UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
For the quarterly period ended			March 31, 2016
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
For the transition period from				to
Commission File Number  001-37506
MSB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
MARYLAND							34-1981437
(State or other jurisdiction of							(I.R.S. Employer
incorporation or organization)							Identification Number)
1902 Long Hill Road, Millington, New Jersey						07946-0417
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code		(908) 647-4000
Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]  No [  ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]					Accelerated filer [  ]
Non-accelerated filer [  ]					Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [  ] No  [X]
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 16, 2016:
$0.01 par value common stock 5,953,423 shares outstanding

MSB FINANCIAL CORP. AND SUBSIDIARIES

INDEX

		Page
		Number
PART I - FINANCIAL INFORMATION
Item 1:	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition
	at March 31, 2016 and December 31, 2015	2
	Consolidated Statements of Comprehensive Income for the
	Three Months Ended March 31, 2016 and 2015	3
	Consolidated Statements of Cash Flows for the Three Months
	Ended March 31, 2016 and 2015	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2:	Management’s Discussion and Analysis of	26
	Financial Condition and Results of Operations
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4:	Controls and Procedures	32
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	33
SIGNATURES		34
CERTIFICATIONS

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MSB FINANCIAL CORP. AND SUBSIDARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

	March 31,			December 31,
	2016			2015
(Dollars in thousands, except per share amounts)
Cash and due from banks	$	1,571		$	2,219
Interest-earning demand deposits with banks		12,944			10,084
Cash and Cash Equivalents		14,515			12,303
Securities held to maturity (fair value of $74,219 and $78,400, respectively)		73,603			78,995
Loans receivable, net of allowance for loan losses of $3,671 and $3,602, respectively		270,713			262,312
Premises and equipment		8,101			8,118
Federal Home Loan Bank of New York stock, at cost		1,376			1,826
Bank owned life insurance		7,524			7,468
Accrued interest receivable		1,272			1,352
Other assets		3,030			3,316
Total Assets	$	380,134		$	375,690
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing	$	33,139		$	28,173
Interest bearing		243,702			234,425
Total Deposits		276,841			262,598
Advances from Federal Home Loan Bank of New York		22,675			32,675
Advance payments by borrowers for taxes and insurance		838			743
Other liabilities		3,220			3,311
Total Liabilities		303,574			299,327
Stockholders’ Equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, par value $0.01; 49,000,000 shares authorized;        5,953,423 issued and outstanding		59			59
Paid-in capital		56,224			56,216
Retained earnings		22,368			22,209
Unallocated common stock held by ESOP (209,518 and 212,242 shares, respectively)		(2,011	)		(2,042	)
Accumulated other comprehensive loss		(80	)		(79	)
Total Stockholders’ Equity		76,560			76,363
Total Liabilities and Stockholders’ Equity	$	380,134		$	375,690

See notes to unaudited consolidated financial statements.

2

MSB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended March 31,
(Dollars in thousands, except per share amounts)	2016		2015
Interest Income:
Loans receivable, including fees	$	2,838	$	2,508
Securities held to maturity		431		404
Other		29		22
Total Interest Income		3,298		2,934
Interest Expense
Deposits		314		365
Borrowings		196		189
Total Interest Expense		510		554
Net Interest Income		2,788		2,380
Provision (Credit) for Loan Losses		130		(52	)
Net Interest Income after Provision (Credit) for Loan Losses		2,658		2,432
Non-Interest Income
Fees and service charges		73		84
Income from bank owned life insurance		56		53
Other		12		26
Total Non-Interest Income		141		163
Non-Interest Expenses
Salaries and employee benefits		1,420		1,080
Directors compensation		110		113
Occupancy and equipment		334		327
Service bureau fees		213		144
Advertising		11		30
FDIC assessment		71		71
Professional services		239		172
Other		166		321
Total Non-Interest Expenses		2,564		2,258
Income before Income Taxes		235		337
Income Tax Expense		76		121
Net Income	$	159	$	216
Earnings per share (2015 amounts restated):
Basic	$	0.03	$	0.04
Diluted	$	0.03	$	0.04
See notes to unaudited consolidated financial statements.

3

Consolidated Statements of Comprehensive Income – (Continued)

	Three months ended March 31,
(Dollars in thousands, except per share amounts)	2016			2015
Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Reclassification adjustment for prior service cost included in net income, net of tax of $2 and $3, respectively	$	(3	)	$	(4	)
Actuarial loss arising during the period, net of tax of  $- and $(3), respectively		-			4
Reclassification adjustment for net actuarial loss  included in net income, net of tax of $(1) and $(4), respectively		2			5
Total other comprehensive income (loss)		(1	)		5
Comprehensive income	$	158		$	221
See notes to unaudited consolidated financial statements.

4

MSB Financial Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
(In thousands)	2016			2015
Cash Flows from Operating Activities:
Net Income	$	159		$	216
Adjustments to reconcile net income to net
cash provided by operating activities:
Net accretion of securities premiums and discounts and deferred loan fees and costs		(4	)		(4	)
Depreciation and amortization of premises and equipment		89			104
Stock-based compensation and allocation of ESOP stock		39			44
Provision (credit) for loan losses		130			(52	)
Loss on sale of other real estate owned		-			77
Income from bank owned life insurance		(56	)		(53	)
Decrease (increase) in accrued interest receivable		80			(180	)
Decrease (increase) in other assets		287			(85	)
(Decrease) increase in other liabilities		(93	)		66
Net Cash Provided by Operating Activities		631			133
Cash Flows from Investing Activities:
Activity in held to maturity securities:
Purchases		-			(490	)
Maturities, calls and principal repayments		5,367			757
Net increase in loans receivable		(8,502	)		(646	)
Purchased loan participations		-			(7,100	)
Purchase of premises and equipment		(72	)		(52	)
Redemption (purchase) of Federal Home Loan Bank of NY stock		450			(320	)
Capitalized improvements of other real estate owned		-			(89	)
Proceeds from sale of other real estate owned		-			256
Net Cash Used in Investing Activities		(2,757	)		(7,684	)
Cash Flows from Financing Activities:
Net increase (decrease) in deposits		14,243			(308	)
(Decrease) increase in advances from FHLB of NY		(10,000	)		7,100
Increase in advance payments by borrowers for taxes and insurance		95			89
Net Cash Provided by Financing Activities		4,338			6,881
Net Increase (decrease) in Cash and Cash Equivalents		2,212			(670	)
Cash and Cash Equivalents – Beginning		12,303			7,519
Cash and Cash Equivalents – Ending	$	14,515		$	6,849
Supplementary Cash Flows Information
Interest paid	$	517		$	555

See notes to unaudited consolidated financial statements.

5

MSB FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Organization and Business

MSB Financial Corp. (the “Company”) is a Maryland-chartered corporation organized in 2014 to be the successor to MSB Financial Corp., a federal corporation (“Old MSB”) upon completion of the second-step conversion of Millington Bank (the “Bank”) from the two-tier mutual holding company structure to the stock holding company structure. MSB Financial, MHC (the “MHC”) was the former mutual holding company for Old MSB prior to completion of the second-step conversion.  In conjunction with the second-step conversion, each of the MHC and Old MSB ceased to exist.  The second-step conversion was completed on July 16, 2015 at which time the Company sold 3,766,592 shares of its common stock (including 150,663 shares purchased by the Bank’s employee stock ownership plan) at $10.00 per share for gross proceeds of approximately $37.7 million. Expenses related to the stock offering totaled $1.5 million and were netted against proceeds. As part of the second-step conversion, each of the outstanding shares of common stock of Old MSB held by persons other than the MHC were converted into 1.1397 shares of Company common stock with cash paid in lieu of fractional shares.  As a result, a total of 2,187,242 shares were issued in the second-step conversion.  As a result of the second-step conversion, all share and per share information has subsequently been revised to reflect the 1.1397 exchange ratio unless otherwise noted.

The Company’s principal business is the ownership and operation of the Bank. The Bank is a New Jersey-chartered stock savings bank and its deposits are insured by the Federal Deposit Insurance Corporation. The primary business of the Bank is attracting retail deposits from the general public and using those deposits together with funds generated from operations, principal repayments on securities and loans and borrowed funds, for its lending and investing activities. The Bank’s loan portfolio primarily consists of one-to-four family and home equity residential loans, commercial loans, and construction loans. It also invests in U.S. government obligations and mortgage-backed securities. The Bank is regulated by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. The Board of Governors of the Federal Reserve System (the “Federal Reserve”) regulates the Company as a bank holding company.

The primary business of Millington Savings Service Corp (the “Service Corp”) was the ownership and operation of a single commercial rental property. This property was sold during the year ended June 30, 2007. Currently the Service Corp is inactive.

Subsequent Event

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of March 31, 2016, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

Note 2 – Basis of Consolidated Financial Statement Presentation

              The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank, and the Bank’s wholly owned subsidiary the Service Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.  These consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X, and therefore, do not include all information or notes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

6

In the opinion of management, all adjustments, consisting of only normal recurring adjustments or accruals, which are necessary for a fair presentation of the consolidated financial statements have been made at March 31, 2016 and for the three months ended March 31, 2016 and 2015.  The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results which may be expected for an entire fiscal year or other interim periods.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates.

A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses is adequate. While management uses all available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions in the Bank’s market area.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examinations.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.  The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption  (which includes additional footnote disclosures).  We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall. The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods 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, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in 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, (6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The guidance in this ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

7

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily due to the recognition of lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of the pending adoption of ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting,Compensation – Stock Compensation (Topic 718). This ASU changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classification for Excess Tax Benefits and Deficiencies, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classification. The standard is effective for public companies in annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted the interim or annual period provided that the entire standard is adopted. If an entity early adopts the standard in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the impact of the pending adoption of ASU 2016-09 on our consolidated financial statements.

Note 3 – Earnings Per Share

The following table shows the computation of basic and diluted earnings per share:

	Three Months Ended March 31,
(In Thousands, Except Per Share Data)	2016		2015
Numerator:
Net income	$	159	$	216
Denominator:
Weighted average common shares		5,743		5,637
Dilutive potential common shares		69		-
Weighted average fully diluted shares		5,812		5,637
Earnings per share:
Basic	$	0.03	$	0.04
Dilutive	$	0.03	$	0.04
Outstanding common stock equivalents having no dilutive effect		-		308

Amounts shown above for weighted average shares and earnings per share for the period ended March 31, 2015, have been restated to give effect to the second-step conversion completed in July 2015. (See Note 1 for additional details).

8

Note 4 - Securities Held to Maturity

The amortized cost of securities held to maturity and their estimated fair values as of March 31, 2016 and December 31, 2015 are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2016	(In Thousands)
U.S U.S. Government agencies:
Due after one year through five years	$	17,000	$	17	$	5	$	17,012
Due after five through ten years		5,000		-		38		4,962
Due after ten years		11,000		-		1		10,999
		33,000		17		44		32,973
Mortgage-backed securities		26,053		894		8		26,939
Corporate bonds:
Due within one year		1,513		2		1		1,514
Due after one year through five years		3,049		26		15		3,060
Due after five through ten years		1,000		-		41		959
Due after ten years		4,000		-		241		3,759
		9,562		28		298		9,292
State and political subdivisions:
Due within one year		96		-		-		96
Due after one through five years		595		1		1		594
Due after five through ten years		713		4		-		717
		1,403		5		1		1,407
Certificates of deposit:
Due within one year		980		1		-		981
Due after one year through five years		2,605		22		-		2,627
		3,585		23		-		3,608
	$	73,603	$	967	$	351	$	74,219

9

Note 4 - Securities Held to Maturity - Continued

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2015	(In Thousands)
U.S U.S. Government agencies:
Due after one year through five years	$	18,000	$	4	$	142	$	17,862
Due after five through ten years		8,500		2		80		8,422
Due thereafter		11,000		-		285		10,715
		37,500		6		507		36,999
Mortgage-backed securities		26,463		405		230		26,638
Corporate bonds:
Due within one year		503		2		-		505
Due after one through five years		4,069		21		4		4,086
Due after five through ten years		1,000		-		10		990
Due thereafter		4,000		-		289		3,711
		9,572		23		303		9,292
State and political subdivisions:
Due within one year		96		-		-		96
Due after one through five years		596		-		2		594
Due after five through ten years		713		5		-		718
		1,405		5		2		1,408
Certificates of deposit:
Due within one year		1,450		-		-		1,450
Due after one through five years		2,605		11		3		2,613
		4,055		11		3		4,063
	$	78,995	$	450	$	1,045	$	78,400

All mortgage-backed securities at March 31, 2016 and December 31, 2015 have been issued by FNMA, FHLMC or GNMA and are secured by one-to-four family residential real estate. The amortized cost and estimated fair value of securities held to maturity at March 31, 2016 and December 31, 2015, as shown above, are reported by contractual maturity.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There were no sales of securities held to maturity during the three months ended March 31, 2016 or 2015.  At March 31, 2016 and December 31, 2015, securities held to maturity with a fair value of approximately $1.0 million and $997,800, respectively, were pledged to secure public funds on deposit.

10

Note 4 - Securities Held to Maturity - Continued

The following tables set forth the gross unrealized losses and fair value of securities in an unrealized loss position as of March 31, 2016 and December 31, 2015, and the length of time that such securities have been in an unrealized loss position:

	Less than 12 Months				More than 12 Months				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In thousands)
March 31, 2016:
U.S. Government    agencies	$	5,988	$	12	$	1,968	$	32	$	7,956	$	44
Mortgage-backed    securities		544		4		1,678		4		2,222		8
Corporate bonds		3,827		173		2,888		125		6,715		298
State and political subdivisions		515		1		-		-		515		1
	$	10,874	$	190	$	6,534	$	161	$	17,408	$	351

	Less than 12 Months				More than 12 Months				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
	(In thousands)
December 31, 2015
U.S. Government    agencies	$	9,410	$	89	$	17,083	$	418	$	26,493	$	507
Mortgage-backed    securities		12,312		173		2,602		57		14,914		230
Corporate bonds		5,208		300		504		3		5,712		303
State and political subdivisions		515		2		-		-		515		2
Certificates of deposit		932		3		-		-		932		3
	$	28,377	$	567	$	20,189	$	478	$	48,566	$	1,045

At March 31, 2016, management concluded that the unrealized losses summarized above (which related to seven U.S. Government agency bonds, three mortgage-backed securities, six corporate bonds and four state and political subdivision securities, compared to fifteen U.S. Government agency bonds, six mortgage-backed securities, four corporate bonds and one certificate of deposit as of December 31, 2015) are temporary in nature since they are not related to the underlying credit quality of the issuer.  The Company does not intend to sell these securities and it is not more-likely-than-not that the Company would be required to sell these securities prior to the anticipated recovery of the remaining amortized cost.  Management believes that the losses above are primarily related to the change in market interest rates. Accordingly, the Company has not recognized any other-than-temporary impairment loss on these securities.

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Note 5 - Loans Receivable and Allowance for Credit Losses

The composition of loans receivable at March 31, 2016 and December 31, 2015 was as follows:

	March 31, 2016			December 31, 2015
	(In thousands)
Residential mortgage:
One-to-four family	$	155,764		$	154,624
Home equity		34,484			35,002
Total residential mortgage loans		190,248			189,626
Commercial and multi-family real estate		65,227			59,642
Construction		11,280			10,895
Commercial and industrial		11,399			10,275
Total commercial loans		87,906			80,812
Total consumer loans		371			493
Loans receivable		278,525			270,931
Loans in process		(3,729	)		(4,600	)
Deferred loan fees		(412	)		(417	)
Allowance for loan losses		(3,671	)		(3,602	)
		(7,812	)		(8,619	)
Loans receivable, net	$	270,713		$	262,312

Allowance for Loan Losses

The allowance calculation methodology includes segregation of the total loan portfolio into segments. The Company’s loans receivable portfolio is comprised of the following segments: residential mortgage, commercial real estate, construction, commercial and industrial and consumer.  Some segments of the Company’s loan receivable portfolio are further disaggregated into classes which allow management to more accurately monitor risk and performance.

The residential mortgage loan segment is disaggregated into two classes: one-to-four family loans, which are primarily first liens, and home equity loans, which consist of first and second liens.  The commercial real estate loan segment includes owner and non-owner occupied loans which have medium risk based on historical experience with these types of loans.  The construction loan segment is further disaggregated into two classes: one-to-four family owner-occupied, which includes land loans, whereby the owner is known and there is less risk, and other, whereby the property is generally under development and tends to have more risk than the one-to-four family owner-occupied loans.  The commercial and industrial loan segment consists of loans made for the purpose of financing the activities of commercial customers. The majority of commercial and industrial loans are secured by real estate and thus carry a lower risk than traditional commercial and industrial loans.  The consumer loan segment consists primarily of installment loans and overdraft lines of credit connected with customer deposit accounts.

12

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

The allowance 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. The general component covers pools of loans by loan class. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these classes 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 as well as the condition of various market segments, 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.
5.	Volume and severity of past due, classified and nonaccrual loans as well as other loan modifications.
6.	Quality of the Company’s loan review system, and the degree of oversight by the Company’s Board of Directors.
7.	Existence and effect of any concentrations of credit and changes in the level of such concentrations.
8.	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.

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.

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

13

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

The following tables provide an analysis of the allowance for loan losses and the loan receivable balances, by portfolio segment segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of March 31, 2016 and 2015:

	Three Months Ended March 31, 2016
(in thousands)	Residential  Mortgage		Commercial and Multi-Family Real Estate		Construction		Commercial and Industrial		Consumer		Unallocated			Total
Allowance for loan losses:
Balance, beginning	$	1,927	$	1,015	$	143	$	235	$	9	$	273	$	3,602
Provisions (credits)		32		69		10		42		(1)		(22)		130
Loans charged-off		(64)		—		—		—		(2)		—		(66)
Recoveries		4		—		—		—		1		—		5
Balance, ending	$	1,899	$	1,084	$	153	$	277	$	7	$	251	$	3,671
Period-end allowance allocated to:
Loans  individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Loans  collectively evaluated for impairment		1,899		1,084		153		277		7		251		3,671
Ending Balance	$	1,899	$	1,084	$	153	$	277	$	7	$	251	$	3,671
Period-end loan balances evaluated for:
Loans  individually evaluated for impairment	$	14,890	$	1,209	$	—	$	553	$	—	$	—	$	16,652
Loans  collectively evaluated for impairment		175,151		63,857		7,511		10,842		371		—		257,732
Ending Balance	$	190,041	$	65,066	$	7,511	$	11,395	$	371	$	—	$	274,384

14

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

	Three Months Ended March 31, 2015
(in thousands)	Residential  Mortgage		Commercial and Multi-Family Real Estate		Construction		Commercial and Industrial		Consumer		Unallocated			Total
Allowance for loan losses:
Balance, beginning	$	2,109	$	885	$	317	$	290	$	6	$	27	$	3,634
Provisions (credits)		(79)		14		10		18		—		(15)		(52)
Loans charged-off		(7)		—		—		—		—		—		(7)
Recoveries		2		—		—		—		—		—		2
Balance, ending	$	2,025	$	899	$	327	$	308	$	6	$	12	$	3,577
Period-end allowance allocated to:
Loans  individually evaluated for impairment		2		—		21		—		—		—		23
Loans  collectively evaluated for impairment		2,023		899		306		308		6		12		3,554
Ending Balance		2,025		899		327		308		6		12		3,577
Period-end loan balances evaluated for:
Loans  individually evaluated for impairment		15,987		1,856		564		723		—		—		19,130
Loans  collectively evaluated for impairment		165,322		37,487		10,077		9,699		1,136		—		223,721
Ending Balance		181,309		39,343		10,641		10,422		1,136		—		242,851

Nonaccrual and Past Due Loans

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or when management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. Certain loans may remain on accrual status if they are in the process of collection and are either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed. Interest received on nonaccrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt.  The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

15

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

 The following table represents the classes of the loans receivable portfolio summarized by aging categories of performing loans and nonaccrual loans as of March 31, 2016 and December 31, 2015:

As of  March 31, 2016	30-59 Days Past Due and Still Accruing		60-89 Days Past Due and Still Accruing		Greater than 90 Days and Still Accruing		Total Past Due and Still Accruing		Accruing Current Balances		Nonaccrual Loans(1)		Total Loans Receivables
	(In thousands)
Residential Mortgage
One-to-four family	$	2,354	$	661	$	233	$	3,248	$	149,115	$	3,201	$	155,564
Home equity		28		98		51		177		33,270		1,030		34,477
Commercial and multi-family real estate		—		422		—		422		63,831		813		65,066
Construction
One-to-four family        owner-occupied		—		—		—		—		4,118		—		4,118
Other		42		—		—		42		3,351		—		3,393
Commercial and industrial		—		—		—		—		10,970		425		11,395
Consumer		5		1		—		6		365		—		371
Total	$	2,429	$	1,182	$	284	$	3,895	$	265,020	$	5,469	$	274,384

(1)   Nonaccrual loans at March 31, 2016, included $2,737,000 that were 90 days or more delinquent, $385,000 that were 60-89 days delinquent, $658,000 that were 30-59 days delinquent, and $1,689,000 that were current or less than 30 days delinquent.

As of  December 31, 2015	30-59 Days Past Due and Still Accruing		60-89 Days Past Due and Still Accruing		Greater than 90 Days and Still Accruing		Total Past Due and Still Accruing		Accruing Current Balances		Nonaccrual Loans (1)		Total Loans Receivables
	(In thousands)
Residential Mortgage
One-to-four family	$	4,187	$	770	$	235	$	5,192	$	145,479	$	3,744	$	154,415
Home equity		50		—		50		100		34,099		803		35,002
Commercial and multi-family real estate		—		—		—		—		58,661		827		59,488
Construction
One-to-four family        owner-occupied		—		—		—		—		2,663		—		2,663
Other		—		—		—		—		3,581		—		3,581
Commercial and industrial		—		—		—		—		9,730		542		10,272
Consumer		5		2		—		7		486		—		493
Total	$	4,242	$	772	$	285	$	5,299	$	254,699	$	5,916	$	265,914

(1)   Nonaccrual loans at December 31, 2015, included $2,695,000 that were 90 days or more delinquent, $917,000 that were 60-89 days delinquent, $685,000 that were 30-59 days delinquent, and $1,618,000 that were current or less than 30 days delinquent.

16

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

Impaired Loans

Management evaluates individual loans in all of the loan segments (including loans in the residential mortgage and consumer segments) for possible impairment- if the loan is either on nonaccrual status or is risk rated Substandard or worse or has been modified in a troubled debt restructuring.  A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.

Once the determination has been made that a loan is impaired, impairment is measured by comparing the recorded investment in the loan to one of the following: (a) the present value of expected cash flows (discounted at the loan’s effective interest rate), (b) the loan’s observable market price or (c) the fair value of collateral adjusted for expected selling costs.  The method is selected on a loan by loan basis with management primarily utilizing the fair value of collateral method.

The estimated fair values of the real estate collateral are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

The estimated fair values of the non-real estate collateral, such as accounts receivable, inventory and equipment, are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging schedules or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

The evaluation of the need and amount of the allowance for impaired loans and whether a loan can be removed from impairment status is made on a quarterly basis.  The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

The following tables provide an analysis of the impaired loans at March 31, 2016 and December 31, 2015 and the average balances of such loans for the three months and year, respectively, then ended:

March 31, 2016 (In thousands)	Recorded Investment		Loans with No Related Reserve		Loans with Related Reserve		Related Reserve		Contractual Principal Balance		Average Loan Balances
Residential mortgage
One-to-four family	$	12,409	$	12,409	$	-	$	-	$	12,950	$	12,700
Home equity		2,481		2,481		-		-		2,571		2,371
Commercial and multi-family real estate		1,209		1,209		-		-		1,773		1,217
Construction
One-to-four family owner-occupied		-		-		-		-		-		-
Other		-		-		-		-		-		-
Commercial and industrial		553		553		-		-		1,149		604
Consumer		-		-		-		-		-		-
Total	$	16,652	$	16,652	$	-	$	-	$	18,443	$	16,892

17

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

December 31, 2015 (In thousands)	Recorded Investment		Loans with No Related Reserve		Loans with Related Reserve		Related Reserve		Contractual Principal Balance		Average Loan Balances
Residential mortgage
One-to-four family	$	12,991	$	12,895	$	96	$	3	$	13,703	$	14,109
Home equity		2,261		2,261		-		-		2,353		1,360
Commercial and multi-family real estate		1,226		1,226		-		-		1,780		1,671
Construction
One-to-four family owner-occupied		-		-		-		-		-		-
Other		-		-		-		-		-		376
Commercial and industrial		655		655		-		-		1,251		708
Consumer		-		-		-		-		-		1
Total	$	17,133	$	17,037	$	96	$	3	$	19,087	$	18,225

As of March 31, 2016 and December 31, 2015, impaired loans listed above include $13.8 and $15.1 million, respectively, of loans previously modified in troubled debt restructurings (“TDRs”) and as such are considered impaired under GAAP.  As of March 31, 2016 and December 31, 2015, $10.9 million and $11.0 million, respectively, of these loans have been performing in accordance with their modified terms for an extended period of time and as such were removed from non-accrual status and considered performing.

Interest income of $166,000 and $204,000 was recognized on impaired loans during the three months ended March 31, 2016 and 2015. The average balance of impaired loans for the three months ended March 31, 2015 was $18.8 million.

Credit Quality Indicators

Management uses an eight point internal risk rating system to monitor the credit quality of the loans in the Company’s commercial real estate, construction and commercial and industrial loan segments.  The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually or when credit deficiencies, such as delinquent loan payments, arise. The criticized rating categories utilized by management generally follow bank regulatory definitions. The first six risk rating categories are considered not criticized, and are aggregated as “Pass” rated.  The “Special Mention” category includes assets that are currently protected, but are potentially weak, resulting in increased credit risk and deserving management’s close attention.  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.  Loans classified “Substandard” have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans classified “Doubtful” have all the weaknesses inherent in loans classified “Substandard” with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.  Loans classified as a “Loss” are considered uncollectible and subsequently charged off.

18

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table presents the classes of the loans receivable portfolio summarized by the aggregate “Pass” and the criticized categories of “Special Mention”, “Substandard”, “Doubtful” and “Loss” within the internal risk rating system as of March 31, 2016 and December 31, 2015:

As of March 31, 2016	Pass		Special Mention		Substandard		Doubtful		Loss		Total
	(In thousands)
Commercial and multi-family real estate	$	63,458	$	422	$	1,186	$	—	$	—	$	65,066
Construction
One-to-four family owner-occupied		4,118		—		—		—		—		4,118
Other		3,393		—		—		—		—		3,393
Commercial and industrial		10,834		92		468		—		—		11,395
Total	$	81,803	$	514	$	1,654	$	—	$	—	$	83,971

As of December 31, 2015	Pass		Special Mention		Substandard		Doubtful		Loss		Total
	(In thousands)
Commercial and multi-family real estate	$	57,863	$	425	$	1,200	$	—	$	—	$	59,488
Construction
One-to-four family owner-occupied		2,663		—		—		—		—		2,663
Other		3,581		—		—		—		—		3,581
Commercial and industrial		9,480		94		698		—		—		10,272
Total	$	73,587	$	519	$	1,898	$	—	$	—	$	76,004

Management further monitors the performance and credit quality of the retail portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status. 

	Residential mortgage				Consumer				Total Residential and Consumer
	Mar. 31, 2016		Dec. 31, 2015		Mar. 31, 2016		Dec. 31, 2015		Mar. 31, 2016		Dec. 31, 2015
	(In thousands)
Nonperforming	$	4,515	$	4,832	$	—	$	—	$	4,515	$	4,832
Performing		185,526		184,585		371		493		185,897		185,078
Total	$	190,041	$	189,417	$	371	$	493	$	190,412	$	189,910

19

Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

Troubled Debt Restructurings

Loans the terms of which are modified are classified as a TDR if, in connection with the modification, the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a TDR generally involve a reduction in interest rate below market rates given the associated credit risk, or an extension of a loan’s stated maturity date or capitalization of interest and/or escrow. Nonaccrual TDRs are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.  Loans classified as TDRs are designated as impaired until they are ultimately repaid in full or foreclosed and sold.  The nature and extent of impairment of TDRs, including those which experienced a subsequent default, is considered in the determination of an appropriate level of allowance for loan losses.

The recorded investment balance of TDRs totaled $13.8 million at March 31, 2016 compared with $15.1 million at December 31, 2015.  The majority of the Company’s TDRs are on accrual status and totaled $10.9 million at March 31, 2016 versus $11.0 million at December 31, 2015.  The total of TDRs on non-accrual status was $2.9 million at March 31, 2016 and $4.1 million at December 31, 2015.

For the three months ended March 31, 2016, the Company did not modify any loans as a TDR. For the three months ended March 31, 2015, the Company modified a single home equity loan with a pre-modification and post-modification balance of $167,000. An interest only period was initiated until October 2016 after which the loan is on a fifteen-year amortization schedule.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.  There were no loans modified in TDRs during the previous 12 months and for which there was a subsequent payment default for the three months ended March 31, 2016 and 2015.

There was no Other Real Estate Owned (“OREO”) at March 31, 2016 and December 31, 2015. We may obtain physical possession of residential real estate collateralizing consumer mortgage loans via foreclosure or in-substance repossession. As of March 31, 2016 and December 31, 2015, we had consumer loans with a carrying value of $840,000 and $1.8 million, respectively, collateralized by residential real estate property for which formal foreclosure proceedings were in process.

20

Note 6 - Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and certain liabilities and to determine fair value disclosures.

FASB ASC Topic 820, Fair Market Value Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

ASC 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

· Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

· Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

· Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  An

21

Note 6 - Fair Value Measurements (Continued)

asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Assets Measured at Fair Value on a Recurring Basis

The Bank did not have any financial assets measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain financial and non-financial assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following table summarizes those assets measured at fair value on a non-recurring basis as of March 31, 2016 and December 31, 2015:

	March 31, 2016
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(In thousands)
Impaired loans	$	—	$	—	$	—		$	—

	December 31, 2015
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(In thousands)
Impaired loans	$	—	$	—	$	525		$	525

For Level 3 assets measured at fair value on a non-recurring basis as of March 31, 2016 and December 31, 2015, the significant unobservable inputs used in fair value measurements were as follows:

		As of December 31, 2015
		Fair Value Estimate	Valuation Techniques	Unobservable Input		Range (Weighted Average)
		(Dollars in thousands)
Impaired loans	$	525	Appraisal of		Appraisal
			collateral		adjustments	0% (0%)
					Liquidation
					expense	10.0% to 26.1% (13.0%)

22

Note 6 - Fair Value Measurements (Continued)

An impaired loan is measured for impairment at the time the loan is identified as impaired.  Loans are considered impaired when based on current information and events it is probable that payments of interest and principal will not be made in accordance with the contractual terms of the loan agreement.  The Company’s impaired loans are generally collateral dependent and, as such, are carried at the lower of cost or estimated fair value less estimated selling costs.  Fair values are estimated through current appraisals and adjusted as necessary to reflect current market conditions and as such are classified as Level 3.

Disclosure about Fair Value of Financial Instruments

Fair value of a financial instrument is defined above. Significant estimates were used for the purposes of disclosing fair values. Estimated fair values have been determined using the best available data and estimation methodology suitable for each category of financial instruments. However, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The following presents the carrying amount and the fair value as of March 31, 2016 and December 31, 2015, and placement in the fair value hierarchy of the Company’s financial instruments which are carried on the consolidated statement of financial condition at cost and are not recorded at fair value on a recurring basis.  This table excludes financial instruments for which carrying amount approximates fair value, which includes cash and cash equivalents, Federal Home Loan Bank stock, accrued interest receivable, interest and non-interest bearing demand, savings and club deposits, and accrued interest payable.

		Carrying		Fair		Level 1		Level 2			Level 3
As of March 31, 2016		Amount		Value		Inputs		Inputs			Inputs
					(In thousands)
Financial assets:
Securities held to maturity	$		73,603	$	74,219	$	-		$	74,219		$	-
Loans receivable (1)			270,713		274,415		-			-			274,415
Financial liabilities:
Certificate of deposits			85,041		85,912		-			85,912			-
Advances from Federal Home Loan Bank of New York			22,675		23,465		-			23,465			-
As of December 31, 2015
Financial assets:
Securities held to maturity	$		78,995	$	78,400	$	-		$	78,400		$	-
Loans receivable (1)			262,312		264,001		-			-			264,001
Financial liabilities:
Certificate of deposits			85,408		86,241		-			86,241			-
Advances from Federal Home Loan Bank of New York			32,675		33,428		-			33,428			-
(1) Includes impaired loans measured at fair value on a non-recurring basis as discussed above.

Methods and assumptions used to estimate fair values of financial instruments previously disclosed are as follows:

23

Note 6 - Fair Value Measurements (Continued)

Cash and Cash Equivalents

For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

Securities Held to Maturity

The fair value for securities held to maturity is based on quoted market prices, where available. If quoted market prices are not available, fair value is estimated using quoted market prices for similar securities.

Loans Receivable

The fair value of loans is based upon a multitude of sources, including assumed current market rates by category and the Company’s current offering rates.  Both fixed and variable rate loan fair values are derived using a discounted cash flow methodology.  For variable rate loans, repricing terms, including next repricing date, repricing frequency and repricing rate are factored into the discounted cash flow formula.

Federal Home Loan Bank of New York Stock

The carrying amount of Federal Home Loan Bank of New York stock approximates fair value since the Company is generally able to redeem this stock at par.

Accrued Interest Receivable and Payable

The carrying amounts of accrued interest receivable and payable approximate fair value due to the short term nature of these instruments.

Deposits

Fair values for demand and savings and club accounts are, by definition, equal to the amount payable on demand at the reporting date. Fair values of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar instruments with similar maturities.

Advances from Federal Home Loan Bank of New York

Fair values of advances are estimated using discounted cash flow analyses, based on rates currently available to the Company for advances from the Federal Home Loan Bank of New York with similar terms and remaining maturities.

Off-Balance Sheet Financial Instruments

Fair values of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms, and the present credit worthiness of the counterparties.  As of March 31, 2016 and December 31, 2015, the fair value of the commitments to extend credit was not considered to be material.

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Note 7 – Retirement Plans

Periodic expenses for the Company’s retirement plans, which include the Directors’ Retirement Plan and the Executive Incentive Retirement Plan, were as follows:

	Three Months Ended
	March 31,
	2016			2015
	(In thousands)
Service cost	$	4		$	4
Interest cost		23			20
Amortization of unrecognized loss		3			9
Amortization of past service liability		(5	)		(7	)
Net periodic benefit cost	$	25		$	26

The Company previously disclosed in its Form 10-K as of December 31, 2015 that it expected to contribute $124,000 to the Plan during the current fiscal year.  As of March 31, 2016, the Company contributed $46,000.

Note 8 – Reclassifications Out of Accumulated Other Comprehensive Income

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income  (Loss) (a)			Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (a)		Affected Line Item in the Consolidated Statements of Comprehensive Income (Loss)
	Three Months Ended March 31, 2016			Three Months Ended March 31, 2015
	(In thousands)
Amortization of defined benefit pension items:
Prior service costs		$        5	(b)		$           7	Directors compensation
Unrecognized loss		(3)	(b)		(9)	Directors compensation
Unrecognized gain		-	(b)		-	Salary and employee benefits
Total before tax		(2)			(2)
Income tax expense		1			1
Total reclassifications for the period		$       (1)			$        (1)

(a)           Amounts in parenthesis indicate debits to profit/loss.

(b) These accumulated other comprehensive components are included in the computation of net periodic pension cost.  (See Note 7 for additional details).

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

This Form 10-Q contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward – looking statements include:

· 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 subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

· General economic conditions, either nationally or in our market area, that are worse than expected;

· The volatility of the financial and securities markets, including changes with respect to the market value of our financial assets;

· Changes in government regulation affecting financial institutions and the potential expenses associated therewith;

· Changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

· Our ability to enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities;

· Increased competitive pressures among financial services companies;

· Changes in consumer spending, borrowing and savings habits;

· Legislative or regulatory changes that adversely affect our business;

· Adverse changes in the securities markets;

· Our ability to successfully manage our growth; and

· Changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

No forward-looking statement can be guaranteed and we specifically disclaim any obligation to update any forward-looking statement.

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial position and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses.

The allowance for loan losses represents our best estimate of losses known and inherent in our loan portfolio that are both probable and reasonable to estimate. In determining the amount of the allowance for loan losses, we consider the losses inherent in our loan portfolio and changes in the nature

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and volume of our loan activities, along with general economic and real estate market conditions. We utilize a two-tier approach: (1) identification of impaired loans for which specific reserves may be established; and (2) establishment of general valuation allowances on the remainder of the loan portfolio. We maintain a loan review system which provides for a systematic review of the loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loan, type of collateral and the financial condition of the borrower. Specific loan loss allowances are established for identified loans based on a review of such information and/or appraisals of the underlying collateral. General loan loss allowances 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.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examinations.

Although specific and general loan loss allowances are established in accordance with management’s best estimate, actual losses are dependent upon future events and, as such, further provisions for loan losses may be necessary in order to increase the level of the allowance for loan losses. For example, our evaluation of the allowance includes consideration of current economic conditions, and a change in economic conditions could reduce the ability of our borrowers to make timely repayments of their loans. This could result in increased delinquencies and increased non-performing loans, and thus a need to make increased provisions to the allowance for loan losses, which would be a charge to income during the period the provision is made, resulting in a reduction to our earnings. A change in economic conditions could also adversely affect the value of the properties collateralizing our real estate loans, resulting in increased charge-offs against the allowance and reduced recoveries, and thus a need to make increased provisions to the allowance for loan losses. Furthermore, a change in the composition of our loan portfolio or growth of our loan portfolio could result in the need for additional provisions.

Comparison of Financial Condition at March 31, 2016 and December 31, 2015

General. Total assets were $380.1 million at March 31, 2016, compared to $375.7 million at December 31, 2015, an increase of $4.4 million or 1.2%. During the period the Company experienced growth of $8.4 million or 3.2% in loans receivable, net. The investment portfolio declined $5.4 million or 6.8% while Federal Home Loan Bank of New York (“FHLBNY”) Stock decreased $450,000, or 24.6%. During the period the Company experienced deposit growth of $14.2 million, or 5.4% while FHLBNY advances decreased by $10.0 million. Other assets and other liabilities decreased approximately $286,000 and $91,000, respectively.
 

The ratio of average interest-earning assets to average-interest bearing liabilities was 134.7% for the three month period ended March 31, 2016 as compared to 117.2% for the three months ended March 31, 2015.

Loans. Loans receivable, net, increased by $8.4 million or 3.2% from $262.3 million at December 31, 2015 to $270.7 million at March 31, 2016.  Loans receivable, net represented 71.2% of the Company’s assets at March 31, 2016 compared to 69.8% at December 31, 2015.  The Bank’s commercial and multi-family real estate loan portfolio grew by $5.6 million or 9.4% since December 31, 2015, the commercial and industrial portfolio increased by $1.1 million on stronger loan demand, while the construction loan portfolio increased approximately $1.3 million as a result of loans utilizing funds to complete projects.  The residential mortgage portfolio increased $622,000 to $190.2 million from $189.6 million as of year-end 2015. All remaining portfolios were consistent with year-end levels.

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Securities. Our portfolio of securities held to maturity totaled $73.6 million at March 30, 2016 as compared to $79.0 million at December 31, 2015.   Maturities, calls and principal repayments during the three months ended March 31, 2016 totaled $5.4 million and no purchases were made during the first three months of 2016.

Deposits. Total deposits at March 31, 2016 were $276.8 million compared with $262.6 million as of December 31, 2015.  Overall, deposits increased by $14.2 million with non-interest bearing balances increasing by $5.0 million while interest bearing deposits increased $9.2 million since December 31, 2015 as the Company focused on deposit pricing and the development of deeper customer relationships. Within non-interest bearing accounts, growth was experienced in business checking accounts.  Savings and club account growth combined to offset some of the decrease in certificates of deposit during the quarter.

Borrowings. Total borrowings at March 31, 2016 were $22.7 million compared with $32.7 million at December 31, 2015. $10.0 million of long-term borrowings matured during the quarter. There were no overnight advances with the Federal Home Loan Bank of New York at March 31, 2016 or December 31, 2015.

Equity. Stockholders’ equity was $76.6 million at March 31, 2016 compared to $76.4 million at December 31, 2015, an increase of $197,000, or 0.3%. The increase in shareholders’ equity was primarily due to a $159,000 increase in retained earnings related to net income along with a $31,000 decrease in unallocated common stock held by the ESOP which is a contra-equity account.

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

General.  The Company recorded net income of $159,000 compared with net income for three-month period ended March 31, 2015 of $216,000, as an increase of $408,000 in net interest income was offset by increases of $182,000 in the provision for loan losses and $306,000 in non-interest expense.

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Net Interest Income.

The following tables provide information concerning the balances, yields and rates on interest-earning assets and interest-bearing liabilities during the periods indicated:

	For the three months ended
	03/31/16			03/31/15
Average Balance Sheet (In Thousands)	Average Balance	Interest Income/Expense	Yield	Average Balance	Interest Income/Expense	Yield
Interest-earning assets:
Loans Receivable	$271,815	$2,838	4.18%	$235,387	$2,508	4.26%
Securities held to maturity	76,932	431	2.24	78,461	404	2.06
Other interest-earning assets	8,430	29	1.38	3,176	22	2.77
Total interest-earning assets	357,177	3,298	3.69	317,024	2,934	3.70
Allowance for loan loss	(3,622)			(3,587)
Non-interest-earning assets	21,646			26,758
Total non-interest-earning assets	18,024			23,171
Total Assets	$375,201			$340,195
Interest-bearing liabilities:
NOW & Money Market	$48,453	$21	0.17%	$45,667	$17	0.15%
Savings and club deposits	102,445	56	0.22	100,350	53	0.21
Certificates of deposit	84,437	237	1.12	92,658	295	1.27
Total interest-bearing deposits	235,335	314	0.53	238,675	365	0.61
Federal Home Loan Bank advances	29,754	196	2.63	31,783	189	2.38
Total interest-bearing liabilities	265,089	510	0.77	270,458	554	0.82
Non-interest-bearing deposit	29,621			25,638
Other non-interest-bearing liabilities	3,819			2,882
Total Liabilities	298,529			298,978
Equity	76,672			41,217
Total Liabilities and Equity	$375,201			$340,195
Net Interest Spread		2,788	2.92%		2,380	2.88%
Net Interest Margin			3.12%			3.00%
Ratio of Interest Earning Assets to Interest Bearing Liabilities	134.74%			117.22%

The Company’s net interest margin increased 12 basis points to 3.12% for the quarter ended March 31, 2016 compared to 3.00% for the quarter ended March 31, 2015. The yield on interest-earning assets remained relatively flat year over year while the cost of interest-bearing liabilities declined five basis points. The decrease in the cost of interest-bearing liabilities was attributable to the lower rate environment and a more favorable funding composition comprised of a larger percentage of lower-cost deposit account balances.

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Provision for Loan Losses.  The provision for loan losses increased by $182,000 to $130,000 for the three months ended March 31, 2016 compared to a negative provision of $52,000 for the three months ended March 31, 2015. The increased provision level during the current year period is attributable to the increased size of the loan portfolio at March 31, 2016 compared to March 31, 2015. The Company’s management reviews the level of the allowance for loan losses on a quarterly basis based on a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the Company’s level of loan growth and (5) the existing level of reserves for loan losses that are probable and estimable.  The Company had $5.8 million in nonperforming loans as of March 31, 2016 compared to $7.5 million as of March 31, 2015.  The allowance for loan losses to total loans ratio was 1.32% at March 31, 2016 compared to 1.47% at March 31, 2015, while the allowance for loan losses to non-performing loans ratio was 63.82% at March 31, 2016 compared to 47.45% at March 31, 2015.  Non-performing loans to total loans and net charge-offs to average loans outstanding ratios were at 2.07% and 0.09%, respectively, at and for the three months ended March 31, 2016 compared to 3.10% and 0.01% at and for the three months ended March 31, 2015.

Non-Interest Income. Non-interest income decreased $22,000, or 13.5%, to $141,000 during the three months ended March 31, 2016 compared to $163,000 for the three months ended March 31, 2015. The decrease was primarily attributable to lower levels of service charge income and other income.

Non-Interest Expenses. During the three months ended March 31, 2016, non-interest expenses increased $306,000 to $2.6 million from $2.3 million for the three months ended March 31, 2015. The increase was primarily attributable to salaries and benefits which increased by $340,000 or 31.5%, from the prior year period due to additions to headcount, an annual merit increase for employees which occurred during the first quarter of 2016, and an increase in the incentive accrual. Service bureau fees and professional services fees increased by $69,000 and $67,000, respectively as the Company continues to incur expenses related to the core data processor conversion and completed transition to a managed IT solution that was not present in 2015. The full data conversion will take place on May 13, 2016 after which expenses are expected to be reduced. Other non-interest expenses declined $155,000 primarily as a result of $89,000 less in expenses related to REO and the remaining amounts further diversified into their respective expense categories.

Income Taxes. The income tax expense for the three months ended March 31, 2016 was $76,000 or 32.3% of the reported income before income taxes compared to tax expense of $121,000 or 35.9% of the reported income before income taxes for the three months ended March 31, 2015.

Liquidity, Commitments and Capital Resources

The Bank must be capable of meeting its customer obligations at all times. Potential liquidity demands include funding loan commitments, cash withdrawals from deposit accounts and other funding needs as they present themselves. Accordingly, liquidity is measured by our ability to have sufficient cash reserves on hand, at a reasonable cost and/or with minimum losses.

Senior management is responsible for managing our overall liquidity position and risk and is responsible for ensuring that our liquidity needs are being met on both a daily and long term basis. The Financial Review Committee, comprised of senior management and chaired by the President and Chief Executive Officer, is responsible for establishing and reviewing our liquidity procedures, guidelines, and strategy on a periodic basis.

Our approach to managing day-to-day liquidity is measured through our daily calculation of investable funds and/or borrowing needs to ensure adequate liquidity. In addition, senior management constantly evaluates our short-term and long-term liquidity risk and strategy based on current market

30

conditions, outside investment and/or borrowing opportunities, short and long-term economic trends, and anticipated short and long-term liquidity requirements. The Bank’s loan and deposit rates may be adjusted as another means of managing short and long-term liquidity needs. We do not at present participate in derivatives or other types of hedging instruments to meet liquidity demands, as we take a conservative approach in managing liquidity.

At March 31, 2016, the Bank had outstanding commitments to originate loans of $11.3 million, construction loans in process of $3.7 million, unused lines of credit of $24.6 million (including $19.0 million for home equity lines of credit), and standby letters of credit of $375,000. Certificates of deposit scheduled to mature in one year or less at March 31, 2016, totaled $49.4 million.

As of March 31, 2016, the Bank had contractual obligations related to the long-term operating leases for the three branch locations that it leases (Dewy Meadow, RiverWalk and Martinsville).

The Bank generates cash through deposits and/or borrowings from the FHLBNY to meet its day-to-day funding obligations when required.  At March 31, 2016, the total loans to deposits ratio was 97.8%. At March 31, 2016, the Bank’s collateralized borrowing limit with the FHLBNY was $69.5 million, of which $22.7 million was outstanding. As of March 31, 2016, the Bank also had a $33.0 million line of credit with two financial institutions for reverse repurchase agreements (which is a form of borrowing) that it could access if necessary.

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards. As of March 31, 2016, the Bank exceeded all applicable regulatory capital requirements.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable to the Company as it 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 Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule l3a-l5(e) promulgated under the Securities Exchange Act of 1934, as amended) as of March 31, 2016. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of March 31, 2016.

No change in the Company’s internal controls over financial reporting (as defined in Rule l3a-l5(f) promulgated under the Securities Exchange Act of 1934, as amended) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

There were no material pending legal proceedings at March 31, 2016 to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.  

ITEM 1A – RISK FACTORS

This item is not applicable to the Company as it is a smaller reporting company.

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

The Company did not repurchase any shares of its common stock during the quarter ended March 31, 2016.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 – OTHER INFORMATION

None

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ITEM 6 – EXHIBITS

31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.LAB	XBRL Labels Linkbase Document
101.PRE	XBRL Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

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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.

	MSB FINANCIAL CORP.
	(Registrant)
Date May 16, 2016	/s/ Michael A. Shriner
	Michael A. Shriner
	President and Chief Executive Officer
Date May 16, 2016	/s/ John S. Kaufman
	John S. Kaufman
	Vice President and Chief Financial Officer