Sunnyside Bancorp, Inc. - FORM 10-Q

Attached files

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EX-32 - Sunnyside Bancorp, Inc.	ex32.htm
EX-31.2 - Sunnyside Bancorp, Inc.	ex31-2.htm
EX-31.1 - Sunnyside Bancorp, Inc.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2018

[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission File No. 000-55005

Sunnyside Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland

46-3001280

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

56 Main Street, Irvington, New York		10533
(Address of Principal Executive Offices)		Zip Code

(914) 591-8000

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X] NO [ ]

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

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

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

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

YES [ ] NO [X]

As of August 14, 2018, 793,500 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding.

Sunnyside Bancorp, Inc.

Form 10-Q

Index

		Page
Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Statements of Financial Condition as of June 30, 2018 (unaudited) and December 31, 2017	1

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2018 and 2017(unaudited)	2 – 3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2018 and 2017 (unaudited)	4 – 5

	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2018 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8 – 26

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27 – 31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

Part II. Other Information

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

	Signature Page	33

Part I. – Financial Information

Item 1. Financial Statements

SUNNYSIDE BANCORP, INC AND SUBSIDIARY

Condensed CONSOLIDATED Statements of Financial Condition

(UNAUDITED)

	June 30, 2018			December 31, 2017
Assets

Cash and cash equivalents	$	1,721,670		$	1,229,036
Securities held to maturity, net; approximate fair value of $628,000 (June 30, 2018) and $672,000 (December 31, 2017)		630,851			656,838
Securities available for sale		28,597,811			29,175,525
Loans receivable, net		44,605,225			48,798,072
Premises and equipment, net		1,167,789			1,229,457
Federal Home Loan Bank of New York and other stock, at cost		229,500			166,800
Accrued interest receivable		528,452			490,239
Cash surrender value of life insurance		2,288,831			2,258,324
Deferred income taxes		785,402			682,438
Other assets		260,942			248,268

Total assets	$	80,816,473		$	84,934,997

Liabilities and Stockholders’ Equity

Liabilities:
Deposits	$	67,401,497		$	72,558,814
Federal Home Loan Bank advances		1,500,000			-
Advances from borrowers for taxes and insurance		398,945			482,024
Other liabilities		542,968			618,646

Total liabilities		69,843,410			73,659,484

Commitments and contingencies		-			-

Stockholders’ equity:
Serial preferred stock; par value $.01, 1,000,000 shares authorized, no shares issued		-			-
Common stock; par value $.01, 30,000,000 shares authorized and 793,500 shares issued		7,935			7,935
Additional paid-in capital		7,048,525			7,030,530
Unallocated common stock held by the Employee Stock Ownership Plan		(433,289	)		(444,394	)
Retained earnings		6,208,434			6,152,648
Accumulated other comprehensive loss		(1,858,542	)		(1,471,206	)

Total stockholders’ equity		10,973,063			11,275,513

Total liabilities and stockholders’ equity	$	80,816,473		$	84,934,997

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

Condensed CONSOLIDATED Statements of INCOME

(UNAUDITED)

	Three Months Ended
	June 30,
	2018		2017
Interest and dividend income:
Loans		490,043	$	516,214
Investment securities		16,018		14,403
Mortgage-backed securities		147,306		133,033
Federal funds sold and other earning assets		3,283		5,313

Total interest and dividend income		656,650		668,963

Interest Expense:
Deposits		66,357		53,937
Borrowings		1,013		7,085

Total interest expense		67,370		61,022

Net interest income		589,280		607,941

Provision for loan losses		-		2,881

Net interest income after provision for loan losses		589,280		605,060

Non-interest income:
Fees and service charges		27,114		27,134
Net gain on sale of securities		-		34,373
Net gain on sale of loans		-		32,311
Income on bank owned life insurance		15,319		14,983

Total non-interest income		42,433		108,801

Non-interest expense:
Compensation and benefits		300,870		352,718
Occupancy and equipment, net		68,614		76,915
Data processing service fees		75,448		73,149
Professional fees		105,863		104,259
Federal deposit insurance premiums		5,241		6,285
Advertising and promotion		7,780		10,882
Other		42,942		52,169

Total non-interest expense		606,758		676,377

Income before income taxes		24,955		37,484

Income tax expense		4,692		9,397

Net income	$	20,263	$	28,087

Basic and diluted income per share		0.03	$	0.04

Weighted average shares outstanding, basic and diluted		749,984		747,764

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

Condensed CONSOLIDATED Statements of INCOME

(UNAUDITED)

	Six Months Ended
	June 30,
	2018		2017
Interest and dividend income:
Loans	$	1,021,566	$	1,041,236
Investment securities		30,496		38,749
Mortgage-backed securities		286,091		259,850
Federal funds sold and other earning assets		7,309		16,630

Total interest and dividend income		1,345,462		1,356,465

Interest expense:
Deposits		129,861		109,683
Borrowings		1,013		12,518

Total interest expense		130,874		122,201

Net interest income		1,214,588		1,234,264

Provision for loan losses		-		5,566

Net interest income after provision for loan losses		1,214,588		1,228,698

Non-interest income:
Fees and service charges		54,353		53,560
Net gain on sale of securities		-		34,373
Net gain on sale of loans		-		60,158
Income on bank owned life insurance		30,507		30,124

Total non-interest income		84,860		178,215

Non-interest expense:
Compensation and benefits		635,662		716,105
Occupancy and equipment, net		137,988		158,087
Data processing service fees		149,153		148,904
Professional fees		191,797		206,109
Federal deposit insurance premiums		11,392		12,372
Advertising and promotion		16,483		22,607
Other		86,461		95,367

Total non-interest expense		1,228,936		1,359,551

Income before income taxes		70,512		47,362

Income tax expense		14,726		9,557

Net income	$	55,786	$	37,805

Basic and diluted income per share	$	0.07	$	0.05

Weighted average shares outstanding, basic and diluted		749,708		747,488

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

CONDENSED CONSOLIDATED Statements of Comprehensive Income (LOSS)

(UNAUDITED)

	Three Months Ended
	June 30,
	2018			2017
Net income	$	20,263		$	28,087

Other comprehensive income (loss), before tax:
Defined benefit pension plans
Amortization of loss included in net periodic plan cost		12,102			12,969

Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period		(115,923	)		66,728

Other comprehensive income (loss), before tax		(103,821	)		79,697

Income tax expense (benefit) related to items of other comprehensive income (loss)		(21,803	)		23,195

Other comprehensive income (loss), net of tax		(82,018	)		56,502

Comprehensive income (loss)	$	(61,755	)	$	84,589

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

CONDENSED CONSOLIDATED Statements of Comprehensive Income (LOSS)

(UNAUDITED)

	Six Months Ended
	June 30,
	2018			2017
Net income	$	55,786		$	37,805

Other comprehensive income (loss), before tax:
Defined benefit pension plans
Amortization of loss included in net periodic plan cost		24,204			25,938

Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period		(514,505	)		407,312

Other comprehensive income (loss), before tax		(490,301	)		433,250

Income tax expense (benefit) related to items of other comprehensive income (loss)		(102,965	)		143,403

Other comprehensive income (loss), net of tax		(387,336	)		289,847

Comprehensive income (loss)	$	(331,550	)	$	327,652

The accompanying notes are an integral part of these consolidated financial statements.

SUNNYSIDE BANCORP, INC AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

					Unallocated Common					Accumulated
			Additional		Stock					Other
	Common		Paid-in		Held by			Retained		Comprehensive			Total
	Stock		Capital		ESOP			Earnings		Income (Loss)			Equity

Balance at December 31, 2017	$	7,935	$	7,030,530	$	(444,394	)	$	6,152,648	$	(1,471,206	)	$	11,275,513

Net income for the six months ended June 30, 2018		-		-		-			55,786		-			55,786

ESOP shares allocated or committed to be released		-		6,970		11,105			-		-			18,075

Restricted stock awards earned		-		11,025		-			-		-			11,025

Other comprehensive income, net of tax		-		-		-			-		(387,336	)		(387,336	)

Balance at June 30, 2018	$	7,935	$	7,048,525	$	(433,289	)	$	6,208,434	$	(1,858,542	)	$	10,973,063

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

Condensed cONSOLIDATED StatementS of Cash Flows

(UNAUDITED)

	Six Months Ended
	June 30,
	2018			2017

Cash flows from operating activities:
Net income	$	55,786		$	37,805
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation expense		68,560			67,711
Amortization of premiums and accretion of discounts, net		86,834			117,556
Amortization of deferred loan fees and costs, net		44,438			26,275
Net gain on sales of securities		-			(34,373	)
Net gain on sales of loans		-			(60,158	)
Provision for loan losses		-			5,566
Increase in accrued interest receivable		(38,213	)		(43,629	)
Increase in cash surrender value of life insurance		(30,507	)		(30,124	)
Amortization of stock compensation plans		29,100			26,037
Net (increase) decrease in other assets		(12,673	)		104,558
Net decrease in other liabilities		(51,474	)		(281,571	)

Net cash provided by (used in) operating activities		151,851			(64,347	)

Cash flows from investing activities:
Purchases of securities available for sale		(3,530,153	)		(10,592,764	)
Repayments and maturities of securities held to maturity		25,503			237,189
Repayments and maturities of securities available for sale		3,507,012			8,135,772
Proceeds from sales/calls of securities held to maturity		-			3,091,223
Loans purchased		-			(3,077,172	)
Proceeds from sales of loans		-			942,366
Loan originations, net of principal repayments		4,148,409			3,083,200
Purchases of bank premises and equipment		(6,892	)		(5,312	)
(Purchase) redemption of FHLB stock		(62,700	)		59,100

Net cash provided by investing activities		4,081,179			1,873,602

Cash flows from financing activities:
Net decrease in deposits		(5,157,317	)		(1,199,224	)
Net decrease in advances from borrowers for taxes and insurance		(83,079	)		(213,975	)
Net increase (decrease) in short term borrowings		1,500,000			(1,000,000	)

Net cash used in financing activities		(3,740,396	)		(2,413,199	)

Net increase (decrease) in cash and cash equivalents		492,634			(603,944	)

Cash and cash equivalents at beginning of period		1,229,036			2,923,442

Cash and cash equivalents at end of period	$	1,721,670		$	2,319,498

Supplemental Information:

Cash paid for:
Interest	$	130,677		$	121,720
Income taxes (refunds received), net	$	15,000		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Sunnyside BANCORP, INC AND SUBSIDIARY

Form 10-Q

(UNAUDITED)

Notes to Condensed Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a description of the more significant policies used in the presentation of the accompanying consolidated financial statements of Sunnyside Bancorp, Inc. and Subsidiary, (collectively, the “Company”).

Principles of Consolidation

The consolidated financial statements are comprised of the accounts of Sunnyside Bancorp. Inc., and its wholly-owned subsidiary, Sunnyside Federal Savings and Loan Association of Irvington (“Sunnyside Federal” or the “Association”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Business

Sunnyside Federal is a community-oriented savings institution whose primary business is accepting deposits from customers within its market area (Westchester County, New York) and investing those funds in mortgage loans secured by one-to-four family residences and in mortgage-backed and other securities. To a lesser extent, funds are invested in multi-family and commercial mortgage loans, commercial loans, and consumer loans. Customer deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. As a federally-chartered savings association, Sunnyside Federal’s primary regulator is the Office of the Controller of the Currency (the “OCC”).

Basis of Financial Statement Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q, and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, such information presented reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of the Company’s management, necessary for a fair statement of results for the interim period.

The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018, or any other future interim period. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash and amounts due from depository institutions and interest-bearing deposits in other depository institutions with original maturities of three months or less to be cash equivalents.

Investment and Mortgage-Backed Securities

Securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Securities classified as available-for-sale securities are reported at fair value, with unrealized holding gains or losses reported in a separate component of retained earnings. As of June 30, 2018 and December 31, 2017, the Company had no securities classified as held for trading.

The Company conducts a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary. The evaluation of other-than-temporary impairment considers the duration and severity of the impairment, the Company’s intent and ability to hold the securities and assessments of the reason for the decline in value and the likelihood of a near-term recovery. If such a decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to income as a component of non-interest expense.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Investment and Mortgage-Backed Securities (cont’d)

Premiums and discounts on securities are amortized by use of the level-yield method, over the life of the individual securities. Gain or loss on sales of securities is based upon the specific identification method.

Loans Receivable

Loans receivable are stated at unpaid principal balances less the allowance for loan losses and net deferred loan fees.

Recognition of interest on the accrual method is generally discontinued when interest or principal payments are ninety days or more in arrears, or when other factors indicate that the collection of such amounts is doubtful. At that time, a loan is placed on a nonaccrual status, and all previously accrued and uncollected interest is reversed against interest income in the current period. Interest on such loans, if appropriate, is recognized as income when payments are received. A loan is returned to an accrual status when factors indicating doubtful collectability no longer exist.

Allowance for Loan Losses

An allowance for loan losses is maintained at a level, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate. Management of the Company, in determining the provision for loan losses considers the risks inherent in its loan portfolio and changes in the nature and volume of its loan activities, along with the general economic and real estate market conditions. The Company utilizes a two tier approach: (1) identification of problem loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of its loan portfolio. The Company maintains a loan review system which allows for a periodic review of its loan portfolio and the early identification of potential problem loans. Such system takes into consideration, among other things, delinquency status, size of loans, type of collateral and financial condition of the borrowers. Specific loan losses are established for identified loans based on a review of such information and appraisals of the underlying collateral. General loan losses are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, and management’s judgment. Although management believes that adequate specific and general loan loss allowances are established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may be necessary.

A loan evaluated for impairment is deemed to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. An insignificant payment delay, which is defined as up to ninety days by the Company, will not cause a loan to be classified as impaired. A loan is not impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay. The amount of loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Payments received on impaired loans are applied first to accrued interest receivable and then to principal.

Federal Home Loan Bank of New York stock

As a member of the Federal Home Loan Bank of New York (“FHLB”), the Company is required to acquire and hold shares of FHLB Class B stock. The holding requirement varies based on the Company’s activities, primarily its outstanding borrowings, with the FHLB. The investment in FHLB stock is carried at cost. The Company conducts a periodic review and evaluation of its FHLB stock to determine if any impairment exists.

Premises and Equipment

Premises and equipment are comprised of land, building, and furniture, fixtures, and equipment, at cost, less accumulated depreciation. Depreciation charges are computed on the straight-line method over the following estimated useful lives:

Building and improvements	5 to 40 years
Furniture, fixtures and equipment	2 to 10 years

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Bank-Owned Life Insurance

Bank-owned life insurance (“BOLI”) is accounted for in accordance with FASB guidance. The cash surrender value of BOLI is recorded on the statement of financial condition as an asset and the change in the cash surrender value is recorded as non-interest income. The amount by which any death benefits received exceeds a policy’s cash surrender value is recorded in non-interest income at the time of receipt. A liability is also recorded on the statement of financial condition for postretirement death benefits provided by the split-dollar endorsement policy. A corresponding expense is recorded in non-interest expense for the accrual of benefits over the period during which employees provide services to earn the benefits.

Income Taxes

Federal and state income taxes have been provided on the basis of reported income. The amounts reflected on the tax return differ from these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted as deferred taxes applicable to future periods. Deferred income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided, when necessary, for that portion of the asset which is not likely to be realized.

Employee Benefits

Defined Benefit Plans:

The accounting guidance related to retirement benefits requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and (c) recognize, in comprehensive income, changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. The accounting guidance requires that plan assets and benefit obligations be measured as of the date of the employer’s fiscal year-end statement of financial condition.

401(K) Plan:

The Company has a 401(k) plan covering substantially all employees. The Company matches 50% of the first 6% contributed by participants and recognizes expense as its contributions are made.

Employee Stock Ownership Plan:

The employee stock ownership plan (ESOP) is accounted for in accordance with the provisions of ASC 718-40, “Employers’ Accounting for Employee Stock Ownership Plans.” The funds borrowed by the ESOP from the Company to purchase the Company’s common stock are being repaid from the Association’s contributions over a period of up to 25 years. The Company’s common stock not yet allocated to participants is recorded as a reduction of stockholders’ equity at cost. Compensation expense for the ESOP is based on the market price of the Company’s stock and is recognized as shares are committed to be released to participants.

Equity Incentive Plan:

On July 17, 2014, the Board of Directors adopted the Sunnyside Bancorp, Inc. 2014 Equity Incentive Plan (the “Stock Incentive Plan”) which was approved by shareholders at the Company’s 2014 Annual Meeting of Shareholders held on September 16, 2014. Stock options and restricted stock may be granted to directors, officers and other employees of the Company. The maximum number of shares which may be issued upon exercise of the options under the plan cannot exceed 79,350 shares. The maximum number of shares of stock that may be issued as restricted stock awards cannot exceed 23,805.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Employee Benefits (Cont’d)

Equity Incentive Plan (Cont’d):

The Stock Incentive Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the Stock Incentive Plan on or after the 10-year anniversary of the effective date of the Stock Incentive Plan or July 17, 2024.

Under FASB ASC Topic 718, the Company will recognize compensation expense in its income statement over the requisite service period or performance period based on the grant date fair value of stock options and other equity-based compensation (such as restricted stock).

On June 16, 2015, the Company granted 10,500 shares of restricted stock to certain executive officers, with a grant date fair value of $10.50 per share. Twenty percent of the shares awarded vest annually. Management recognizes expense for the fair value of those awards on a straight line basis over the requisite service period. The Company recognized approximately $5,500 in expense for the three month periods ended June 30, 2018 and 2017 and $11,000 in expense for the six month periods ended June 30, 2018 and 2017 in regard to those restricted stock awards. Expected future expense relating to the non-vested restricted shares at June 30, 2018 is $44,000 over a weighted average period of 2 years. There were no stock options outstanding as of June 30, 2018.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, and the actuarial gains and losses of the pension plan, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

Concentration of Credit Risk and Interest-Rate Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, investment and mortgage-backed securities and loans. Cash and cash equivalents include amounts placed with highly rated financial institutions. Investment securities include securities backed by the U.S.

Government and other highly rated instruments. The Company’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New York. As a result, credit risk is broadly dependent on the real estate market and general economic conditions in the State.

The Company is principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowings and other funds, to make loans secured by real estate in the State of New York. The potential for interest-rate risk exists as a result of the shorter duration of the Company’s interest-sensitive liabilities compared to the generally longer duration of interest-sensitive assets. In a rising rate environment, liabilities will reprice faster than assets, thereby reducing net interest income. For this reason, management regularly monitors the maturity structure of the Company’s assets and liabilities in order to measure its level of interest-rate risk and to plan for future volatility.

Advertising Costs

It is the Company’s policy to expense advertising costs in the period in which they are incurred.

Earnings Per Share

Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding adjusted for unearned shares of the Employee Stock Ownership Plan (“ESOP”). Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and compensation grants, if dilutive, using the treasury stock method.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recent Accounting Pronouncements

In May 2017, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”. This update provides guidance about changes to terms or conditions of a share-based payment award which would require modification accounting. In particular, an entity is required to account for the effects of a modification if the fair value, vesting condition or the equity/liability classification of the modified award is not the same immediately before and after a change to the terms and conditions of the award. The update is to be applied prospectively for awards modified on or after the adoption date. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. The amendments in this update require the premium on callable debt securities to be amortized to the earliest call date rather than the maturity date; however, securities held at a discount continue to be amortized to maturity. The amendments apply only to debt securities purchased at a premium that are callable at fixed prices and on preset dates. The amendments more closely align interest income recorded on debt securities held at a premium or discount with the economics of the underlying instrument. ASU No. 2017-08 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this guidance on January 1, 2019 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, which requires that companies disaggregate the service cost component from other components of net benefit cost. This update calls for companies that offer postretirement benefits to present the service cost, which is the amount an employer has to set aside each quarter or fiscal year to cover the benefits, in the same line item with other current employee compensation costs. Other components of net benefit cost will be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which provides guidance on eight specific cash flow issues in order to reduce diversity in the manner in which certain cash receipts and cash payments are presented and classified in the statements of cash flows. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While early adoption is permitted, the Company does not expect to elect that option. The Company has begun its evaluation of the amended guidance including the potential impact on its Consolidated Financial Statements. The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. Upon Adoption, any impact to the allowance for credit losses - currently allowance for loan and lease losses - will have an offsetting impact on retained earnings.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recent Accounting Pronouncements (Cont’d)

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of this guidance on January 1, 2019 is not expected to have a material effect on the Company’s consolidated financial statements.

In January, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities” requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, this ASU eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 for public entities. The adoption of this guidance on January 1, 2018 did not have a material effect on the Company’s consolidated financial statements.

In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The amendments in this ASU establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applied the five-step method outlined in the ASU to all revenue streams scoped-in by the ASU and elected the modified retrospective implementation method. Substantially all of the Company’s interest income and certain noninterest income were not impacted by the adoption of this ASU because the revenue from those contracts with customers is covered by other guidance in U.S. GAAP. The Company’s largest source of noninterest revenue which is subject to the guidance is service charges on deposit accounts. The Company adopted ASU 2014-09 on January 1, 2018. The adoption of ASU 2014-09 did not change the timing and pattern of the Company’s revenue recognition related to scoped-in noninterest income. The adoption did not have a material impact on the Company’s consolidated financial statements.

Subsequent Events

The Company has evaluated all events subsequent to the balance sheet date of June 30, 2018 through the date of this report, and has determined that there are no subsequent events that require disclosure under FASB guidance.

2. MUTUAL TO STOCK CONVERSION AND LIQUIDATION ACCOUNT

On July 15, 2013, the Association completed its mutual-to-stock conversion, and the Company consummated its initial stock offering. The Company sold 793,500 shares of its common stock, including 55,545 shares purchased by the Association’s ESOP, at a price of $10.00 per share, in a subscription offering, for gross offering proceeds of $7,935,000. The cost of conversion and the stock offering were deferred and deducted from the proceeds of the offering. Conversion costs incurred totaled $845,000 resulting in net proceeds of $6.5 million after also deducting the shares acquired by the ESOP.

2. MUTUAL TO STOCK CONVERSION AND LIQUIDATION ACCOUNT (Cont’d)

In accordance with applicable federal conversion regulations, at the time of the completion of our mutual-to-stock conversion, the Company established a liquidation account in the Association in an amount equal to the Association’s total retained earnings as of the latest balance sheet date in the final prospectus used in the Conversion. Each eligible account holder or supplemental account holder is entitled to a proportionate share of this liquidation account in the event of a complete liquidation of the Association, and only in such event. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record as of any December 31 and will cease to exist if the account is closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance.

The Company may not declare, pay a dividend on, or repurchase any of its capital stock, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements.

3. SECURITIES

	June 30, 2018
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Securities held to maturity:
State, county, and municipal obligations	$	548,399	$	-	$	4,350	$	544,049
Mortgage-backed securities		82,452		1,263		-		83,715

	$	630,851	$	1,263	$	4,350	$	627,764

Securities available for sale:
U.S. government and agency obligations	$	2,999,612	$	-	$	42,763	$	2,956,849
Mortgage-backed securities		26,528,711		181		887,930		25,640,962

	$	29,528,323	$	181	$	930,693	$	28,597,811

	December 31, 2017
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Securities held to maturity:
U.S. government and agency obligations					$	-	$	-
State, county, and municipal obligations		549,011		11,595		1,036		559,570
Mortgage-backed securities		107,827		4,390		-		112,217

	$	656,838	$	15,985	$	1,036	$	671,787

Securities available for sale:
U.S. government and agency obligations	$	2,999,229	$	75	$	21,508	$	2,977,796
Mortgage-backed securities		26,592,303		-		394,574		26,197,729

	$	29,591,532	$	75	$	416,082	$	29,175,525

Mortgage-backed securities consist of securities guaranteed by Ginnie Mae, Fannie Mae, Freddie Mac, and the Small Business Administration with amortized costs of $270,000, $16.4 million, $8.6 million, and $2.4 million, respectively, at June 30, 2018 ($316,000, $14.5 million, $9.3 million, and $2.6 million, respectively, at December 31, 2017).

3. SECURITIES (Cont’d)

Proceeds from the sales and calls of securities held to maturity amounted to $0 and $1,091,000 for the three months ended June 30, 2018 and 2017, respectively. Net gains of $0 and $34,000 were recognized on the sales during the three months ended June 30, 2018 and 2017, respectively. The sale of the securities occurred after the Association had already collected a substantial portion (at least 85%) of the principal outstanding due to prepayments on the debt securities.

There were no sales or calls of securities available for sale for the three months ended June 30, 2018 and 2017, respectively.

Proceeds from the sales and calls of securities held to maturity amounted to $0 and $3,091,000 for the six months ended June 30, 2018 and 2017, respectively. Net gains of $0 and $34,000 were recognized on the sales during the six months ended June 30, 2018 and 2017, respectively. The sale of the securities occurred after the Association had already collected a substantial portion (at least 85%) of the principal outstanding due to prepayments on the debt securities.

There were no sales or calls of securities available for the six months ended June 30, 2018 and 2017, respectively.

The following is a summary of the amortized cost and fair value of securities at June 30, 2018 and December 31, 2017, by remaining period to contractual maturity. Actual maturities may differ from these amounts because certain debt security issuers have the right to call or redeem their obligations prior to contractual maturity. In addition, mortgage backed securities that amortize monthly are listed in the period the security is legally set to pay off in full.

	June 30, 2018
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Within one year	$	-	$	-	$	-	$	-
After one to five years		201,933		201,166		4,296,400		4,219,632
After five to ten years		-		-		2,413,380		2,326,454
After ten years		428,918		426,598		22,818,543		22,051,725

	$	630,851	$	627,764	$	29,528,323	$	28,597,811

	December 31, 2017
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Within one year	$	-	$	-	$	-	$	-
After one to five years		202,658		201,622		3,324,388		3,297,519
After five to ten years		-		-		3,427,174		3,371,664
After ten years		454,180		470,165		22,839,970		22,506,342

	$	656,838	$	671,787	$	29,591,532	$	29,175,525

3. SECURITIES (Cont’d)

The following tables summarize the fair values and unrealized losses of securities with an unrealized loss at June 30, 2018 and December 31, 2017, segregated between securities that have been in an unrealized loss position for less than one year, or one year or longer, at the respective dates.

	June 30, 2018
	Under One Year				One Year or More
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss
Securities held to maturity:
State, county, and municipal obligations	$	544,049	$	4,350	$	-	$	-

Securities available for sale:
U.S. government and agency obligations		982,349		17,569		1,974,500		25,194
Mortgage-backed securities		7,809,607		185,716		17,639,883		702,214

		8,791,956		203,285		19,614,383		727,408

	$	9,336,005	$	207,635	$	19,614,383	$	727,408

	December 31, 2017
	Under One Year				One Year or More
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
		Value		Loss		Value		Loss
Securities held to maturity:
State, county, and municipal obligations	$	202,658	$	1,036	$	-	$	-

Securities available for sale:
U.S. government and agency obligations		1,488,655		11,107		989,189		10,401
Mortgage-backed securities		7,791,601		58,819		18,406,128		335,755

		9,280,256		69,926		19,395,317		346,156

	$	9,482,914	$	70,962	$	19,395,317	$	346,156

The unrealized losses are primarily due to changes in market interest rates subsequent to purchase. A total of 44 and 40 securities were in an unrealized loss position at June 30, 2018 and December 31, 2017, respectively. The Company generally purchases securities issued by Government Sponsored Enterprises (GSE). Accordingly, it is expected that the GSE securities would not be settled at a price less than the Company’s amortized cost basis. The Company does not consider these investments to be other-than-temporarily impaired at June 30, 2018 and December 31, 2017 since the decline in market value is attributable to changes in interest rates and not credit quality and the Company has the intent and ability to hold these investments until there is a full recovery of the unrealized loss, which may be at maturity.

4. LOANS RECEIVABLE, NET

	June 30,			December 31,
	2018			2017
Mortgage loans:
Residential 1-4 family	$	20,853,472		$	22,328,431
Commercial and multi-family		13,174,446			14,635,915
Home equity lines of credit		360,074			433,193

		34,387,992			37,397,539
Other loans:
Secured by savings accounts		4,993			7,158
Student		9,037,933			10,150,844
Commercial		1,377,206			1,416,661

		10,420,132			11,574,663

Total loans		44,808,124			48,972,202

Less:
Deferred loan fees (costs) and (premiums), net		(304,336	)		(333,105	)
Allowance for loan losses		507,235			507,235

		202,899			174,130

	$	44,605,225		$	48,798,072

In the ordinary course of business, the Company makes loans to its directors, executive officers, and their associates (related parties) on the same terms as those prevailing at the time of origination for comparable loans with other borrowers. The unpaid principal balances of related party loans were approximately $147,000 and $151,000 at June 30, 2018 and December 31, 2017, respectively.

Activity in the allowance for loan losses is summarized as follows:

	Three Months Ended
	June 30,
	2018		2017

Balance at beginning of period	$	507,235	$	469,578
Provision for loan losses		-		2,881

Balance at end of period	$	507,235	$	472,459

4. LOANS RECEIVABLE, NET (Cont’d)

	Six Months Ended
	June 30,
	2018		2017

Balance at beginning of period	$	507,235	$	466,893
Provision for loan losses		-		5,566

Balance at end of period	$	507,235	$	472,459

The allowance for loan losses consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. There are no specific allowances as of June 30, 2018 and December 31, 2017. The general component covers pools of loans by loan class not considered impaired, as well as smaller balance homogeneous loans, such as one-to-four family real estate, home equity lines of credit and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include:

	1.	Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.

	2.	National, regional, and local economic and business conditions including the value of underlying collateral for collateral dependent loans.

	3.	Nature and volume of the portfolio and terms of loans.

	4.	Experience, ability, and depth of lending management and staff and the quality of the Company’s loan review system.

	5.	Volume and severity of past due, classified and nonaccrual loans.

	6.	Existence and effect of any concentrations of credit and changes in the level of such concentrations.

	7.	Effect of external factors, such as competition and legal and regulatory requirements.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of pass, special mention, substandard, doubtful and loss.

Loan classifications are defined as follows:

●

Pass — These loans are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.

4. LOANS RECEIVABLE, NET (Cont’d)

	●	Special Mention — These loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects.

	●	Substandard — These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

	●	Doubtful — These loans have all the weaknesses inherent in a loan classified substandard with the added characteristic that the weaknesses make the full recovery of our principal balance highly questionable and improbable on the basis of currently known facts, conditions, and values. The likelihood of a loss on an asset or portion of an asset classified as doubtful is high. Its classification as Loss is not appropriate, however, because pending events are expected to materially affect the amount of loss.

	●	Loss — These loans are considered uncollectible and of such little value that a charge-off is warranted. This classification does not necessarily mean that an asset has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery will occur.

One of the primary methods the Company uses as an indicator of the credit quality of their portfolio is the regulatory classification system. The following table reflects the credit quality indicators by portfolio segment and class, at the dates indicated:

	June 30, 2018
	Mortgage Loans
	Residential 1-4 Family		Commercial Real Estate and Multi-Family		Home Equity		Student		Commercial and Other		Total
	(In thousands)

Pass	$	20,517	$	13,175	$	360	$	9,038	$	1,382	$	44,472
Special Mention		49		-		-		-		-		49
Substandard		287		-		-		-		-		287

Total	$	20,853	$	13,175	$	360	$	9,038	$	1,382	$	44,808

	December 31, 2017
	Mortgage Loans
	Residential 1-4 Family		Commercial Real Estate and Multi-Family		Home Equity		Student		Commercial and Other		Total
	(In thousands)

Pass	$	21,729	$	14,636	$	417	$	10,151	$	1,424	$	48,357
Special Mention		49		-		-		-		-		49
Substandard		550		-		16		-		-		566

Total	$	22,328	$	14,636	$	433	$	10,151	$	1,424	$	48,972

4. LOANS RECEIVABLE, NET (Cont’d)

The following table provides information about loan delinquencies at the dates indicated:

	June 30, 2018
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current Loans		Total Loans		90 Days or More Past Due and Accruing
	(In thousands)
Residential 1-4 family	$	-	$	-	$	336	$	336	$	20,517	$	20,853	$	-
Commercial real estate and multi-family		-		-		-	$	-		13,175		13,175		-
Home equity lines of credit		-		-		-	$	-		360		360		-
Student loans		31		-		-	$	31		9,007		9,038
Other loans		-		-		-	$	-		1,382		1,382		-

	$	31	$	-	$	336	$	367	$	44,441	$	44,808	$	-

	December 31, 2017
	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current Loans		Total Loans		90 Days or More Past Due and Accruing
	(In thousands)

Residential 1-4 family	$	177	$	-	$	336	$	513	$	21,815	$	22,328	$	-
Commercial real estate and multi-family		-		-		-		-		14,636		14,636		-
Home equity lines of credit		-		-		-		-		433		433		-
Student loans		48		-		27		75		10,076		10,151		27
Other loans		-		-		-		-		1,424		1,424		-

	$	225	$	-	$	363	$	588	$	48,384	$	48,972	$	27

There were no troubled debt restructured loans at June 30, 2018 or December 31, 2017.

The following is a summary of loans, by loan type, on which the accrual of income has been discontinued and loans that are contractually past due 90 days or more but have not been classified as non-accrual at the dates indicated:

	June 30, 2018		December 31, 2017
	(In thousands)

Residential 1-4 family	$	336	$	599
Commercial real estate and multi-family		-		-
Home equity lines of credit		-		16
Student loans		-		-
Other loans		-		-

Total non-accrual loans		336		615

Accruing loans delinquent 90 days or more
Student loans		-		27

Total non-performing loans	$	336	$	642

4. LOANS RECEIVABLE, NET (Cont’d)

The total amount of interest income on non-accrual loans that would have been recognized if interest on all such loans had been recorded based upon original contract terms amounted to approximately $7,000 and $8,000 for the three months ended June 30, 2018 and 2017, respectively. The total amount of interest income recognized on non-accrual loans amounted to approximately $4,000 and $2,000 during the three months ended June 30, 2018 and 2017, respectively.

For the six months ended June 30, 2018 and 2017, such interest income that would have been recognized on non-accrual loans totaled approximately $14,000 and $16,000, respectively. The total amount of interest income recognized on non-accrual loans amounted to approximately $7,000 and $8,000 during the six months ended June 30, 2018 and 2017, respectively.

The following tables present the activity in the allowance for loan losses by loan type for the periods indicated:

	Three Months Ended June 30, 2018
	Mortgage Loans
	Residential 1-4 Family			Commercial and Multi-Family			Home Equity			Student		Other		Unallocated			Total
	(In thousands)

Beginning balance	$	327		$	110		$	4		$	49	$	10	$	7		$	507
Provision for loan losses		(19	)		(2	)		(1	)		23		3		(4	)	$	-

Ending Balance	$	308		$	108		$	3		$	72	$	13	$	3		$	507

	Three Months Ended June 30, 2017
	Mortgage Loans
	Residential 1-4 Family			Commercial and Multi-Family		Home Equity		Student			Other		Unallocated		Total
	(In thousands)

Beginning balance	$	293		$	121	$	4	$	42		$	7	$	3	$	470
Provision for loan losses		(8	)		4		-		(4	)		1		9	$	2

Ending Balance	$	285		$	125	$	4	$	38		$	8	$	12	$	472

4. LOANS RECEIVABLE, NET (Cont’d)

	Six Months Ended June 30, 2018
	Mortgage Loans
				Commercial
	Residential			and
	1-4 Family			Multi-Family			Home Equity			Student		Other		Unallocated		Total
										(In thousands)

Beginning balance	$	318		$	121		$	4		$	54	$	10	$	-	$	507
Provision for loan losses		(10	)		(13	)		(1	)		18		3		3	$	-

Ending Balance	$	308		$	108		$	3		$	72	$	13	$	3	$	507

	Six Months Ended June 30, 2017
	Mortgage Loans
	Residential 1-4 Family			Commercial and Multi-Family			Home Equity			Student		Other		Unallocated		Total
	(In thousands)

Beginning balance	$	297		$	138		$	5		$	20	$	7	$	-	$	467
Provision for loan losses		(12	)		(13	)		(1	)		18		1		12	$	5

Ending Balance	$	285		$	125		$	4		$	38	$	8	$	12	$	472

See Note 8 “Contingencies” for an additional discussion on the Company’s student loan portfolio.

5. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss included in equity are as follows:

	June 30, 2018			December 31, 2017

Unrealized net loss on pension plan	$	(1,422,075	)	$	(1,446,279	)
Unrealized loss on securities available for sale		(930,512	)		(416,007	)

Accumulated other comprehensive loss before taxes		(2,352,587	)		(1,862,286	)

Tax effect		494,045			391,080

Accumulated other comprehensive loss	$	(1,858,542	)	$	(1,471,206	)

6. REGULATORY CAPITAL

The Association is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by regulators, that if undertaken could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Association must meet specific capital guidelines that involve quantitative measures of the Association’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

6. REGULATORY CAPITAL (Cont’d)

Quantitative measures established by regulation to ensure capital adequacy require the Association to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations. As of June 30, 2018 and December 31, 2017, the Association exceeded all capital adequacy requirements to which it was subject (see tables below).

On January 1, 2015, the final rules implementing the Basel Committee on Banking Supervision capital guidelines for banking organizations (Basel III) regulatory capital framework and related Dodd-Frank Act changes became effective for the Association. These rules supersede the federal banking agencies’ general risk-based capital rules (Basel I). Full compliance with all of the final rule’s requirements is phased in over a multi-year transition period ending on January 1, 2019. Basel III revised minimum capital requirements and adjusted prompt corrective action thresholds. Under the final rules, minimum requirements increased for both the quantity and quality of capital held by the Association. The rules included a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0 percent to 6.0 percent, required a minimum ratio of total capital to risk-weighted assets of 8.0 percent, and required a minimum leverage ratio of 4.0 percent. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This conservation buffer will is being phased in beginning January 1, 2016 at 0.625 percent of risk-weighted assets and increase each subsequent year by an additional 0.625 percent until reaching its final level of 2.5 percent of risk-weighted assets on January 1, 2019. The final rule also revised the definition and calculation of Tier 1 capital, total capital and risk-weighted assets.

The following table presents the Association’s actual capital positions and ratios at the dates indicated:

	Actual					Minimum Capital Requirements					To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)

June 30, 2018

Total Risked-based Capital	$	12,406		27.00	%	$	4,538		9.875	%	$	4,595		10.00	%
Common Equity Tier 1 Capital		11,899		25.90	%	$	2,929		6.375	%	$	2,987		6.50	%
Tier 1 Risk-based Capital		11,899		25.90	%	$	3,619		7.875	%	$	3,676		8.00	%
Tier 1 Leverage Capital		11,899		14.33	%	$	3,321		4.000	%	$	4,152		5.00	%

December 31, 2017

Total Risked-based Capital	$	12,249		25.97	%	$	4,364		9.250	%	$	4,717		10.00	%
Common Equity Tier 1 Capital		11,742		24.89	%		2,712		5.750	%		3,066		6.50	%
Tier 1 Risk-based Capital		11,742		24.89	%		3,420		7.250	%		3,774		8.00	%
Tier 1 Leverage Capital		11,742		13.56	%		3,463		4.000	%		4,328		5.00	%

7. FAIR VALUE MEASUREMENTS AND DISCLOSURES

A. Fair Value Measurements

The Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures. ASC Topic 820 was issued to increase consistency and comparability in reporting fair values.

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The Company did not have any liabilities that were measured at fair value at June 30, 2018 and December 31, 2017. Securities available-for-sale is recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as foreclosed real estate owned and certain impaired loans. These non-recurring fair value adjustments generally involve the write-down of individual assets due to impairment losses.

7. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

In accordance with ASC Topic 820, the Company groups its assets 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. These levels are:

●	Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●	Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

●	Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

The Company bases its fair values on the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. ASC Topic 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Assets that are measured on a recurring basis are limited to the available-for-sale securities portfolio. The available-for-sale portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. Substantially all of the available-for-sale portfolio consists of investment securities issued by government-sponsored enterprises. The fair values for substantially all of these securities are obtained from an independent securities broker. Based on the nature of the securities, the securities broker provides the Company with prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available for the majority of securities in the portfolio.

The following table provides the level of valuation assumptions used to determine the carrying value of assets measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017:

			Fair Value Measurements
Description	Carrying Value		Quoted Prices in Active Markets for Identical (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

June 30, 2018:
Securities available for sale	$	28,597,811	$	-	$	28,597,811	$	-

December 31, 2017:
Securities available for sale	$	29,175,525	$	-	$	29,175,525	$	-

There were no assets measured at fair value on a non-recurring basis at June 30, 2017 and December 31, 2016.

B. Fair Value Disclosures

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein.

Cash and Cash Equivalents

For cash and due from banks and federal funds sold, the carrying amount approximates the fair value (Level 1).

7. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

B. Fair Value Disclosures (Cont’d)

Securities

The fair value of securities is estimated based on bid quotations received from securities dealers, if available (Level 1). If a quoted market price was not available, fair value was estimated using quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued (Level 2).

FHLB Stock

The fair value for FHLB stock is its carrying value, since this is the amount for which it could be redeemed. There is no active market for this stock, and the Company is required to maintain a minimum balance based upon the unpaid principal of home mortgage loans (Level 2).

Loans Receivable

The net loan portfolio at June 30, 2018 has been valued using an exit price approach incorporating discounts for credit and liquidity. This is not comparable with the fair values used for December 31, 2017, which are based on entrance prices. For December 31, 2017, the loan portfolio was valued using a present value discounted cash flow where market prices are not available. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk (Level 3).

Deposits

The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and NOW and money market accounts, is equal to the amount payable on demand (Level 1). The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits with similar remaining maturities (Level 2).

Short-Term Borrowings

The carrying amounts of federal funds purchased, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 1).

Long-Term Borrowings

The fair value of long-term borrowings is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

Off-Balance-Sheet Instruments

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements.

The carrying values and estimated fair values of financial instruments are as follows (in thousands):

7. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

B. Fair Value Disclosures (Cont’d)

	June 30, 2018				December 31, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(In Thousands)

Financial assets:
Cash and cash equivalents	$	1,722	$	1,722	$	1,229	$	1,229
Securities held to maturity		631		628		657		672
Securities available for sale		28,598		28,598		29,176		29,176
Loans receivable		44,605		43,536		48,798		48,909
FHLB and other stock, at cost		230		230		167		167
Accrued interest receivable		528		528		490		490

Financial liabilities:
Deposits		67,402		67,466		72,559		72,609
FHLB Advances		1,500		1,501		-		-

The fair value estimates are made at a discrete point in time based on relevant market information and information about the 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. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.

In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment and advances from borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

8. CONTINGENCIES

The Company has a $9.0 million student loan portfolio of which $3.3 million is insured by ReliaMax Surety Company (“ReliaMax”). The Company has approximately $95,000 in unamortized premiums paid to ReliaMax to insure these student loans. On June 27, 2018, the South Dakota Division of Insurance was granted a petition to place ReliaMax into liquidation. While the Company expects to recover some of these premiums through the liquidation of ReliaMax as well as through a state insurance guarantee fund, we cannot estimate the amount of any loss or recovery at the present time. Policyholders have until December 31, 2018 to file a claim against ReliaMax and we expect to have an estimate of this recovery sometime during 2019.

In addition, in light of the potential impact to the Company’s insurance coverage on these student loans as discussed above, the Company has adjusted the allowance for loan losses attributable to its student loan portfolio for the quarter ending June 30, 2018. This revised allowance calculation did not result in a charge to operations for the quarter ended June 30, 2018. As additional information becomes available, future additions to the allowance for loan losses related to student loans may be required.

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

General

Management’s discussion and analysis of the financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as well as the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

	●	statements of our goals, intentions and expectations;

	●	statements regarding our business plans, prospects, growth and operating strategies;

	●	statements regarding the quality of our loan and investment portfolios; and

	●	estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

	●	general economic conditions, either nationally or in our market areas, that are worse than expected;

	●	competition among depository and other financial institutions;

	●	inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

	●	adverse changes in the securities markets;

	●	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

	●	our ability to enter new markets successfully and capitalize on growth opportunities;

	●	our ability to successfully integrate de novo or acquired branches, if any;

	●	our ability to execute on our business strategy to increase commercial real estate and multi-family lending and commercial lending, including implementing an SBA lending program;

	●	changes in consumer spending, borrowing and savings habits;

	●	changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

	●	changes in our organization, compensation and benefit plans; and

	●	changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in the Company’s Form 10-K for the year 2017.

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

Total assets decreased $4.1 million, or 4.9%, to $80.8 million at June 30, 2018 from $84.9 million at December 31, 2017. The decrease was due primarily to decreases in investment securities and net loans. Loans decreased $4.2 million while investment securities decreased $604,000.

Cash and cash equivalents increased $493,000, or 40.1%, to $1.7 million at June 30, 2018 from $1.2 million at December 31, 2017 as a result of decreases in loans and investment securities. Loans decreased $4.2 million or 8.6% at June 30, 2018 to $44.6 million compared to $48.8 million at December 31, 2017. Securities available for sale decreased $578,000, or 2.0%, to $28.6 million at June 30, 2018 from $29.2 million at December 31, 2017. Securities held to maturity also decreased $26,000 to $631,000 at June 30, 2018 from $657,000 at December 31, 2017.

Net loans receivable decreased $4.2 million, or 8.6%, to $44.6 million at June 30, 2018 from $48.8 million at December 31, 2017. The decrease in loans receivable was primarily due to decreases in residential loans, commercial and multifamily real estate loans and student loans of $1.5 million, $1.5 million and $1.1 million, respectively.

At June 30, 2018, our investment in bank-owned life insurance increased $31,000 to $2.3 million from $2.3 million at December 31, 2017. We invest in bank-owned life insurance to provide us with a funding offset for our benefit plan obligations. Bank-owned life insurance also generally provides us noninterest income that is non-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses, and we have not made any additional contributions to our bank-owned life insurance since 2002.

Total deposits decreased $5.2 million, or 7.1 %, to $67.4 million at June 30, 2018 from $72.6 million at December 31, 2017. The decrease resulted primarily from decreases in savings accounts and certificates of deposit of $2.1 million, or 7.3%, and $3.4 million, or 14.2%, respectively. These decreases were partly offset by increases in non-interest bearing checking of $345,000, or 7.2%, compared to December 31, 2017.

We had $1.5 million in short-term Federal Home Loan Bank advances outstanding at June 30, 2018 compared to no borrowings at December 31, 2017. At June 30, 2018, we had the ability to borrow approximately $24.2 million, or 30% of the Association’s assets, in FHLB advances and $2.0 million on a Fed Funds line of credit with Atlantic Community Bankers Bank.

Total equity decreased $302,000, or 2.7%, to $11.0 million at June 30, 2018 from $11.3 million at December 31, 2017 resulting from an increase in other comprehensive loss of $387,000, primarily due to an increase in unrealized losses in the investment portfolio partly offset by net income of $56,000 for the first six months of 2018.

Comparison of Results of Operations for the Quarters Ended June 30, 2018 and June 30, 2017

General. We had net income of $20,000 for the quarter ended June 30, 2018 compared to net income of $28,000 for the quarter ended June 30, 2017. The decrease in net income resulted primarily from lower net interest and non- interest income, partly offset by lower non-interest expense.

Net Interest Income. Net interest income decreased $19,000, or 3.1%, to $589,000 for the quarter ended June 30, 2018 from $608,000 for the quarter ended June 30, 2017. Interest income on loans decreased $26,000, or 5.1%, primarily due to lower average loan balances. Interest income on mortgage backed securities and investment securities increased $14,000, or 10.7% and $2,000, or 11.2%, respectively, primarily due to higher yields. Interest expense increased $6,000, or 10.4%, primarily due to increased rates on CD’s. The average yield on our loans, investment securities and mortgage-backed securities increased 9, 19 and 29 basis points, respectively, for the quarter ended June 30, 2018 compared to the same quarter in 2017. Our net interest rate spread increased 5 basis points to 3.05% for the quarter ended June 30, 2018 from 3.00% for the quarter ended June 30, 2017 and our net interest margin increased 7 basis points to 3.10% for the 2018 quarter from 3.03% for the 2017 period. Average interest-earning assets decreased $4.2 million, or 5.2%, to $76.2 million for the quarter ended June 30, 2018 from $80.4 million for the second quarter of 2017.

Interest and Dividend Income. Interest and dividend income decreased $12,000, or 1.8%, to $657,000 for the quarter ended June 30, 2018 from $669,000 for the quarter ended June 30, 2017. The decrease resulted primarily from a decrease in interest income on loans of $26,000 partly offset by a $14,000 increase in interest income on mortgage backed securities and a $2,000 increase in interest income on investment securities.

Interest income on loans decreased $26,000, or 5.1%, to $490,000 for the quarter ended June 30, 2018 from $516,000 for the quarter ended June 30, 2017. The decrease resulted primarily from a $3.4 million decrease in average loan balances partly offset by an increase of 9 basis points in the average rate paid on loans.

Interest and dividend income on investment and mortgage-backed securities increased $16,000 to $163,000 for the quarter ended June 30, 2018 from $147,000 for the quarter ended June 30, 2017. Income on mortgage-backed securities increased $14,000, or 10.7%, compared to the prior year’s quarter mainly due to a 29 basis point increase in the average rate partly offset by a $905,000 reduction in average balances. Income on investment securities increased $2,000, or 11.2%, compared to the quarter ended June 30, 2017 primarily due to a 19 basis point increase in the average yield. The average balance in the mortgage-backed portfolio decreased $905,000, or 3.3% to $26.2 million from $27.1 million compared to the same period in 2017. The average yield on mortgage- backed securities increased 29 basis points to 2.26% for the quarter ended June 30, 2018 compared to the same period in 2017.

Interest Expense. Interest expense, consisting primarily of the cost of interest-bearing deposits, increased $6,000, or 10.4%, to $67,000 for the quarter ended June 30, 2018 from $61,000 for the quarter ended June 30, 2017. The increase in interest expense was due to an increase in rates paid on interest bearing liabilities partly offset by a decrease in average balances. Average interest- bearing liabilities decreased $5.0 million, or 7.0%, mainly due to lower average balances of savings accounts, certificates of deposit and short term borrowings partly offset by an increase in NOW and money market balances. Average savings accounts decreased $3.0 million, or 10.3%, average certificate of deposit balances decreased $978,000 or 4.0% and average short-term borrowings including escrow deposits decreased $2.6 million, or 81.8% to $583,000 for the quarter ended June 30, 2018 compared to the same period in 2017. These decreases were partly offset by a $1.3 million, or 11.3% increase in NOW balances and a $313,000 increase, or 9.9% increase in money market balances.

Provision for Loan Losses. We establish provisions for loan losses that are charged to operations in order to maintain the allowance for loan losses at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio both probable and reasonable to estimate at each reporting date. For the quarter ended June 30, 2018 we did not record a provision compared to a $3,000 provision for the quarter ended June 30, 2017. The allowance for loan losses was $507,000 at June 30, 2018 and at December 31, 2017. There were no charge-offs or recoveries during the quarters ended June 30, 2018 and June 30, 2017. (See Note 8 “Contingencies” for an additional discussion on the Company’s student loan portfolio.)

Non-interest Income. Non-interest income decreased $66,000, or 61.0%, to $42,000 for the quarter ended June 30, 2018 from $109,000 for the quarter ended June 30, 2017. The decrease was primarily due to a decrease in gains on the sale of securities and sale of loans during the period. There were no gains on the sale of securities and loans in the second quarter of 2018 compared to gains on the sale of securities and loans of $34,000 and $32,000, respectively, for the second quarter of 2017.

Non-interest Expense. Non-interest expense decreased $70,000, or 10.3%, to $607,000 for the quarter ended June 30, 2018 from $676,000 for the quarter ended June 30, 2017. The decrease was primarily due to decreases in compensation and benefits, occupancy and equipment costs and other expenses. Compensation and benefits expense decreased $52,000, or 14.7%, primarily due to lower staffing levels in the second quarter of 2018. Occupancy and equipment expense decreased $8,000, or 10.8%, primarily due to lower taxes and utilities. Other expenses decreased $9,000 or 17.7% mainly due to lower insurance costs, stationery and supplies expense and postage expense.

Income Tax Expense. We recorded a $5,000 income tax expense for the quarter ended June 30, 2018 compared to $9,000 for the quarter ended June 30, 2017. Income tax expense is calculated based on pre-tax income adjusted for permanent book to tax differences, such as non-taxable interest income on municipal securities and income on bank owned life insurance.

Comparison of Results of Operations for the six months ended June 30, 2018 and June 30, 2017

General. We had net income of $56,000 for the six months ended June 30, 2018 compared to net income of $38,000 for the six months ended June 30, 2017. The increase in net income resulted primarily from lower non-interest expense partly offset by lower net interest income and non-interest income and higher tax expense.

Net Interest Income. Net interest income decreased $20,000, or 1.6%, for the six months ended June 30, 2018 compared to the same period in 2017. Interest and dividend income decreased $11,000, or 0.81%, for the six months ended June 30, 2018 compared to the same period in 2017. Interest income on loans decreased $20,000, or 1.9%. The decrease in interest income was primarily due to lower average balances partly offset by higher yields. Average loan balances decreased $1.7 million for the six months ended June 30, 2018 compared to June 30, 2017 partly offset by an increase of 8 basis points in yield from 4.36% for the six months ended June 30, 2017 to 4.44% for the six months ended June 30, 2018. Interest income on mortgage backed securities increased $26,000 or 10.1% to $286,000 compared to $260,000 for the six months ended June 30, 2017. Interest income from investment securities decreased $8,000, or 21.3% to $30,000 for the 2018 period compared to $39,000 for the six months ended June 30, 2017. The increase in interest income from mortgage backed securities was due to higher yields partly offset by lower volume, while the decrease in interest income on investment securities was due to lower volume and yield. The average yield on our mortgage-backed securities increased 30 basis points to 2.23% while the yield on our investment securities decreased 28 basis points to 1.65%. Our net interest rate spread increased 9 basis points to 3.14% for the six months ended June 30, 2018 from 3.05% for the six months ended June 30, 2017, and our net interest margin increased 11 basis points to 3.19% for the 2018 period from 3.08% for the 2017 period. Average interest-earning assets decreased $4.0 million to $76.8 million for the six months ended June 30, 2018 from $80.8 million for the prior year period.

Interest and Dividend Income. Interest and dividend income decreased $11,000, or 0.8%, to $1.3 million for the six months ended June 30, 2018 from $1.4 million for the six months ended June 30, 2017. The decrease resulted primarily from decreases in interest income on loans, investment securities and Federal funds sold and other earning assets of $20,000, $8,000 and $9,000, respectively, partly offset by a $26,000 increase in interest income on mortgage-backed securities.

Interest income on loans decreased $20,000, or 1.9%, during the six months ended June 30, 2018 compared to the six months ended June 30, 2017. The average balance of loans decreased $1.7 million while the average yield on loans increased 8 basis points to 4.44% for the six months ended June 30, 2018 compared to 4.36% for the six months ended June 30, 2017.

Interest and dividend income on investment securities decreased $8,000 to $31,000 for the six months ended June 30, 2018 from $39,000 for the six months ended June 30, 2017. Income on mortgage-backed securities increased $26,000 or 10.1% compared to the prior year’s period mainly due to an increase in yield partly offset by a decrease in average balances. Income on investment securities decreased $8,000 or 21.3% compared to the prior year’s period mainly due to a decrease of $323,000 in average balances and a decrease of 28 basis points in the average yield. The average balance in the mortgage-backed portfolio decreased $1.2 million to $25.9 million from $27.1 million or 4.4% compared to the same period in 2017. The average yield on mortgage-backed securities increased 30 basis points to 2.23% for the six months ended June 30, 2018 compared to 1.93% for the same period in 2017.

Interest Expense. Interest expense, consisting primarily of the cost of interest-bearing deposits, increased $9,000, or 7.1%, to $131,000 for the six months ended June 30, 2018 from $122,000 for the six months ended June 30, 2017. The increase in interest expense was due to an increase in rates paid on interest- bearing liabilities partly offset by a decrease in average balances. Average interest bearing liabilities decreased $5.0 million, or 6.9% mainly due to lower savings, certificates of deposit and short term borrowings partly offset by an increase in NOW and money market balances. Average savings decreased $2.6 million, or 8.9%, average certificate of deposit balances decreased $867,000 or 3.5% and average short-term borrowings including escrow deposits decreased $2.7 million, or 84.9% to $480,000 for the six months ended June 30, 2018 compared to the same period in 2017. These decreases were partly offset by a $793,000, or 6.8% increase in NOW balances and a $399,000 or 13.0% increase in money market balances.

Provision for Loan Losses. We establish provisions for loan losses that are charged to operations in order to maintain the allowance for loan losses at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio both probable and reasonable to estimate at each reporting date. For the six months ended June 30, 2018 we did not record a provision compared to $6,000 for the same period in 2017. The allowance for loan losses was $507,000 at June 30, 2018 and December 31, 2017. There were no charge offs or recoveries during the six months ended June 30, 2018 and June 30, 2017. (See Note 8 “Contingencies” for an additional discussion on the Company’s student loan portfolio.)

Non-interest Income. Non-interest income decreased $93,000 or 52.4% to $85,000 for the six months ended June 30, 2018 from $178,000 for the six month period ended June 30, 2017. The decrease was primarily due to a decrease in gains on the sale of securities and sale of loans during the period. There were no gains on the sale of securities and loans in the first half of 2018 compared to gains on the sale of securities and loans of $34,000 and $60,000, respectively, for the first half of 2017.

Non-interest Expense. Non-interest expense decreased $131,000, or 9.6%, to $1.2 million for the six months ended June 30, 2018 from $1.4 million for the six months ended June 30, 2017. The decrease was primarily due to decreases in compensation and benefits, occupancy and equipment costs, professional fees, advertising and promotion expense and other expenses. Compensation and benefits expense decreased $80,000 or 11.2% primarily due to lower staffing levels in the first half of 2018. Occupancy and equipment expense decreased $20,000 or 12.7% primarily due to lower taxes and utilities. Professional fees decreased $14,000 or 6.9% primarily due to lower accounting related fees. Advertising and promotion expense decreased $6,000 or 27.1% due to lower print media expenses. Other expenses decreased $9,000 or 9.3% mainly due to lower insurance costs, stationery and supplies expense and postage expense.

Income Tax Expense. We recorded a $15,000 income tax expense for the six months ended June 30, 2018 compared to $10,000 for the six months ended June 30, 2017. Income tax expense is calculated based on pre-tax income adjusted for permanent book to tax differences, such as non-taxable interest income on municipal securities and income on bank owned life insurance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4. Controls and Procedures

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

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

Part II – Other Information

Item 1. Legal Proceedings

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Bank’s or the Company’s financial condition or results of operations.

Item 1A. Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

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

(a) There were no sales of unregistered securities during the period covered by this Report.

(b) Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101.INS	XBRL Instance Document

		101.SCH XBRL Taxonomy Extension Schema Document

		101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

		101.DEF XBRL Taxonomy Extension Definition Linkbase Document

		101.LAB XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

Date:	August 14, 2018	/s/ Timothy D. Sullivan
		Timothy D. Sullivan
		President and Chief Executive Officer

		/s/ Edward J. Lipkus
		Edward J. Lipkus
		Vice President, Chief Financial Officer, and Treasurer

Sunnyside Bancorp, Inc. - FORM 10-Q - August 14, 2018

Attached files

Sunnyside Bancorp, Inc. Reports