Note 17 - Employee Stock Ownership Plan

12 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 18: Stock Based Compensation

In

November 2013,

the Company’s shareholders approved a new Equity Incentive Plan (the

“2013

Equity Incentive Plan’’). The

2013

Equity Incentive Plan allows for up to

148,120

shares to be issued to employees, executive officers or Directors in the form of restricted stock, and up to

370,300

shares to be issued to employees, executive officers or Directors in the form of stock options. At

March 31, 2018,

there were

83,900

restricted stock awards issued and outstanding and

247,850

stock option awards granted under the

2013

Equity Incentive Plan.

Stock Options:

Under the above plan, the exercise price for stock options is the market price at date of grant. The maximum option term is

ten

years and the options granted shall vest in

five

equal annual installments of

20%

with the

first

installment becoming exercisable on the

first

anniversary of the date of grant and succeeding installments on each anniversary thereafter. The Company plans to issue new shares to satisfy share option exercises. The total expense that has been incurred for the stock option plan was

$229,569

and

$216,735

for the years ended

March 31, 2018

and

2017,

respectively.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical data. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are

not

transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury rate equal to the expected term of the option in effect at the time of the grant.

The fair value of options granted to date was determined using the following weighted-average assumptions as of grant date.

Grant Date	Number of Options Granted		Risk Free Interest Rate			Expected Term (in years)		Expected Stock Price Volatility			Dividend Yield			Fair Value of Options Granted
February 3, 2014		225,150		2.07	%		7.0		27.30	%		0.00	%	$	4.65
November 1, 2016		19,000		1.61	%		7.0		27.17	%		0.00	%	$	4.35
February 3, 2017		3,700		2.27	%		7.0		27.26	%		0.00	%	$	5.18

A summary of stock option activity for the year ended

March 31, 2018

and

2017

is as follows:

March 31, 2018:	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at April 1, 2017		242,350	$	13.84		7.1
Granted		-		-		-
Exercised		-		-		-
Forfeited, exchanged or expired		-		-		-
Outstanding at March 31, 2018		242,350	$	13.84		6.1
Vested at March 31, 2018		180,260	$	13.84		5.8

March 31, 2017:	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at April 1, 2016		219,650	$	13.85		7.8
Granted		22,700		13.78		10.0
Exercised		-		-		-
Forfeited, exchanged or expired		-		-		-
Outstanding at March 31, 2017		242,350	$	13.84		7.1
Vested at March 31, 2017		131,790	$	13.85		6.8

As of

March 31, 2018,

there was

$248,272

of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The expense is expected to be recognized over a weighted-average period of

1.7

years. The intrinsic value of a stock option is the amount that the market value of the underlying stock exceeds the exercise price of the option. Based upon a fair market value of

$14.25

at

March 31, 2018,

the options outstanding had an intrinsic value of

$102,110.

Restricted Stock:

The specific terms of each restricted stock award are determined by the Compensation Committee at the date of the grant. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the grant date. Restricted stock awards granted shall vest in

five

equal annual installments of

20%

with the

first

installment becoming vested on the

first

anniversary of the date of grant and succeeding installments on each anniversary thereafter.

A summary of changes in the Company’s nonvested shares for the year is as follows:

				Weighted-Average
March 31, 2018:	Shares			Fair Value
Nonvested shares at April 1, 2017		36,220		$	13.76
Granted		-			-
Vested		(16,780	)		13.78
Forfeited		-			-
Nonvested shares at March 31, 2018		19,440		$	13.74
Fair Value of shares vested at March 31, 2018	$	918,555

				Weighted-Average
March 31, 2017:	Shares			Fair Value
Nonvested shares at April 1, 2016		50,600		$	13.76
Granted		2,000			13.93
Vested		(16,380	)		13.78
Forfeited		-			-
Nonvested shares at March 31, 2017		36,220		$	13.76
Fair Value of shares vested at March 31, 2017	$	731,888

The following table outlines the vesting schedule of the nonvested restricted stock awards as of

March 31, 2018:

Year Ending	Number of
March 31,	Restricted Shares
2019	16,780
2020	1,780
2021	480
2022	400
	19,440

The Company recorded restricted stock awards expense of

$231,276

and

$227,646

for the years ended

March 31, 2018

and

2017,

respectively. As of

March 31, 2018,

there was

$225,445

of total unrecognized compensation expense related to nonvested shares granted under the

2013

stock incentive plan. The cost is expected to be recognized over a weighted-average period of

1.2

years.

Employee Stock Ownership Plan [Member]

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 17: Employee Stock Ownership Plan

In connection with the conversion to stock form in

October 2012,

the Company established an Employee Stock Ownership Plan (ESOP) for the exclusive benefit of eligible employees. Eligible employees include all employees over the age of

21that

have completed

1,000

hours of service over a continuous

twelve

-month period. The ESOP borrowed funds from the Company in the amount of

$2,962,400,

which was sufficient to purchase

296,240

shares or

8%

of the Common Stock issued in the offering. The shares were acquired at a price of

$10.00

per share.

The loan is secured by the shares purchased with the loan proceeds and will be repaid by the ESOP over the

20

-year term of the loan with funds from the Bank’s contributions to the ESOP and dividends paid on the stock, if any. The interest rate on the ESOP loan is an adjustable rate equal to the lowest prime rate, as published in the

Wall Street Journal

. The interest rate will adjust annually and will be the prime rate on the

first

business day of the calendar year. The interest rate on the loan as of

March 31, 2018

is

4.50%.

Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their annual salaried wages, relative to total salaried wages of all active participants. Participants will vest their accrued benefits under the employee stock ownership plan at a rate of

20%

per year, such that the participants will be

100%

vested upon completion of

five

years of credited service. Vesting is accelerated upon retirement, death, or disability of the participant, or a change in control of the Bank. Forfeitures will be reallocated to remaining plan participants. Benefits

may

be payable upon retirement, death, disability, separation of service, or termination of the ESOP.Participants

may

elect to receive benefits in cash in lieu of common stock.

The debt of the ESOP, in accordance with generally accepted accounting principles, is eliminated in consolidation and the shares pledged as collateral are reported as unearned ESOP shares in the Consolidated Statement of financial Condition. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports compensation expense equal to the fair market price of the shares as they are committed to be released from the unallocated suspense account to participants’ accounts. The shares allocated will then become outstanding shares for earnings per share computations. The ESOP compensation expense for the year ended

March 31, 2018

and

2017

was

$224,481

and

$235,633,

respectively.

A summary of ESOP shares at

March 31, 2018

and

2017

is as follows:

	2018		2017
Shares allocated to employees		88,872		74,060
Unearned shares		207,368		222,180
Total ESOP shares		296,240		296,240
Fair value of unearned shares	$	2,954,994	$	3,410,463