UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the Quarterly Period ended ~~September~~June 30, ~~2017~~2018


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

For transition period from to

Commission File Number 0-51331

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)



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

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

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

Not Applicable

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. At ~~October 23, 2017,~~July 26, 2018, there were ~~18,049,423~~17,443,088 shares of Common Stock, $0.01 par value, outstanding.

BANKFINANCIAL CORPORATION

Form 10-Q

~~September~~June 30, ~~2017~~2018

Table of Contents



		Page Number
	PART I

Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2725
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	4341
Item 4.	Controls and Procedures	4442

	PART II
Item 1.	Legal Proceedings	4543
Item 1A.	Risk Factors	4543
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4543
Item 3.	Defaults Upon Senior Securities	4543
Item 4.	Mine Safety Disclosures	4543
Item 5.	Other Information	4543
Item 6.	Exhibits	4543

Signatures		4745

Table of Contents

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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


	September 30, 2017		December 31, 2016			June 30, 2018		December 31, 2017
Assets
Cash and due from other financial institutions	$	10,620	$	13,053		$	11,738	$	13,572
Interest-bearing deposits in other financial institutions	115,041		83,631			80,457		114,020
Cash and cash equivalents	125,661		96,684			92,195		127,592
Securities, at fair value	98,787		107,212			112,452		93,383
Loans receivable, net of allowance for loan losses: September 30, 2017, $8,374 and December 31, 2016, $8,127	1,335,631		1,312,952
Loans receivable, net of allowance for loan losses: June 30, 2018, $8,179 and December 31, 2017, $8,366						1,287,823		1,314,651
Other real estate owned, net	3,569		3,895			1,187		2,351
Stock in Federal Home Loan Bank and Federal Reserve Bank, at cost	8,290		11,650
Stock in Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB"), at cost						8,311		8,290
Premises held-for-sale						—		5,667
Premises and equipment, net	30,774		31,413			24,441		24,856
Accrued interest receivable	4,569		4,381			4,705		4,619
Core deposit intangible	408		782			143		286
Bank owned life insurance	22,790		22,594			18,746		22,859
Deferred taxes	20,214		22,411			10,199		12,563
Other assets	3,576		6,063			7,296		8,441
Total assets	$	1,654,269	$	1,620,037		$	1,567,498	$	1,625,558

Liabilities
Deposits
Noninterest-bearing	$	231,049	$	249,539		$	229,717	$	234,354
Interest-bearing	1,140,040		1,089,851			1,066,136		1,105,697
Total deposits	1,371,089		1,339,390			1,295,853		1,340,051
Borrowings	60,928		51,069			50,901		60,768
Advance payments by borrowers for taxes and insurance	10,683		11,041			13,827		11,645
Accrued interest payable and other liabilities	11,791		13,757			12,689		15,460
Total liabilities	1,454,491		1,415,257			1,373,270		1,427,924

Stockholders’ equity
Preferred Stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding	—		—			—		—
Common Stock, $0.01 par value, 100,000,000 shares authorized; 18,063,623 shares issued at September 30, 2017 and 19,233,760 issued at December 31, 2016	180		192
Common Stock, $0.01 par value, 100,000,000 shares authorized; 17,461,088 shares issued at June 30, 2018 and 17,958,723 issued at December 31, 2017						175		179
Additional paid-in capital	155,481		173,047			145,331		153,811
Retained earnings	43,786		39,483			48,443		43,274
Unearned Employee Stock Ownership Plan shares	—		(8,318		)
Accumulated other comprehensive income	331		376			279		370
Total stockholders’ equity	199,778		204,780			194,228		197,634
Total liabilities and stockholders’ equity	$	1,654,269	$	1,620,037		$	1,567,498	$	1,625,558

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017		2018			2017
Interest and dividend income
Loans, including fees	$	13,345		$	12,388		$	39,061		$	36,834		$	13,977		$	12,956	$	27,797		$	25,716
Securities	389			306			1,095			927			546			357		1,010			706
Other	387			151			976			424			497			336		961			589
Total interest income	14,121			12,845			41,132			38,185			15,020			13,649		29,768			27,011
Interest expense
Deposits	1,419			1,012			3,903			2,749			1,829			1,304		3,354			2,484
Borrowings	196			2			444			73			210			152		412			248
Total interest expense	1,615			1,014			4,347			2,822			2,039			1,456		3,766			2,732
Net interest income	12,506			11,831			36,785			35,363			12,981			12,193		26,002			24,279
Provision for (recovery of) loan losses	(225		)	(525		)	(15		)	300			23			49		(235		)	210
Net interest income after provision for (recovery of) loan losses	12,731			12,356			36,800			35,063			12,958			12,144		26,237			24,069
Noninterest income
Deposit service charges and fees	584			583			1,682			1,691			989			996		1,967			1,946
Other fee income	523			478			1,494			1,478
Insurance commissions and annuities income	41			53			170			180
Gain on sale of loans, net	10			38			70			59
Gain on sale of securities (includes $46 accumulated other comprehensive income reclassifications for unrealized net gains on available for sale securities for the nine months ended September 30, 2016)	—			—			—			46
Loan servicing fees	58			66			188			214
Amortization and impairment of servicing assets	(27		)	(28		)	(86		)	(96		)
Earnings on bank owned life insurance	67			54			196			151
Trust income	169			167			534			492
Loan fee income													90			63		160			123
Commercial mortgage brokerage fees													85			—		126			—
Residential mortgage banking fees													24			87		54			131
Loss on sales of equity securities													(14		)	—		(14		)	—
Gain on sale of premises held-for-sale													93			—		93			—
Trust and insurance commissions and annuities income													250			245		463			494
Earnings on bank-owned life insurance													45			66		111			129
Bank-owned life insurance death benefit													1,389			—		1,389			—
Other	198			226			526			553			143			150		284			328
Total noninterest income	1,623			1,637			4,774			4,768			3,094			1,607		4,633			3,151
Noninterest expense
Compensation and benefits	5,330			5,315			16,792			17,021			5,790			5,110		11,112			11,462
Office occupancy and equipment	1,693			1,487			4,914			4,769			1,662			1,599		3,393			3,221
Advertising and public relations	167			144			807			618			274			259		417			640
Information technology	638			707			2,070			2,130			708			679		1,349			1,432
Supplies, telephone, and postage	337			345			1,027			1,018			396			358		729			690
Amortization of intangibles	123			129			374			394			21			122		143			251
Nonperforming asset management	84			89			215			300			51			27		253			131
Operations of other real estate owned	403			243			861			768			135			245		296			458
FDIC insurance premiums	150			238			462			691			104			125		223			312
Other	1,275			1,215			3,551			3,639			1,074			1,083		2,259			2,276
Total noninterest expense	10,200			9,912			31,073			31,348			10,215			9,607		20,174			20,873
Income before income taxes	4,154			4,081			10,501			8,483			5,837			4,144		10,696			6,347
Income tax expense	594			1,573			2,488			3,240			1,207			1,572		2,507			1,894
Net income	$	3,560		$	2,508		$	8,013		$	5,243		$	4,630		$	2,572	$	8,189		$	4,453
Basic earnings per common share	$	0.20		$	0.13		$	0.44		$	0.27		$	0.26		$	0.14	$	0.46		$	0.24
Diluted earnings per common share	$	0.20		$	0.13		$	0.44		$	0.27		$	0.26		$	0.14	$	0.46		$	0.24
Weighted average common shares outstanding	18,139,659			18,788,731			18,368,742			19,114,603			17,633,815			18,330,032		17,781,407			18,485,181
Diluted weighted average common shares outstanding	18,140,109			18,789,054			18,369,170			19,114,918			17,633,815			18,330,455		17,781,407			18,485,597

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) - Unaudited

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 3,560
$ 2,508
$ 8,013
$ 5,243
Unrealized holding gain (loss) arising during the period 16
(13 ) (67 ) (75 )
Tax effect (9 ) 5
22
29
Net of tax 7
(8 ) (45 ) (46 )
Reclassification adjustment for gain included in net income —
—
—
(46 )
Tax effect, included in income tax expense —
—
—
18
Reclassification adjustment for gain included in net income, net of tax —
—
—
(28 )
Other comprehensive income (loss) 7
(8 ) (45 ) (74 )
Comprehensive income $ 3,567
$ 2,500
$ 7,968
$ 5,169



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income	$	4,630		$	2,572		$	8,189		$	4,453
Unrealized holding loss arising during the period	(11		)	(63		)	(124		)	(83		)
Tax effect	3			24			33			31
Net of tax	(8		)	(39		)	(91		)	(52		)
Comprehensive income	$	4,622		$	2,533		$	8,098		$	4,401

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except per share data) - Unaudited


	Common Stock			Additional Paid-in Capital			Retained Earnings			Unearned Employee Stock Ownership Plan Shares			Accumulated Other Comprehen-sive Income			Total
Balance at January 1, 2016	$	203		$	184,797		$	36,114		$	(9,297	)	$	547		$	212,364
Net income	—			—			5,243			—			—			5,243
Other comprehensive loss, net of tax	—			—			—			—			(74		)	(74		)
Repurchase and retirement of common stock (1,026,106 shares)	(10		)	(12,685		)	—			—			—			(12,695		)
Nonvested stock awards-stock-based compensation expense	—			875			—			—			—			875
Cash dividends declared on common stock ($0.15 per share)	—			—			(2,977		)	—			—			(2,977		)
ESOP shares earned	—			198			—			733			—			931
Balance at September 30, 2016	$	193		$	173,185		$	38,380		$	(8,564	)	$	473		$	203,667
																			Common Stock			Additional Paid-in Capital			Retained Earnings			Unearned Employee Stock Ownership Plan Shares			Accumulated Other Comprehen-sive Income			Total
Balance at January 1, 2017	$	192		$	173,047		$	39,483		$	(8,318	)	$	376		$	204,780		$	192		$	173,047		$	39,483		$	(8,318	)	$	376		$	204,780
Net income	—			—			8,013			—			—			8,013			—			—			4,453			—			—			4,453
Other comprehensive loss, net of tax	—			—			—			—			(45		)	(45		)	—			—			—			—			(52		)	(52		)
Net exercise of stock options (198,026 shares)	2			(1,239		)	—			—			—			(1,237		)	2			(1,239		)	—			—			—			(1,237		)
Prepayment of ESOP Share Acquisition Loan	(8		)	(7,185		)	—			8,318			—			1,125			(8		)	(7,185		)				8,318			—			1,125
Repurchase and retirement of common stock (614,673 shares)	(6		)	(9,142		)	—			—			—			(9,148		)
Cash dividends declared on common stock ($0.20 per share)	—			—			(3,710		)	—			—			(3,710		)
Balance at September 30 , 2017	$	180		$	155,481		$	43,786		$	—		$	331		$	199,778
Repurchase and retirement of common stock (448,436 shares)																			(4		)	(6,563		)	—			—			—			(6,567		)
Cash dividends declared on common stock ($0.13 per share)																			—			—			(2,440		)	—			—			(2,440		)
Balance at June 30, 2017																			$	182		$	158,060		$	41,496		$	—		$	324		$	200,062

Balance at January 1, 2018																			$	179		$	153,811		$	43,274		$	—		$	370		$	197,634
Net income																			—			—			8,189			—			—			8,189
Other comprehensive loss, net of tax																			—			—			—			—			(91		)	(91		)
Nonvested stock awards-stock-based compensation expense																			—			6			—			—			—			6
Repurchase and retirement of common stock (497,389 shares)																			(4		)	(8,486		)	—			—			—			(8,490		)
Cash dividends declared on common stock ($0.17 per share)																			—			—			(3,020		)	—			—			(3,020		)
Balance at June 30, 2018																			$	175		$	145,331		$	48,443		$	—		$	279		$	194,228

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - Unaudited


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2018			2017
Cash flows from operating activities
Net income	$	8,013		$	5,243		$	8,189		$	4,453
Adjustments to reconcile to net income to net cash from operating activities
Provision for (recovery of) loan losses	(15		)	300			(235		)	210
Prepayment of ESOP Share Acquisition Loan	1,125			—			—			1,125
ESOP shares earned	—			931
Stock–based compensation expense	—			875			6			—
Depreciation and amortization	2,846			2,815			1,729			1,890
Amortization of premiums and discounts on securities and loans	(72		)	(104		)	4			(91		)
Amortization of core deposit intangible	374			394			143			251
Amortization of servicing assets	86			96			51			59
Net change in net deferred loan origination costs	343			(36		)	90			183
Net gain (loss) on sale of other real estate owned	100			(15		)
Loss on sale of other real estate owned							68			31
Net gain on sale of loans	(70		)	(59		)	—			(60		)
Net gain on sale of securities	—			(46		)
Loss on sale of equity securities							14			—
Gain on sale of premises held-for-sale							(93		)	—
Loans originated for sale	(1,291		)	(1,097		)	—			(1,016		)
Proceeds from sale of loans	1,361			1,156			—			1,076
Other real estate owned valuation adjustments	301			244			26			74
Net change in:
Accrued interest receivable	(188		)	70			(86		)	(107		)
Earnings on bank owned life insurance	(196		)	(151		)	(111		)	(129		)
Other assets	4,027			3,515			2,938			3,317
Accrued interest payable and other liabilities	(1,966		)	(1,279		)	(2,771		)	(2,858		)
Net cash from operating activities	14,778			12,852			9,962			8,408
Cash flows from investing activities
Securities
Proceeds from maturities	49,695			58,577			48,953			29,275
Proceeds from principal repayments	2,461			3,545			1,921			1,732
Proceeds from sales of securities	—			46
Proceeds from sale of equity securities							487			—
Purchases of securities	(43,808		)	(47,423		)	(70,572		)	(33,648		)
Loans receivable
Loan participations sold	3,615			3,023			—			3,615
Principal payments on loans receivable	459,706			366,784			482,893			295,864
Purchase of loans	(23,451		)	—			—			(20,406		)
Proceeds of loan sale	—			14,746
Originated for investment	(465,562		)	(395,087		)	(456,760		)	(304,332		)
Proceeds of redemption of Federal Home Loan Bank of Chicago stock	3,514			—
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock	(154		)	—
Purchase of FHLB and FRB stock							(21		)	(154		)
Redemption of FHLB and FRB stock							—			3,514
Bank-owned life insurance death benefit							4,224			—
Proceeds from sale of premises held-for-sale							5,485			—
Proceeds from sale of other real estate owned	1,966			2,616			1,556			830
Purchase of premises and equipment, net	(906		)	(660		)	(132		)	(507		)
Net cash from (used in) investing activities	(12,924		)	6,167			18,034			(24,217		)

Continued

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BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - Unaudited


	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2018			2017
Cash flows from financing activities
Net change in deposits	$	31,699		$	103,776		$	(44,198	)	$	8,497
Net change in borrowings	9,859			(62,912		)	(9,867		)	(192		)
Net change in advance payments by borrowers for taxes and insurance	(358		)	(3,058		)	2,182			2,652
Repurchase and retirement of common stock	(9,148		)	(12,695		)	(8,490		)	(6,567		)
Cash dividends paid on common stock	(3,710		)	(2,977		)	(3,020		)	(2,440		)
Shares retired for tax liability	(1,219		)	—			—			(1,219		)
Net cash from financing activities	27,123			22,134
Net cash from (used in) financing activities							(63,393		)	731
Net change in cash and cash equivalents	28,977			41,153			(35,397		)	(15,078		)
Beginning cash and cash equivalents	96,684			59,377			127,592			96,684
Ending cash and cash equivalents	$	125,661		$	100,530		$	92,195		$	81,606

Supplemental disclosures of cash flow information:
Interest paid	$	4,269		$	2,704		$	3,687		$	2,668
Income taxes paid	198			182			176			176
Loans transferred to other real estate owned	2,041			215			838			1,936

See accompanying notes to the consolidated financial statements.

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois (the “Company”), is the owner of all of the issued and outstanding capital stock of BankFinancial, ~~National Association~~NA (the “Bank”). The interim unaudited consolidated financial statements include the accounts of and transactions of BankFinancial Corporation, the Bank, and the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BFBFIN Asset Recovery ~~Corporation~~Company, LLC (collectively, “the Company”), and reflect all normal and recurring adjustments that are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. Such adjustments are the only adjustments reflected in the accompanying financial statements. All significant intercompany accounts and transactions have been eliminated. The results of operations for the ~~three- and nine-month periods~~six-month period ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2017.~~2018 or for any other period.

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

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

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

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

Recent Accounting Pronouncements

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

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

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from the change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance isbecame effective for public business entities for fiscal years beginning after December 15, 2017. ~~We have evaluated the impact of adopting the new guidance on the consolidated financial statements. Our finding is that the~~The new pronouncement ~~will~~does not have a significant impact on our Statement of ~~Operations.~~Operations, as we had one equity security that was valued at $499,000 at December 31, 2017 and none at June 30, 2018.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Our preliminary finding is that the new pronouncement will not have a significant impact on our consolidated financial statements as the projected minimum lease payments under existing leases subject to the new pronouncement are less than one percent of our current total assets.

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

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

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

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 - EARNINGS PER SHARE

Amounts reported in earnings per share reflect earnings available to common stockholders for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of unearned BankFinancial, NA Employee Stock Ownership Plan (the "ESOP") shares in 2017 and unvested restricted stock shares. Stock options and restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent that they would have a dilutive effect if converted to common stock.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Net income available to common stockholders	$	3,560		$	2,508		$	8,013		$	5,243		$	4,630		$	2,572		$	8,189		$	4,453
Average common shares outstanding	18,140,599			19,460,022			18,567,796			19,813,088			17,634,190			18,330,972			17,782,063			18,784,934
Less:
Unearned ESOP shares	—			(670,351		)	(198,114		)	(694,655		)	—			—			—			(298,813		)
Unvested restricted stock shares	(940		)	(940		)	(940		)	(3,830		)	(375		)	(940		)	(656		)	(940		)
Weighted average common shares outstanding	18,139,659			18,788,731			18,368,742			19,114,603			17,633,815			18,330,032			17,781,407			18,485,181
Add - Net effect of dilutive unvested restricted stock	450			323			428			315			—			423			—			416
Diluted weighted average common shares outstanding	18,140,109			18,789,054			18,369,170			19,114,918			17,633,815			18,330,455			17,781,407			18,485,597
Basic earnings per common share	$	0.20		$	0.13		$	0.44		$	0.27		$	0.26		$	0.14		$	0.46		$	0.24
Diluted earnings per common share	$	0.20		$	0.13		$	0.44		$	0.27		$	0.26		$	0.14		$	0.46		$	0.24
Number of antidilutive stock options excluded from the diluted earnings per share calculation	—			536,459			—			536,459
Weighted average exercise price of anti-dilutive option shares	$	—		$	12.99		$	—		$	12.99

NOTE 3 - SECURITIES

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


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2017
June 30, 2018
Certificates of deposit										$	96,603	$	—	$	—		$	96,603
Mortgage-backed securities - residential										11,431		429		(49		)	11,811
Collateralized mortgage obligations - residential										4,028		14		(11		)	4,031
SBA-guaranteed loan participation certificates										7		—		—			7
										$	112,069	$	443	$	(60	)	$	112,452
December 31, 2017
Certificates of deposit	$	80,360	$	—	$	—		$	80,360	$	75,916	$	—	$	—		$	75,916
Equity mutual fund	500		2		—			502		500		—		(1		)	499
Mortgage-backed securities - residential	12,645		553		(10		)	13,188		11,969		520		(17		)	12,472
Collateralized mortgage obligations - residential	4,728		14		(17		)	4,725		4,481		16		(11		)	4,486
SBA-guaranteed loan participation certificates	12		—		—			12		10		—		—			10
	$	98,245	$	569	$	(27	)	$	98,787	$	92,876	$	536	$	(29	)	$	93,383
December 31, 2016
Certificates of deposit	$	85,938	$	—	$	—		$	85,938
Equity mutual fund	500		—		(1		)	499
Mortgage-backed securities - residential	14,561		644		(21		)	15,184
Collateralized mortgage obligations - residential	5,587		15		(28		)	5,574
SBA-guaranteed loan participation certificates	17		—		—			17
	$	106,603	$	659	$	(50	)	$	107,212

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 3 - SECURITIES (continued)

The mortgage-backed securities and collateralized mortgage obligations reflected in the preceding table were issued by U.S. government-sponsored entities or agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the government has affirmed its commitment to support. All securities reflected in the preceding table were classified as available-for-sale at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

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


	September 30, 2017				June 30, 2018
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	80,360	$	80,360	$	96,603	$	96,603
Equity mutual fund	500		502
Mortgage-backed securities - residential	12,645		13,188		11,431		11,811
Collateralized mortgage obligations - residential	4,728		4,725		4,028		4,031
SBA-guaranteed loan participation certificates	12		12		7		7
	$	98,245	$	98,787	$	112,069	$	112,452

~~Sales of securities were as follows:~~


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016		2017		2016		2018			2017		2018			2017
Proceeds	$	—	$	—	$	—	$	46	$	487		$	—	$	487		$	—
Gross gains	—		—		—		46		—			—		—			—
Gross losses									(14		)	—		(14		)	—

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


	Less than 12 Months					12 Months or More					Total					Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
September 30, 2017
June 30, 2018
Mortgage-backed securities - residential	$	1,182	$	(10	)	$	—	$	—		$	1,182	$	(10	)	$	—	$	—		$	1,097	$	(49	)	$	1,097	$	(49	)
Collateralized mortgage obligations - residential	—		—			3,270		(17		)	3,270		(17		)	—		—			1,890		(11		)	1,890		(11		)
	$	1,182	$	(10	)	$	3,270	$	(17	)	$	4,452	$	(27	)	$	—	$	—		$	2,987	$	(60	)	$	2,987	$	(60	)

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

The Company evaluates marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a marketable security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 3 - SECURITIES (continued)

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

Certain mortgage-backed securities and collateralized mortgage obligations that the Company holds in its investment portfolio were in an unrealized loss position at ~~September~~June 30, ~~2017,~~2018, but the unrealized losses were not considered significant under the Company’s impairment testing methodology. In addition, the Company does not intend to sell these securities, and it is likely that the Company will not be required to sell these securities before their anticipated recovery occurs.

NOTE 4 - ~~LOANS~~LOAN RECEIVABLE

Loans receivable are as follows:


	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
One-to-four family residential real estate	$	105,186		$	135,218		$	84,048		$	97,814
Multi-family mortgage	576,425			542,887			571,886			588,383
Nonresidential real estate	176,301			182,152			155,627			169,971
Construction and land	2,827			1,302			1,316			1,358
Commercial loans	147,079			103,063			163,925			152,552
Commercial leases	333,120			352,539			316,555			310,076
Consumer	1,747			2,255			1,469			1,597
	1,342,685			1,319,416			1,294,826			1,321,751
Net deferred loan origination costs	1,320			1,663			1,176			1,266
Allowance for loan losses	(8,374		)	(8,127		)	(8,179		)	(8,366		)
Loans, net	$	1,335,631		$	1,312,952		$	1,287,823		$	1,314,651

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


	Allowance for loan losses						Loan Balances							Allowance for loan losses						Loan Balances
	Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total			Individually evaluated for impairment		Collectively evaluated for impairment		Total		Individually evaluated for impairment		Collectively evaluated for impairment		Total
September 30, 2017
June 30, 2018
One-to-four family residential real estate	$	—	$	812	$	812	$	4,616	$	100,570	$	105,186		$	—	$	802	$	802	$	3,514	$	80,534	$	84,048
Multi-family mortgage	—		3,872		3,872		959		575,466		576,425			—		3,690		3,690		668		571,218		571,886
Nonresidential real estate	—		1,590		1,590		—		176,301		176,301			—		1,452		1,452		—		155,627		155,627
Construction and land	—		68		68		—		2,827		2,827			—		32		32		—		1,316		1,316
Commercial loans	—		1,241		1,241		—		147,079		147,079			—		1,444		1,444		—		163,925		163,925
Commercial leases	—		769		769		—		333,120		333,120			—		746		746		—		316,555		316,555
Consumer	—		22		22		—		1,747		1,747			—		13		13		—		1,469		1,469
	$	—	$	8,374	$	8,374	$	5,575	$	1,337,110	1,342,685			$	—	$	8,179	$	8,179	$	4,182	$	1,290,644	1,294,826
Net deferred loan origination costs	Net deferred loan origination costs										1,320			Net deferred loan origination costs										1,176
Allowance for loan losses	Allowance for loan losses										(8,374		)	Allowance for loan losses										(8,179		)
Loans, net											$	1,335,631												$	1,287,823

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)


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

Activity in the allowance for loan losses is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Beginning balance	$	8,122		$	8,915		$	8,127		$	9,691		$	8,341		$	7,971		$	8,366		$	8,127
Loans charged off:
One-to-four family residential real estate	(89		)	(102		)	(282		)	(509		)	(33		)	(22		)	(130		)	(193		)
Multi-family mortgage	(7		)	—			(10		)	(51		)	(35		)	—			(35		)	(3		)
Nonresidential real estate	—			(55		)	(165		)	(1,715		)	—			—			—			(165		)
Commercial loans													(140		)	—			(140		)	—
Consumer	(7		)	(6		)	(7		)	(24		)	(1		)	—			(1		)	—
	(103		)	(163		)	(464		)	(2,299		)	(209		)	(22		)	(306		)	(361		)
Recoveries:
One-to-four family residential real estate	15			5			100			92			6			79			105			85
Multi-family mortgage	11			10			62			156			10			40			18			51
Nonresidential real estate	10			39			10			200
Construction and land	—			—			—			35
Commercial loans	542			45			552			150			2			5			225			10
Commercial leases	2			7			2			7			5			—			5			—
Consumer	—			1			—			2			1			—			1			—
	580			107			726			642			24			124			354			146
Net recoveries (charge-offs)	477			(56		)	262			(1,657		)	(185		)	102			48			(215		)
Provision for (recovery of) loan losses	(225		)	(525		)	(15		)	300			23			49			(235		)	210
Ending balance	$	8,374		$	8,334		$	8,374		$	8,334		$	8,179		$	8,122		$	8,179		$	8,122

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

Impaired loans

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

Loan principal balance

Less unapplied payments

Plus negative unapplied balance

Less escrow balance

Plus negative escrow balance

Plus unamortized net deferred loan costs

Less unamortized net deferred loan fees

Plus unamortized premium

Less unamortized discount

Less previous charge-offs

Plus recorded accrued interest

Less reserve for uncollected interest

= Recorded investment

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


									Three months ended September 30, 2017				Nine months ended September 30, 2017												Three months ended June 30, 2018				Six months ended June 30, 2018
	Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Loan Balance		Recorded Investment		Partial Charge-off		Allowance for Loan Losses Allocated		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized
September 30, 2017
June 30, 2018
With no related allowance recorded:
One-to-four family residential real estate	$	4,980	$	4,031	$	966	$	—	$	4,100	$	14	$	4,251	$	51	$	4,105	$	3,455	$	650	$	—	$	3,558	$	12	$	3,812	$	24
One-to-four family residential real estate - non-owner occupied	571		576		19		—		557		—		594		—		86		46		42		—		35		—		137		—
Multi-family mortgage - Illinois	965		961		—		—		965		10		815		31		668		666		—		—		877		9		909		20
	$	6,516	$	5,568	$	985	$	—	$	5,622	$	24	$	5,660	$	82	$	4,859	$	4,167	$	692	$	—	$	4,470	$	21	$	4,858	$	44

Year ended
December 31, 2016

Loan
Balance

Recorded
Investment
Partial Charge-off
Allowance
for Loan
Losses
Allocated

Average
Investment
in Impaired
Loans

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



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

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

Nonaccrual Loans

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


	Loan Balance		Recorded Investment		Loans Past Due Over 90 Days, Still Accruing		Loan Balance		Recorded Investment		Loans Past Due Over 90 Days, Still Accruing
September 30, 2017
June 30, 2018
One-to-four family residential real estate							$	2,800	$	1,491	$	—
One-to-four family residential real estate – non-owner occupied							262		47		—
Multi-family mortgage - Illinois							96		92		—
Consumer							6		6		—
							$	3,164	$	1,636	$	—
December 31, 2017
One-to-four family residential real estate	$	3,392	$	1,658	$	—	$	3,413	$	1,918	$	—
One-to-four family residential real estate – non-owner occupied	751		576		—		308		109		—
Multi-family mortgage - Illinois	378		371		—		376		363		—
	$	4,521	$	2,605	$	—	$	4,097	$	2,390	$	—
December 31, 2016
One-to-four family residential real estate	$	2,861	$	2,483	$	—
One-to-four family residential real estate – non-owner occupied	428		368		—
Multi-family mortgage - Illinois	187		185		—
Nonresidential real estate	262		260		—
	$	3,738	$	3,296	$	—

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

The Company’s reserve for uncollected loan interest was $~~250,000~~50,000 and ~~$199,000~~$103,000 at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. When a loan is on nonaccrual status and the ultimate collectability of the total principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. Alternatively, when a loan is on non-accrual status but there is doubt concerning only the ultimate collectability of interest, contractual interest is credited to interest income only when received, under the cash basis method pursuant to the provisions of FASB ASC 310–10, as applicable. In all cases, the average balances are calculated based on the month–end balances of the financing receivables within the period reported pursuant to the provisions of FASB ASC 310–10, as applicable.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

Past Due Loans

The following tables present the aging of the recorded investment of loans at ~~September~~June 30, ~~2017~~2018 by class of loans:


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total		30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
One-to-four family residential real estate loans	$	94	$	749	$	1,655	$	2,498	$	79,800	$	82,298	$	153	$	629	$	1,491	$	2,273	$	64,325	$	66,598
One-to-four family residential real estate loans – non-owner occupied	12		3		577		592		22,321		22,913		8		43		47		98		16,831		16,929
Multi-family mortgage - Illinois	—		—		371		371		288,508		288,879		—		—		—		—		267,915		267,915
Multi-family mortgage - Other	—		—		—		—		281,887		281,887		—		—		—		—		296,921		296,921
Nonresidential real estate	—		—		—		—		174,724		174,724		—		—		—		—		152,781		152,781
Construction	—		—		—		—		2,548		2,548		—		—		—		—		1,090		1,090
Land	—		—		—		—		281		281		—		—		—		—		228		228
Commercial loans:
Regional commercial banking	—		—		—		—		40,315		40,315		—		—		—		—		46,281		46,281
Health care	—		—		—		—		72,685		72,685		—		—		—		—		68,672		68,672
Direct commercial lessor	275		369		—		644		33,787		34,431		—		—		—		—		49,369		49,369
Commercial leases:
Investment rated commercial leases	—		2,225		—		2,225		230,009		232,234		81		—		—		81		198,882		198,963
Other commercial leases	—		—		—		—		102,698		102,698		—		—		—		—		119,416		119,416
Consumer	—		—		—		—		1,754		1,754		49		1		6		56		1,422		1,478
	$	381	$	3,346	$	2,603	$	6,330	$	1,331,317	$	1,337,647	$	291	$	673	$	1,544	$	2,508	$	1,284,133	$	1,286,641

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

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


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total		30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
One-to-four family residential real estate loans	$	984	$	335	$	2,235	$	3,554	$	92,665	$	96,219	$	86	$	99	$	1,801	$	1,986	$	74,216	$	76,202
One-to-four family residential real estate loans – non-owner occupied	664		114		368		1,146		37,179		38,325		10		3		86		99		20,944		21,043
Multi-family mortgage - Illinois	605		439		184		1,228		294,223		295,451		172		—		364		536		287,171		287,707
Multi-family mortgage - Other	—		—		—		—		243,944		243,944		—		—		—		—		296,440		296,440
Nonresidential real estate	—		—		260		260		178,644		178,904		608		—		—		608		166,071		166,679
Construction	—		—		—		—		950		950		—		—		—		—		1,103		1,103
Land	—		—		—		—		349		349		—		—		—		—		259		259
Commercial loans:
Regional commercial banking	—		—		—		—		26,480		26,480		—		—		—		—		40,935		40,935
Health care	—		—		—		—		41,086		41,086		—		—		—		—		71,738		71,738
Direct commercial lessor	—		—		—		—		31,847		31,847		—		—		—		—		40,237		40,237
Commercial leases:
Investment rated commercial leases	51		—		—		51		273,405		273,456		934		—		—		934		207,747		208,681
Other commercial leases	—		—		—		—		84,988		84,988		288		—		—		288		102,873		103,161
Consumer	—		—		—		—		2,263		2,263		—		—		—		—		1,605		1,605
	$	2,304	$	888	$	3,047	$	6,239	$	1,308,023	$	1,314,262	$	2,098	$	102	$	2,251	$	4,451	$	1,311,339	$	1,315,790

Troubled Debt Restructurings

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

The Company had $17,000 of TDRs at ~~September~~June 30, ~~2017, compared to $341,000 at~~2018 and December 31, ~~2016.~~2017. No specific valuation reserves were allocated to those loans at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017. The Company had no outstanding commitments to borrowers whose loans were classified as TDRs at either date.

The following table presents loans classified as TDRs:

September 30, 2017 December 31, 2016
One-to-four family residential real estate $ —
$ 205
Troubled debt restructured loans – accrual loans —
205
One-to-four family residential real estate 17
136
Troubled debt restructured loans – nonaccrual loans 17
136
Total troubled debt restructured loans $ 17
$ 341



	June 30, 2018		December 31, 2017
One-to-four family residential real estate - nonaccrual	$	17	$	17

During the ~~nine~~three and six months ended ~~September~~June 30, 2018 and 2017, there were no loans modified and classified as TDRs. ~~During~~

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

There were no payment defaults on TDRs within twelve months following the modification during the three and six months ended ~~September~~June 30, ~~2016, the terms of certain loans were modified~~2018 and ~~classified as TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity~~2017.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

~~date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.~~

~~The following tables present TDR activity:~~

For the Nine Months Ended September 30,
2017 2016

Number
of loans

Pre-
Modification
outstanding
recorded
investment

Post-
Modification
outstanding
recorded
investment

Number
of loans

Pre-
Modification
outstanding
recorded
investment

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

Due to
reduction in
interest rate Due to
extension of
maturity date Due to
permanent
reduction in
recorded
investment Total

For the Nine Months Ended September 30, 2016
One-to-four family residential real estate $ —
$ 63
$ —
$ 63

The TDRs described above had no impact on interest income, resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs for the nine months ended September 30, 2016.

~~The following table presents TDRs for which there was a payment default during the nine months ended September 30, 2017 and 2016 within twelve months following the modification.~~

2017 2016

Number
of loans

Recorded
investment

Number
of loans

Recorded
investment
One-to-four family residential real estate 1
$ 17
2
$ 87

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

The TDRs for which there was a payment default resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs during the nine months ended September 30, 2017 and 2016.

There were ~~certain other~~no loan modifications during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018. There were certain loan modifications during the three and ~~2016~~six months ended June 30, 2017 that did not meet the definition of a TDR. These loans had a total recorded investment of ~~$149,000 and $615,000~~$133,000 at ~~September~~June 30, ~~2017 and 2016, respectively.~~2017. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.

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

Credit Quality Indicators

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

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

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

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

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

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

~~As of September 30, 2017, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:~~

Pass
Special
Mention
Substandard Nonaccrual Total
One-to-four family residential real estate loans $ 80,401
$ —
$ 257
$ 1,653
$ 82,311
One-to-four family residential real estate loans – non-owner occupied 22,258
—
40
577
22,875
Multi-family mortgage loans - Illinois 289,175
—
480
372
290,027
Multi-family mortgage loans - Other 286,398
—
—
—
286,398
Nonresidential real estate loans 176,139
—
162
—
176,301
Construction loans 2,543
—
—
—
2,543
Land loans 284
—
—
—
284
Commercial loans:
Regional commercial banking 40,251
—
—
—
40,251
Health care 71,633
—
982
—
72,615
Direct commercial lessor 34,213
—
—
—
34,213
Commercial leases:

Investment rated commercial leases 230,931
—
—
—
230,931
Other commercial leases 102,189
—
—
—
102,189
Consumer 1,747
—
—
—
1,747

$ 1,338,162
$ —
$ 1,921
$ 2,602
$ 1,342,685

1817

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

As of June 30, 2018, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:



	Pass		Special Mention		Substandard		Nonaccrual		Total
One-to-four family residential real estate loans	$	65,236	$	—	$	257	$	1,489	$	66,982
One-to-four family residential real estate loans – non-owner occupied	16,982		—		38		46		17,066
Multi-family mortgage loans - Illinois	270,910		—		218		96		271,224
Multi-family mortgage loans - Other	300,662		—		—		—		300,662
Nonresidential real estate loans	155,527		—		100		—		155,627
Construction loans	1,086		—		—		—		1,086
Land loans	230		—		—		—		230
Commercial loans:
Regional commercial banking	37,052		9,251		—		—		46,303
Health care	64,804		—		3,820		—		68,624
Direct commercial lessor	48,998		—		—		—		48,998
Commercial leases:
Investment rated commercial leases	197,746		—		—		—		197,746
Other commercial leases	118,809		—		—		—		118,809
Consumer	1,463		—		1		5		1,469
	$	1,279,505	$	9,251	$	4,434	$	1,636	$	1,294,826

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


	Pass		Special Mention		Substandard		Nonaccrual		Total		Pass		Special Mention		Substandard		Nonaccrual		Total
One-to-four family residential real estate loans	$	93,514	$	—	$	629	$	2,486	$	96,629	$	74,437	$	—	$	255	$	1,914	$	76,606
One-to-four family residential real estate loans – non-owner occupied	38,179		—		41		369		38,589		21,059		—		40		109		21,208
Multi-family mortgage loans - Illinois	297,826		122		1,048		187		299,183		290,765		—		225		368		291,358
Multi-family mortgage loans - Other	243,704		—		—		—		243,704		297,025		—		—		—		297,025
Nonresidential real estate loans	180,047		—		1,845		260		182,152		169,817		—		154		—		169,971
Construction loans	946		—		—		—		946		1,099		—		—		—		1,099
Land loans	356		—		—		—		356		259		—		—		—		259
Commercial loans:
Regional commercial banking	26,365		—		66		—		26,431		36,373		4,528		—		—		40,901
Health care	41,001		—		—		—		41,001		69,480		—		2,248		—		71,728
Direct commercial lessor	30,881		800		—		—		31,681		39,923		—		—		—		39,923
Commercial leases:
Investment rated commercial leases	271,972		—		—		—		271,972		207,460		—		—		—		207,460
Other commercial leases	84,356		161		—		—		84,517		102,616		—		—		—		102,616
Consumer	2,255		—		—		—		2,255		1,597		—		—		—		1,597
	$	1,311,402	$	1,083	$	3,629	$	3,302	$	1,319,416	$	1,311,910	$	4,528	$	2,922	$	2,391	$	1,321,751

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - OTHER REAL ESTATE OWNED

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


	September 30, 2017							December 31, 2016							June 30, 2018							December 31, 2017
	Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance		Balance		Valuation Allowance			Net OREO Balance
One–to–four family residential	$	1,955	$	(207	)	$	1,748	$	1,702	$	(137	)	$	1,565	$	833	$	—		$	833	$	836	$	(9	)	$	827
Multi-family mortgage	—		—			—		370		—			370		276		—			276		—		—			—
Nonresidential real estate	1,772		(221		)	1,551		1,171		(105		)	1,066		74		—			74		1,772		(252		)	1,520
Land	314		(44		)	270		1,101		(207		)	894		48		(44		)	4		48		(44		)	4
	$	4,041	$	(472	)	$	3,569	$	4,344	$	(449	)	$	3,895	$	1,231	$	(44	)	$	1,187	$	2,656	$	(305	)	$	2,351

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



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
Beginning balance	$	1,802		$	5,301		$	2,351		$	3,895
New foreclosed properties	276			—			838			1,936
Valuation adjustments	(1		)	(54		)	(26		)	(74		)
Sales and payments	(890		)	(351		)	(1,976		)	(861		)
Ending balance	$	1,187		$	4,896		$	1,187		$	4,896

Activity in the valuation allowance is as follows:



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
Beginning balance	$	321		$	410		$	305		$	449
Additions charged to expense	1			54			26			74
Reductions from sales of OREO	(278		)	(156		)	(287		)	(215		)
Ending balance	$	44		$	308		$	44		$	308

At June 30, 2018, the balance of OREO included no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At December 31, 2017 the balance of OREO included $352,000 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At June 30, 2018 and December 31, 2017, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $1.2 million and $1.5 million, respectively.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2017 2016 2017 2016
Beginning balance $ 4,896
$ 5,373
$ 3,895
$ 7,011
New foreclosed properties 105
94
2,041
215
Valuation adjustments (227 ) (115 ) (301 ) (244 )
Sales and Payments (1,205 ) (971 ) (2,066 ) (2,601 )
Ending balance $ 3,569
$ 4,381
$ 3,569
$ 4,381

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2017 2016 2017 2016
Beginning balance $ 308
$ 664
$ 449
$ 1,042
Additions charged to expense 227
115
301
244
Reductions from sales of other real estate owned (63 ) (170 ) (278 ) (677 )
Ending balance $ 472
$ 609
$ 472
$ 609

At September 30, 2017 and December 31, 2016, the balance of OREO included no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At September 30, 2017 and December 31, 2016, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds were in process was $1.4 million and $1.6 million, respectively.

NOTE 6 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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


		Overnight and Continuous		Up to 30 days		30 - 90 days		Greater Than 90 days		Total			Overnight and Continuous		Up to 30 days		30 - 90 days		Greater Than 90 days		Total
September 30, 2017
June 30, 2018
Repurchase agreements and repurchase-to-maturity transactions		$	928	$	—	$	—	$	—	$	928		$	901	$	—	$	—	$	—	$	901
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	928	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	901

December 31, 2016
December 31, 2017
Repurchase agreements and repurchase-to-maturity transactions		$	1,069	$	—	$	—	$	—	$	1,069		$	768	$	—	$	—	$	—	$	768
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	1,069	Gross amount of recognized liabilities for repurchase agreements in Statement of Condition									$	768

Securities sold under agreements to repurchase were secured by mortgage-backed securities with a carrying amount of ~~$4.0~~$3.2 million and ~~$4.7~~$3.7 million at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Also included in total borrowings were advances from the ~~FHLBC~~FHLB of ~~$60.0~~$50.0 million at ~~September~~June 30, ~~2017~~2018 and ~~$50.0~~$60.0 million at December 31, ~~2016, respectively.~~2017.

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

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~NOTE 7 – EMPLOYEE BENEFIT PLAN~~

~~Employee Stock Ownership Plan~~. On March 29, 2017, the ESOP was terminated and the ESOP repaid all amounts owing under the ESOP’s Term Loan Agreement with the Company (the “Share Acquisition Loan”). The ESOP repaid the Share Acquisition Loan by transferring 753,490 unallocated shares of the Company’s common stock to the Company in exchange for the full satisfaction of the Share Acquisition Loan, using the valuation method provided for in the ESOP. A total of 78,362 unallocated shares remained in the ESOP after the Share Acquisition Loan was repaid, and these shares were released and will be allocated to the accounts of eligible ESOP participants who were actively employed by the Bank as of March 29, 2017, based on their account balances, subject to the receipt of a favorable IRS determination letter. These transactions resulted in the recording of one-time, non-cash, non-tax deductible equity compensation expense of $1.1 million in the first quarter of 2017. The Share Acquisition Loan had no outstanding principal balance at September 30, 2017 and an outstanding principal balance of $10.8 million at December 31, 2016.

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

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

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

September 30, 2017 December 31, 2016
Allocated to participants 1,203,810
1,125,448
Distributed to participants (317,914 ) (313,223 )
Unearned —
831,852
Total ESOP shares 885,896
1,644,077
Fair value of unearned shares $ —
$ 12,328

NOTE ~~8 – EQUITY INCENTIVE PLAN~~

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

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

As of December 31, 2016, there were 1,752,156 stock options outstanding. The Company recognized $979,000 of equity-based compensation expense relating to the granting of stock options for the year ended December 31, 2016. There was no equity-based compensation expense for the nine months ended September 30, 2017. A summary of the activity in the stock option plan for 2017 and 2016 follows:

Stock Options
Number of
Shares

Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Term
(in years)

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

Stock options exercised —
—

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

Stock options exercised (1,752,156 ) 12.30

Stock options outstanding at September 30, 2017 —
$ —
0 $ —


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

During the nine months ended September 30, 2017, 1,752,156 stock options were exercised. All stock options were exercised on a net settlement basis, using a portion of the shares obtained upon exercise to pay the exercise price of the stock option. The net settlements resulted in the issuance of 280,554 shares of the Company's common stock. Certain employees also chose to use a portion of the net shares received upon the exercise to pay required tax withholdings. This reduced the net shares issued by 82,528 shares to 198,026 shares.

~~NOTE 9~~7 – FAIR VALUE

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

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

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

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

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

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

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 7 - FAIR VALUE (continued)

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

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


	Fair Value Measurements Using								Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
September 30, 2017
June 30, 2018
Securities:
Certificates of deposit	$	—	$	80,360	$	—	$	80,360	$	—	$	96,603	$	—	$	96,603
Equity mutual fund	502		—		—		502
Mortgage-backed securities – residential	—		13,188		—		13,188		—		11,811		—		11,811
Collateralized mortgage obligations – residential	—		4,725		—		4,725		—		4,031		—		4,031
SBA-guaranteed loan participation certificates	—		12		—		12		—		7		—		7
	$	502	$	98,285	$	—	$	98,787	$	—	$	112,452	$	—	$	112,452
December 31, 2016
December 31, 2017
Securities:
Certificates of deposit	$	—	$	85,938	$	—	$	85,938	$	—	$	75,916	$	—	$	75,916
Equity mutual fund	499		—		—		499		499		—		—		499
Mortgage-backed securities - residential	—		15,184		—		15,184		—		12,472		—		12,472
Collateralized mortgage obligations – residential	—		5,574		—		5,574		—		4,486		—		4,486
SBA-guaranteed loan participation certificates	—		17		—		17		—		10		—		10
	$	499	$	106,713	$	—	$	107,212	$	499	$	92,884	$	—	$	93,383

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



	Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
December 31, 2017
Other real estate owned:
One-to-four family residential real estate	$	—	$	—	$	102	$	102
Nonresidential real estate	—		—		814		814
	$	—	$	—	$	916	$	916

2321

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 97 - FAIR VALUE (continued)

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

Fair Value Measurement Using

Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Fair
Value
September 30, 2017
Other real estate owned:
One-to-four family residential real estate $ —
$ —
$ 1,421
$ 1,421
Nonresidential real estate —
—
844
844
$ —
$ —
$ 2,265
$ 2,265

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

At ~~September~~June 30, 2018 and December 31, 2017 there were no impaired loans that were measured for impairment using the fair value of the collateral for collateral–dependent loans and which had specific valuation allowances, compared to one impaired loan with a carrying amount of $260,000 and having specific valuation allowance of $26,000 at December 31, 2016. The decrease in the valuation allowance resulted in a decrease in the provision for loan losses of ~~$26,000~~ ~~for the nine months ended September~~allowances.

At June 30, ~~2017. There was a decrease in the provision for loan losses of $5,000 for the nine months ended September 30, 2016.~~

2018 OREO, which is carried at the lower of cost or fair value less costs to sell, had no properties with a current year valuation allowance, compared to a carrying value of ~~$2.7~~$1.2 million less a valuation allowance of ~~$429,000,~~$261,000, or ~~$2.3 million, at September 30, 2017, compared to a carrying value of $2.3 million less a valuation allowance of $434,000, or $1.9 million,~~$916,000, at December 31, ~~2016.~~2017. There were ~~$301,000~~$26,000 and $74,000 of valuation adjustments of OREO recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2017. There were $244,000~~2018 and 2017, respectively.

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



	Fair Value		Valuation Technique(s)	Significant Unobservable Input(s)	Range (Weighted Average)
December 31, 2017
Other real estate owned
One-to-four family residential real estate	$	102	Sales comparison	Discount applied to valuation	5.6%
Nonresidential real estate	814		Sales comparison	Comparison between sales and income approaches	-3.66% to 15.22% (11.0%)
	$	916

The carrying amount and estimated fair value of ~~valuation adjustments of OREO recorded for the nine months ended September 30, 2016.~~financial instruments are as follows:



			Fair Value Measurements at June 30, 2018 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	92,195	$	11,738	$	80,457	$	—	$	92,195
Securities	112,452		—		112,452		—		112,452
Loans receivable, net of allowance for loan losses	1,287,823		—		—		1,287,031		1,287,031
FHLB and FRB stock	8,311		—		—		—		N/A
Accrued interest receivable	4,705		—		4,705		—		4,705
Financial liabilities
Noninterest-bearing demand deposits	$	229,717	$	—	$	229,717	$	—	$	229,717
NOW and money market accounts	563,096		—		563,096		—		563,096
Savings deposits	158,731		—		158,731		—		158,731
Certificates of deposit	344,309		—		341,648		—		341,648
Borrowings	50,901		—		50,828		—		50,828
Accrued interest payable	226		—		226		—		226

2422

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BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 97 - FAIR VALUE (continued)

Fair Value
Valuation
Technique(s)

Significant Unobservable
Input(s)

Range
(Weighted
Average)
Other real estate owned:
One-to-four family residential real estate $ 1,421
Sales comparison Discount applied to valuation
5.6% - 6.6%
(6.5%)
Nonresidential real estate loans $ 844
Sales comparison Comparison between sales and income approaches -3.66% - 15.22%
(10.9%)
Other real estate owned $ 2,265

Fair Value
Valuation
Technique(s)

Significant Unobservable
Input(s)

Range
(Weighted
Average)
Impaired loans
Nonresidential real estate $ 234
Sales comparison Comparison between sales and income approaches -10.2%
Income approach Cap Rate 8.5%
$ 234

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

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

Fair Value Measurements at
September 30, 2017 Using:

Carrying
Amount
Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents $ 125,661
$ 10,620
$ 115,041
$ —
$ 125,661
Securities 98,787
502
98,285
—
98,787
Loans receivable, net of allowance for loan losses 1,335,631
—
1,340,957
—
1,340,957
FHLBC and FRB stock 8,290
—
—
—
N/A
Accrued interest receivable 4,569
—
4,569
—
4,569
Financial liabilities
Noninterest-bearing demand deposits $ 231,049
$ —
$ 231,049
$ —
$ 231,049
Savings deposits 158,696
—
158,696
—
158,696
NOW and money market accounts 585,316
—
585,316
—
585,316
Certificates of deposit 396,028
—
394,888
—
394,888
Borrowings 60,928
—
60,932
—
60,932
Accrued interest payable 180
—
180
—
180


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

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

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

Loans: At June 30, 2018, the exit price observations are obtained from an independent third-party using its proprietary valuation model and methodology and may not reflect actual or prospective market valuations. The valuation is based on the probability of default, loss given default, recovery delay, prepayment, and discount rate assumptions. The new methodology is a result of the adoption of ASU 2016-01.

At December 31, 2017, the estimated fair value for loans has been determined by calculating the present value of future cash flows based on the current rate the Company would charge for similar loans with similar maturities, applied for an estimated time period until the loan is assumed to be repriced or repaid.

~~Table~~ The methods utilized to estimate fair value of ~~Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

loans do not necessarily represent an exit price.

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

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

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

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

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

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

While the above estimates are based on management’s judgment of the most appropriate factors, as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets were disposed of or the liabilities settled at

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 7 - FAIR VALUE (continued)

that date, since market values may differ depending on the various circumstances. The estimated fair values would also not apply to subsequent dates.

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

NOTE 8 – REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company's revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following table presents the Company's sources of noninterest income. Items outside of the scope of the ASC 606 are noted as such.



	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Deposit service charges and fees	$	989		$	996	$	1,967		$	1,946
Loan fee income ⁽¹⁾	90			63		160			123
Commercial mortgage brokerage fees ⁽¹⁾	85			—		126			—
Residential mortgage banking fees ⁽¹⁾	24			87		54			131
Loss on sales of equity securities ⁽¹⁾	(14		)	—		(14		)	—
Gain on sale of premises held-for-sale	93			—		93			—
Trust and insurance commissions and annuities income	250			245		463			494
Earnings on bank owned life insurance ⁽¹⁾	45			66		111			129
Bank-owned life insurance death benefit ⁽¹⁾	1,389			—		1,389			—
Other ⁽¹⁾	143			150		284			328
Total noninterest income	$	3,094		$	1,607	$	4,633		$	3,151

(1) Not within the scope of ASC 606

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

Deposit service charges and fees:The Company earns fees from its deposit customers based on specific types of transactions, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Interchange income: The Company earns interchange fees from debit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange income for the six months ended June 30, 2018 and 2017 was $755,000 and $703,000, respectively. Interchange income for the three months ended June 30, 2018 and 2017 was $394,000 and $353,000, respectively. Interchange income is included in deposit service charges and fees.

Gain on sale of premises held-for-sale: On April 23, 2018, the Bank sold its office building located at 15W060 North Frontage Road, Burr Ridge, Illinois. The sale was to a unrelated party and title was transfered at closing. As such, the transaction constituted a sale and a net gain was recorded in the second quarter of 2018.

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

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 8 – REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)

Gains/losses on sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. OREO sales for the six months ended June 30, 2018 and June 30, 2017 were not financed by the Bank.


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

Cautionary Statement Regarding Forward-Looking Information

Forward Looking Statements

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

Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or future prospects include, but are not limited to: (i) less than anticipated loan growth due to intense competition for high quality loans and leases, particularly in terms of pricing and credit underwriting, or a dearth of borrowers who meet our underwriting standards; (ii) the impact of re-pricing and competitors’ pricing initiatives on loan and deposit products; (iii) interest rate movements and their impact on the economy, customer behavior and our net interest margin; (iv) adverse economic conditions in general, in the Chicago metropolitan area in particular and in other market areas where we operate that could result in increased delinquencies in our loan portfolio or a decline in the value of our investment securities and the collateral for our loans; (v) declines in real estate values that adversely impact the value of our loan collateral, OREO, asset dispositions and the level of borrower equity in their investments; (vi) borrowers that experience legal or financial difficulties that we do not currently foresee; (vii) results of supervisory monitoring or examinations by regulatory authorities, including the possibility that a regulatory authority could, among other things, require us to increase our allowance for loan losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific capital levels; (viii) changes,

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disruptions or illiquidity in national or global financial markets; (ix) the credit risks of lending activities, including risks that could cause changes in the level and direction of loan delinquencies and charge-offs or changes in estimates relating to the computation of our allowance for loan losses; (x) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi) factors affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii) the impact of new legislation or regulatory changes, ~~including the Dodd-Frank Act and Basel III,~~ on our products, services, operations and operating expenses; (xiii) higher federal deposit insurance premiums; (xiv) higher than expected overhead, infrastructure and compliance costs; (xv) changes in accounting principles, policies or guidelines; and (xvi) privacy and cybersecurity risks, including the risks of business interruption and the compromise of confidential customer information resulting from intrusions.

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

Critical Accounting Policies

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

Overview

Total loans ~~remained stable in the third quarter of 2017~~increased as ~~strong~~stronger originations in commercial leasing and ~~industrial~~commercial lending offset continued elevated payoffs for multi-family loans, ~~and multi-family~~commercial real estate loans ~~were offset by higher than expected payoffs in commercial leases~~ and ~~investor one-to-four family~~ residential loans. Total commercial and industrial loans and leases increased by ~~14%~~7% during the second quarter of 2018, notwithstanding continued volatility in commercial line of credit usage during the quarter. Based on ~~a linked-quarter basis consistent with our recent conversion to a national bank charter. We~~29% growth in total available commercial line of credit commitments in the first half of 2018, we expect continued growth in commercial and industrial loan originations, ~~and multi-family lending consistent~~ with ~~previous quarters and a resumption of growth~~more modest activity in commercial lease ~~originations in the last quarter of 2017.~~

~~We recorded a decrease to our provision for~~and multi-family loan ~~losses~~originations in the third quarter of ~~2017, as recoveries on previously-charged off loans exceeded~~2018. We also expect continued volatility in commercial line utilization during the ~~additional loan loss provision required due to growth~~third quarter of 2018, with a gradual net improvement in ~~commercial-related loan balances.~~ the fourth quarter of 2018.

Based on the current loan portfolio composition and activity, we expect net interest margin to ~~trend towards 3.30% during~~be within a range of 3.40% to 3.60% in the third and fourth ~~quarter~~quarters of ~~2017, without regard to any further Federal Reserve rate increases.~~2018, depending on loan growth and balance composition, and deposit portfolio composition and local market conditions for deposits.

Non-interest income increased ~~modestly due primarily to higher deposit-account related~~in deposit account-related fee income, loan fee income, commercial mortgage banking income and ~~other~~trust income. ~~Additional growth~~We also recorded income due to benefits paid under our bank-owned life insurance policy investment. Growth in commercial and industrial lending, together with new product development within commercial leasing, multi-family/commercial real estate and trust operations, may contribute to further ~~increases~~growth in non-interest income in future quarters.

Non-interest expense increased due to ~~increased incentive compensation~~the payment of $177,000 in special 401(k) contributions to certain qualifying associates related to ~~loan originations,~~the Tax Cuts and ~~increased occupancy expenses primarily related to real estate tax expenses. The growth within multi-family lending, healthcare lending and direct commercial lessor finance required us to file~~Jobs Act of 2017. In addition, we recorded an additional ~~state franchise tax returns; however, we expect to gain the benefit~~incentive of lower state income tax rates from certain new markets in future periods. We also recognized additional advance disposition costs as we further accelerated the reduction of our remaining Other Real Estate Owned balances$298,000 during the ~~third~~second quarter of ~~2017, with a goal to reduce the balance at December 31, 2017~~2018 for loan origination and business plan performance. Nonperforming asset management expenses declined by ~~40% or more of the September 30, 2017 balance. Other~~$150,000, and other non-interest expenses remained well-contained.

Our ratio of nonperforming loans to total loans was ~~0.19%, for commercial related loans the ratio was 0.03%,~~0.13% and our ratio of ~~non-performing~~nonperforming assets to total assets was ~~0.37%~~0.18% at ~~September~~June 30, ~~2017. Our classified assets-to-Tier 1 Capital+ALLL ratio was 4.40%.~~2018. We expect continued reductions of the OREO balance and scheduled pending resolutions ~~will further~~may improve ~~our~~certain asset ~~quality.~~quality ratios.

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SELECTED FINANCIAL DATA

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


	September 30, 2017		December 31, 2016		Change			June 30, 2018		December 31, 2017		Change
	(Dollars in thousands)							(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	1,654,269	$	1,620,037	$	34,232		$	1,567,498	$	1,625,558	$	(58,060	)
Loans, net	1,335,631		1,312,952		22,679			1,287,823		1,314,651		(26,828		)
Securities, at fair value	98,787		107,212		(8,425		)	112,452		93,383		19,069
Other real estate owned, net	3,569		3,895		(326		)	1,187		2,351		(1,164		)
Deposits	1,371,089		1,339,390		31,699			1,295,853		1,340,051		(44,198		)
Borrowings	60,928		51,069		9,859			50,901		60,768		(9,867		)
Equity	199,778		204,780		(5,002		)	194,228		197,634		(3,406		)


	Three Months Ended September 30,									Nine Months Ended September 30,								Three Months Ended June 30,							Six Months Ended June 30,
	2017			2016			Change			2017			2016		Change			2018		2017		Change			2018			2017		Change
	(Dollars in thousands)																	(Dollars in thousands)
Selected Operating Data:
Interest income	$	14,121		$	12,845		$	1,276		$	41,132		$	38,185	$	2,947		$	15,020	$	13,649	$	1,371		$	29,768		$	27,011	$	2,757
Interest expense	1,615			1,014			601			4,347			2,822		1,525			2,039		1,456		583			3,766			2,732		1,034
Net interest income	12,506			11,831			675			36,785			35,363		1,422			12,981		12,193		788			26,002			24,279		1,723
Provision for (recovery of) loan losses	(225		)	(525		)	300			(15		)	300		(315		)	23		49		(26		)	(235		)	210		(445		)
Net interest income after provision for (recovery of) loan losses	12,731			12,356			375			36,800			35,063		1,737			12,958		12,144		814			26,237			24,069		2,168
Noninterest income	1,623			1,637			(14		)	4,774			4,768		6			3,094		1,607		1,487			4,633			3,151		1,482
Noninterest expense	10,200			9,912			288			31,073			31,348		(275		)	10,215		9,607		608			20,174			20,873		(699		)
Income before income tax expense	4,154			4,081			73			10,501			8,483		2,018			5,837		4,144		1,693			10,696			6,347		4,349
Income tax expense	594			1,573			(979		)	2,488			3,240		(752		)	1,207		1,572		(365		)	2,507			1,894		613
Net income	$	3,560		$	2,508		$	1,052		$	8,013		$	5,243	$	2,770		$	4,630	$	2,572	$	2,058		$	8,189		$	4,453	$	3,736

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	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)⁽¹⁾	0.88		%	0.66		%	0.66		%	0.46		%	1.18		%	0.64		%	1.04		%	0.56		%
Return on equity (ratio of net income to average equity) ⁽¹⁾	7.07			4.86			5.26			3.34			9.39			5.08			8.25			4.37
Average equity to average assets	12.40			13.64			12.61			13.84			12.60			12.55			12.61			12.71
Net interest rate spread^{(1) (2)}	3.10			3.23			3.12			3.25			3.31			3.10			3.33			3.13
Net interest margin ^{(1) (3)}	3.23			3.33			3.24			3.34			3.49			3.22			3.51			3.24
Efficiency ratio⁽⁴⁾	72.19			73.60			74.77			78.11			63.55			69.62			65.85			76.10
Noninterest expense to average total assets⁽¹⁾	2.51			2.62			2.57			2.76			2.61			2.38			2.56			2.60
Average interest-earning assets to average interest-bearing liabilities	131.23			134.36			131.69			135.58			133.62			131.33			133.06			131.94
Dividends declared per share	$	0.07		$	0.05		$	0.20		$	0.15		$	0.09		$	0.07		$	0.17		$	0.13
Dividend payout ratio	35.69		%	38.82		%	46.30		%	56.79		%	34.20		%	49.94		%	36.88		%	54.79		%


	At September 30, 2017		At December 31, 2016		At June 30, 2018		At December 31, 2017
Asset Quality Ratios:
Nonperforming assets to total assets ⁽⁵⁾	0.37	%	0.44	%	0.18	%	0.29	%
Nonperforming loans to total loans	0.19		0.25		0.13		0.18
Allowance for loan losses to nonperforming loans	321.46		246.57		499.94		350.04
Allowance for loan losses to total loans	0.62		0.62		0.63		0.63
Capital Ratios:
Equity to total assets at end of period	12.08	%	12.64	%	12.39	%	12.16	%
Tier 1 leverage ratio (Bank only)	10.94	%	10.27	%	11.26	%	11.08	%
Other Data:
Number of full-service offices	19		19		19		19
Employees (full-time equivalents)(6)	238		246		250		236


(1)	Ratios annualized.


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


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


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


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


(6)	June 30, 2018 full time equivalents employees includes summer interns. These employees typically work from May through August.

Comparison of Financial Condition at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017

Total assets ~~increased $34.2~~decreased $58.1 million, or ~~2.1%~~3.6%, to $~~1.654~~1.567 billion at ~~September~~June 30, ~~2017,~~2018, from ~~$1.620~~$1.626 billion at December 31, ~~2016.~~2017. The ~~increase~~decrease in total assets was primarily due to ~~increases~~decreases in cash and cash equivalents, loans receivable and ~~loans.~~premises held-for-sale. Cash and cash equivalents ~~increased $29.0~~decreased $35.4 million, or ~~30.0%~~27.7%, to ~~$125.7~~$92.2 million at ~~September~~June 30, ~~2017,~~2018, from ~~$96.7~~$127.6 million at December 31, ~~2016.~~2017. Loans ~~increased $22.7~~decreased $26.8 million, or ~~1.7%~~2.0%, to ~~$1.336~~$1.288 billion at ~~September~~June 30, ~~2017,~~2018, from ~~$1.313~~$1.315 billion at December 31, ~~2016.~~2017. Premises held-for-sale decreased $5.7 million due to the sale of the Bank's office building located at 15W060 North Frontage Road, Burr Ridge, Illinois. Partially offsetting ~~the increases in cash and cash equivalents and loans~~these decreases was ~~a decrease~~an increase in securities of ~~$8.4~~$19.1 million, or ~~7.9%~~20.4%, to ~~$98.8~~$112.5 million at ~~September~~June 30, ~~2017,~~2018, from ~~$107.2~~$93.4 million at December 31, ~~2016.~~2017.

Our loan portfolio consists primarily of investment and business loans (multi-family, nonresidential real estate, commercial, construction and land loans, and commercial leases), which together totaled ~~92.0%~~93.4% of gross loans at ~~September~~June 30, ~~2017.~~2018. Commercial loans increased by ~~$44.0~~$11.4 million, or ~~42.7%~~7.5%, and ~~multi-family mortgage loans~~commercial leases increased ~~by $33.5~~$6.5 million, or ~~6.2%~~2.1%, during the ~~nine~~six months ended ~~September~~June 30, ~~2017. Commercial leases decreased $19.4~~2018. Available commercial line of credit commitments increased by $25.2 million, or ~~5.5%.~~28.6% during the six months

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ended June 30, 2018. Commercial lease originations included $32.6 million of investment-grade leases to multiple lessees from a single lessor, with an average coupon of 3.85% and an average duration of 26 months. Multi-family mortgage loans decreased $16.5 million, or 2.8%, and nonresidential real estate loans decreased $14.3 million, or 8.4% during the six months ended June 30, 2018. Our primary lending area consists of the counties in the State of Illinois where our branch offices are located, and contiguous counties. We derive the most significant portion of our revenues from these geographic areas. We also engage in multi-family mortgage lending activities in carefully

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selected metropolitan areas outside our primary lending area, and engage in certain types of commercial lending and leasing activities on a nationwide basis. At ~~September~~June 30, ~~2017, $281.4~~2018, $263.9 million, or ~~48.8%~~46.1%, of our multi-family mortgage loans were in the Metropolitan Statistical Area for Chicago, Illinois; ~~$73.4~~$68.3 million, or ~~12.7%~~11.9%, were in the Metropolitan Statistical Area for Dallas, Texas; ~~$52.6~~$51.7 million, or ~~9.1%~~9.0%, were in the Metropolitan Statistical Area for Denver, Colorado; ~~$29.6~~$38.4 million, or ~~5.1%~~6.7%, were in the Metropolitan Statistical Area for Tampa, ~~Florida and $17.9~~Florida; $26.0 million, or ~~3.1%~~4.5%, were in the Metropolitan Statistical Area for San Antonio, Texas; and $16.9 million, or 3.0%, were in the Metropolitan Statistical Area for Minneapolis, Minnesota. This information reflects the location of the collateral, ~~but~~and does not necessarily reflect the location of the borrower.

Total liabilities ~~increased~~decreased $~~39.2~~54.7 million, or ~~2.8%~~3.8%, to $~~1.454~~1.373 billion at ~~September~~June 30, ~~2017,~~2018, from $~~1.415~~1.428 billion at December 31, ~~2016,~~2017, primarily due to ~~increases~~decreases in ~~interest-bearing NOW accounts and~~deposits, including planned non-renewals of maturing wholesale certificates of ~~deposit. The increases were partially offset by decreases in noninterest-bearing accounts and money market accounts.~~deposits. Total deposits ~~increased $31.7~~decreased $44.2 million, or ~~2.4%~~3.3%, to $~~1.371~~1.296 billion at ~~September~~June 30, ~~2017,~~2018, from ~~$1.339~~$1.340 billion at December 31, ~~2016.~~2017. Certificates of deposit ~~increased $44.4~~decreased $11.6 million, or ~~12.6%~~3.3%, to ~~$396.0~~$344.3 million at ~~September~~June 30, ~~2017,~~2018, from ~~$351.6~~$356.0 million at December 31, ~~2016. Interest-bearing NOW~~2017, primarily due to a $39.2 million decrease in wholesale certificates of deposit. Money market accounts ~~increased $16.4~~decreased $18.1 million, or ~~6.1%~~6.0%, to ~~$283.4~~$281.5 million at ~~September~~June 30, ~~2017,~~2018, from ~~$267.1~~$299.6 million at December 31, ~~2016. Savings~~2017. Interest-bearing NOW accounts decreased ~~$1.3~~$8.1 million, or ~~0.8%~~2.8%, to $281.6 million at June 30, 2018, from $289.7 million at December 31, 2017. Noninterest-bearing demand deposits decreased $4.6 million, or 2.0%, to $229.7 million at June 30, 2018, from $234.4 million at December 31, 2017 and savings accounts decreased $1.8 million, or 1.1%, to $158.7 million at ~~September~~June 30, ~~2017,~~2018, from ~~$160.0~~$160.5 million at December 31, ~~2016. Noninterest-bearing demand deposits decreased~~ ~~$18.5 million, or~~ ~~7.4%, to~~ ~~$231.0 million~~ ~~at September 30, 2017, from~~ ~~$249.5 million~~ ~~at December 31, 2016. Money market accounts decreased $9.3 million, or 3.0%, to $301.9 million at September 30, 2017, from $311.2 million at December 31, 2016.~~2017. Core deposits (which consists of savings, money market, noninterest-bearing demand and NOW accounts) were ~~71.1%~~73.4% ~~and 73.7%~~ of total deposits at ~~September~~both June 30, ~~2017~~2018 and December 31, ~~2016, respectively.~~2017.

Total stockholders’ equity was ~~$199.8~~$194.2 million at ~~September~~June 30, ~~2017,~~2018, compared to ~~$204.8~~$197.6 million at December 31, ~~2016.~~2017. The decrease in total stockholders’ equity ~~during the nine months ended September 30, 2017~~ was due to ~~the combined impact of~~ our repurchase of ~~614,673~~497,389 shares of our common stock during the six months ended June 30, 2018 at a total cost of ~~$9.1~~$8.5 million and our declaration and payment of cash dividends totaling ~~$3.7~~$3.0 million ~~and~~during the ~~$1.2 million net impact of stock option exercises.~~same period. These ~~items~~reductions in total stockholders’ equity were partially offset by ~~the~~ net income of ~~$8.0~~$8.2 million that wethe Company recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and the $1.1 million impact of the ESOP loan repayment that was made on March 29, 2017.~~2018.

Operating Results for the Three Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net Income.~~We had net~~ Net income ofwas $~~3.6~~4.6 million for the three months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$2.5~~net income of $2.6 million for the three months ended ~~September~~June 30, ~~2016.~~2017. Earnings per basic and fully diluted share of common stock was $~~0.20~~0.26 for the three months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$0.13~~$0.14 for the three months ended ~~September~~June 30, ~~2016.~~2017.

Net Interest Income. Net interest income was $~~12.5~~13.0 million for the three months ended ~~September~~June 30, ~~2017,~~2018, compared to $~~11.8~~12.2 million for the ~~same period in 2016.~~three months ended June 30, 2017. The increase in net interest income reflected a $~~1.3~~1.4 million, or ~~9.9%~~10.0%, increase in interest income, which was partially offset by a $~~601,000~~583,000, or ~~59.3%~~40.0%, increase in interest expense.

The increase in interest income was primarily attributable to an increase in the average ~~balance~~yield on interest-earning assets. The yield on interest-earning assets increased 44 basis points to 4.04% for the three months ended June 30, 2018, from 3.60% for the three months ended June 30, 2017. The cost of ~~interest-earning assets.~~interest-bearing liabilities increased 23 basis points to 0.73% for the three months ended June 30, 2018, from 0.50% for the same period in 2017. Total average interest-earning assets ~~increased $121.1~~decreased $26.7 million, or ~~8.6%~~1.8%, to ~~$1.536~~$1.493 billion for the three months ended ~~September~~June 30, ~~2017,~~2018, from $~~1.415~~1.520 billion for the same period in ~~2016. Our net interest rate spread decreased by~~ 13 ~~basis points to~~ ~~3.10%~~ ~~for the three months ended September 30, 2017, from~~ ~~3.23%~~ ~~for the same period in 2016. Our net interest margin decreased by~~ ~~ten~~ ~~basis points to~~ ~~3.23%~~ ~~for the three months ended September 30, 2017, from~~ ~~3.33%~~ ~~for the same period in 2016. However, the~~2017. The average yield on commercial loans and leases ~~originated in~~for the ~~third~~second quarter of ~~2017 was 4.46%~~2018 increased to 4.50%, ~~compared to 3.73%~~from 3.68% for ~~commercial loans and leases originated in~~ the ~~third~~second quarter of ~~2016. The yield on interest-earning assets~~2017. Our net interest rate spread increased ~~four basis points to 3.65% for the three months ended September 30, 2017, from 3.61% for the same period in 2016, and the cost of interest-bearing liabilities increased~~by 1721 basis points to ~~0.55%~~3.31% for the three months ended ~~September~~June 30, ~~2017,~~2018, from ~~0.38%~~3.10% for the same period in ~~2016.~~2017. Our net interest margin increased by 27 basis points to 3.49% for the three months ended June 30, 2018, from 3.22% for the same period in 2017.

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Average Balance Sheets

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


	For the Three Months Ended September 30,														For the Three Months Ended June 30,
	2017							2016							2018							2017
	Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎
	(Dollars in thousands)														(Dollars in thousands)
Interest-earning assets:
Loans	$	1,331,302		$	13,345	3.98	%	$	1,225,480		$	12,388	4.02	%	$	1,291,339		$	13,977	4.34	%	$	1,318,473		$	12,956	3.94	%
Securities	108,050			389		1.43		106,904			306		1.14		107,384			546		2.04		109,454			357		1.31
Stock in FHLBC and FRB	8,290			101		4.83		6,257			10		0.64
Stock in FHLB and FRB															8,411			111		5.29		8,250			102		4.96
Other	88,201			286		1.29		76,095			141		0.74		85,690			386		1.81		83,396			234		1.13
Total interest-earning assets	1,535,843			14,121		3.65		1,414,736			12,845		3.61		1,492,824			15,020		4.04		1,519,573			13,649		3.60
Noninterest-earning assets	88,594							96,739							73,172							92,548
Total assets	$	1,624,437						$	1,511,475						$	1,565,996						$	1,612,121
Interest-bearing liabilities:
Savings deposits	$	159,464		48		0.12		$	157,036		43		0.11		$	159,334		53		0.13		$	161,471		47		0.12
Money market accounts	304,553			307		0.40		313,270			243		0.31		285,532			435		0.61		305,546			306		0.40
NOW accounts	278,389			139		0.20		257,553			95		0.15		281,430			189		0.27		274,743			135		0.20
Certificates of deposit	369,804			925		0.99		323,076			631		0.78		328,932			1,152		1.40		364,121			816		0.90
Total deposits	1,112,210			1,419		0.51		1,050,935			1,012		0.38		1,055,228			1,829		0.70		1,105,881			1,304		0.47
Borrowings	58,112			196		1.34		1,981			2		0.40		61,960			210		1.36		51,179			152		1.19
Total interest-bearing liabilities	1,170,322			1,615		0.55		1,052,916			1,014		0.38		1,117,188			2,039		0.73		1,157,060			1,456		0.50
Noninterest-bearing deposits	232,464							233,914							227,775							230,386
Noninterest-bearing liabilities	20,231							18,408							23,719							22,315
Total liabilities	1,423,017							1,305,238							1,368,682							1,409,761
Equity	201,420							206,237							197,314							202,360
Total liabilities and equity	$	1,624,437						$	1,511,475						$	1,565,996						$	1,612,121
Net interest income				$	12,506						$	11,831						$	12,981						$	12,193
Net interest rate spread ⁽²⁾						3.10	%						3.23	%						3.31	%						3.10	%
Net interest-earning assets⁽³⁾	$	365,521						$	361,820						$	375,636						$	362,513
Net interest margin ⁽⁴⁾						3.23	%						3.33	%						3.49	%						3.22	%
Ratio of interest-earning assets to interest-bearing liabilities	131.23		%					134.36		%					133.62		%					131.33		%


(1)	Annualized.


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


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


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

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Provision for Loan Losses

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

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

We recorded a ~~recovery of~~provision for loan losses of $~~225,000~~23,000 for the three months ended ~~September~~June 30, ~~2017,~~2018, compared to $~~525,000~~49,000 for the same period in ~~2016.~~2017. The provision for or recovery of loan losses is a function of the allowance for loan loss methodology that we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment ~~increased $252,000,~~decreased $162,000, or ~~3.1%~~1.9%, to $~~8.4~~8.2 million at ~~September~~June 30, ~~2017,~~2018, from ~~$8.1~~$8.3 million at ~~June 30, 2017.~~March 31, 2018. There was no reserve established for loans individually evaluated for impairment for the three months ended ~~September~~June 30, ~~2017~~2018 or for the three months ended June 30, 2017. Net ~~recoveries~~charge-offs were ~~$477,000~~$185,000 for the three months ended ~~September~~June 30, ~~2017.~~2018, compared to recoveries of $102,000 for the three months ended June 30, 2017 .

The allowance for loan losses as a percentage of nonperforming loans was ~~321.46% at September 30, 2017, compared to 274.76%~~499.94% at June 30, ~~2017.~~2018, compared to 426.00% at March 31, 2018.

Noninterest Income

Three Months Ended
September 30,
2017 2016 Change
(Dollars in thousands)
Deposit service charges and fees $ 584
$ 583
$ 1
Other fee income 523
478
45
Insurance commissions and annuities income 41
53
(12 )
Gain on sale of loans, net 10
38
(28 )
Loan servicing fees 58
66
(8 )
Amortization of servicing assets (27 ) (28 ) 1
Earnings on bank owned life insurance 67
54
13
Trust income 169
167
2
Other 198
226
(28 )
Total noninterest income $ 1,623
$ 1,637
$ (14 )



	Three Months Ended June 30,
	2018			2017		Change
	(Dollars in thousands)
Deposit service charges and fees	$	989		$	996	$	(7	)
Loan fee income	90			63		27
Commercial mortgage brokerage fees	85			—		85
Residential mortgage banking fees	24			87		(63		)
Loss on sales of equity securities	(14		)	—		(14		)
Gain on sale of premises held-for-sale	93			—		93
Trust and insurance commissions and annuities income	250			245		5
Earnings on bank owned life insurance	45			66		(21		)
Bank-owned life insurance death benefit	1,389			—		1,389
Other	143			150		(7		)
Total noninterest income	$	3,094		$	1,607	$	1,487

Noninterest income ~~was~~ ~~$1.6~~increased by $1.5 million ~~for each of the three month periods ended September 30, 2017 and 2016. Deposit service charges and fees also remained stable at $584,000~~ to $3.1 million for the three months ended ~~September~~June 30, ~~2017, compared to $583,000~~2018, from $1.6 million for the three months ended ~~September~~June 30, ~~2016. Other~~2017. Loan fee income increased ~~$45,000,~~$27,000, or ~~9.4%,~~42.9% to ~~$523,000~~$90,000 for the three months ended ~~September~~June 30, ~~2017, from $478,000~~2018, compared to $63,000 for the three months ended ~~September~~June 30, ~~2016, primarily due~~2017. The increase is attributable to ~~increased debit card~~credit risk management fees and ~~other~~ loan commitment fees. ~~Noninterest income~~We recorded $85,000 in commercial mortgage brokerage fees for the three months ended ~~September~~June 30, ~~2017 included a~~ ~~$10,000~~ ~~gain on sale of loans. Earnings on bank owned life insurance increased $13,000, or 24.1%, and trust income increased $2,000, or 1.2%,~~2018 as compensation for commercial loans that we placed with other institutions. Residential mortgage banking fees decreased $63,000 to $24,000 for the three months ended ~~September~~June 30, ~~2017. Other income decreased $28,000, or 12.4%, to $198,000 for~~2018. Almost all of the ~~three months ended September 30, 2017, compared to $226,000 for~~loans the ~~three months ended September 30, 2016.~~Company currently originates are commercial-related loans, such as multi-family, nonresidential real estate, commercial, construction and land loans, and commercial

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leases. On April 23, 2018, the Bank sold its office building located at 15W060 North Frontage Road, Burr Ridge, Illinois. A net gain of $93,000 was recorded in the second quarter of 2018 in connection with the sale. Trust and insurance commissions and annuities income increased by $5,000, or 2.0%, to $250,000 for the three months ended June 30, 2018. In April 2018, the Bank recorded income from a death benefit on a bank-owned life insurance policy in the amount of $1.4 million as a result of the death of a retired Bank executive. Other income decreased $7,000, or 4.7%, to $143,000 for the three months ended June 30, 2018, compared to $150,000 for the three months ended June 30, 2017.

Noninterest Expense


	Three Months Ended September 30,								Three Months Ended June 30,
	2017		2016			Change			2018		2017		Change
	(Dollars in thousands)								(Dollars in thousands)
Compensation and benefits	$	5,330	$	5,315		$	15		$	5,790	$	5,110	$	680
Office occupancy and equipment	1,693		1,487			206			1,662		1,599		63
Advertising and public relations	167		144			23			274		259		15
Information technology	638		707			(69		)	708		679		29
Supplies, telephone and postage	337		345			(8		)	396		358		38
Amortization of intangibles	123		129			(6		)	21		122		(101		)
Nonperforming asset management	84		89			(5		)	51		27		24
Loss (gain) on sale other real estate owned	69		(15		)	84
Loss on sale other real estate owned									47		15		32
Valuation adjustments of other real estate owned	227		115			112			1		54		(53		)
Operations of other real estate owned	107		143			(36		)	87		176		(89		)
FDIC insurance premiums	150		238			(88		)	104		125		(21		)
Other	1,275		1,215			60			1,074		1,083		(9		)
Total noninterest expense	$	10,200	$	9,912		$	288		$	10,215	$	9,607	$	608

Noninterest expense increased by $~~288,000~~608,000, or ~~2.9%~~6.3%, to $10.2 million for the three months ended ~~September~~June 30, ~~2017,~~2018, from $~~9.9~~9.6 million for the same period in ~~2016. Compensation~~2017. The increase in noninterest expense was due in substantial part to a $680,000 increase in compensation and benefits expense, which included a $177,000 expense for a one-time $1,000 contribution to the 401(k) account of certain active eligible participants with salaries and wages below a specified level, increased ~~$15,000, primarily due~~compensation expense resulting from an increase in full-time equivalent employees to 250 at June 30, 2018, from 237 at March 31, 2018, and increased accruals for loan origination and business plan performance incentives. Office occupancy and equipment expense increased ~~$206,000,~~$63,000, or ~~13.9%~~3.9%, to $1.7 million for the three months ended ~~September~~June 30, ~~2017,~~2018, from ~~$1.5~~$1.6 million for the same period in ~~2016,~~2017, primarily due to a $44,000 increase in real estate taxes. Advertising and public relations expense increased $15,000, or 5.8%, to $274,000 for the three months ended June 30, 2018, from $259,000 for the same period in 2017. Our advertising and public relations expense for the three months ended June 30, 2018 included $67,000 of expense for promotional and giveaway items for conferences and branch neighborhood events. Information technology expense increased $29,000, or 4.3%, to $708,000 for the three months ended June 30, 2018, from $679,000 for the same period in 2017. Nonperforming asset management expense increased $24,000, or 88.9%, to $51,000 for the three months ended June 30, 2018, from $27,000 for the same period in 2017, primarily due to an increase in ~~real estate taxes~~legal expense related to collection activities as well as receiver fees for property management. There were $1,000 of ~~$115,000. Advertising and public relations expense increased $23,000, or 16.0%, to $167,000~~valuation adjustments for OREO for the three months ended ~~September~~June 30, ~~2017, from $144,000~~2018, compared to $54,000 for the same period in ~~2016. Information technology expense~~2017. Operations of OREO decreased ~~$69,000,~~$89,000, or ~~9.8%~~50.6%, to ~~$638,000~~$87,000 for the three months ended ~~September~~June 30, 2017, from $707,000 for the same period in 2016. Nonperforming asset management expense decreased $5,000, or 5.6%, to $84,000 for the three months ended September 30, 2017, from $89,000 for the same period in 2016,2018, primarily due to ~~a $39,000 reduction in legal~~decreased real estate taxes and receiver expenses. Valuation adjustments for OREO totaled $227,000 for the three months ended September 30, 2017, compared to $115,000 for the same period in 2016, due to initiatives that we undertook to accelerate OREO dispositions. Other expenses increased $60,000, or 4.9%, to $1.3 million for the three months ended September 30, 2017, from $1.2 million for the same period in 2016, primarily due to increased state tax audit and planning and state franchise tax payments.

Income Taxes

For the three months ended ~~September~~June 30, ~~2017,~~2018, we recorded income tax expense of ~~$594,000,~~$1.2 million, compared to $1.6 million for the three months ended ~~September~~June 30, ~~2016.~~2017. Our income tax expense was reduced by $879,000 for the quarter due to an increase in the deferred tax asset related to our Illinois net operating loss carryforward. Effective in July 2017, our Illinois income tax rate increased from 7.75% to 9.5%. Ourcombined state and federal effective tax rate for the three months ended ~~September~~June 30, 2018 was 20.7% versus an effective tax rate of 37.9% three months ended June 30, 2017 ~~was 14.3%, compared~~prior to ~~38.5% for~~ the ~~same period in 2016.~~effective date of the Tax Cuts and Jobs Act of 2017.

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Operating Results for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017

Net Income. We had net income of ~~$8.0~~$8.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$5.2~~$4.5 million for the ~~nine~~six months ended ~~September~~June 30, 2016. The increase in net income reflects an increase in interest income of $2.9 million in 2017 and the fact that our 2016 operating results were adversely impacted by a pre-tax charge off of $1.6 million resulting from our decision to sell three performing loans to a single borrower with a total carrying value of $16.2 million. Our earnings2017. Earnings per basic and fully diluted share of common stock ~~were $0.44~~was $0.46 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$0.27~~$0.24 per basic and fully diluted share for the same period in ~~2016.~~2017.

Net Interest Income. Net interest income was ~~$36.8~~$26.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$35.4~~$24.3 million for the same period in ~~2016.~~2017. The increase in net interest income reflected a ~~$2.9~~$2.8 million, or 10.2%, increase in interest income, which was partially offset by a ~~$1.5~~$1.0 million, or 37.8%, increase in interest expense.

The increase in net interest income was primarily attributable to an increase in the average ~~balance of~~yield on interest-earning assets. The yield on interest-earning assets ~~which~~ increased ~~$105.3~~40 basis points, or 11.1%, to 4.01% for the six months ended June 30, 2018, from 3.61% for the six months ended June 30, 2017. The cost of interest-bearing liabilities increased 20 basis points to 0.68% for the six months ended June 30, 2018, from 0.48% for the same period in 2017. Total average interest-earning assets decreased $15.0 million, or ~~7.4%~~0.99%, to ~~$1.519~~$1.496 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, from ~~$1.414~~$1.511 billion for the same period in 2016. Our net interest rate spread decreased by 13 basis points to 3.12% for the nine months ended September 30, 2017, compared to 3.25% for the same period in 2016. Our net interest margin decreased by ten basis point to 3.24% for the nine months ended September 30, 2017, compared to 3.34% for the same period in 2016. However the2017. The average yield on commercial loans and leases ~~originated in~~for the ~~nine~~six months ~~of 2017 was 4.34%~~ended June 30, 2018 increased to 4.50%, ~~compared to 3.69%~~from 3.66% for ~~commercial loans and leases originated in~~ the ~~nine~~six months ~~of 2016. The yield on interest-earning assets~~ended June 30, 2017. Our net interest rate spread increased ~~one~~by 20 basis points to ~~3.62%~~3.33% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, from ~~3.61%~~3.13% for the same period in ~~2016, and the cost of interest-bearing liabilities~~2017. Our net interest margin increased 14by 27 basis ~~points~~point to ~~0.50%~~3.51% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, from ~~0.36%~~3.24% for the same period in ~~2016.~~2017.

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Average Balance Sheets

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


	For the Nine Months Ended September 30,														For the Six Months Ended June 30,
	2017							2016							2018							2017
	Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎		Average Outstanding Balance			Interest		Yield/Rate₍₁₎
	(Dollars in thousands)														(Dollars in thousands)
Interest-earning assets:
Loans	$	1,321,051		$	39,061	3.95	%	$	1,224,779		$	36,834	4.02	%	$	1,292,855		$	27,797	4.34	%	$	1,315,900		$	25,716	3.94	%
Securities	110,399			1,095		1.33		111,399			927		1.11		105,666			1,010		1.93		111,593			706		1.28
Stock in FHLBC and FRB	8,563			301		4.70		6,257			53		1.13
Stock in FHLB and FRB															8,351			216		5.22		8,702			200		4.63
Other	79,258			675		1.14		71,516			371		0.69		89,083			745		1.69		74,713			389		1.05
Total interest-earning assets	1,519,271			41,132		3.62		1,413,951			38,185		3.61		1,495,955			29,768		4.01		1,510,908			27,011		3.61
Noninterest-earning assets	91,438							97,803							77,932							92,841
Total assets	$	1,610,709						$	1,511,754						$	1,573,887						$	1,603,749
Interest-bearing liabilities:
Savings deposits	$	160,460		138		0.11		$	158,671		128		0.11		$	159,739		101		0.13		$	160,967		90		0.11
Money market accounts	305,776			886		0.39		319,299			738		0.31		289,993			814		0.57		306,329			579		0.38
NOW accounts	272,149			395		0.19		251,423			278		0.15		281,716			328		0.23		269,046			256		0.19
Certificates of deposit	362,346			2,484		0.92		287,074			1,605		0.75		331,441			2,111		1.28		358,556			1,559		0.88
Total deposits	1,100,731			3,903		0.47		1,016,467			2,749		0.36		1,062,889			3,354		0.64		1,094,898			2,484		0.46
Borrowings	52,898			444		1.12		26,398			73		0.37		61,352			412		1.35		50,247			248		1.00
Total interest-bearing liabilities	1,153,629			4,347		0.50		1,042,865			2,822		0.36		1,124,241			3,766		0.68		1,145,145			2,732		0.48
Noninterest-bearing deposits	232,662							238,827							227,358							232,763
Noninterest-bearing liabilities	21,379							20,822							23,802							21,980
Total liabilities	1,407,670							1,302,514							1,375,401							1,399,888
Equity	203,039							209,240							198,486							203,861
Total liabilities and equity	$	1,610,709						$	1,511,754						$	1,573,887						$	1,603,749
Net interest income				$	36,785						$	35,363						$	26,002			��			$	24,279
Net interest rate spread ⁽²⁾						3.12	%						3.25	%						3.33	%						3.13	%
Net interest-earning assets⁽³⁾	$	365,642						$	371,086						$	371,714						$	365,763
Net interest margin ⁽⁴⁾						3.24	%						3.34	%						3.51	%						3.24	%
Ratio of interest-earning assets to interest-bearing liabilities	131.69		%					135.58		%					133.06		%					131.94		%


(1)	~~Annualized.~~Annualized


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


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


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

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Provision for Loan Losses

We recorded a recovery of loan losses of ~~$15,000~~$235,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to a provision for loan losses of ~~$300,000~~$210,000 for the same period in ~~2016.~~2017. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment ~~increased $273,000,~~decreased $187,000, or ~~3.4%~~2.2%, to $8.2 million at June 30, 2018, from $8.4 million at ~~September 30,~~December 31, 2017. ~~The~~There was no reserve established for loans individually evaluated for impairment ~~decreased $26,000 to zero at September~~for the six months ended June 30, 2018 or for the same period in 2017.

Net recoveries were ~~$262,000~~$48,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to net charge-offs of ~~$1.7 million~~$215,000 for the same period in 2016. Net charge-offs in 2016 included a $1.6 million charge-off resulting from the sale of three performing loans to a single borrower with a total carrying value of $16.2 million in the second quarter of 2016. Although the loans were well-secured and supported by adequate cash flow, the Company concluded that possible future events could increase the risk of a default and subject the Company to significant legal expenses and an extended resolution period. The Company therefore elected to pursue a resolution that would result in a finite, known consequence rather than pursue alternative resolution strategies that presented multiple uncertainties and risks that were difficult to quantify.2017.

The allowance for loan losses as a percentage of nonperforming loans was ~~321.46%~~499.94% at ~~September~~June 30, ~~2017,~~2018, compared to ~~246.57%~~350.04% at December 31, ~~2016.~~2017.

Noninterest Income

Nine Months Ended
September 30,
2017 2016 Change
(Dollars in thousands)
Deposit service charges and fees $ 1,682
$ 1,691
$ (9 )
Other fee income 1,494
1,478
16
Insurance commissions and annuities income 170
180
(10 )
Gain on sale of loans, net 70
59
11
Gain on sales of securities —
46
(46 )
Loan servicing fees 188
214
(26 )
Amortization of servicing assets (86 ) (96 ) 10
Earnings on bank owned life insurance 196
151
45
Trust income 534
492
42
Other 526
553
(27 )
Total noninterest income $ 4,774
$ 4,768
$ 6



	Six Months Ended June 30,
	2018			2017		Change
	(Dollars in thousands)
Deposit service charges and fees	$	1,967		$	1,946	$	21
Loan fee income	160			123		37
Commercial mortgage brokerage fees	126			—		126
Residential mortgage banking fees	54			131		(77		)
Loss on sales of equity securities	(14		)	—		(14		)
Gain on disposition of premises and equipment, net	93			—		93
Trust and insurance commissions and annuities income	463			494		(31		)
Earnings on bank owned life insurance	111			129		(18		)
Bank-owned life insurance death benefit	1,389			—		1,389
Other	284			328		(44		)
Total noninterest income	$	4,633		$	3,151	$	1,482

Noninterest income ~~remained constant at $4.8~~increased by $1.5 million, or 47.0%, to $4.6 million for the ~~nine month periods~~six months ended ~~September~~June 30, ~~2017 and 2016. Other fee income increased $16,000, or 1.1%. Noninterest income~~2018, from $3.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 included a $70,000 gain on sale of loans, compared~~2017. Deposit service charges and fees increased $21,000, or 1.1%, to ~~a $59,000 gain on sale of loans~~$2.0 million for the six months ended June 30, 2018, from $1.9 million for the same period in ~~2016.~~2017, primarily due to increased check return and negative balances fees. Loan ~~servicing~~fee income increased $37,000, or 30.1%, to $160,000 for the six months ended June 30, 2018, from $123,000 for the six months ended June 30, 2017. The increase is primarily due to increased credit risk management fees and loan commitment fees. We recorded $126,000 in commercial mortgage brokerage fees for six months ended June 30, 2018 as compensation for commercial loans that we placed with other institutions. Residential mortgage banking fees decreased ~~$26,000 compared~~$77,000 to $54,000 for the six months ended June 30, 2018. The Company no longer originates one-to-four family residential mortgage loans. Almost all of the loans the Company currently originates are commercial-related loans, such as multi-family, nonresidential real estate, commercial, construction and land loans, and commercial leases. On April 23, 2018, the Bank sold its office building located at 15W060 North Frontage Road, Burr Ridge, Illinois. A net gain of $93,000 was recorded in the second quarter of 2018 in connection with the sale. Trust and insurance commissions and annuities income declined by $31,000, or 6.3%, to $463,000 for the six months ended June 30, 2018, due to lower sales of annuity products and property and casualty insurance, related in part to the ~~same nine month period in 2016 due to~~consolidation of our Wealth Management Department into our Trust Department. In April 2018, the Bank recorded income from a ~~decrease~~death benefit on a bank-owned life insurance policy in the ~~balance~~amount of ~~loans serviced for others.~~$1.4 million as a result of the death of a retired Bank executive.

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Noninterest Expense


	Nine Months Ended September 30,								Six Months Ended June 30,
	2017		2016			Change			2018		2017		Change
	(Dollars in thousands)								(Dollars in thousands)
Compensation and benefits	$	16,792	$	17,021		$	(229	)	$	11,112	$	11,462	$	(350	)
Office occupancy and equipment	4,914		4,769			145			3,393		3,221		172
Advertising and public relations	807		618			189			417		640		(223		)
Information technology	2,070		2,130			(60		)	1,349		1,432		(83		)
Supplies, telephone and postage	1,027		1,018			9			729		690		39
Amortization of intangibles	374		394			(20		)	143		251		(108		)
Nonperforming asset management	215		300			(85		)	253		131		122
Loss (gain) on sale other real estate owned	100		(15		)	115
Loss on sale other real estate owned									68		31		37
Valuation adjustments of other real estate owned	301		244			57			26		74		(48		)
Operations of other real estate owned	460		539			(79		)	202		353		(151		)
FDIC insurance premiums	462		691			(229		)	223		312		(89		)
Other	3,551		3,639			(88		)	2,259		2,276		(17		)
Total noninterest expense	$	31,073	$	31,348		$	(275	)	$	20,174	$	20,873	$	(699	)

Noninterest expense decreased by ~~$275,000,~~$699,000, or ~~0.9%~~3.3%, to ~~$31.1~~$20.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, from ~~$31.3~~$20.9 million for the same period in ~~2016.~~2017. Compensation and benefits expense decreased ~~$229,000,~~$350,000, or 1.3%, due in substantial part to a decrease of $590,000 in stock-based compensation expense for the nine months ended September 30, 2017, which was partially offset by increased accruals for loan origination and business plan performance incentives.3.1%. In the first quarter of 2017, we recorded a one-time, non-cash, non-tax deductible equity compensation expense of $1.1 million related to the termination of the Bank's ESOP and the repayment of the ESOP’s Share Acquisition ~~Loan. ESOP~~Loan on March 29, 2017. This decrease in compensation benefits expense were partially offset by a $177,000 expense for a one-time $1,000 contribution to the 401(k) account of certain active eligible participants with salaries and ~~equity-based~~wages below a specified level, increased compensation expense resulting from an increase in full-time equivalent employees to 250 at June 30, 2018 from 236 at December 31, 2017 and increased accruals for ~~the nine months ended September 30, 2016 was $1.7 million. Expenses for office~~loan origination and business plan performance incentives. Office occupancy and equipment expense increased ~~$145,000,~~$172,000, or ~~3.0%~~5.3%, to $3.4 million for the six months ended June 30, 2018, from $3.2 million for the same period in 2017, primarily due to ~~increased real estate taxes~~a $131,000 increase in snow removal expense. Advertising and ~~increased rent expense~~public relations decreased by $223,000, or 34.8%, to $417,000 for the ~~lending operations~~six months ended June 30, 2018, from $640,000 for the same period in ~~selected metropolitan areas outside our primary lending area.~~2017. Nonperforming asset management increased $122,000 to $253,000 for the six months ended June 30, 2018, from $131,000 for the same period in 2017, due in substantial part to a $98,000 increase in legal expense resulting primarily from efforts to collect a previously charged-off loan. Operations of OREO decreased ~~$79,000,~~$151,000, or ~~14.7%~~42.8%, ~~due~~ to ~~decreases~~$202,000 for the six months ended June 30, 2018, compared to $353,000 for the same period in 2017. The decrease reflects a $36,000 decrease in legal ~~expense~~expenses and ~~maintenance~~$81,000 decrease in insurance and repairs expense, partially offset by a decrease of $80,000 in rental income. Other expenses decreased $88,000, or 2.4%, primarily due to reductions in loss due to fraud in the nine months ended September 30, 2017 and the fact that we recorded an expense of $150,000 in the nine months ended September 30, 2016 for a mortgage representation and warranty reserve for mortgage loans sold and serviced for others.real estate tax expense.

Income Taxes

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, we recorded $2.5 million of income tax expense, compared to ~~$3.2~~$1.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Our effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was ~~23.7%~~23.4%, compared to ~~38.2%~~29.8% for the same period in ~~2016. Our~~2017 prior to the effective ~~tax rate for the nine months ended September 30, 2017 included the impact~~date of the ~~stock option exercises~~Tax Cuts and ~~the one-time, non-cash, non-tax deductible equity compensation expense relating to the termination~~Jobs Act of the ESOP. In addition, our income tax expense was reduced by $879,000 due to an increase in the deferred tax asset related to our Illinois net operating loss carryforward. Effective in July 2017, our Illinois income tax rate increased from 7.75% to 9.5%.2017.

Nonperforming Loans and Assets

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

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received or the renewal of the loan has not occurred for administrative reasons. At ~~September~~June 30, ~~2017,~~2018, we had no loans in this category.

We typically obtain new third–party appraisals or collateral valuations when we place a loan on nonaccrual status, conduct impairment testing or conduct a TDR analysis unless the existing valuation information for the collateral is sufficiently current to comply with the requirements of our Appraisal and Collateral Valuation Policy (“ACV Policy”). We also obtain new third–party

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appraisals or collateral valuations when the judicial foreclosure process concludes with respect to real estate collateral, and when we otherwise acquire actual or constructive title to real estate collateral. In addition to third–party appraisals, we use updated valuation information based on Multiple Listing Service data, broker opinions of value, actual sales prices of similar assets sold by us and approved sales prices in response to offers to purchase similar assets owned by us to provide interim valuation information for consolidated financial statement and management purposes. Our ACV Policy establishes the maximum useful life of a real estate appraisal at 18 months. Because appraisals and updated valuations utilize historical or “ask–side” data in reaching valuation conclusions, the appraised or updated valuation may or may not reflect the actual sales price that we will receive at the time of sale.

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

As part of the asset classification process, we develop an exit strategy for real estate collateral or OREO by assessing overall market conditions, the current use and condition of the asset, and its highest and best use. For most income–producing real estate, we believe that investors value most highly a stable income stream from the asset; consequently, we perform a comparative evaluation to determine whether conducting a sale on an “as–is”, “as–stabilized” or “as–completed” basis is most likely to produce the highest net realizable value. If we determine that the “as–stabilized” or “as–completed” basis is appropriate, we then complete the necessary improvements or tenant stabilization tasks, with the applicable time value discount and improvement expenses incorporated into our estimates of the expected costs to sell. As of ~~September~~June 30, ~~2017,~~2018, substantially all impaired real estate loan collateral and OREO were valued on an “as–is basis.”

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

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Nonperforming Assets Summary

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


	September 30, 2017			June 30, 2017			December 31, 2016			Quarter Change			Nine Month Change			June 30, 2018			March 31, 2018			December 31, 2017			Quarter Change			Six Month Change
	(Dollars in thousands)															(Dollars in thousands)
Nonaccrual loans:
One-to-four family residential real estate	$	2,234		$	2,585		$	2,851		$	(351	)	$	(617	)	$	1,538		$	1,589		$	2,027		$	(51	)	$	(489	)
Multi-family mortgage	371			371			185			—			186			92			369			363			(277		)	(271		)
Nonresidential real estate	—			—			260			—			(260		)
Consumer																6			—			—			6			6
	2,605			2,956			3,296			(351		)	(691		)	1,636			1,958			2,390			(322		)	(754		)
Other real estate owned:
One-to-four family residential	1,748			1,946			1,565			(198		)	183			833			935			827			(102		)	6
Multi-family mortgage	—			357			370			(357		)	(370		)	276			—			—			276			276
Nonresidential real estate	1,551			1,736			1,066			(185		)	485			74			863			1,520			(789		)	(1,446		)
Land	270			857			894			(587		)	(624		)	4			4			4			—			—
	3,569			4,896			3,895			(1,327		)	(326		)	1,187			1,802			2,351			(615		)	(1,164		)
Total nonperforming assets	$	6,174		$	7,852		$	7,191		$	(1,678	)	$	(1,017	)	$	2,823		$	3,760		$	4,741		$	(937	)	$	(1,918	)
Ratios:
Nonperforming loans to total loans	0.19		%	0.22		%	0.25		%							0.13		%	0.15		%	0.18		%
Nonperforming assets to total assets	0.37			0.48			0.44									0.18			0.24			0.29

Nonperforming Assets

Nonperforming assets ~~totaled~~decreased $1.9 million to $~~6.2~~2.8 million~~, $7.9 million, and $7.2~~ at June 30, 2018 from $4.7 million at ~~September 30, 2017, June 30, 2017 and~~ December 31, ~~2016, respectively. Nonperforming assets decreased $1.7 million, during the three months ended September 30,~~ 2017. ~~Although we experience occasional isolated instances of new nonaccrual loans, we believe that continuing our aggressive resolution posture will maintain the trends favoring very strong asset quality.~~

~~Five~~One residential loan and one multi-family loan ~~and two nonresidential real estate loans~~ with ~~an aggregate~~a combined book balance of ~~$2.0 million~~$838,000 were transferred from nonaccrual loans to OREO during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. We continue to experience modest quantities of defaults on residential real estate loans principally due either to the borrower’s personal financial condition or deteriorated collateral value.

Liquidity and Capital Resources

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

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and, to a lesser extent, wholesale borrowings, the proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities and lease payments. The scheduled amortization of loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows, mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition. We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are not renewed or extended. We generally remain fully invested and utilize ~~FHLBC~~FHLB advances as an additional sources of funds. We had ~~$60.0~~$50.0 million of ~~FHLBC~~FHLB advances at ~~September~~June 30, ~~2017~~2018 and ~~$50.0~~$60.0 million at December 31, ~~2016.~~2017.

BankFinancial Corporation is a separate legal entity from BankFinancial, NA. The Company must provide for its own liquidity to pay any dividends to its shareholders and to repurchase shares of its common stock, and for other corporate purposes. Its primary source of liquidly is dividend payments it receives from the Bank. The Bank's ability to pay dividends to the Company is subject to regulatory limitations. At June 30, 2018, the Company (on an unconsolidated, stand-alone basis) had liquid assets of $10.2 million.

As of ~~September~~June 30, ~~2017,~~2018, we were not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on our liquidity. As of ~~September~~June 30, ~~2017,~~2018, we had no other material commitments for capital expenditures.

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

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

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the Federal Reserve Board is required to amend its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant nonbanking activities, (ii) do not conduct significant off-balance sheet activities, and (3) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization’s complexity, will no longer be subject to regulatory capital requirements, effective no later than November 2018.

In addition, as a result of the legislation, the federal banking agencies are required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement.The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A financial institution can elect to be subject to this new definition.

Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of ~~September~~June 30, ~~2017~~2018 and ~~December~~March 31, ~~2016,~~2018, the OCC categorized the Bank as well–capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since those notifications that management believes have changed the institution’s well–capitalized status.

The Company and the Bank have each adopted Regulatory Capital Plans that require the Bank to maintain a Tier 1 leverage ratio of at least 7.5%, 7.0% for common equity tier 1 captial and a total risk-based capital ratio of at least 10.5% (including the Capital Conservation Buffer ("CCB")). The minimum capital ratios set forth in the Regulatory Capital Plans will be increased or decreased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company nor the Bank will pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels or the capital levels required for capital adequacy plus the ~~CCB.~~Capital Conservation Buffer ("CCB"). The minimum CCB at ~~September~~June 30, ~~2017~~2018 is ~~1.25%~~1.875% and will increase 0.625% ~~annually~~ through 2019 to 2.5%. In addition, the Company ~~will~~intends to continue to maintain its ability to serve as a source of financial strength to the Bank by holding at least $5.0 million of cash or liquid assets for that purpose. As of ~~September~~June 30, ~~2017,~~2018, the Bank and the Company were well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

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

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Actual and required capital amounts and ratios were:


	Actual				Required for Capital Adequacy Purposes				To be Well-Capitalized under Prompt Corrective Action Provisions				Actual				Required for Capital Adequacy Purposes				To be Well-Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)												(Dollars in thousands)
September 30, 2017
June 30, 2018
Total capital (to risk-weighted assets):
Consolidated	$	191,058	16.43	%	$	93,011	8.00	%	N/A		N/A		$	194,015	16.73	%	$	92,795	8.00	%	N/A		N/A
BankFinancial, NA	184,213		15.85		92,998		8.00		$	116,247	10.00	%	183,528		15.83		92,773		8.00		$	115,966	10.00	%
Tier 1 (core) capital (to risk-weighted assets):	Tier 1 (core) capital (to risk-weighted assets):												Tier 1 (core) capital (to risk-weighted assets):
Consolidated	182,683		15.71		69,758		6.00		N/A		N/A		185,836		16.02		69,597		6.00		N/A		N/A
BankFinancial, NA	175,838		15.13		69,748		6.00		92,998		8.00		175,349		15.12		69,580		6.00		92,773		8.00
Common Tier 1 (CET1)
Consolidated	182,683		15.71		52,319		4.50		N/A		N/A		185,836		16.02		52,197		4.50		N/A		N/A
BankFinancial, NA	175,838		15.13		52,311		4.50		75,561		6.50		175,349		15.12		52,185		4.50		75,378		6.50
Tier 1 (core) capital (to adjusted average total assets):	Tier 1 (core) capital (to adjusted average total assets):												Tier 1 (core) capital (to adjusted average total assets):
Consolidated	182,683		11.36		64,310		4.00		N/A		N/A		185,836		11.93		62,315		4.00		N/A		N/A
BankFinancial, NA	175,838		10.94		64,306		4.00		80,382		5.00		175,349		11.26		62,309		4.00		77,887		5.00


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

Capital Management - Company. Total stockholders’ equity was ~~$199.8~~$194.2 million at ~~September~~June 30, ~~2017,~~2018, compared to ~~$204.8~~$197.6 million at December 31, ~~2016.~~2017. The decrease in total stockholders’ equity was due to ~~the combined impact of~~ our repurchase of ~~614,673~~497,389 shares of our common stock during the ~~first nine~~six months ~~of 2017~~ended 2018 at a total cost of ~~$9.1~~$8.5 million and our declaration and payment of cash dividends totaling ~~$3.7~~$3.0 million during the same ~~period, and the $1.2 million net impact of stock option exercises. These items were~~period. This decrease in total stockholders’ equity was partially offset by ~~the~~ net income of ~~$8.0~~$8.2 million that wethe Company recorded for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and the $1.1 million impact of the ESOP loan repayment on March 29, 2017.~~2018.

Quarterly Cash Dividends. The Company declared cash dividends of ~~$0.20~~$0.17 and ~~$0.15~~$0.13 per share for the ~~nine~~six months ended ~~September~~June 30, 2018 and June 30, 2017, ~~and September 30, 2016,~~ respectively.

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Stock Repurchase Program. During the quarter ~~ending September~~ended June 30, ~~2017,~~2018, the Company repurchased ~~166,237~~415,889 shares of its common stock. On March 28, 2018, the Board extended the expiration date of the Company's share repurchase authorization from June 30, 2018 to April 30, 2019, and increased the total number of shares authorized for repurchase by 500,000 shares. As of ~~September~~June 30, ~~2017,~~2018, the Company had repurchased ~~2,482,879~~3,085,168 shares of its common stock out of the ~~2,830,755~~3,330,755 shares of common stock authorized under the share repurchase authorizations. ~~The Board increased~~Pursuant to the share repurchase authorization, ~~by 250,000~~there are 245,587 shares ~~to its current level on July 27, 2017. The share~~of common stock authorized for repurchase ~~authorization will expire on December 31, 2017 unless further extended by the Board.~~through April 30, 2019.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

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

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

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

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

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Table of Contents

Quantitative Analysis. The following table sets forth, as of ~~September~~June 30, ~~2017,~~2018, the estimated changes in the Bank’s NPV and net interest income that would result from the designated instantaneous parallel shift in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.


	Estimated Decrease in NPV					Increase (Decrease) in Estimated Net Interest Income					Estimated Decrease in NPV					Increase in Estimated Net Interest Income
Change in Interest Rates (basis points)	Amount			Percent		Amount			Percent		Amount			Percent		Amount		Percent
	(Dollars in thousands)										(Dollars in thousands)
+400	$	(19,288	)	(7.68	)%	$	4,055		7.97	%	$	(36,437	)	(13.85	)%	$	505	0.95	%
+300	(6,644		)	(2.65	)	3,169			6.23		(23,285		)	(8.85	)	473		0.89
+200	1,771			0.71		2,293			4.51		(12,712		)	(4.83	)	395		0.74
+100	6,259			2.49		1,231			2.42		(4,734		)	(1.80	)	293		0.55
0
-25	4,021			1.60		(791		)	(1.55	)
-100											(2,090		)	(0.79	)	384		0.72

The table set forth above indicates that at ~~September~~June 30, ~~2017,~~2018, in the event of an immediate 25100 basis point decrease in interest rates, the Bank would be expected to experience a ~~1.60%~~0.79% decrease in NPV and a ~~$791,000 decrease~~$384,000 increase in net interest income. In the event of an immediate 200 basis point increase in interest rates, the Bank would be expected to experience a ~~0.71%~~4.83% ~~increase~~decrease in NPV and a $~~2.3 million~~395,000 increase in net interest income. This data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors, which could reduce the actual impact on NPV and net interest income, if any.

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


ITEM 4.	CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman, Chief Executive Officer and President and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~September~~June 30, ~~2017.~~2018. Based on that evaluation, the Company’s management, including the Chairman, Chief Executive Officer, and President and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended ~~September~~June 30, ~~2017,~~2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II


ITEM 1.	LEGAL PROCEEDINGS

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


ITEM 1A.	RISK FACTORS

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


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


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


(b)	Use of Proceeds. Not applicable.


(c)	Repurchases of Equity Securities.

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

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that May Yet be Purchased under the Plans or Programs ⁽¹⁾
July 1, 2017 through July 31, 2017 66,659 $ 14.97
66,659 447,454
August 1, 2017 through August 31, 2017 53,770 15.72
53,770 393,684
September 1, 2017 through September 30, 2017 45,808 15.91
45,808 347,876
166,237 166,237



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, 2018 through April 30, 2018	140,169	$	16.91	140,169	521,307
May 1, 2018 through May 31, 2018	254,720	17.29		254,720	266,587
June 1, 2018 through June 30, 2018	21,000	18.03		21,000	245,587
	415,889			415,889

⁽¹⁾

On ~~July 27, 2017,~~March 28, 2018, the Board extended the expiration date of the Company's share repurchase authorization from June 30, 2018 to April 30, 2019, and increased the total number of shares authorized for repurchase by ~~250,000 under the Company's current share repurchase authorization which expires December 31, 2017.~~500,000 shares. As of ~~September~~June 30, ~~2017,~~2018, the Company had repurchased ~~2,482,879~~3,085,168 shares of its common stock out of the ~~2,830,755~~3,330,755 shares of common stock authorized under the share repurchase authorizations. Pursuant to the share repurchase authorization, there are 245,587 shares of common stock authorized for repurchase through April 30, 2019.

DEFAULTS UPON SENIOR SECURITIES


~~ITEM 3.~~	~~DEFAULTS UPON SENIOR SECURITIES~~

None.


ITEM 4.3.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.4.	OTHER INFORMATION

None.


ITEM 6.5.	EXHIBITS

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Exhibit Number		Description
~~10.1~~		Amendment No. 2 to the Amended and Restated Employment Agreement Between BankFinancial Corporation with F. Morgan Gasior (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on August 1, 2017)
~~10.2~~		Amendment No. 2 to the Amended and Restated Employment Agreement Between BankFinancial Corporation with Paul A. Cloutier (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on August 1, 2017)
~~10.3~~		Amendment No. 2 to the Amended and Restated Employment Agreement Between BankFinancial Corporation with James J. Brennan (Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on August 1, 2017)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101		The following financial statements from the BankFinancial Corporation Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017,~~2018, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated statement of conditions, (ii) consolidated statements of operations, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements.


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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		BANKFINANCIAL CORPORATION

Dated:	~~October 25, 2017~~July 30, 2018	By:	/s/ F. Morgan Gasior
			F. Morgan Gasior
			Chairman of the Board, Chief Executive Officer and President

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

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



	Due to reduction in interest rate		Due to extension of maturity date		Due to permanent reduction in recorded investment		Total

For the Nine Months Ended September 30, 2016
One-to-four family residential real estate	$	—	$	63	$	—	$	63



	2017			2016
	Number of loans	Recorded investment		Number of loans	Recorded investment
One-to-four family residential real estate	1	$	17	2	$	87



	September 30, 2017			December 31, 2016
Allocated to participants	1,203,810			1,125,448
Distributed to participants	(317,914		)	(313,223		)
Unearned	—			831,852
Total ESOP shares	885,896			1,644,077
Fair value of unearned shares	$	—		$	12,328



Stock Options	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ⁽¹⁾
Stock options outstanding at December 31, 2015	1,752,156		$	12.30	1.48	$	778
Stock options granted	—		—
Stock options exercised	—		—
Stock options outstanding at December 31, 2016	1,752,156		$	12.30	0.48	$	4,422
Stock options granted	—		—
Stock options exercised	(1,752,156	)	12.30
Stock options outstanding at September 30, 2017	—		$	—	0	$	—

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company