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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2014
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from
 
to
   
 
Commission file number: 000-52694
 
QUAINT OAK BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania
 
35-2293957
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
501 Knowles Avenue, Southampton, Pennsylvania  18966
(Address of Principal Executive Offices)
 
(215) 364-4059
(Registrant’s Telephone Number, Including Area Code)
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                
   x Yes                           o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        
   x  Yes                          o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer o Accelerated filer   o  
 Non-accelerated filer       o Smaller reporting company   x  
 (Do not check if a smaller reporting company)        
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 oYes                            x No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of November 11, 2014, 911,471 shares of the Registrant’s common stock were issued and outstanding.
 
 
 
 
 

 
 
 
INDEX
 
 
PART I - FINANCIAL INFORMATION
Page
   
Item 1 - Financial Statements
 
   
Consolidated Balance Sheets as of September 30, 2014 and
December 31, 2013 (Unaudited)
 1
   
Consolidated Statements of Income for the Three and Nine Months
Ended September 30, 2014 and 2013 (Unaudited)
 2
   
Consolidated Statements of Comprehensive Income for the Three
and Nine Months Ended September 30, 2014 and 2013 (Unaudited)
 3
   
Consolidated Statement of Stockholders’ Equity for the Nine Months
Ended September 30, 2014 (Unaudited)
 4
   
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2014 and 2013 (Unaudited)
 5
   
Notes to Unaudited Consolidated Financial Statements
 6
   
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
  30
 
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
  42
 
Item 4 - Controls and Procedures
  42
 
PART II - OTHER INFORMATION
 
Item 1 - Legal Proceedings
  43
 
Item 1A - Risk Factors
  43
 
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
  43
 
Item 3 - Defaults Upon Senior Securities
  43
 
Item 4 - Mine Safety Disclosures
  43
 
Item 5 - Other Information
  44
 
Item 6 - Exhibits
  44
 
SIGNATURES
 
 
 
 
 

 
ITEM 1. FINANCIAL STATEMENTS
 

Quaint Oak Bancorp, Inc. 

Consolidated Balance Sheets (Unaudited) 
 
                  At September 30,      At December 31,  
                 
2014
   
2013
 
Assets
 
(In thousands, except share data)
 
Due from banks, non-interest-bearing
  $ 2,265     $ 4,989  
Due from banks, interest-bearing
    5,965       1,195  
Cash and cash equivalents
    8,230       6,184  
Investment in interest-earning time deposits
    6,660       7,633  
Investment securities available for sale
    1,707       1,680  
Loans held for sale
    3,642       1,098  
Loans receivable, net of allowance for loan losses
               
(2014 $1,148; 2013 $941)     120,465       106,887  
Accrued interest receivable
    775       735  
Investment in Federal Home Loan Bank stock, at cost
    694       421  
Bank-owned life insurance
    3,527       -  
Premises and equipment, net
    1,576       1,637  
Other real estate owned, net
    209       574  
Prepaid expenses and other assets
    886       578  
                 
Total Assets
  $ 148,371     $ 127,427  
                                     
Liabilities and Stockholders’ Equity
 
Liabilities
               
Deposits, interest-bearing
    $ 118,127     $ 103,324  
Federal Home Loan Bank advances
    11,500       5,500  
Accrued interest payable
    101       77  
Advances from borrowers for taxes and insurance
    982       1,224  
Accrued expenses and other liabilities
    407        316  
Total Liabilities
    131,117       110,441  
                 
Stockholders’ Equity
               
Preferred stock – $0.01 par value, 1,000,000 shares authorized;
       none issued or outstanding
      -       -  
Common stock – $0.01 par value; 9,000,000 shares
               
authorized; 1,388,625 issued; 911,471 and 947,849 outstanding
at September 30, 2014 and December 31, 2013, respectively
    14       14  
Additional paid-in capital
    13,774       13,665  
Treasury stock, at cost: 2014 477,154 shares; 2013 440,776 shares
    (4,927 )     (4,279 )
Unallocated common stock held by: 
    (472 )     (536 )
Employee Stock Ownership Plan (ESOP)                
  Recognition & Retention Plan Trust (RRP)
    (94 )     (120 )
Accumulated other comprehensive loss
    (26 )     (18 )
Retained earnings
    8,985       8,260  
Total Stockholders' Equity
    17,254       16,986  
                 
Total Liabilities and Stockholders’ Equity
  $ 148,371     $ 127,427  
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
1

 
Quaint Oak Bancorp, Inc. 

Consolidated Statements of Income (Unaudited)
 
   
For the Three
Months Ended
   
For the Nine
Months Ended
 
   
September 30,
   
September 30,
 
     (In thousands, except for share data)  
   
2014
   
2013
   
2014
   
2013
 
Interest Income
                       
Interest on loans
  $ 1,835     $ 1,497     $ 5,285     $ 4,412  
Interest and dividends on short-term investments and investment securities
     46        66         133        197  
Total Interest Income
    1,881       1,563       5,418       4,609  
                                 
Interest Expense
                               
Interest on deposits
    434       414       1,225       1,249  
Interest on Federal Home Loan Bank advances
    11       6        19       41  
Total Interest Expense
    445       420       1,244       1,290  
                                 
Net Interest Income
    1,436       1,143       4,174       3,319  
                                 
Provision for Loan Losses
    111       55       337        162  
                                 
Net Interest Income after Provision for Loan Losses
    1,325       1,088       3,837       3,157  
                                 
Non-Interest Income
                               
Mortgage banking and title abstract fees
    52       103       212       352  
Other fees and services charges
    24       33       57       56  
Income from bank-owned life insurance
    23       -       27       -  
Net gain on sales of loans
    420       148       1,098       617  
Gain on sale of SBA loans
    48       -       64       -  
Loss on sale of other real estate owned
    (3 )     (13 )     (41 )     (23 )
Other
    9       6        24       21  
Total Non-Interest Income
    573       277       1,441       1,023  
                                 
Non-Interest Expense
                               
Salaries and employee benefits
    879       743       2,520       2,197  
Directors' fees and expenses
    51       63       157       178  
Occupancy and equipment
    131       125       400       359  
Professional fees
    98       86       283       293  
FDIC deposit insurance assessment
    26       23       75       51  
Other real estate owned (recovery) expense
    (1 )     12       16       41  
Advertising
    26       23       78       61  
Other
    131       70        333       281  
Total Non-Interest Expense
    1,341       1,145       3,862       3,461  
                                 
Income before Income Taxes
    557       220       1,416       719  
                                 
Income Taxes
    201       89       535       275  
                                 
Net Income
  $ 356     $ 131     $ 881     $ 444  
                                 
 Earnings per share - basic
  $ 0.42     $ 0.15     $ 1.03     $ 0.50  
 Average shares outstanding - basic
    841,858       892,266       852,025       890,495  
 Earnings per share - diluted
  $ 0.40     $ 0.14     $ 0.98     $ 0.48  
 Average shares outstanding - diluted
    894,209       933,809       902,953       927,987  
 
 
 
See accompanying notes to consolidated financial statements.
 
2

 
Quaint Oak Bancorp, Inc. 

Consolidated Statements of Comprehensive Income (Unaudited)
 
     
For the Three
Months Ended 
     
For the Nine
Months Ended 
 
      September 30,        September 30,   
      2014        2013        2014        2013  
              (In thousands)          
Net Income
  $ 356     $ 131     $ 881     $ 444  
                                 
Other Comprehensive Income  (Loss):
                               
Unrealized gains (losses) on investment securities available-for-sale
    (17 )     3       (12 )     (38 )
            Income tax effect
    6       (1 )     4       13  
                                 
Other comprehensive income (loss)
    (11 )     2       (8 )     (25 )
                                 
Total Comprehensive Income
  $ 345     $ 133     $ 873     $ 419  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
3

 
Quaint Oak Bancorp, Inc. 

Consolidated Statement of Stockholder's Equity (Unaudited)
 
For the Nine Months Ended September 30, 2014
                   
                                      Unallocated                           
      Common Stock                       Common        Accumulated                   
      Number of               Additional                Stock Held        Other                Total   
      Shares                Paid-in        Treasury        by Benefit        Comprehensive        Retained        Stockholders'   
      Outstanding        Amount        Capital        Stock        Plans        Loss        Earnings        Equity  
 
BALANCE – December 31, 2013
     947,849     $  14     $  13,665     $ (4,279 )   $ (656 )   $ (18 )   $ 8,260     $ 16,986  
 
Common stock allocated by ESOP
                       43                64                          107  
                                                                 
Treasury stock purchased
    (42,225 )                     (708 )                             (708 )
                                                                 
Reissuance of Treasury Stock Under Stock Incentive Plan
    2,738               (28 )      28                                -  
                                                                 
Reissuance of Treasury Stock Under 401(k)  Plan
    3,109                21        32                                53  
                                                                 
Stock based compensation expense
                     99                                       99  
                                                                 
Release of 2,777 vested RRP shares
                    (26 )              26                        -  
                                                                 
Cash dividends declared ($0.17 per share)
                                                    (156 )     (156 )
                                                                 
Net income
                                                    881       881  
                                                                 
Other comprehensive income (loss)
                                            (8 )             (8 )
                                                                 
 
BALANCE –September 30, 2014
      911,471     $  14     $  13,774     $ (4,927 )   $ (566 )   $ (26 )   $ 8,985     $ 17,254  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
4

 
Quaint Oak Bancorp, Inc. 

Consolidated Statement of Cash Flows (Unaudited)
     
For the Nine Months
Ended September 30, 
 
      2014        2013  
Cash Flows from Operating Activities     (In Thousands)   
Net income
  $ 881     $ 444  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Provision for loan losses
    337       162  
Depreciation expense
    124       104  
Net accretion of securities discounts
    -       (4 )
(Accretion) amortization of deferred loan fees and costs, net
    (196 )     103  
Stock-based compensation expense
    206       210  
       Gain on the sale of loans held for sale
    (1,098 )     (617 )
       Gain on the sale of SBA loan
    (64 )     -  
       Increase in the cash surrender value of bank-owned life insurance
    (27 )     -  
       Net loss on sale of other real estate owned
    41       23  
       Changes in assets and liabilities which provided (used) cash:
               
            Loans held for sale-originations
    (39,865 )     (35,393 )
            Loans held for sale-proceeds
    38,419       38,475  
            Accrued interest receivable
    (40 )     (6 )
            Prepaid expenses and other assets
    (304 )     145  
    Accrued interest payable
    24       (11 )
    Accrued expenses and other liabilities
    91       (172 )
Net Cash (Used in) Provided by Operating Activities
    (1,471 )      3,463  
Cash Flows from Investing Activities
 
Net decrease in investment in interest-earning time deposits
    973       499  
Purchase of investment securities available for sale
    (39 )     (36 )
Proceeds from calls of investment securities available for sale
    -       500  
Net increase in loans receivable
    (13,766 )     (15,080 )
Net (increase) decrease in investment in Federal Home Loan Bank stock
    (273 )     236  
Purchase of bank-owned life insurance
    (3,500 )     -  
Proceeds from the sale of other real estate owned
    463       93  
Capitalized expenditures on other real estate owned
    (28 )     (42 )
Purchase of premises and equipment
    (63 )     (153 )
Net Cash Used in Investing Activities
    (16,233 )     (13,983 )
Cash Flows from Financing Activities
 
Net increase in deposits
    14,803       6,130  
Proceeds from Federal Home Loan Bank advances
    6,000       -  
Repayment of Federal Home Loan Bank advances
    -       (2,000 )
Dividends paid
    (156 )     (136 )
Purchase of treasury stock
    (708 )     (297 )
Proceeds from the reissuance of treasury stock
    53       -  
Decrease in advances from borrowers for taxes and insurance
     (242 )     (295 )
Net Cash Provided by Financing Activities
    19,750       3,402  
Net Increase (Decrease) in Cash and Cash Equivalents
    2,046       (7,118 )
Cash and Cash Equivalents – Beginning of Year
    6,184       12,400  
Cash and Cash Equivalents – End of Period
  $ 8,230     $ 5,282  
                 
Supplementary Disclosure of Cash Flow and Non-Cash Information:                
Cash payments for interest
  $ 1,220     $ 1,301  
Cash payments for income taxes
  $ 668     $ 205  
Transfer of loans to other real estate owned
  $ 111     $  241  
 
 
See accompanying notes to consolidated financial statements.
 
5

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Financial Statement Presentation and Significant Accounting Policies
 
Basis of Financial Presentation. The consolidated financial statements include the accounts of Quaint Oak Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Quaint Oak Bank (the “Bank”) along with its wholly-owned subsidiaries.  At September 30, 2014, the Bank has five wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, Quaint Oak Insurance Agency, LLC, and QOB Properties, LLC, each a Pennsylvania limited liability company.  The mortgage, real estate and abstract companies offer mortgage banking, real estate sales and title abstract services, respectively, and began operation in July 2009.  QOB Properties, LLC began operations in July 2012 and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure.  Quaint Oak Insurance Agency, LLC is currently inactive.  All significant intercompany balances and transactions have been eliminated.
 
The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation.  Pursuant to the Bank’s election under Section 10(l) of the Home Owners’ Loan Act, the Company is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System.  The market area served by the Bank’s two branch offices includes Bucks, Montgomery, Lehigh and Northampton Counties, Pennsylvania, and northeast Philadelphia and the surrounding area.  The principal deposit products offered by the Bank are certificates of deposit, passbook savings accounts, statement savings accounts and eSavings accounts.  Loan products offered are fixed and adjustable rate residential and commercial mortgages, construction loans, home equity loans, auto loans, and lines of credit.
 
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim information and with the instructions to Form 10-Q, as applicable to a smaller reporting company.  Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements.
 
The foregoing consolidated financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof.  The balances as of December 31, 2013 have been derived from the audited financial statements.  These financial statements should be read in conjunction with the financial statements and notes thereto included in Quaint Oak Bancorp’s 2013 Annual Report on Form 10-K.  The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
 
Use of Estimates in the Preparation of Financial Statements. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s most significant estimates are the determination of the allowance for loan losses, the assessment of other-than-temporary impairment of investment and mortgage-backed securities, valuation of other real estate owned, and the valuation of deferred tax assets.
 
 
 
 
 
 
 
 
6

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
 
Loans Receivable.  Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs.  Interest income is accrued on the unpaid principal balance.  Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans.  The Bank is generally amortizing these amounts over the contractual life of the loan.
 
The loans receivable portfolio is segmented into residential loans, commercial real estate loans, construction loans and consumer loans.  The residential loan segment has two classes: one-to-four family residential owner occupied loans and one-to-four residential family non-owner occupied loans.  The commercial real estate loan segment consists of the following classes: multi-family (five or more) residential, commercial real estate and commercial lines of credit.  Construction loans are generally granted for the purpose of building a single residential home.  The consumer loan segment consists of the following classes: home equity loans and consumer non-real estate loans.  Included in the home equity class are home equity loans and home equity lines of credit.  Included in the consumer non-real estate loans are loans secured by saving accounts and auto loans.
 
The accrual of interest is generally discontinued when principal or interest has become 90 days past due unless the loan is in the process of collection and is either guaranteed or well secured.  When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses.  Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal.  Generally, a loan is restored to accrual status when the obligation is brought current, it has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
 
Allowance for Loan Losses.  The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans receivable. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
 
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
 
 
 
 
 
 
7

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are designated as impaired. For loans that are designated as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, recent loss experience in particular segments of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated quarterly to ensure their relevance in the current economic environment.  Residential owner occupied mortgage lending generally entails a lower risk of default than other types of lending. Consumer loans and commercial real estate loans generally involve more risk of collectability because of the type and nature of the collateral and, in certain cases, the absence of collateral. It is the Company’s policy to establish a specific reserve for loss on any delinquent loan when it determines that a loss is probable. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not considered impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.  An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral.
 
A loan is identified as a troubled debt restructuring (“TDR”) if the Company, for economic or legal reasons related to a debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Concessions granted under a TDR typically involve a temporary or permanent reduction in payments or interest rate or an extension of a loan’s stated maturity date at less than a current market rate of interest. Loans identified as TDRs are designated as impaired.
 
For loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.
 
 
 
 
 
 
 
 
8

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
 
The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for all loans (except one-to-four family residential owner-occupied loans) where the total amount outstanding to any borrower or group of borrowers exceeds $500,000, or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.
 
Loans Held for Sale.  Loans originated by the Bank’s mortgage banking subsidiary, Quaint Oak Mortgage, LLC, are intended for sale in the secondary market and are carried at the lower of cost or fair value (LOCOM). Gains and losses on loan sales (sales proceeds minus carrying value) are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.
 
Federal Home Loan Bank Stock.  Federal law requires a member institution of the Federal Home Loan Bank (FHLB) system to hold restricted stock of its district Federal Home Loan Bank according to a predetermined formula.  FHLB stock is carried at cost and evaluated for impairment. When evaluating FHLB stock for impairment, its value is determined based on the ultimate recoverability of the par value of the stock. We evaluate our holdings of FHLB stock for impairment each reporting period. No impairment charges were recognized on FHLB stock during the three and nine months ended September 30, 2014 and 2013.
 
Bank Owned Life Insurance (BOLl).  The Company purchases bank owned life insurance as a mechanism for funding various employee benefit costs.  The Company is the beneficiary of these policies that insure the lives of certain officers of its subsidiaries. The Company has recognized the cash surrender value under the insurance policies as an asset in the consolidated statements of financial condition. Changes in the cash surrender value are recorded in non-interest income in the consolidated statements of income.
 
Other Real Estate Owned. Other real estate owned or foreclosed assets are comprised of property acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure and loans classified as in-substance foreclosures.  A loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings take place.  Other real estate properties are initially recorded at fair value, net of estimated selling costs at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of cost or fair value less estimated costs to sell.  Net revenue and expenses from operations and additions to the valuation allowance are included in other expenses.
 
 
 
 
9

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 1 – Financial Statement Presentation and Significant Accounting Policies (Continued)
 
 
Share-Based Compensation.  Compensation expense for share-based compensation awards is based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.
 
At September 30, 2014, the Company has three share-based plans: the 2008 Recognition and Retention Plan (“RRP”), the 2008 Stock Option Plan, and the 2013 Stock Incentive Plan.  Awards under these plans were made in May 2008 and 2013.  These plans are more fully described in Note 9.
 
The Company also has an employee stock ownership plan (“ESOP”).  This plan is more fully described in Note 9.  As ESOP shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the average market price of the shares over the period earned.
 
Comprehensive Income (Loss).  Accounting principles generally accepted in the United States of America require that recognized revenue, expenses, gains and losses be included in net income.  Certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the consolidated balance sheet and  along with net income, are components of comprehensive income.
 
Earnings per Share.  Amounts reported in earnings per share reflect earnings available to common stockholders’ for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of unearned ESOP shares, unvested restricted stock (RRP) shares and treasury shares.  Stock options and unvested restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent they would have a dilutive effect if converted to common stock, computed using the “treasury stock” method.
 
Recent Accounting Pronouncements.   In January 2014, the FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method.  This ASU is not expected to have a significant impact on the Company’s financial statements.
 
 
 
 
10

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is evaluating the effect of adopting this new accounting Update.
 
In August 2014, the FASB issued ASU 2014-14, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40).  The amendments in this Update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met:  (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.  Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.  The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  This Update is not expected to have a significant impact on the Company’s financial statements.
 
Reclassifications.  Certain items in the 2013 consolidated financial statements have been reclassified to conform to the presentation in the 2014 consolidated financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.  The reclassifications had no effect on net income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 2 – Earnings Per Share
 
Earnings per share (“EPS”) consists of two separate components, basic EPS and diluted EPS.  Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented.  Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents (“CSEs”).  CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested restricted stock (RRP) shares. Common stock equivalents which are considered antidilutive are not included for the purposes of this calculation. For the three and nine months ended September 30, 2014, all unvested restricted stock program awards and outstanding stock options representing shares were dilutive.  Unvested restricted stock program awards and outstanding stock options representing shares of 77,000 for the three months ended September 30, 2013, and shares of 86,185 for the nine months ended September 30, 2013, were not included in the computation of diluted earnings per share, because to do so would have been antidilutive.
 
The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computations.

   
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Net Income
  $ 356,000     $ 131,000     $ 881,000     $ 444,000  
                                 
Weighted average shares outstanding – basic
    841,858       892,266       852,025       890,495  
Effect of dilutive common stock equivalents
    52,351       41,543       50,928       37,492  
Adjusted weighted average shares outstanding – diluted
    894,209       933,809       902,953       927,987  
                                 
Basic earnings per share
  $ 0.42     $ 0.15     $ 1.03     $ 0.50  
Diluted earnings per share
  $ 0.40     $ 0.14     $ 0.98     $ 0.48  

Note 3 – Accumulated Other Comprehensive Income (Loss)
 
The following table presents the changes in accumulated other comprehensive income (loss) by component net of tax for the three months and the nine months ended September 30, 2014 and 2013 (in thousands):

   
Unrealized Gains (Losses) on Investment Securities
Available for Sale (1)
 
   
For the Three Months Ended September 30,
   
For the Nine Months Ended September 30,
 
   
2014
   
2013
   
2014
   
2013
 
Balance at the beginning of the period
  $ (15 )   $ 33     $ (18 )   $ 60  
Other comprehensive income (loss) before classifications
    (11 )     2       (8 )     (25 )
Amount reclassified from accumulated other comprehensive loss
    -       -       -       -  
Total other comprehensive income (loss)
     (11 )     2       (8 )     (25 )
Balance at the end of the period  
  $ (26 )   $ 35     $ (26 )   $ 35  
_____________________________
(1) All amounts are net of tax.  Amounts in parentheses indicate debits.
 

There were no amounts reclassified out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2014 and 2013.

 
 
 
 
12

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 4 – Investment in Interest-Earning Time Deposits
 
The investment in interest-earning time deposits as of September 30, 2014 and December 31, 2013, by contractual maturity, are shown below:
 
   
September 30,
2014
   
December 31,
2013
 
   
(In Thousands)
 
Due in one year or less
  $ 2,337     $ 3,042  
Due after one year through five years
    4,323       4,591  
    $ 6,660     $ 7,633  

 
Note 5 – Investment Securities Available for Sale
 
The amortized cost and fair value of investment securities available for sale at September 30, 2014 and December 31, 2013 are summarized below (in thousands): 
 
   
September 30, 2014
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
 
Fair Value
 
Available for Sale:
                       
    Short-term bond fund
  $ 1,203       -     $ (21 )   $ 1,182  
    Limited-term bond fund
    544       -       (19 )     525  
    $ 1,747     $ -     $ (40 )   $ 1,707  
 
 
   
December 31, 2013
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
 
Fair Value
 
Available for Sale:
                       
    Short-term bond fund
  $ 1,170     $ -     $ (11 )   $ 1,159  
    Limited-term bond fund
     538       -       (17 )      521  
    $ 1,708     $ -     $ (28 )   $ 1,680  

 
The following table shows the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at September 30, 2014 and December 31, 2013 (in thousands):
 
     September 30, 2014  
         
Less than Twelve Months
   
Twelve Months or Greater
   
Total
 
               
Gross
         
Gross
         
Gross
 
   
Number of
   
 
   
Unrealized
   
 
   
Unrealized
   
 
   
Unrealized
 
   
Securities
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                           
Short-term bond fund
    1     $ -     $ -     $ 1,182     $ (21 )   $ 1,182     $ (21 )
Limited-term bond fund
    1       -       -       525       (19 )     525       (19 )
Total
    2     $ -     $ -     $ 1,707     $ (40 )   $ 1,707     $ (40 )
 
 
 
 
 
13

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 5 – Investment Securities Available for Sale (Continued)
 
 
 
December 31, 2013
 
 
     
Less than Twelve Months
   
Twelve Months or Greater
   
Total
   
 
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
   
Fair Value
   
Gross
Unrealized
Losses
   
Fair Value
   
Gross
Unrealized
Losses
 
 
               
Short-term bond fund 
    1     $ 1,159     $ (11 )   $ -     $ -     $ 1,159     $ (11
Limited-term bond fund
    1        -        -       521       (17     521       (17
Total
    2     $ 1,159     $ (11 )   $ 521     $ (17   $ 1,680     $ (28

At September 30, 2014, there were two bond funds in an unrealized loss position that at such date had an aggregate depreciation of 2.27% from the Company’s amortized cost basis. Management believes that the estimated fair value of the securities disclosed above is primarily dependent on the movement of market interest rates.  Management evaluated the length and time and the extent to which the fair value has been less than cost and the financial condition and near term prospects of the issuer, including any specific events which may influence the operations of the issuer.  The Company has the ability and intent to hold the security until the anticipated recovery of fair value occurs. Management does not believe any individual unrealized loss as of September 30, 2014 represents an other-than-temporary impairment.
 
There were no impairment charges recognized during the three and nine months ended September 30, 2014 or 2013.
 
Note 6 - Loans Receivable, Net and Allowance for Loan Losses
 
The composition of net loans receivable is as follows:
 
     
September 30,
2014
   
December 31,
2013
 
     
(In Thousands)
 
 
Real estate loans:
           
 
One-to-four family residential:
           
 
Owner occupied
  $ 8,376     $ 8,900  
 
Non-owner occupied
    48,935       43,489  
 
Total one-to-four family residential
    57,311       52,389  
                   
 
Multi-family (five or more) residential
    9,391       6,023  
 
Commercial real estate
    32,767       25,863  
 
Commercial lines of credit
    1,549       1,880  
 
Construction
    14,323       16,038  
 
Home equity loans
    6,208       5,682  
 
Total real estate loans
    121,549       107,875  
                   
  Non-real estate loans:                
 
Auto and equipment loans
    468       218  
 
Loans secured by deposits
    21       15  
 
Total Loans
    122,038       108,108  
                   
 
Deferred loan fees and costs
    (425 )     (280 )
 
Allowance for loan losses
    (1,148 )     (941 )
                   
 
Net Loans
  $ 120,465     $ 106,887  

 
 
 
 
14

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)
 
The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of September 30, 2014 and December 31, 2013 (in thousands): 

   
September 30, 2014
 
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
       
One-to-four family residential owner occupied
  $ 7,235     $ -     $ 838     $ 303     $ 8,376  
One-to-four family residential non-owner occupied
    47,396       79       1,231       229       48,935  
Multi-family residential
    9,320       -       71       -       9,391  
Commercial real estate and lines of credit
    33,633       102       382       199       34,316  
Construction
    14,323       -       -       -       14,323  
Home equity
    5,938       178       92       -       6,208  
Non-real estate
    489       -       -       -       489  
    $ 118,334     $ 359     $ 2,614     $ 731     $ 122,038  
 
 
   
December 31, 2013
 
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
       
One-to-four family residential owner occupied
  $ 7,308     $ 1,136     $ 153     $ 303     $ 8,900  
One-to-four family residential non-owner occupied
    41,586       800       1,103       -       43,489  
Multi-family residential
    5,948       75       -       -       6,023  
Commercial real estate and lines of credit
    26,673       397       673       -       27,743  
Construction
    16,038       -       -       -       16,038  
Home equity
    5,391       166       125       -       5,682  
Non-real estate
    233       -       -       -       233  
    $ 103,177     $ 2,574     $ 2,054     $ 303     $ 108,108  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
15

 
Quaint Oak Bancorp, Inc. 

Notes to Unaudited Consolidated Financial Statements
 
 
Note 6 - Loans Receivable, Net and Allowance for Loan Losses (Continued)
 
The following tables summarize information in regards to impaired loans by loan portfolio class as of September 30, 2014 and December 31, 2013 (in thousands):


   
September 30, 2014
 
   
Recorded Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded Investment
   
Interest
Income
Recognized
 
 
With no related allowance recorded:
                             
One-to-four family residential owner occupied
  $ 838     $ 838     $ -     $ 840     $ 11  
One-to-four family residential non-owner occupied
    1,134       1,134       -       1,141       26  
Multi-family residential
    71       71       -       74       -  
Commercial real estate and lines of credit
    249       249       -       252       14  
Construction
    -       -       -       -       -  
Home equity
    92       92       -       94       6  
Non-real estate
    -       -       -       -       -  
                                         
With an allowance recorded:
                                       
One-to-four family residential owner occupied
  $ 303     $ 303     $ 59     $ 303     $ -  
One-to-four family residential non-owner occupied
    326       326       30       328       4  
Multi-family residential
    -       -       -       -       -  
Commercial real estate and lines of credit
    332       332       28       330       7  
Construction
    -       -       -       -       -  
Home equity
    -       -       -       -       -  
Non-real estate
    -       -       -       -       -  
                                         
Total:
                                       
One-to-four family residential owner occupied
  $ 1,141     $ 1,141     $ 59     $ 1,143     $ 11  
One-to-four family residential non-owner occupied
    1,460       1,460       30       1,469       30  
Multi-family residential
    71       71       -       74       -  
Commercial real estate and lines of credit
    581       581       28       582       21  
Construction
    -       -       -       -       -  
Home equity
    92       92       -       94       6  
Non-real estate
    -       -       -       -       -  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16

 
Quaint Oak Bancorp, Inc. 

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

   
December 31, 2013
 
   
Recorded Investment
   
Unpaid
 Principal
Balance
   
Related
Allowance
   
Average
Recorded Investment
   
Interest
 Income
Recognized
 
With no related allowance recorded:
                             
One-to-four family residential owner occupied
  $ 456     $ 456     $ -     $ 428     $ 15  
One-to-four family residential non-owner occupied
    1,102       1,102       -       1,107       77  
Multi-family residential
    -       -       -       -       -  
Commercial real estate and lines of credit
    363       363       -       365       -  
Construction
    -       -       -       -       -  
Home equity
    125       125       -       124       9  
Non-real estate
    -       -       -       -       -  
                                         
With an allowance recorded:
                                       
One-to-four family residential owner occupied
  $ -     $ -     $ -     $ -     $ -  
One-to-four family residential non-owner occupied
    -       -       -       -       -  
Multi-family residential
    -       -       -       -       -  
Commercial real estate and lines of credit
    311       311       21       313       26  
Construction
    -       -       -       -       -  
Home equity
    -       -       -       -       -  
Non-real estate
    -       -       -       -       -  
                                         
Total:
                                       
One-to-four family residential owner occupied
  $ 456     $ 456     $ -     $ 428     $ 15  
One-to-four family residential non-owner occupied
    1,102       1,102       -       1,107       77  
Multi-family residential
    -       -       -       -       -  
Commercial real estate and lines of credit
    674       674       21       678       26  
Construction
    -       -       -       -       -  
Home equity
    125       125       -       124       9  
Non-real estate
    -       -       -       -       -