont Capital Holdings, LLC has two lines of credit with a credit union which are used to ~~$22.0~~fund equipment loans totaling $15.0 million at ~~September~~June 30, ~~2017,~~2023. As of June 30, 2023, there was $9.7 million outstanding on these two lines of credit.

The following table summarizes the Company's primary and secondary sources of liquidity which were available at June 30, 2023 (dollars in thousands).

	June 30, 2023
	(Dollars in thousands)

Cash and cash equivalents	$	9,587
Unpledged investment securities, amortized cost		2,656
FHLB advance availability		209,500
Federal Reserve discount window availability		8,090

Total primary and secondary sources of available liquidity	$	229,833

In addition, we anticipate the continued sale on a regular basis of our equipment loans held for sale. We also anticipate that in the future our subsidiary, Oakmont Commercial LLC, will move from an ~~increase~~originate and hold (i.e., portfolio) commercial real estate lending operation to an originate and sell model of ~~$1.2~~operations.

Total stockholders’ equity decreased $319,000, or 0.6%, to $48.8 million ~~or 5.9%,~~at June 30, 2023 from ~~$20.8~~$49.1 million at December 31, ~~2016.~~2022. Contributing to the ~~increase~~decrease was the noncontrolling interest distribution of $866,000, dividends paid of $568,000, net loss attributable to noncontrolling interest of $419,000, and purchase of treasury stock of $306,000, partially offset by net income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 of ~~$1.3~~$1.1 million, ~~common~~the reissuance of treasury stock ~~earned by participants in the employee~~for exercised stock ~~ownership plan~~options of ~~$138,000,~~$529,000, amortization of stock awards and options under our stock compensation plans of ~~$97,000, the reissuance of treasury stock for exercised stock options of $193,000,~~$104,000, the reissuance of treasury stock under the ~~Bank's~~Bank’s 401(k) Plan of ~~$83,000,~~$66,000, and other comprehensive income, net of ~~$37,000. These increases were partially offset by the purchase of treasury stock of $341,000 and by dividends paid of $269,000.~~$8,000. For further discussion of the stock compensation plans, see Note 109 in the Notes to Unaudited Consolidated Financial Statements contained elsewhere herein.

Quaint Oak Bank is required to maintain regulatory capital sufficient to meet tier 1 leverage, common equity tier 1 capital, tier 1 risk-based and total risk-based capital ratios of at least 4.00%, 4.50%, 6.00%, and 8.00%, respectively. At ~~September~~June 30, ~~2017,~~2023, Quaint Oak Bank exceeded each of its capital requirements with ratios of ~~8.61%~~8.43%, ~~11.72%~~9.63%, ~~11.72%~~9.63% and ~~12.77%~~10.73%, respectively. As a small savings and loan holding company eligible for exemption, the Company is not currently subject to any regulatory capital requirements.

Off-Balance Sheet Arrangements

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

Commitments. At ~~September~~June 30, ~~2017,~~2023, we had unfunded commitments under lines of credit of ~~$18.8~~$50.4 million, ~~and $9.5~~$47.6 million of commitments to originate ~~loans.~~loans, and $142,000 under standby letters of credit. We had no commitments to advance additional amounts pursuant to outstanding lines of credit or undisbursed construction loans.

Impact of Inflation and Changing Prices

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

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

~~ITEM 4. CONTROLS AND PROCEDURES~~

ITEM 4.

CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ~~"Exchange Act"~~“Exchange Act”)) as of ~~September~~June 30, ~~2017.~~2023. Based on their evaluation of the ~~Company's~~Company’s disclosure controls and procedures, the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are operating in an effective manner.

~~No change in our~~

During the period ended June 30, 2023, the Company implemented new CECL accounting policies, procedures, and controls as part of its adoption of ASU No. 2016-13 and subsequent ASUs issued to amend ASC Topic 326. There were no other changes made to the Company's internal control over financial reporting ~~(as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934)~~that occurred during the ~~third fiscal quarter of fiscal 2017~~period ended June 30, 2023 that ~~has~~ materially affected, or isare reasonably likely to materially affect, ~~our~~the Company's internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

~~Not applicable.~~

There have been no material changes in the Risk Factors previously disclosed in Item 1A of our 2022 Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~EQUITY SECURITIES AND USE OF~~ PROCEEDS

(a)Not applicable.

(b)Not applicable.

(c)Purchases of Equity Securities

The Company's repurchases of its common stock made during the quarter ended ~~September~~June 30, ~~2017~~2023 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)
April 1, 2023 – April 30, 2023		413	$	20.50		-		24,375
May 1, 2023 – May 31, 2023		16,441		18.10		-		24,375
June 1, 2023 – June 30, 2023		-		-		-		24,375
Total		16,854	$	18.16		-		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 ~~fourth~~fifth share repurchase program which provides for the repurchase of up to ~~69,432~~50,000 shares, ~~(adjusted to reflect the two-for-one stock split),~~ or approximately 2.5% of the ~~Company's~~Company’s then issued and outstanding shares of common stock, and announced the ~~fourth~~fifth 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.

ITEM 6.

EXHIBITS

No.		Description
31.1		Rule 13a-14(d) and 15d-14(d) Certification of the Chief Executive Officer.
31.2		Rule 13a-14(d) and 15d-14(d) Certification of the Chief Financial Officer.
32.0		Section 1350 Certification.
101.INS		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).

SIGNATURES

~~SIGNATURES~~

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

Date: August 14, 2023	By:
~~Date: November 13, 2017~~	~~By:~~	/s/Robert T. Strong
		~~Robert T. Strong~~
		~~President and Chief Executive Officer~~

		Robert T. Strong President and Chief Executive Officer

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

Date: August 14, 2023	By:		/s/ John J. Augustine
			John J. Augustine Executive Vice President and Chief Financial Officer

~~_______________________________~~ FORM 10-Q
(Mark One)
~~FORM 10-Q~~
~~(Mark One)~~

~~Pennsylvania~~	~~35-2293957~~

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)

~~Large accelerated filer~~	~~[ ]~~	~~Accelerated filer~~	~~[ ]~~
~~Non-accelerated filer~~	~~[ ]~~	~~(Do not check if a smaller reporting company)~~
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company			~~[X]~~	☒ Emerging growth company	~~[ ]~~☐

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

For the quarterly period ended ~~September~~	June 30, ~~2017~~2023
OR


QUAINT OAK BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)


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☐

~~[ ] Yes [X] No~~

Indicate the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common stock, as of the latest practicable date: As of ~~November 8, 2017, 1,917,223~~August 10, 2023, 2,236,495 shares of the ~~Registrant's~~issuer’s common stock were issued and outstanding.

PART I - FINANCIAL INFORMATION	Page

Item 1 - Financial Statements

Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022 (Unaudited)	1

Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 (Unaudited)	2

Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~ 2023 and ~~2016~~2022 (Unaudited)	3

Consolidated ~~Statement~~Statements of ~~Stockholders'~~Stockholders’ Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~2023 and 2022 (Unaudited)	4

Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 (Unaudited)	5 6

Notes to the Unaudited Consolidated Financial Statements	6 8

Item 2 - M~~anagement's~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations	35 36

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

Item 1A - Risk Factors	48

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3 -Defaults Upon Senior Securities	48 49

Item 4 -Mine Safety Disclosures	48 49

Item 5 -Other Information	49

Item 6 -Exhibits	49

SIGNATURES

	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

	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

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

	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

	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

	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

	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

	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

	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	)

	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

	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

	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

	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

	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, 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

	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

	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, 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

	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

	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

					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		-		-