PB Bancorp, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - PB Bancorp, Inc.	t1600321_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - PB Bancorp, Inc.	t1600321_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - PB Bancorp, Inc.	t1600321_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - PB Bancorp, Inc.	t1600321_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2016

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 001-37676

PB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland		47-5150586
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

40 Main Street, Putnam, Connecticut 06260

(Address of principal executive offices)

(Zip Code)

(860) 928-6501

(Issuer’s telephone number)

N/A

(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 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.

xYES ¨ 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).

xYES ¨ 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) ¨YES x NO

As of May 1, 2016, there were 7,880,402 shares of the registrant’s common stock outstanding.

PB Bancorp, Inc.

Table of Contents

Part I.	FINANCIAL INFORMATION
		Page No.
Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets at March 31, 2016 and June 30, 2015	1

	Consolidated Statements of Operations for the three and nine months ended March 31, 2016 and 2015	2

	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended March 31, 2016 and 2015	3

	Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended March 31, 2016 and 2015	4

	Consolidated Statements of Cash Flows for the nine months ended March 31, 2016 and 2015	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	42

SIGNATURES		43

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

PB Bancorp, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			June 30,
	2016			2015
	(in thousands except share data)
ASSETS
Cash and due from depository institutions	$	3,931		$	4,562
Interest-bearing demand deposits with other banks		5,164			764
Total cash and cash equivalents		9,095			5,326
Securities available-for-sale, at fair value		64,943			45,657
Securities held-to-maturity (fair value of $155,819 as of March 31, 2016 and $165,644 as of June 30, 2015)		153,596			164,096
Federal Home Loan Bank stock, at cost		3,967			5,371
Loans		240,426			226,221
Less: Allowance for loan losses		(2,282	)		(2,175	)
Net loans		238,144			224,046
Premises and equipment		3,636			3,763
Accrued interest receivable		1,190			1,051
Other real estate owned		2,007			3,155
Goodwill		6,912			6,912
Bank-owned life insurance		9,632			9,427
Deferred tax asset		2,762			2,704
Other assets		1,619			2,093

Total assets	$	497,503		$	473,601

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest-bearing	$	65,580		$	59,854
Interest-bearing		288,549			297,787
Total deposits		354,129			357,641
Mortgagors' escrow accounts		1,454			2,363
Federal Home Loan Bank advances		52,500			56,740
Securities sold under agreements to repurchase		2,415			2,797
Other liabilities		2,323			2,316
Total liabilities		412,821			421,857

Stockholders' Equity
Preferred stock, 50,000,000 shares authorized, $0.01 par value, no shares issued and outstanding		-			-
Common stock, 100,000,000 shares authorized, $0.01 and $0.10 par value at March 31, 2016 and June 30, 2015, respectively, 7,880,402 issued and outstanding at March 31, 2016; 14,288,400 shares authorized, 8,267,178 shares issued, 7,789,036 shares outstanding at June 30, 2015. (1)		79			694
Additional paid-in capital		62,870			30,602
Retained earnings		25,927			25,919
Accumulated other comprehensive loss		(572	)		(198	)
Unearned ESOP shares		(3,622	)		(1,182	)
Treasury stock, at cost (478,142 shares at June 30, 2015) (1)		-			(4,091	)
Total stockholders' equity		84,682			51,744

Total liabilities and stockholders' equity	$	497,503		$	473,601

(1)

Share amounts related to periods prior to the date of completion of the Conversion (January 7, 2016) have been restated to give retroactive recognition to the exchange ratio applied in the Conversion (1.1907 to one).

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three months ended						Nine months ended
	March 31,						March 31,
	2016			2015			2016			2015
	(in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans	$	2,409		$	2,324		$	7,174		$	7,208
Interest and dividends on investments		1,060			1,007			3,061			3,051
Total interest and dividend income		3,469			3,331			10,235			10,259

Interest expense:
Deposits and escrow		453			538			1,394			1,669
Borrowed funds		343			351			1,040			1,100
Total interest expense		796			889			2,434			2,769
Net interest and dividend income		2,673			2,442			7,801			7,490

Provision for loan losses		-			580			613			650
Net interest and dividend income after provision for loan losses		2,673			1,862			7,188			6,840

Non-interest income:
Total other-than-temporary impairment losses on debt securities		(174	)		-			(407	)		(414	)
Portion of losses recognized in other comprehensive income		129			-			323			259
Net impairment losses recognized in earnings		(45	)		-			(84	)		(155	)
Fees for services		438			406			1,316			1,284
Mortgage banking activities		8			21			72			75
Net commissions from brokerage service		29			15			115			66
Income from bank-owned life insurance		66			68			205			209
Gain on sales of other real estate owned		-			-			352			48
Other income		38			23			158			119
Total non-interest income		534			533			2,134			1,646

Non-interest expense:
Compensation and benefits		1,613			1,542			4,808			4,647
Occupancy and equipment		307			347			920			946
Data processing		227			192			619			646
LAN/WAN network		39			37			111			112
Advertising and marketing		55			52			131			143
FDIC deposit insurance		91			108			288			271
Other real estate owned		21			148			210			307
Write-down of other real estate owned		-			-			28			33
Other		473			418			1,344			1,364
Total non-interest expense		2,826			2,844			8,459			8,469
Income (loss) before income tax expense (benefit)		381			(449	)		863			17

Income tax expense (benefit)		79			(140	)		133			(98	)
NET INCOME (LOSS)	$	302		$	(309	)	$	730		$	115

Earnings (loss) per common share:
Basic	$	0.04		$	(0.04	)	$	0.10		$	0.02
Diluted	$	0.04		$	(0.04	)	$	0.10		$	0.02

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2016			2015			2016			2015
	(in thousands)
Net income (loss)	$	302		$	(309	)	$	730		$	115

Other comprehensive (loss) income:
Net unrealized holding (losses) gains on available-for-sale securities		(271	)		286			(329	)		240
Reclassification adjustment for losses realized in income on available-for-sale securities (1)		45			-			84			155
Non-credit portion of other-than-temporary losses on available-for-sale securities		(129	)		-			(323	)		(259	)

Other comprehensive (loss) income before tax		(355	)		286			(568	)		136
Income tax benefit (expense) related to other comprehensive loss		122			(98	)		194			(47	)
Other comprehensive (loss) income net of tax		(233	)		188			(374	)		89
Total comprehensive income (loss)	$	69		$	(121	)	$	356		$	204

(1)

Reported in net impairment losses recognized in earnings included in non-interest income on the consolidated statements of operations. Income tax benefits associated with the reclassification adjustments were $18,000 and $ - for the three months ended March 31, 2016 and 2015, respectively. Income tax benefits associated with the reclassification adjustments were $33,000 and $53,000 for the nine months ended March 31, 2016 and 2015, respectively.

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the nine months ended March 31, 2016 and 2015

(Unaudited)

	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP Shares			Treasury Stock			Total Stockholders' Equity
	(dollars in thousands, except per share data)

Balances at June 30, 2014	$	694		$	30,602		$	25,793		$	(237	)	$	(1,310	)	$	(4,091	)	$	51,451

Comprehensive income		-			-			115			89			-			-			204
Cash dividends declared ($0.03 per share)		-			-			(197	)		-			-			-			(197	)
ESOP shares committed to be released (11,412 shares) (1)		-			-			(25	)		-			96			-			71

Balances at March 31, 2015	$	694		$	30,602		$	25,686		$	(148	)	$	(1,214	)	$	(4,091	)	$	51,529

Balances at June 30, 2015	$	694		$	30,602		$	25,919		$	(198	)	$	(1,182	)	$	(4,091	)	$	51,744

Comprehensive income		-			-			730			(374	)		-			-			356
Cash dividends declared ($0.08 per share)		-			-			(721	)		-			-			-			(721	)
ESOP shares committed to be released (12,112 shares) (1)		-			-			(1	)		-			98			-			97
Corporate Reorganization:
Conversion of PSB Holdings, Inc.		(618	)		33,095			-			-			-			-			32,477
Purchase by ESOP		3			2,535			-			-			(2,538	)		-			-
Treasury stock retired		-			(4,091	)		-			-			-			4,091			-
Contribution of Putnam Bancorp MHC		-			729			-			-			-			-			729

Balances at March 31, 2016	$	79		$	62,870		$	25,927		$	(572	)	$	(3,622	)	$	-		$	84,682

(1)

Share amounts related to periods prior to the date of completion of the Conversion (January 7, 2016) have been restated to give retroactive recognition to the exchage ratio applied in the Conversion (1.1907 to one).

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months
	Ended March 31,
	2016			2015
	(in thousands)
Cash flows from operating activities
Net income	$	730		$	115
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of securities, net		1,028			866
Impairment losses on securities		84			155
Net decrease in loans held-for-sale		-			100
Amortization of deferred loan costs, net		131			97
Amortization of premium on purchsed loans		7			-
Provision for loan losses		613			650
Gain on sale of other real estate owned, net		(352	)		(48	)
Write-down of other real estate owned		28			33
Depreciation and amortization - premises and equipment		238			258
Amortization - software		88			91
Decrease in accrued interest receivable and other assets		247			149
Increase in cash surrender value of bank-owned life insurance		(205	)		(209	)
Increase (decrease) in other liabilities		7			(32	)
Deferred tax expense		136			39
Amortization of ESOP expense		97			71
Net cash provided by operating activities		2,877			2,335
Cash flows from investing activities
Purchase of available-for-sale securities		(24,319	)		(3,067	)
Proceeds from calls, pay downs and maturities of available-for-sale securities		4,291			3,678
Purchase of held-to-maturity securities		(16,721	)		(30,668	)
Proceeds from calls, pay downs and maturities of held-to-maturity securities		26,283			19,576
Redemption of Federal Home Loan Bank Stock		1,404			556
Loan principal originations, net of repayments		(7,976	)		1,337
Loan purchases		(9,123	)		-
Recoveries of loans previously charged off		224			228
Proceeds from sale of other real estate owned		3,498			531
Capital expenditures - premises and equipment		(111	)		(56	)
Capital expenditures - software		-			(33	)
Net cash used in investing activities		(22,550	)		(7,918	)
Cash flows from financing activities
Net (decrease) increase in deposit accounts		(3,512	)		9,725
Net decrease in mortgagors' escrow accounts		(909	)		(989	)
Proceeds from long-term Federal Home Loan Bank advances		-			10,000
Repayment of long-term Federal Home Loan Bank advances		-			(11,000	)
Change in short term FHLB advances, net		(4,240	)		73
Net (decrease) increase in securities sold under agreements to repurchase		(382	)		13,098
Proceeds from common stock offering		32,477			-
Contribution of Putnam Bancorp MHC		729			-
Cash dividends paid on common stock		(721	)		(197	)
Net cash provided by financing activities		23,442			20,710
Net increase in cash and cash equivalents		3,769			15,127
Cash and cash equivalents at beginning of year		5,326			7,335
Cash and cash equivalents at end of period	$	9,095		$	22,462
Supplemental disclosures
Cash paid during the period for:
Interest	$	2,431		$	2,776
Income taxes refunded, net		(8	)		(554	)
Loans transferred to other real estate owned		2,026			2,164

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – Organization

PB Bancorp, Inc. (the “Company”) is a Maryland corporation incorporated on September 9, 2015 to be the successor to PSB Holdings, Inc. upon completion of the second step mutual-to-stock conversion (the “Conversion”) of Putnam Bancorp, MHC, (the “MHC”), the top tier mutual holding company of PSB Holdings, Inc. PSB Holdings, Inc. was the former mid-tier holding company for Putnam Bank (the “Bank”). Prior to completion of the Conversion, approximately 57% of the shares of common stock of PSB Holdings, Inc. were owned by the MHC. In conjunction with the Conversion, the MHC and PSB Holdings, Inc. merged into the Company and the Company became its successor under the name PB Bancorp, Inc. The Conversion was completed on January 7, 2016. The Company raised gross proceeds of $33.7 million by selling a total of 4,215,387 shares of common stock at $8.00 per share in the second step offering. Additionally, 317,287 new ESOP shares were issued. Concurrent with the completion of the stock offering, each share of PSB Holdings, Inc. stock owned by public stockholders (stockholders other than the MHC) was exchanged for 1.1907 shares of Company common stock. A total of 3,347,728 shares of Company common stock were issued in the exchange. The Conversion was accounted for as a capital raising transaction by entities under common control. The historical financial results of the MHC are immaterial to the results of the Company and therefore the net assets of the MHC have been reflected as an increase to stockholders’ equity.

As a result of the Conversion, all share and per share information has been revised to reflect the 1.1907-to-one exchange ratio. Such revised financial information presented in this Form 10-Q is derived from the consolidated financial statements of PSB Holdings, Inc. and its subsidiaries.

NOTE 2 – Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and the instructions to Form 10-Q, and accordingly do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments necessary, consisting of only normal recurring accruals and the elimination of all significant intercompany accounts, to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily indicative of the operating results to be expected for future periods, including the fiscal year ending June 30, 2016. These financial statements should be read in conjunction with the 2015 consolidated financial statements and notes thereto included in the PSB Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on September 28, 2015.

NOTE 3 – Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. The core principle of Topic 606 is that an entity recognizes 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. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the original effective dates of ASU 2014-09. The amendments in Update 2014-09 are now effective for annual reporting periods, including interim periods, beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall, (Subtopic 825-10). The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Targeted improvements to generally accepted accounting principles include the requirement for equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, the elimination of the requirement for non-public business entities to disclose the fair value of financial instruments measured at amortized cost and the elimination of the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is currently evaluating the impact to the consolidated financial statements of adopting this Update.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this Update is permitted for all entities. Management is currently evaluating the impact to the consolidated financial statements of adopting this Update.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). This Update was issued as part of the FASB’s simplification initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. The amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. Management is currently evaluating the impact to the consolidated financial statements of adopting this Update.

Note 4 - Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assumptions by management that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our loans, allowance for loan losses, income taxes, goodwill and the impairment of securities.

Loans. The Company’s loan portfolio includes residential real estate, commercial real estate, construction, commercial and consumer/other segments. Residential real estate loans include one-to four-family owner-occupied loans, second mortgage loans and equity lines of credit. Consumer/other loans include personal loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The accrual of interest on all loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual status is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed.

The allowance for loan losses is evaluated on a quarterly basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, specific and unallocated components, as further described below.

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, construction, commercial and consumer/other. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume and terms of loans; concentrations; changes in lending policies and procedures; experience/ability/depth of lending management and staff; loan rating migration; the effect of other external factors; changes in the value of underlying collateral; changes in the loan review system and national and local economic trends and conditions.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate - The Company does not originate loans with a loan-to-value ratio greater than 100% and does not originate subprime loans. Loans originated with a loan-to-value ratio greater than 80% generally require private mortgage insurance. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Commercial real estate - Loans in this segment are primarily income-producing properties throughout New England. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management obtains rent rolls annually and continually monitors the cash flows of these loans.

Construction – Loans in this segment primarily include speculative real estate development loans for which payment is derived from sale of the property. Credit risk is affected by the accuracy of estimated costs to complete the project, cost overruns, time to sell at an adequate price, and market conditions.

Commercial – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer/other - Loans in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower.

Specific component

The specific component relates to loans that are classified as impaired. 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 or foreclosure is probable. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer/other and residential real estate loans for impairment disclosures, unless such loans are 90 days or more past due or subject to a troubled debt restructuring (“TDR”) agreement.

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 classified as 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.

The Company periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a TDR. All TDRs are classified as impaired.

Unallocated component

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 reserves in the portfolio.

Goodwill. The Company’s goodwill was recorded as a result of business acquisitions and combinations. The Company’s goodwill (consideration paid in excess of fair value of acquired net assets) is reviewed at least annually to ensure that there have been no events or circumstances resulting in an impairment of the recorded amount of excess purchase price. Adverse changes in the economic environment, operations of the Company or other factors could result in a decline in projected fair values. If the estimated fair value is less than the carrying amount, a loss would be recognized to reduce the carrying amount to implied fair value.

Other-Than-Temporary Impairment of Securities. Management periodically reviews all investment securities with significant declines in fair value for potential other-than-temporary impairment pursuant to the guidance provided by ASC 320-10, Investments-Debt and Equity Securities. The guidance addresses the determination as to when an investment is considered impaired, whether the impairment is other-than-temporary, and the measurement of an impairment loss. It also includes accounting considerations subsequent to the recognition of other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments.

Income Taxes. The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities at enacted rates expected to be in effect when the amounts related to such temporary differences are realized or settled. A valuation allowance is established against deferred tax assets when, based upon the available evidence including historical and projected taxable income, it is more likely than not that some or all of the deferred tax assets will not be realized.

Management has discussed the development and selection of these critical accounting policies with the Audit Committee.

NOTE 5 – Earnings Per Share (EPS)

As presented below, basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. If rights to dividends on unvested options/awards are non-forfeitable, these unvested awards/options are considered outstanding in the computation of basic earnings per share. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. For purposes of computing diluted EPS, the treasury stock method is used.

The following information was used in the computation of EPS on both a basic and diluted basis for the three and nine months ended March 31, 2016 and 2015:

	Three months ended		Three months ended			Nine Months Ended		Nine Months Ended
	March 31, 2016		March 31, 2015			March 31, 2016		March 31, 2015
Net income	$	302,000	$	(309,000	)	$	730,000	$	115,000

Weighted average common shares applicable to basic EPS		7,447,399		7,640,717			7,583,108		7,636,884
Effect of dilutive potential common shares (1)		-		-			-		-
Weighted average common shares applicable to diluted EPS		7,447,399		7,640,717			7,583,108		7,636,884
Earnings per share:
Basic	$	0.04	$	(0.04	)	$	0.10	$	0.02
Diluted	$	0.04	$	(0.04	)	$	0.10	$	0.02

(1)

Share and per share amounts related to periods prior to the date of the completion of the Conversion (January 7, 2016) have been restated to give retroactive recognition to the exchange ratio applied in the Conversion (1.1907 to one).

(2)

For the three and nine months ended March 31, 2016, options to purchase 34,529 and 237,075 shares, respectively, were outstanding but not included in the computation of earnings per share because they were anti-dilutive. For the three and nine months ended March 31, 2015, options to purchase 237,075 (1) shares were outstanding but not included in the computation of earnings per share because they were anti-dilutive.

NOTE 6 – Investment Securities

The carrying value, estimated fair values, and gross unrealized gains and losses of investment securities by maturity and type are as follows:

	Amortized		Gross Unrealized					Fair
	Cost Basis		Gain		(Loss)			Value
	(in thousands)
March 31, 2016
Available-for-sale:
Debt securities:
U.S. government and government-sponsored securities:
Due from one through five years	$	1,000	$	2	$	-		$	1,002
From five through ten years		4,336		-		(25	)		4,311
		5,336		2		(25	)		5,313

Corporate bonds and other securities:
Due after ten years		5,999		-		(1,341	)		4,658

U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		217		6		-			223
From five through ten years		10,930		172		(26	)		11,076
After ten years		28,379		362		(28	)		28,713
		39,526		540		(54	)		40,012

Non-agency mortgage-backed securities:
Due after ten years		4,950		364		(354	)		4,960
Total debt securities		55,811		906		(1,774	)		54,943

Equity securities:
Auction rate preferred - due after 10 years		10,000		-		-			10,000
Total available-for-sale securities	$	65,811	$	906	$	(1,774	)	$	64,943

Held-to-maturity:
U.S. government and government-sponsored securities:
Due from one through five years	$	9,206	$	254	$	-		$	9,460
Due after ten years		5,481		8		-			5,489
		14,687		262		-			14,949

State agency and municipal obligations
Due from five through ten years		458		-		(1	)		457

U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		748		34		-			782
From five through ten years		2,534		121		-			2,655
After ten years		135,169		1,926		(119	)		136,976
		138,451		2,081		(119	)		140,413
Total held-to-maturity securities	$	153,596	$	2,343	$	(120	)	$	155,819

	Amortized		Gross Unrealized					Fair
	Cost Basis		Gain		(Loss)			Value
	(in thousands)
June 30, 2015:
Available-for-sale:
Debt securities:
U.S. government and government-sponsored securities:
Due from one through five years	$	1,000	$	-	$	(9	)	$	991

Corporate bonds and other securities:
Due after ten years		5,999		-		(795	)		5,204

U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		391		14		-			405
From five through ten years		9,374		125		-			9,499
After ten years		13,280		419		(1	)		13,698
		23,045		558		(1	)		23,602

Non-agency mortgage-backed securities:
Due after ten years		5,913		308		(361	)		5,860
Total debt securities		35,957		866		(1,166	)		35,657

Equity securities:
Auction rate preferred - due after 10 years		10,000		-		-			10,000
Total available-for-sale securities	$	45,957	$	866	$	(1,166	)	$	45,657

Held-to-maturity:
U.S. government and government-sponsored securities:
Due from one through five years	$	9,245	$	70	$	(4	)	$	9,311
From five through ten years		954		98		-			1,052
		10,199		168		(4	)		10,363

U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from five through ten years		3,304		127		-			3,431
After ten years		150,593		1,845		(588	)		151,850
		153,897		1,972		(588	)		155,281
Total held-to-maturity securities	$	164,096	$	2,140	$	(592	)	$	165,644

There were no sales of available-for-sale securities for the three months ended March 31, 2016 or 2015. Gains and losses on the sales of securities are recorded on the trade date and are determined using the specific identification method. There were other-than-temporary impairment charges on available-for-sale securities of $45,000 realized in income during the three months ended March 31, 2016. The write-downs included total other-than-temporary impairment losses of $174,000, net of $129,000 recognized in other comprehensive income, before taxes. There were no other-than-temporary impairment charges on available-for-sale securities realized in income during the three months ended March 31, 2015.

There were no sales of available-for-sale securities for the nine months ended March 31, 2016 or 2015. There were other-than-temporary impairment charges on available-for-sale securities of $84,000 realized in income during the nine months ended March 31, 2016. The write-downs included total other-than-temporary impairment losses of $407,000, net of $323,000 recognized in other comprehensive income, before taxes. There were other-than-temporary impairment charges on available-for-sale securities of $155,000 realized in income during the nine months ended March 31, 2015. The write-downs included total other-than-temporary impairment losses of $414,000, net of $259,000 recognized in other comprehensive income, before taxes.

The following is a summary of the estimated fair value and related unrealized losses segregated by category and length of time that individual securities have been in a continuous unrealized loss position at:

	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
March 31, 2016:	Value		Losses		Value		Losses		Value		Losses
Available-for-sale:	(in thousands)
Debt securities:
U.S. Government and government-sponsored securities	$	4,311	$	25	$	-	$	-	$	4,311	$	25
Corporate bonds and other securities		-		-		4,658		1,341		4,658		1,341
U.S. Government-sponsored and guaranteed mortgage-backed securities		17,425		54		-		-		17,425		54
Total temporarily impaired available-for-sale		21,736		79		4,658		1,341		26,394		1,420

Held-to-maturity:
State agency and municipal obligations		457		1		-		-		457		1
U.S. Government-sponsored and guaranteed mortgage-backed securities		9,268		23		9,947		96		19,215		119
Total temporarily impaired held-to-maturity		9,725		24		9,947		96		19,672		120

Other-than-temporarily impaired debt securities (1):
Non-agency mortgage-backed securities		40		-		2,395		354		2,435		354

Total temporarily-impaired and other- than-temporarily impaired securities	$	31,501	$	103	$	17,000	$	1,791	$	48,501	$	1,894

	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
June 30, 2015:	Value		Losses		Value		Losses		Value		Losses
Available-for-sale:	(in thousands)
Debt securities:
U.S. Government and government-sponsored guaranteed securities	$	-	$	-	$	991	$	9	$	991	$	9
Corporate bonds and other securities		-		-		5,204		795		5,204		795
U.S. Government-sponsored and guaranteed mortgage-backed securities		2,430		1		-		-		2,430		1
Total temporarily impaired available-for-sale		2,430		1		6,195		804		8,625		805

Held-to-maturity:
U.S. Government and government-sponsored securities		2,251		4		-		-		2,251		4
U.S. Government-sponsored and guaranteed mortgage-backed securities		46,247		261		12,630		327		58,877		588
Total temporarily impaired held-to-maturity		48,498		265		12,630		327		61,128		592

Other-than-temporarily impaired debt securities (1):
Non-agency mortgage-backed securities		563		6		3,001		355		3,564		361

Total temporarily-impaired and other- than-temporarily impaired securities	$	51,491	$	272	$	21,826	$	1,486	$	73,317	$	1,758

(1)

Includes other-than-temporary impaired available-for-sale debt securities in which a portion of the other-than-temporary impairment loss remains in accumulated other comprehensive income (loss).

Management evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

At March 31, 2016 and June 30, 2015, there were 34 and 43 individual investment securities, respectively, with aggregate depreciation of 3.8% and 2.3%, respectively, from the Company’s amortized cost basis. Management has the intent and ability to hold these securities until cost recovery occurs and considers these declines to be temporary.

The unrealized losses on the Company’s investment in U.S. Government-sponsored agency bonds and U.S. government-guaranteed and government-sponsored residential mortgage-backed securities were primarily caused by interest rate fluctuations. These investments are guaranteed or sponsored by the U.S. government or an agency thereof. Accordingly, it is expected that the securities would not be settled at a price less than the par value of the investment. Because the decline in market value is attributable to changes in interest rates and not to credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2016.

The Company’s unrealized losses on investments in corporate bonds and other securities relate to investments in companies within the financial services sector. As of March 31, 2016, the Company had five investments in corporate single-issuer trust preferred securities (TRUPs) with a total book value of $6.0 million and total fair value of $4.7 million, all of which were classified as available-for-sale. The single-issuer trust preferred investments are evaluated for other-than-temporary impairment by performing a present value of cash flows each quarter. None of the issuers have deferred interest payments or announced the intention to defer interest payments. The Company believes the decline in fair value is related to the spread over three-month LIBOR, on which the quarterly interest payments are based, as the spread over LIBOR being received is significantly lower than current market spreads. Management concluded the impairment of these investments was considered temporary and asserts that the Company does not have the intent to sell these investments and that it is more likely than not it will not have to sell the investments before recovery of their cost bases which may be at maturity.

For the three and nine months ended March 31, 2016, securities with other-than-temporary impairment losses recognized in earnings consisted of non-agency mortgage-backed securities. For these debt securities, the Company estimated the portion of loss attributable to credit loss using a discounted cash flow model. Significant inputs included the estimated cash flows of the underlying loans based on key assumptions, such as default rate, loss severity and prepayment rate. Assumptions can vary widely from security to security, and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. The present value of the expected cash flows was compared to the Company’s amortized cost basis to determine the credit-related impairment loss. Based on the expected cash flows derived from the model, the Company expects to recover the remaining unrealized losses on these securities.

The following table represents a roll-forward of the amount of credit losses on debt securities for which a portion of other-than-temporary impairment was recognized in other comprehensive income (loss) (in thousands):

Balance as of June 30, 2014	$	15,743
Credit losses on securities for which other-than-temporary impairment was not previously recorded		-
Additional credit losses on securities for which an other-than-temporary impairment charge was previously recorded		155
Reductions for securities sold during the period		-

Balance as of March 31, 2015	$	15,898

Balance as of June 30, 2015	$	15,898
Credit losses on securities for which other-than-temporary impairment was not previously recorded		-
Additional credit losses on securities for which an other-than-temporary impairment charge was previously recorded		84
Reductions for securities sold during the period		-

Balance as of March 31, 2016	$	15,982

NOTE 7 – Loans

The following table sets forth the composition of our loan portfolio at March 31, 2016 and June 30, 2015:

	March 31,			June 30,
	2016			2015
	(in thousands)

Real Estate:
Residential (1)	$	189,276		$	178,989
Commercial		43,195			41,762
Residential construction		2,218			1,318
Commercial		7,009			3,327
Consumer and other		714			701

Total loans		242,412			226,097

Unadvanced construction loans		(3,009	)		(680	)
		239,403			225,417
Net deferred loan costs		1,023			804
Allowance for loan losses		(2,282	)		(2,175	)

Loans, net	$	238,144		$	224,046

(1)

Residential real estate loans include one-to four-family mortgage loans, second mortgage loans, and home equity lines of credit.

Credit Quality Information

The Company utilizes a nine grade internal loan rating system as follows:

Loans rated 1 - 5 are considered “pass” rated loans with low to average risk.

Loans rated 6 are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 7 are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 8 are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 9 are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate, construction and commercial loans. Annually, the Company engages an independent third-party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process. Credit quality for residential real estate and consumer/other loans is determined by monitoring loan payment history and ongoing communications with the borrower.

The following table presents the Company’s loan classes by internally assigned grades at March 31, 2016 and June 30, 2015:

	Residential		Commercial		Residential				Consumer
March 31, 2016	Real Estate		Real Estate		Construction		Commercial		and other		Total
	(in thousands)
Grade:
Pass	$	185,304	$	35,091	$	966	$	6,960	$	713	$	229,034
Special Mention		424		440		-		-		-		864
Substandard		3,548		5,840		-		49		1		9,438
Doubtful		-		67		-		-		-		67
Loss		-		-		-		-		-		-
Total	$	189,276	$	41,438	$	966	$	7,009	$	714	$	239,403

	Residential		Commercial		Residential				Consumer
June 30, 2015	Real Estate		Real Estate		Construction		Commercial		and other		Total
	(in thousands)
Grade:
Pass	$	175,677	$	34,052	$	763	$	3,246	$	700	$	214,438
Special Mention		442		2,159		-		-		-		2,601
Substandard		2,870		3,716		-		81		1		6,668
Doubtful		-		1,710		-		-		-		1,710
Loss		-		-		-		-		-		-
Total	$	178,989	$	41,637	$	763	$	3,327	$	701	$	225,417

There were no modifications deemed to be troubled debt restructures during the three and nine months ended March 31, 2016 and 2015.

There was one residential real estate troubled debt restructuring in the amount of $200,000 that subsequently defaulted (defined as 30 or more days past due subsequent to restructuring) within one year of modification during the nine months ended March 31, 2015. There were no troubled debt restructurings that subsequently defaulted within one year of modification during the three and nine months ended March 31, 2016 or the three months ended March 31, 2015.

NOTE 8 – Non-performing Assets, Past Due and Impaired Loans

The table below sets forth the amounts and categories of non-performing assets at the dates indicated:

	At March 31,			At June 30,
	2016			2015
	(Dollars in thousands)
Non-accrual loans:
Real Estate:
Residential	$	3,369		$	2,731
Commercial		856			2,886
Commercial		17			22
Consumer		1			1
Total non-accrual loans		4,243			5,640

Accruing loans past due 90 days or more		-			-

Total non-performing loans		4,243			5,640

Other real estate owned		2,007			3,155
Total non-performing assets	$	6,250		$	8,795

Total non-performing loans to total loans		1.77	%		2.50	%
Total non-performing assets to total assets		1.26	%		1.86	%

Management is focused on working with borrowers and guarantors to resolve non-accrual loans by restructuring or liquidating assets when prudent. Many of our commercial relationships are secured by development loans, in particular condominiums which have experienced a significant reduction in demand. The Bank reviews the strength of the guarantors; requires face to face discussions and offers restructuring suggestions that provide the borrowers with short term relief and exit strategies. The Bank obtains a current appraisal on all real estate secured loans that are 180 days or more past due if the appraisal on file is older than one year. If the determination is made that there is the potential for collateral shortfall, an allocated reserve will be assigned to the loan for the expected deficiency. It is the policy of the Bank to charge off or write down loans or other assets when, in the opinion of the Credit Committee and Loan Review, the ultimate amount recoverable is less than the carrying value, or the collection of the amount is expected to be unduly prolonged. The level of non-performing assets is expected to fluctuate in response to changing economic and market conditions, and the relative sizes of the respective loan portfolios, along with management’s degree of success in resolving problem assets. Management takes a proactive approach with respect to the identification and resolution of problem loans.

The following table sets forth information regarding past due loans at March 31, 2016 and June 30, 2015:

					90 days
	30–59 Days		60–89 Days		or greater		Total
At March 31, 2016	Past Due		Past Due		Past Due		Past Due
	(in thousands)
Real Estate:
Residential	$	1,943	$	19	$	369	$	2,331
Commercial		827		-		67		894
Consumer and other		1		-		-		1
Total	$	2,771	$	19	$	436	$	3,226

At June 30, 2015

Real Estate:
Residential	$	290	$	193	$	755	$	1,238
Commercial		-		-		2,316		2,316
Consumer and other		4		-		-		4
Total	$	294	$	193	$	3,071	$	3,558

The following is a summary of information pertaining to impaired loans at March 31, 2016 and June 30, 2015:

	At March 31, 2016						At June 30, 2015
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Impaired loans without a valuation allowance:	(in thousands)
Real Estate:
Residential	$	951	$	982			$	868	$	873
Commercial		2,593		3,308				4,138		4,678
Commercial		17		18				2		2
Total impaired with no valuation allowance	$	3,561	$	4,308			$	5,008	$	5,553

Impaired loans with a valuation allowance:
Real Estate:
Residential	$	1,205	$	1,279	$	70	$	1,545	$	1,619	$	103
Commercial		-		-		-		22		22		17
Total impaired with a valuation allowance	$	1,205	$	1,279	$	70	$	1,567	$	1,641	$	120

Total impaired loans:
Real Estate:
Residential	$	2,156	$	2,261	$	70	$	2,413	$	2,492	$	103
Commercial		2,593		3,308		-		4,138		4,678		-
Commercial		17		18		-		24		24		17
Total impaired loans	$	4,766	$	5,587	$	70	$	6,575	$	7,194	$	120

The following is a summary of additional information pertaining to impaired loans:

	Three months ended						Three months ended
	March 31, 2016						March 31, 2015
	Average		Interest		Interest Income		Average		Interest		Interest Income
	Recorded		Income		Recognized		Recorded		Income		Recognized
	Investment		Recognized		on Cash Basis		Investment		Recognized		on Cash Basis
	(in thousands)
Real Estate:
Residential	$	2,168	$	9	$	2	$	2,938	$	12	$	1
Commercial		2,786		38		-		4,575		20		-
Commercial		18		-		-		398		4		-
Total impaired loans	$	4,972	$	47	$	2	$	7,911	$	36	$	1

	Nine months ended						Nine months ended
	March 31, 2016						March 31, 2015
	Average		Interest		Interest Income		Average		Interest		Interest Income
	Recorded		Income		Recognized		Recorded		Income		Recognized
	Investment		Recognized		on Cash Basis		Investment		Recognized		on Cash Basis
	(in thousands)
Real Estate:
Residential	$	2,251	$	34	$	10	$	3,282	$	35	$	1
Commercial		3,411		74		-		4,438		61		-
Commercial		110		4		-		371		16		-
Total impaired loans	$	5,772	$	112	$	10	$	8,091	$	112	$	1

NOTE 9 – Allowance for Loan Losses

An analysis of the allowance for loan losses for the three and nine months ended March 31, 2016 and 2015 is as follows:

Three months ended
March 31, 2016	Residential			Commercial		Residential					Consumer
	Real Estate			Real Estate		Construction			Commercial		and Other			Unallocated			Total
Allowance for loan losses:	(in thousands)
Beginning balance	$	1,118		$	968	$	9		$	52	$	30		$	128		$	2,305
Charge-offs		(30	)		-		-			-		(13	)		-			(43	)
Recoveries		12			3		-			-		5			-			20
Provision (credit)		23			25		(2	)		4		4			(54	)		-
Ending Balance	$	1,123		$	996	$	7		$	56	$	26		$	74		$	2,282

Three months ended
March 31, 2015	Residential			Commercial			Residential						Consumer
	Real Estate			Real Estate			Construction			Commercial			and Other			Unallocated			Total
Allowance for loan losses:	(in thousands)
Beginning balance	$	1,117		$	878		$	13		$	13		$	22		$	81		$	2,124
Charge-offs		(93	)		(547	)		-			-			(10	)		-			(650	)
Recoveries		12			175			-			3			-			-			190
Provision (credit)		85			508			(5	)		(4	)		13			(17	)		580
Ending Balance	$	1,121		$	1,014		$	8		$	12		$	25		$	64		$	2,244

Nine months ended
March 31, 2016	Residential			Commercial			Residential				Consumer
	Real Estate			Real Estate			Construction		Commercial		and other			Unallocated			Total
Allowance for loan losses:	(in thousands)
Beginning balance	$	1,091		$	906		$	5	$	41	$	26		$	106		$	2,175
Charge-offs		(71	)		(620	)		-		-		(39	)		-			(730	)
Recoveries		36			165			-		9		14			-			224
Provision (credit)		67			545			2		6		25			(32	)		613
Ending Balance	$	1,123		$	996		$	7	$	56	$	26		$	74		$	2,282

Nine months ended
March 31, 2015	Residential			Commercial			Residential						Consumer
	Real Estate			Real Estate			Construction			Commercial			and other			Unallocated			Total
Allowance for loan losses:	(in thousands)
Beginning balance	$	1,279		$	907		$	13		$	12		$	24		$	145		$	2,380
Charge-offs		(99	)		(879	)		-			-			(36	)		-			(1,014	)
Recoveries		34			175			-			9			10			-			228
Provision (credit)		(93	)		811			(5	)		(9	)		27			(81	)		650
Ending Balance	$	1,121		$	1,014		$	8		$	12		$	25		$	64		$	2,244

Further information pertaining to the allowance for loan losses at March 31, 2016 and June 30, 2015 is as follows:

At March 31, 2016	Residential		Commercial		Residential				Consumer
	Real Estate		Real Estate		Construction		Commercial		and Other		Unallocated		Total
(in thousands)
Amount of allowance for loan losses for impaired loans	$	70	$	-	$	-	$	-	$	-	$	-	$	70

Amount of allowance for loan losses for non-impaired loans	$	1,053	$	996	$	7	$	56	$	26	$	74	$	2,212

Impaired loans	$	2,156	$	2,593	$	-	$	17	$	-	$	-	$	4,766

Non-impaired loans	$	187,120	$	38,845	$	966	$	6,992	$	714	$	-	$	234,637

At June 30, 2015	Residential		Commercial		Residential				Consumer
	Real Estate		Real Estate		Construction		Commercial		and Other		Unallocated		Total
(in thousands)
Amount of allowance for loan losses for impaired loans	$	103	$	-	$	-	$	17	$	-	$	-	$	120

Amount of allowance for loan losses for non-impaired loans	$	988	$	906	$	5	$	24	$	26	$	106	$	2,055

Impaired loans	$	2,413	$	4,138	$	-	$	24	$	-	$	-	$	6,575

Non-impaired loans	$	176,576	$	37,499	$	763	$	3,303	$	701	$	-	$	218,842

NOTE 10 – Accumulated Other Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the consolidated balance sheets, such items are components of accumulated other comprehensive income (loss).

The components of accumulated other comprehensive loss and related tax effects are as follows:

	March 31,			June 30,
	2016			2015
	(in thousands)
Net unrealized loss on securities available-for-sale	$	(868	)	$	(300	)
Tax effect		296			102
Accumulated other comprehensive loss	$	(572	)	$	(198	)

NOTE 11 – FAIR VALUE MEASUREMENTS

The Company groups its assets measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value as follows:

Level 1 – Valuations for assets traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2 – Valuations for assets traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets.

Level 3 – Valuations for assets that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s assets carried at fair value for March 31, 2016.

The Company’s mortgage-backed securities and other debt securities available-for-sale are generally classified within Level 2 of the fair value hierarchy. For these securities, we obtain fair value measurements from independent pricing services, which are not adjusted by management. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

The Company’s impaired loans and other real estate owned are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based upon appraisals of similar properties obtained from a third party and adjusted by management as needed.

The Company did not have any transfers of assets between Levels 1 and 2 of the fair value hierarchy during the nine months ended March 31, 2016.

The following summarizes assets measured at fair value on a recurring basis at March 31, 2016 and June 30, 2015:

			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
At March 31, 2016	Total Fair		Identical Assets		Inputs		Inputs
(in thousands)	Value		Level 1		Level 2		Level 3
Securities available-for-sale:
U.S. government and government-sponsored securities	$	5,313	$	-	$	5,313	$	-
Corporate bonds and other securities		4,658		-		4,658		-
U.S. Government-sponsored and guaranteed mortgage-backed securities		40,012		-		40,012		-
Non-agency mortgage-backed securities		4,960		-		4,960		-
Equity securities		10,000		-		-		10,000
Total	$	64,943	$	-	$	54,943	$	10,000

			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
At June 30, 2015	Total Fair		Identical Assets		Inputs		Inputs
(in thousands)	Value		Level 1		Level 2		Level 3
Securities available-for-sale:
U.S. government and government-sponsored securities	$	991	$	-	$	991	$	-
Corporate bonds and other securities		5,204		-		5,204		-
U.S. Government-sponsored and guaranteed mortgage-backed securities		23,602		-		23,602		-
Non-agency mortgage-backed securities		5,860		-		5,860		-
Equity securities		10,000		-		-		10,000
Total	$	45,657	$	-	$	35,657	$	10,000

The table below represents the changes in level 3 assets measured at fair value for the nine months ended March 31, 2016.

(in thousands)
Beginning balance, June 30, 2015	$	10,000
Unrealized losses included in other comprehensive income		-
Ending balance, March 31, 2016	$	10,000

The following summarizes assets measured at fair value on a non-recurring basis and the adjustments to the carrying value at and for the three and nine months ended March 31, 2016 and 2015:

			Quoted Prices in						Total Losses		Total Losses
			Active Markets for		Significant Other		Significant		for the three		for the nine
At March 31, 2016	Total Fair		Identical Assets		Observable Inputs		Unobservable Inputs		months ended		months ended
	Value		Level 1		Level 2		Level 3		March 31, 2016		March 31, 2016
	(in thousands)
Impaired loans	$	1,020	$	-	$	-	$	1,020	$	-	$	(647	)
Other real estate owned		111		-		-		111		-		(28	)
	$	1,131	$	-	$	-	$	1,131	$	-	$	(675	)

			Quoted Prices in						Total Losses			Total Losses
			Active Markets for		Significant Other		Significant		for the three			for the nine
At March 31, 2015	Total Fair		Identical Assets		Observable Inputs		Unobservable Inputs		months ended			months ended
	Value		Level 1		Level 2		Level 3		March 31, 2015			March 31, 2015
	(in thousands)
Impaired loans	$	1,397	$	-	$	-	$	1,397	$	(211	)	$	(411	)
Other real estate owned		82		-		-		82		-			(33	)
	$	1,479	$	-	$	-	$	1,479	$	(211	)	$	(444	)

The amount of loans represents the carrying value of impaired loans net of related write-downs and valuation allowances for which adjustments are based on the estimated fair value of the underlying collateral. The amount of other real estate owned represents the carrying value for which write-downs are based on the estimated fair value of the property.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a market may not readily exist for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

There were no liabilities measured at fair value on a recurring or non-recurring basis at March 31, 2016 or June 30, 2015.

The following methods and assumptions were used by the Company in estimating fair values of its financial instruments:

Cash and Cash Equivalents. The carrying amounts of cash and cash equivalents approximate fair values based on the short-term nature of the assets.

Investment Securities and FHLBB Stock. The fair value of securities held-to-maturity and available-for-sale is estimated based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or available market evidence. Ownership of Federal Home Loan Bank of Boston (“FHLBB”) stock is restricted to member banks; therefore, the stock is not traded. The estimated fair value of FHLBB stock is equal to its carrying value, which represents the price at which the FHLBB is obligated to redeem its stock.

Loans. For valuation purposes, the loan portfolio was segregated into its significant categories, which are residential, commercial real estate, residential construction, commercial and consumer and other loans. These categories were further segregated, where appropriate, into components based on significant financial characteristics such as type of interest rate (fixed or adjustable). Fair values were estimated for each component using assumptions developed by management and a valuation model provided by a third party specialist.

The fair values of residential, commercial real estate, residential construction, commercial and consumer and other loans were estimated by discounting the anticipated cash flows from the respective portfolios. Estimates of the timing and amount of these cash flows considered factors such as future loan prepayments. The discount rates reflected current market rates for loans with similar terms to borrowers of similar credit quality. The fair value of home equity lines of credit was based on the outstanding loan balances. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposits and Mortgagors’ Escrow. The fair value of deposits with no stated maturity such as demand deposits, NOW, regular savings, and money market deposit accounts and mortgagors’ escrow accounts, is equal to the amount payable on demand. The fair value estimates do not include the benefit that results from the generally lower cost of funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. The fair value estimate of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits having similar remaining maturities.

Federal Home Loan Bank Advances. The fair values of the Company’s Federal Home Loan Bank advances are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Securities Sold Under Agreements to Repurchase. The Company enters into overnight repurchase agreements with its customers. Since these agreements are short-term instruments, the fair value of these agreements approximates their recorded balance. The Company also secures term repurchase agreements through other financial institutions. The fair value of these agreements are determined by discounting the anticipated future cash payments using rates currently available to the Bank for debt with similar terms and remaining maturities.

Accrued Interest. The carrying amounts of accrued interest approximate fair value.

Off-Balance Sheet Instruments. The fair value of off-balance-sheet mortgage lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. In the case of the commitments discussed in Note 14, the fair value equals the carrying amounts which are not significant.

Summary of Fair Values of Financial Instruments. The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows. Certain financial instruments and all nonfinancial instruments are exempt from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein do not represent the underlying fair value of the Company.

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments, all of which are held or issued for purposes other than trading, as of March 31, 2016 and June 30, 2015:

	March 31, 2016
	Carrying		Fair Value Hierarchy						Fair
	Amount		Level 1		Level 2		Level 3		Value
	(in thousands)
Financial assets:
Cash and cash equivalents	$	9,095	$	9,095	$	-	$	-	$	9,095
Securities available-for-sale		64,943		-		54,943		10,000		64,943
Securities held-to-maturity		153,596		-		155,819		-		155,819
Federal Home Loan Bank stock		3,967		-		-		3,967		3,967
Loans, net		238,144		-		-		241,465		241,465
Accrued interest receivable		1,190		-		-		1,190		1,190

Financial liabilities:
Deposits		354,129		-		-		355,557		355,557
Mortgagors' escrow accounts		1,454		-		-		1,454		1,454
Federal Home Loan Bank advances		52,500		-		53,891		-		53,891
Securities sold under agreements to repurchase		2,415		-		2,415		-		2,415
Accrued interest payable		117		-		-		117		117

	June 30, 2015
	Carrying		Fair Value Hierarchy						Fair
	Amount		Level 1		Level 2		Level 3		Value
	(in thousands)
Financial assets:
Cash and cash equivalents	$	5,326	$	5,326	$	-	$	-	$	5,326
Securities available-for-sale		45,657		-		35,657		10,000		45,657
Securities held-to-maturity		164,096		-		165,644		-		165,644
Federal Home Loan Bank stock		5,371		-		-		5,371		5,371
Loans, net		224,046		-		-		226,308		226,308
Accrued interest receivable		1,051		-		-		1,051		1,051

Financial liabilities:
Deposits		357,641		-		-		359,253		359,253
Mortgagors' escrow accounts		2,363		-		-		2,363		2,363
Federal Home Loan Bank advances		56,740		-		58,095		-		58,095
Securities sold under agreements to repurchase		2,797		-		2,797		-		2,797
Accrued interest payable		114		-		-		114		114

NOTE 12 – Subsequent Events

On April 6, 2016, the Board of Directors of PB Bancorp, Inc. declared a cash dividend of $0.025 a share for all stockholders of record as of April 20, 2016, which is payable on May 4, 2016. Please refer to Note 1 and Part II – Other Information for details of the reorganization.

NOTE 13 – Commitments to Extend Credit

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The contractual amounts of outstanding commitments were as follows:

	March 31,		June 30,
	2016		2015
	(in thousands)
Commitments to extend credit:
Loan commitments	$	5,304	$	3,557
Unadvanced construction loans		3,009		787
Unadvanced lines of credit		13,076		13,482
Standby letters of credit		395		396
Outstanding commitments	$	21,784	$	18,222

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis discusses changes in the financial condition at March 31, 2016 and June 30, 2015 and results of operations for the three and nine months ended March 31, 2016 and 2015, and should be read in conjunction with the Company’s Consolidated Financial Statements (unaudited) and the notes thereto, appearing in Part I, Item 1 of this quarterly report. These financial statements should be read in conjunction with the 2015 Consolidated Financial Statements and notes thereto included in PSB Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on September 28, 2015.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. PB Bancorp intends such 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 is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of PB Bancorp, are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. PB Bancorp’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of PB Bancorp and its subsidiary include, but are not limited to, changes in: interest rates, general economic conditions, legislation and regulations, real estate values, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan and investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in PB Bancorp’s market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning PB Bancorp and its business, including additional factors that could materially affect PB Bancorp financial results, is included in PB Bancorp’s filings with the Securities and Exchange Commission, including the risk factors included in PB Bancorp’s prospectus filed with the SEC on November 20, 2015.

Except as required by applicable law and regulation, the Company does not undertake – and specifically disclaims any obligation – to publicly release the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Overview

Our profitability is highly dependent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds.

Our net income increased $611,000, to $302,000, or $0.04 per basic and diluted share for the three months ended March 31, 2016, compared to a net loss of $309,000, or ($0.04) per basic and diluted share for the three months ended March 31, 2015. This was due primarily to a decrease in our provision for loan losses of $580,000 to no provision for the three months ended March 31, 2016. The decreased provision for loan losses primarily reflects a decrease in net charge-offs of $437,000, to $23,000 for the three months ended March 31, 2016 from $460,000 for the three months ended March 31, 2015. Net interest income increased $231,000, or 9.5% to $2.7 million for the three months ended March 31, 2016 from $2.4 million for the three months ended March 31, 2015. Non-interest income remained relatively unchanged at $534,000 for the three months ended March 31, 2016 compared to $533,000 for the three months ended March 31, 2015. Total non-interest expense was flat at $2.8 million for each of the three months ended March 31, 2016 and March 31, 2015.

Our net income increased $615,000, or 534.8%, to $730,000, or $0.10 per basic and diluted share for the nine months ended March 31, 2016, compared to $115,000, or $0.02 per basic and diluted share for the nine months ended March 31, 2015. Net interest income increased $311,000, or 4.2% to $7.8 million for the nine months ended March 31, 2016 from $7.5 million for the nine months ended March 31, 2015. Our net income was also positively affected by an increase in non-interest income, which increased $488,000, or 29.6 %, to $2.1 million for the nine months ended March 31, 2016 compared to $1.6 million for the nine months ended March 31, 2015. This was primarily due to an increase in gain on sales of other real estate owned of $304,000 to $352,000 for the nine months ended March 31, 2016 compared to $48,000 for the nine months ended March 31, 2015, and a decrease in other-than-temporary write-downs of investment securities of $71,000, or 45.8%, to $84,000 for the nine months ended March 31, 2016 compared to $155,000 for the nine months ended March 31, 2015. The write-downs for the nine months ended March 31, 2016 and 2015 consisted of credit losses on non-agency mortgage-backed securities. The provision for loan losses decreased $37,000, or 5.7% to $613,000 for the nine months ended March 31, 2016 compared to $650,000 for the nine months ended March 31, 2015. The decreased provision for loan losses primarily reflects a decrease in net charge-offs of $280,000 to $506,000 for the nine months ended March 31, 2016 from $786,000 for the nine months ended March 31, 2015. Total non-interest expense remained flat at $8.5 million for each of the nine months ended March 31, 2016 and March 31, 2015.

An increase in interest rates will present us with a challenge in managing our interest rate risk. As a general matter, our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets, which can result in interest expense increasing more rapidly than increases in interest income as interest rates increase. Therefore, increases in interest rates may adversely affect our net interest income, which in turn would likely have an adverse effect on our results of operations. As described in “—Market Risk,” we expect that our net interest income and our net portfolio value would decrease as a result of an instantaneous increase in interest rates. We use a variety of strategies to help manage interest rate risk, as described in “—Market Risk.”

Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in Eastern Connecticut and the Rhode Island and Massachusetts communities adjacent to Windham County, Connecticut. Local economic conditions have a significant impact on our commercial real estate and construction and consumer loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans. In addition, changes in economic conditions could result in increased actual losses or increased losses inherent in our loan portfolio, either of which could require us to significantly increase the level of our provision for loan losses.

Comparison of Financial Condition at March 31, 2016 and June 30, 2015

Assets

Total assets were $497.5 million at March 31, 2016, an increase of $23.9 million, or 5.0%, from $473.6 million at June 30, 2015. Cash and cash equivalents increased $3.8 million, or 70.8%, to $9.1 million at March 31, 2016 compared to $5.3 million at June 30, 2015. Investments in held-to-maturity securities decreased $10.5 million, or 6.4%, to $153.6 million at March 31, 2016 compared to $164.1 million at June 30, 2015 and investments in available-for-sale securities increased $19.3 million, or 42.2%, to $64.9 million at March 31, 2016 compared to $45.7 million at June 30, 2015. The net increase in securities was primarily due to investing some of the net proceeds raised in the recently completed stock offering completed in January 2016 (See Note 1). Net loans outstanding increased $14.1 million, or 6.3%, to $238.1 million at March 31, 2016 from $224.0 million at June 30, 2015. The increase in loans was primarily due to a $10.3 million, or 5.7%, increase in residential real estate loans to $189.3 million at March 31, 2016 from $179.0 million at June 30, 2015. Included in the increase in residential real estate was a purchase of $6.7 million in loans during the nine months ended March 31, 2016. Commercial loans increased $3.7 million, or 110.7%, to $7.0 million at March 31, 2016 from $3.3 million at June 30, 2015. Included in commercial loans was a purchase of $2.4 million in loans during the nine months ended March 31, 2016. With increased loan demand, we have been using excess cash to increase the loan portfolio instead of investing in securities. Other real estate owned decreased $1.1 million, or 36.4%, to $2.0 million at March 31, 2016 from $3.1 million at June 30, 2015.

Allowance for Loan Losses

The table below indicates the relationship between the allowance for loan losses, total loans outstanding and non-performing loans at March 31, 2016 and June 30, 2015. For additional information, see “Comparison of Operating Results for the three and nine months ended March 31, 2016 and 2015 – Provision for Loan Losses.”

	March 31,			June 30,
	2016			2015
	(Dollars in thousands)
Allowance for loan losses	$	2,282		$	2,175
Total loans		240,426			226,221
Non-performing loans		4,243			5,640
Allowance/total loans		0.95	%		0.96	%
Allowance/non-performing loans		53.8	%		38.6	%

One non-performing loan for $1.0 million was transferred from loans to other real estate owned in November 2015 and was subsequently sold in December 2015.

Liabilities

Total liabilities decreased $9.0 million, or 2.1%, to $412.8 million at March 31, 2016 from $421.9 million at June 30, 2015. Total deposits decreased $3.5 million, or 1.0%, to $354.1 million at March 31, 2016 from $357.6 million at June 30, 2015. We experienced an increase in non-interest-bearing deposits of $5.7 million, or 9.6% to $65.6 million at March 31, 2016 compared to $59.9 million at June 30, 2015. Interest-bearing deposits decreased $9.2 million, or 3.1% to $288.5 million at March 31, 2016 compared to $297.8 million at June 30, 2015. Total Federal Home Loan Bank borrowings decreased $4.2 million, or 7.5%, to $52.5 million at March 31, 2016 from $56.7 million at June 30, 2015. Total securities sold under agreements to repurchase decreased $382,000, or 13.7%, to $2.4 million at March 31, 2016 from $2.8 million at June 30, 2015. Mortgagors’ escrow accounts decreased $909,000, or 38.5% to $1.5 million at March 31, 2016 compared to $2.4 million at June 30, 2015.

Stockholders’ Equity

Total stockholders’ equity increased $32.9 million, or 63.7% to $84.7 million at March 31, 2016 from $51.7 million at June 30, 2015. The increase was primarily due to $32.5 million in net proceeds received in the stock offering completed in January 2016 (See Note 1). Dividends paid during the nine months ended March 31, 2016 were $721,000.

Comparison of Operating Results for the Three and Nine Months ended March 31, 2016 and 2015

Net Income

Net income was $302,000, or $0.04 per basic and diluted share, for the three months ended March 31, 2016 compared to a net loss of $309,000, or ($0.04) per basic and diluted share, for the three months ended March 31, 2015. Net income was $730,000, or $0.10 per basic and diluted share, for the nine months ended March 31, 2016 compared to $115,000, or $0.02 per basic and diluted share, for the nine months ended March 31, 2015.

Interest and Dividend Income. Interest and dividend income increased $138,000, or 4.1% to $3.5 million for the three months ended March 31, 2016 compared to $3.3 million for the three months ended March 31, 2015. Specifically, the average balance of interest-earning assets increased $19.3 million, or 4.3% to $467.5 million for the three months ended March 31, 2016 from $448.2 million for the three months ended March 31, 2015. This was partially offset by a decrease in the average yield on interest-earning assets to 2.98% for the three months ended March 31, 2016 from 3.01% for the three months ended March 31, 2015.

Interest income on loans increased $85,000, or 3.7% to $2.4 million for the three months ended March 31, 2016 compared to $2.3 million for the three months ended March 31, 2015. This was primarily due to an increase in average loans outstanding which was partially offset by a decrease in yield. The average balance of loans increased $10.8 million, or 4.8% to $238.8 million for the three months ended March 31, 2016 from $228.0 million for the three months ended March 31, 2015. The yield on average loans decreased seven basis points to 4.06% for the three months ended March 31, 2016 from 4.13% for the three months ended March 31, 2015, due to continued repayments of higher-yielding loans and originating newer loans in a lower interest rate environment.

Interest income on investments increased $53,000, or 5.3% to $1.1 million for the three months ended March 31, 2016 compared to $1.0 million for the three months ended March 31, 2015. This was primarily due to an increase in average investments which was partially offset by a decrease in yield. The average balance of investments increased $7.0 million, or 3.5% to $206.6 million for the three months ended March 31, 2016 from $199.6 million for the three months ended March 31, 2015. The yield on average investments decreased two basis points to 2.01% for the three months ended March 31, 2016 from 2.03% for the three months ended March 31, 2015.

Interest and dividend income decreased by $24,000, or 0.2%, to $10.2 million for the nine months ended March 31, 2016 from $10.3 million for the nine months ended March 31, 2015. The decrease in interest and dividend income reflected the ongoing decrease in average yields on our loan and investment securities portfolios in the current low interest rate environment. Specifically, the average yield on interest-earning assets decreased to 3.01% for the nine months ended March 31, 2016 from 3.07% for the nine months ended March 31, 2015. This was partially offset by an increase in the average balance of interest-earning assets of $7.7 million, or 1.7%.

Interest income on loans decreased by $34,000, or 0.5%, and was $7.2 million for each of the nine months ended March 31, 2016 and 2015. This was primarily due to a decrease in yield which was partially offset by an increase in balances. The yield on average loans decreased six basis points to 4.09% for the nine months ended March 31, 2016 from 4.15% for the nine months ended March 31, 2015, due to continued repayments of higher-yielding loans and originating newer loans in a lower interest rate environment. The average balance of loans increased $1.7 million, or 0.7% to $233.3 million for the nine months ended March 31, 2016 from $231.6 million for the nine months ended March 31, 2015.

Interest income on investments increased by $10,000, or 0.3%, and was $3.1 million for each of the nine months ended March 31, 2016 and March 31, 2015. This was primarily due to an increase in average investments which was partially offset by a decrease in yield. Average investment securities increased by $8.3 million, or 4.1% to $207.8 million for the nine months ended March 31, 2016 from $199.5 million for the nine months ended March 31, 2015. This was partially offset by a decrease in the yield on average investment securities of eight basis points to 1.94% for the nine months ended March 31, 2016 from 2.02% for the nine months ended March 31, 2015.

Interest Expense. Interest expense decreased by $93,000, or 10.5%, to $796,000 for the three months ended March 31, 2016 from $889,000 for the three months ended March 31, 2015. The decrease in interest expense was due to decreases in average interest-bearing liabilities of $23.7 million, or 6.5% to $344.2 million for the three months ended March 31, 2016 compared to $367.9 million for the three months ended March 31, 2015. The cost of interest-bearing liabilities decreased by five basis points to 0.93% for the three months ended March 31, 2016 compared to 0.98% for the three months ended March 31, 2015 and average interest-bearing liabilities.

Interest expense on deposits decreased by $85,000, or 15.8%, to $453,000 for the three months ended March 31, 2016 from $538,000 for the three months ended March 31, 2015. Interest expense on time deposits decreased $58,000, or 14.4%, to $345,000 for the three months ended March 31, 2016 from $403,000 for the three months ended March 31, 2015, due to a decrease in average time deposits of $10.6 million and a decrease in the rate paid on time deposits to 1.24% for the three months ended March 31, 2016 from 1.33% for the three months ended March 31, 2015. Our interest expense on deposits has benefited from a shift in higher-rate time deposits to lower-rate non-maturity accounts. The cost of interest-bearing deposits decreased to 0.63% for the three months ended March 31, 2016 from 0.74% for the three months ended March 31, 2015 reflecting the continued low interest rate environment.

Interest expense on borrowings decreased by $8,000, or 2.3%, to $343,000 for the three months ended March 31, 2016 from $351,000 for the three months ended March 31, 2015. The rate paid on borrowings increased 49 basis points to 2.45% for the three months ended March 31, 2016 from 1.96% for the three months ended March 31, 2015. Average other borrowed money decreased $15.7 million, or 80.7%, to $3.8 million for the three months ended March 31, 2016 from $19.5 million for the three months ended March 31, 2015. This was due to a decrease in certain municipal retail repurchase agreement accounts. The average rate on other borrowed money decreased six basis points to 0.11% for the three months ended March 31, 2016 from 0.17% for the three months ended March 31, 2015. Average Federal Home Loan Bank advances decreased $614,000, or 1.2%, to $52.5 million for the three months ended March 31, 2016 from $53.1 million for the three months ended March 31, 2015. The average rate on Federal Home Loan Bank advances remained unchanged at 2.62% for both the three months ended March 31, 2016 and 2015.

Interest expense decreased by $335,000, or 12.1%, to $2.4 million for the nine months ended March 31, 2016 from $2.8 million for the nine months ended March 31, 2015. The decrease in interest expense reflected both the current low interest rate environment and a decrease in the average balance of interest-bearing liabilities.

Interest expense on deposits decreased by $275,000, or 16.5%, to $1.4 million for the nine months ended March 31, 2016 from $1.7 million for the nine months ended March 31, 2015. Interest expense on time deposits decreased $195,000, or 15.5%, to $1.1 million for the nine months ended March 31, 2016 from $1.3 million for the nine months ended March 31, 2015, due to a decrease in average time deposits of $7.9 million and a decrease in the rate paid on time deposits to 1.22% for the nine months ended March 31, 2016 from 1.35% for the nine months ended March 31, 2015. Interest expense on NOW accounts decreased $46,000, or 15.2%, to $256,000 for the nine months ended March 31, 2016 from $302,000 for the nine months ended March 31, 2015 as the rate paid on NOW accounts decreased seven basis points to 0.39% for the nine months ended March 31, 2016. Our interest expense on interest-bearing deposits has benefited from a shift in higher-rate time deposits to lower-rate non-maturity accounts. The cost of deposits decreased to 0.64% for the nine months ended March 31, 2016 from 0.75% for the nine months ended March 31, 2015 reflecting the continued low interest rate environment.

Interest expense on borrowings decreased by $60,000, or 5.5%, to $1.0 million for the nine months ended March 31, 2016 from $1.1 million for the nine months ended March 31, 2015. The rate paid on interest-bearing borrowings increased 20 basis points to 2.34% for the nine months ended March 31, 2016 from 2.14% for the nine months ended March 31, 2015. Average other borrowed money decreased $9.2 million, or 60.6%, to $6.0 million for the nine months ended March 31, 2016 from $15.2 million for the nine months ended March 31, 2015. This was due to a decrease in certain municipal retail repurchase agreement accounts. The average rate on other borrowed money decreased seven basis points to 0.11% for the nine months ended March 31, 2016. In addition, the average rate paid on Federal Home Loan Bank advances decreased ten basis points to 2.59% for the nine months ended March 31, 2016 from 2.69% for the nine months ended March 31, 2015, as we modified $10.0 million in higher rate advances in October of 2014 with an average rate of 3.17% by borrowing new advances at lower rates.

Net Interest Income. Net interest income increased $231,000, or 9.5%, to $2.7 million for the three months ended March 31, 2016 from $2.4 million for the three months ended March 31, 2015. Our interest rate spread increased to 2.05% for the three months ended March 31, 2016 from 2.03% for the three months ended March 31, 2015 and our net interest-earning assets increased $43.1 million, or 53.6%. Our net interest margin increased to 2.30% for the three months ended March 31, 2016 from 2.21% for the three months ended March 31, 2015.

Net interest income increased $311,000, or 4.2%, to $7.8 million for the nine months ended March 31, 2016 from $7.5 million for the nine months ended March 31, 2015. Our interest rate spread increased to 2.09% for the nine months ended March 31, 2016 from 2.06% for the nine months ended March 31, 2015 and our net interest-earning assets increased $21.3 million, or 26.6%. Our net interest margin increased to 2.30% for the nine months ended March 31, 2016 from 2.24% for the nine months ended March 31, 2015.

Provision for Loan Losses. The provision for loan losses decreased $580,000 compared to the quarter ended March 31, 2015, and no provision for loan losses was recorded for the three months ended March 31, 2016. The decrease reflects net charge-offs of $23,000 for the three months ended March 31, 2016 compared to $460,000 in net charge-offs for the three months ended March 31, 2015. Total non-performing loans decreased to $4.2 million at March 31, 2016 compared to $5.6 million at June 30, 2015 and $6.0 million at March 31, 2015. The allowance for loan losses was $2.3 million at March 31, 2016 compared to $2.2 million at June 30, 2015. The ratio of the allowance to total loans outstanding was 0.95% as of March 31, 2016 compared to 0.96% as of June 30, 2015, and the ratio of the allowance to non-performing loans improved to 53.8% as of March 31, 2016 compared to 38.6% as of June 30, 2015.

The provision for loan losses decreased $37,000, 5.7% to $613,000 for the nine months ended March 31, 2016 compared to $650,000 the nine months ended March 31, 2015. This was primarily due to an decrease in net charge-offs of $280,000 to $506,000 for the nine months ended March 31, 2016 compared to $786,000 in net charge-offs for the nine months ended March 31, 2015. This decrease was partially offset by loan growth during the nine months ended March 31, 2016 of $14.2 million, which contributed to a higher allowance for loan loss.

Non-interest Income. Non-interest income increased $1,000, or 0.2%, to $534,000 for the three months ended March 31, 2016 compared to $533,000 for the three months ended March 31, 2015. This was primarily due to increases in fees for service of $32,000, or 7.9% to $438,000 for the three months ended March 31, 2016 compared to $406,000 for the three months ended March 31, 2015 and net commissions from brokerage services of $14,000, or 93.3% to $29,000 for the three months ended March 31, 2016 compared to $15,000 for the three months ended March 31, 2015. This was partially offset by an increase in other-than-temporary write-downs of investment securities of $45,000, for the three months ended March 31, 2016. The write-downs for the three months ended March 31, 2016 consisted of credit losses on non-agency mortgage-backed securities.

Non-interest income increased $488,000, or 29.6%, to $2.1 million for the nine months ended March 31, 2016 compared to $1.6 million for the nine months ended March 31, 2015. This was primarily due to an increase in gain on sales of other real estate owned of $304,000 to $352,000 for the nine months ended March 31, 2016 compared to $48,000 for the nine months ended March 31, 2015. This increase was primarily due to a net gain on sale of $374,000 on one other real estate owned property sold during the nine months ended March 31, 2016. Other-than-temporary write-downs of investment securities decreased $71,000, or 45.8%, to $84,000 for the nine months ended March 31, 2016 compared to $155,000 for the nine months ended March 31, 2015. The write-downs for the nine months ended March 31, 2016 and 2015 consisted of credit losses on non-agency mortgage-backed securities. Net commissions from brokerage services increased $49,000, or 74.2% to $115,000 for the nine months ended March 31, 2016 from $66,000 for the nine months ended March 31, 2015.

Non-interest Expense. Non-interest expense was flat at $2.8 million for each of the three months ended March 31, 2016 and March 31, 2015. Salaries and employee benefits expense increased by $71,000, or 4.6%, to $1.6 million for the three months ended March 31, 2016 compared to $1.5 million for the three months ended March 31, 2015. Occupancy and equipment expense decreased by $40,000, or 11.5%, to $307,000 for the three months ended March 31, 2016 compared to $347,000 for the three months ended March 31, 2015. All other non-interest expense, consisting primarily of data processing expense, Federal Deposit Insurance Corporation deposit insurance, professional fees and marketing expense decreased by $49,000, or 5.1%, to $906,000 for the three months ended March 31, 2016 from $955,000 for the three months ended March 31, 2015. This was primarily due to a decrease in other real estate owned expense of $127,000. This decrease was due to incurring expense to improve certain oreo properties prior to sale during the three months ended March 31, 2015. This was partially offset by an increase in data processing expense of $35,000.

Non-interest expense was flat at $8.5 million for each of the nine months ended March 31, 2016 and March 31, 2015. Salaries and employee benefits expense increased by $161,000, or 3.5%, to $4.8 million for the nine months ended March 31, 2016 compared to $4.6 million for the nine months ended March 31, 2015. Occupancy and equipment expense decreased by $26,000, or 2.7%, to $920,000 for the nine months ended March 31, 2016 compared to $946,000 for the nine months ended March 31, 2015. All other non-interest expense, consisting primarily of data processing expense, Federal Deposit Insurance Corporation deposit insurance, professional fees and marketing expense decreased by $145,000, or 5.0%, to $2.7 million for the nine months ended March 31, 2016 from $2.9 million for the nine months ended March 31, 2015. This was primarily due to a decreases in other real estate expense of $97,000 and data processing expense of $27,000.

Provision for Income Taxes. Income tax expense increased by $219,000, to $79,000 for the three months ended March 31, 2016 from an income tax benefit of $140,000 for the three months ended March 31, 2015. Pre-tax income increased by $830,000 during the three months ended March 31, 2016 compared to the three months ended March 31, 2015. Tax expense is based on a year-to-date basis at a forecasted effective rate. The effective tax rates differed from the statutory tax rate of 34% primarily due to the dividends-received deduction applicable to certain securities in our investment portfolio, tax-exempt municipal income and non-taxable bank-owned life insurance income.

The provision for income taxes increased by $231,000, to $133,000 for the nine months ended March 31, 2016 from an income tax benefit of $98,000 for the nine months ended March 31, 2015. Our effective tax rate was 15.4% for the nine months ended March 31, 2016. Pre-tax income increased by $846,000 during the nine months ended March 31, 2016 compared to the nine months ended March 31, 2015 while certain tax preference items such as certain dividend and bank-owned life insurance income remained flat. The effective tax rates differed from the statutory tax rate of 34% primarily due to the dividends-received deduction applicable to certain securities in our investment portfolio, tax-exempt municipal income and non-taxable bank-owned life insurance income.

Average Balances and Yields

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the tables as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense. Yields and costs are annualized.

	For the Three Months Ended March 31,
			2016							2015
	(Dollars in thousands)

	Average		Interest		Yield/			Average		Interest		Yield/
Interest-earning assets:	Balance		Income/Expense		Cost			Balance		Income/Expense		Cost
Investment securities	$	206,593	$	1,035		2.01	%	$	199,607	$	997		2.03	%
Loans		238,818		2,409		4.06	%		227,976		2,324		4.13	%
Other earning assets		22,111		25		0.45	%		20,628		10		0.20	%
Total interest-earning assets		467,522		3,469		2.98	%		448,211		3,331		3.01	%
Non-interest-earning assets		30,357							31,535
Total assets	$	497,879						$	479,746

Interest-bearing liabilities:
NOW accounts	$	84,440		83		0.40	%	$	88,435		100		0.46	%
Savings accounts		72,991		16		0.09	%		66,214		22		0.13	%
Money market accounts		18,599		9		0.19	%		18,146		13		0.29	%
Time deposits		111,853		345		1.24	%		122,491		403		1.33	%
Total interst-bearing deposits		287,883		453		0.63	%		295,286		538		0.74	%
FHLB advances		52,500		342		2.62	%		53,114		343		2.62	%
Other borrowed money		3,770		1		0.11	%		19,495		8		0.17	%
Total other borowed money		56,270		343		2.45	%		72,609		351		1.96	%
Total interest-bearing liabilities		344,153		796		0.93	%		367,895		889		0.98	%
Non-interest-bearing demand deposits		74,265							56,492
Other non-interest-bearing liabilities		3,435							3,438
Capital accounts		76,026							51,921
Total liabilities and capital accounts	$	497,879						$	479,746

Net interest income			$	2,673						$	2,442
Interest rate spread						2.05	%						2.03	%
Net interest-earning assets	$	123,369						$	80,316
Net interest margin						2.30	%						2.21	%
Average earning assets to average interest-bearing liabilities						135.85	%						121.83	%

	For the Nine Months Ended March 31,
			2016							2015
	(Dollars in thousands)

	Average		Interest/		Yield/			Average		Interest/		Yield/
Interest-earning assets:	Balance		Dividends		Cost			Balance		Dividends		Cost
Investment securities	$	207,786	$	3,026		1.94	%	$	199,530	$	3,031		2.02	%
Loans		233,298		7,174		4.09	%		231,608		7,208		4.15	%
Other earning assets		11,214		35		0.42	%		13,497		20		0.20	%
Total interest-earning assets		452,298		10,235		3.01	%		444,635		10,259		3.07	%
Non-interest-earning assets		29,832							28,921
Total assets	$	482,130						$	473,556

Interest-bearing liabilities:
NOW accounts	$	86,996		256		0.39	%	$	87,523		302		0.46	%
Savings accounts		70,648		50		0.09	%		65,681		69		0.14	%
Money market accounts		18,131		26		0.19	%		19,042		41		0.29	%
Time deposits		115,798		1,062		1.22	%		123,685		1,257		1.35	%
Total interest-bearing deposits		291,573		1,394		0.64	%		295,931		1,669		0.75	%
FHLB advances		53,282		1,035		2.59	%		53,389		1,079		2.69	%
Other borrowed money		5,987		5		0.11	%		15,203		21		0.18	%
Total other borrowed money		59,269		1,040		2.34	%		68,592		1,100		2.14	%
Total interest-bearing liabilities		350,842		2,434		0.92	%		364,523		2,769		1.01	%
Non-interest-bearing demand deposits		69,285							54,908
Other non-interest-bearing liabilities		2,107							2,255
Capital accounts		59,896							51,870
Total liabilities and capital accounts	$	482,130						$	473,556

Net interest income			$	7,801						$	7,490
Interest rate spread						2.09	%						2.06	%
Net interest-earning assets	$	101,456						$	80,112
Net interest margin						2.30	%						2.24	%
Average earning assets to average interest-bearing liabilities						128.92	%						121.98	%

The following tables set forth the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of these tables, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.

	For the Three Months Ended March 31, 2016
	Compared to the Three Months Ended March 31, 2015

	Increase (Decrease) Due to change in
INTEREST INCOME	Rate			Volume			Net
	(In thousands)

Investment securities	$	(32	)	$	70		$	38
Loans		(229	)		314			85
Other interest-earning assets		14			1			15
TOTAL INTEREST INCOME		(247	)		385			138

INTEREST EXPENSE

NOW accounts		(13	)		(4	)		(17	)
Savings accounts		(19	)		13			(6	)
Money Market accounts		(6	)		2			(4	)
Time deposits		(26	)		(32	)		(58	)
FHLB advances		1			(2	)		(1	)
Other borrowed money		(2	)		(5	)		(7	)
TOTAL INTEREST EXPENSE		(65	)		(28	)		(93	)
CHANGE IN NET INTEREST INCOME	$	(182	)	$	413		$	231

	For the Nine Months Ended March 31, 2016
	Compared to the Nine Months Ended March 31, 2015
	Increase (Decrease) Due to change in

INTEREST INCOME	Rate			Volume			Net
	(In thousands)

Investment securities	$	(171	)	$	166		$	(5	)
Loans		(111	)		77			(34	)
Other interest-earning assets		21			(6	)		15
TOTAL INTEREST INCOME		(261	)		237			(24	)

INTEREST EXPENSE

NOW accounts		(44	)		(2	)		(46	)
Savings accounts		(27	)		8			(19	)
Money Market accounts		(13	)		(2	)		(15	)
Time deposits		(118	)		(77	)		(195	)
FHLB advances		(42	)		(2	)		(44	)
Other borrowed money		(6	)		(10	)		(16	)
TOTAL INTEREST EXPENSE		(250	)		(85	)		(335	)
CHANGE IN NET INTEREST INCOME	$	(11	)	$	322		$	311

Market Risk, Liquidity and Capital Resources

Market Risk

The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk (“IRR”). Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and other borrowings. As a result, a principal part of our business strategy is to manage IRR and reduce the exposure of our net interest income (“NII”) to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Management Committee, which is responsible for evaluating the IRR inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. With the assistance of an IRR management consultant, the committee monitors the level of IRR on a regular basis and generally meets at least on a quarterly basis to review our asset/liability policies and IRR position.

We have sought to manage our IRR in order to minimize the exposure of our earnings and capital to changes in interest rates. As part of our ongoing asset/liability management, we currently use the following strategies to manage our IRR: (i) using alternative funding sources, such as advances from the Federal Home Loan Bank of Boston, to “match fund” certain investments and/or loans; (ii) continued emphasis on increasing core deposits; (iii) offering adjustable rate and shorter-term home equity loans, commercial real estate loans, construction loans and commercial and industrial loans; (iv) offering a variety of consumer loans, which typically have shorter-terms; and (v) investing in mortgage-backed securities with variable rates or fixed rates with shorter durations. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities, as well as loans and securities 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 NII to changes in market interest rates.

Net interest income at-risk measures the risk of a decline in earnings due to potential short-term and long- term changes in interest rates. The table below represents an analysis of our IRR as measured by the estimated changes in NII, resulting from an instantaneous and sustained parallel shift in the yield curve (+100 and +200 basis points) at March 31, 2016 and June 30, 2015.

Net Interest Income At-Risk

	Estimated Increase (Decrease)			Estimated Increase (Decrease)
Change in Interest Rates	in NII			in NII
(Basis Points)	March 31, 2016			June 30, 2015

+100		0.90	%		-0.18	%
+200		-1.68	%		-3.50	%

The preceding income simulation analysis does not represent a forecast of NII and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary prepayment/refinancing levels will likely deviate from those assumed, the varying impact of interest rate changes on caps and floors embedded in adjustable rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables.

Net Portfolio Value Simulation Analysis. We compute the amounts by which the net present value of our cash flow from assets, liabilities and off-balance sheet items (the institution’s net portfolio value or “NPV”) would change in the event of a range of assumed changes in market interest rates. Given the current low level of market interest rates, we do not prepare a net portfolio value calculation for an interest rate decrease of greater than 100 basis points. A basis point equals one-hundredth of one percent, and 200 basis points equals two percent, an increase in interest rates from 3% to 5% would mean, for example, a 200 basis point increase in the “Change in Interest Rates” column below.

The tables below set forth, at March 31, 2016, the estimated changes in our net portfolio value that would result from the designated instantaneous changes in the United States Treasury yield curve based on information produced by an external consultant. 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. This data is for Putnam Bank only and does not include any yield curve changes in the assets of PB Bancorp, Inc.

									NPV as a Percentage of Present
									Value of Assets (3)
			Estimated Increase (Decrease) in
Change in			NPV									Increase
Interest Rates	Estimated											(Decrease)
(basis points) (1)	NPV (2)		Amount			Percent			NPV Ratio (4)			(basis points)

+300	$	59,765	$	(15,691	)		-20.79	%		13.37	%		(214	)
+200	$	66,429	$	(9,027	)		-11.96	%		14.42	%		(109	)
+100	$	72,182	$	(3,274	)		-4.34	%		15.23	%		(29	)
0	$	75,456	$	-			0.00	%		15.51	%		0
-100	$	79,291	$	3,834			5.08	%		15.92	%		41

(1)

Assumes an instantaneous uniform change in interest rates at all maturities.

(2)

NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

NPV ratio represents NPV divided by the present value of assets.

Liquidity

The term liquidity refers to the ability of the Company and the Bank to meet current and future short-term financial obligations. The Company and the Bank further define liquidity as the ability to generate adequate amounts of cash to fund loan originations, deposit withdrawals and operating expenses. Liquidity management is both a daily and long-term function of business management. The Bank’s primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-related securities, and Federal Home Loan Bank of Boston borrowings. The Bank can borrow funds from the Federal Home Loan Bank of Boston based on eligible collateral of loans and securities. The Bank had Federal Home Loan Bank of Boston borrowings as of March 31, 2016 of $52.5 million, with unused borrowing capacity of $55.2 million. The Bank has an internal limit of wholesale borrowings to total assets ratio of 30.0%. As of March 31, 2016, the ratio of wholesale borrowings to total assets was 10.8%.

The Bank’s primary investing activities are the origination of loans and the purchase of investment securities. During the nine months ended March 31, 2016, the Bank’s loan originations net of principal collections were $8.0 million compared to principal collections, net of loan originations of $1.3 million as of March 31, 2015. Purchases of securities totaled $41.0 million and $33.7 million for the nine months ended March 31, 2016 and 2015, respectively. Loan purchases were $9.1 million for the nine months ended March 31, 2016 compared to no loan purchases for the nine months ended March 31, 2015.

Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds. Deposit flows are affected by the level of interest rates, by the interest rates and products offered by competitors and by other factors. The Bank monitors its liquidity position frequently and anticipates that it will have sufficient funds to meet its current funding commitments.

Certificates of deposit totaled $110.9 million at March 31, 2016. The Bank relies on competitive rates, customer service and long-standing relationships with customers to retain deposits. Based on the Bank’s experience with deposit retention and current retention strategies, management believes that, although it is not possible to predict with certainty future terms and conditions upon renewal, a significant portion of such deposits will remain with the Bank.

In July 2013, federal banking regulators approved final rules that implement changes to the regulatory capital framework for U.S. banks. The rules set minimum requirements for both the quantity and quality of capital held by community banking institutions. The final rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5%, raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking organizations. Additionally, community banking institutions must contain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. The phase-in period for the rules began for the Bank on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule.

At March 31, 2016, the Bank exceeded each of the applicable regulatory capital requirements. Due to our asset size, the Company is not subject to capital requirements. As of March 31, 2016, the most recent notification from the Federal Reserve Bank of Boston, categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized” the Bank must maintain minimum total risk-based, Tier 1and Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the in the following table. There are no conditions or events since that notification that management believes would change our category. The following table shows the Bank’s required minimum capital ratios in order to be considered well-capitalized and the actual capital ratios as of March 31, 2016 and June 30, 2015.

				As of March 31, 2016
				(Dollars in Thousands)

	Required			Actual		Actual
	Ratio			Amount		Ratio
Tier 1 Leverage		5.00	%	$	59,574		12.19	%
Common Equity Tier 1 Capital		6.50	%	$	59,574		20.88	%
Tier 1 Risk-based Capital		8.00	%	$	59,574		20.88	%
Total Capital		10.00	%	$	61,883		21.69	%

				As of June 30, 2015
				(Dollars in Thousands)

	Required			Actual		Actual
	Ratio			Amount		Ratio
Tier 1 Leverage		5.00	%	$	41,201		8.70	%
Common Equity Tier 1 Capital		6.50	%	$	41,201		14.41	%
Tier 1 Risk-based Capital		6.00	%	$	41,201		14.41	%
Total Capital		10.00	%	$	43,398		15.18	%

The net proceeds from the stock offering (See Note 1 and Part II – Other Information) have significantly increased our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net proceeds from the stock offering, which will increase our net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net proceeds raised in the stock offering, as well as other factors associated with the stock offering, our return on equity will be adversely affected following the stock offering.

Off-Balance Sheet Arrangements

In addition to the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, lines of credit, and letters of credit.

For the nine months ended March 31, 2016, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 4.

Controls and Procedures

Under the supervision and with the participation of PB Bancorp, Inc.’s management, including its Chief Executive Officer and Chief Financial Officer, PB Bancorp, Inc. evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, PB Bancorp’s disclosure controls and procedures were effective.

There has been no change in PB Bancorp, Inc.’s internal control over financial reporting in connection with the quarterly evaluation that occurred during PB Bancorp, Inc.’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, PB Bancorp, Inc.’s internal control over financial reporting.

Part II. – OTHER INFORMATION

Item 1.

Legal Proceedings – Not applicable

Item 1A.

Risk Factors – Not applicable to smaller reporting companies

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

a) Not applicable

b) Not applicable

c) Not applicable

Item 3.

Defaults Upon Senior Securities – Not applicable

Item 4.

Mine Safety Disclosures – Not Applicable

Item 5.

Other Information - Not Applicable

Item 6.

Exhibits

Exhibits
2.1		Plan of Conversion and Reorganization of Putnam Bancorp, MHC, dated September 9, 2015*
31.1		Chief Executive Officer Certification pursuant to 17 CFR 240.13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Chief Financial Officer Certification pursuant to 17 CFR 240.13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
101		The following materials from PB Bancorp’s Quarterly Report on Form 10-Q for the three and nine months ended March 31, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

Incorporated herein by reference to the exhibits to the Form 8-K filed with the Securities and Exchange Commission on September 9, 2015

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PB BANCORP, INC.
	(Registrant)

Date: May 13, 2016		/s/ Thomas A. Borner
		Thomas A. Borner
		President and Chief Executive Officer

Date: May 13, 2016		/s/ Robert J. Halloran, Jr.
		Robert J. Halloran, Jr.
		Executive Vice President, Chief Financial Officer and Treasurer

PB Bancorp, Inc. - FORM 10-Q - May 13, 2016

Attached files

PB Bancorp, Inc. Reports