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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~September 30~~March 31, ~~2016~~2017

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

For the transition period from to

Commission file number 000-55352

Ben Franklin Financial, Inc.

(Exact name of registrant as specified in its charter)

Maryland		67-1746204
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No. )

830 East Kensington Road, Arlington Heights, Illinois		60004
(Address of principal executive offices)		(Zip Code)

(847) 398-0990

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  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  No 

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

Large Accelerated Filer  Accelerated Filer  Non-accelerated Filer (Do not check if a smaller reporting company)  Smaller Reporting Company  Emerging growth company 

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 

Number of outstanding shares of common stock as of ~~November 10~~May 12, ~~2016~~2017: ~~694~~710,~~419~~039

BEN FRANKLIN FINANCIAL, INC.

INDEX

Table of Content	Page NONo.
PART I – Financial Information	1
Item 1. Financial Statements of Ben Franklin Financial, Inc.	1
Consolidated Statements of Financial Condition (Unaudited) as of September 30, 2016 and December 31, 2015	1
Consolidated Statements of Financial Condition (Unaudited) as of March 31, 2017 and December 31, 2016	1
Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2016 and 2015	2
Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2017 and 2016	2
Consolidated Statements of Comprehensive Loss (Unaudited) for the three and nine months ended September 30, 2016 and 2015	3
Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended March 31, 2017 and 2016	3
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the nine months ended September 30, 2016 and 2015	4
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the three months ended March 31, 2017 and 2016	4
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2016 and 2015	5
Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2017 and 2016	5
Notes to Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	3331
Item 4. Controls and Procedures	3331
PART II—Other Information	3331
Item 1. Legal Proceedings	3331
Item 1A. Risk Factors	3331
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3332
Item 3. Defaults Upon Senior Securities	34
Item 3. Defaults upon Senior Securities	32
Item 4. Mine Safety Disclosures	3432
Item 5. Other Information	3432
Item 6. Exhibits	3432
Form 10-Q Signatures	3533

PART I – Financial Information

Item 1. Financial Statements

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands except per share data)

(Unaudited)

		September 30,				December 31,
	March 31,				December 31,
		2016				2015
	2017				2016
ASSETS
Cash and due from banks	$	$948	~~758~~		$	$2,903	~~958~~
Interest-earning deposit accounts and federal funds sold		6,304	~~9,000~~			5,329	~~8,307~~
Cash and cash equivalents		7,252	~~9,758~~			8,232	~~9,265~~
Certificates of deposit in other financial institutions		2,695	~~3,920~~			3,675	~~4,635~~
Securities available for sale at fair value		8,186	~~7,501~~			8,240	~~10,484~~
Loans receivable, net (allowance for loan losses:
$962; at September 30, 2016—$991 at December 31, 2015)			55,572				57,536
$938 at March 31, 2017—$904 at December 31, 2016)		68,395				62,348
Federal Home Loan Bank stock		172	~~921~~			921	~~921~~
Premises and equipment, net		1,142	~~1,207~~			1,181	~~475~~
Repossessed assets, net		1,123	~~701~~			408	~~476~~
Accrued interest receivable		228	~~186~~			176	~~185~~
Other assets		159	~~103~~			84	80
Total assets	$	$89,352	~~79,869~~		$	$85,265	~~84,057~~
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Demand deposits—non-interest-bearing		$	4,485			$	4,569
Deposits
Demand deposits—interest-bearing			8,690				9,733
Non-interest-bearing	$	5,278			$	4,852
Savings deposits			12,339				10,932
Interest-bearing		73,351				69,179
Money market deposits			11,834				13,165
Total deposits		78,629				74,031
Certificates of deposit			33,188				35,158
Federal Home Loan Bank advances		2,000				2,000
Total deposits			70,536				73,557
Advances from borrowers for taxes and insurance		391				557
Advances from borrowers for taxes and insurance			262				559
Other liabilities		437				435
Other liabilities			366				387
Common stock in ESOP subject to contingent purchase obligation		171				169
Common stock in ESOP subject to contingent purchase obligation			179				155
Total liabilities		81,628				77,192
Total liabilities			71,343				74,658
Stockholders’ equity
Stockholders’ equity
Preferred stock, no par value; 1,000,000 authorized shares; No shares issued and outstanding		—				—
Preferred stock, no par value; 1,000,000 authorized shares; no shares issued and outstanding			—				—
Common stock, par value $0.01 per share; authorized 20,000,000 shares; issued and outstanding shares – 710,038 at March 31, 2017 and 694,419 at December 31, 2016		7				7
Common stock, par value $0.01 per share; authorized 20,000,000 shares; issued and outstanding shares – 694,419 at September 30, 2016 and 696,339 at December 31, 2015			7				7
Additional paid-in-capital		10,271				10,260
Additional paid-in-capital			10,267				10,308
Retained deficit		(1,830	)			(1,437	)
Retained deficit			(1,067	)			(177	)
Unearned Employee Stock Ownership Plan (ESOP) shares		(484	)			(500	)
Unearned Employee Stock Ownership Plan (ESOP) shares			(516	)			(563	)
Accumulated other comprehensive loss		(69	)			(88	)
Accumulated other comprehensive income			14				(21	)
Reclassification of ESOP shares		(171	)			(169	)
Reclassification of ESOP shares			(179	)			(155	)
Total equity		7,724				8,073
Total equity			8,526				9,399
Total liabilities and stockholders’ equity	$	89,352			$	85,265
Total liabilities and stockholders’ equity		$	79,869			$	84,057

See accompanying notes to consolidated financial statements

Table of Contents

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands except per share amounts)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2016			2015			2016			2015
	2017			2016
Interest income
Loans	$	~~705~~798		$	~~708~~716		$	~~2,046~~		$	~~2,116~~
Securities		3033			3638			~~102~~			95
Federal funds sold and interest earning deposit accounts		21			1621			64			35
		756			760			2,212			2,246
		852			775
Interest expense
Deposits		8195			9281			~~238~~			~~278~~
		81			92			238			278
Federal Home Loan Bank advances		9			—
Net interest income		675			668			1,974			1,968
		104			81
Provision (credit) for loan losses		(95	)		55			(128	)		55
Net interest income		748			694
Net interest income after provision for loan losses		770			613			2,102			1,913
Provision for loan losses		62			—
Non-interest income
Net interest income after provision for loan losses		686			694
Service fee income		17			21			54			58
Non-interest income
Gain on sale of repossessed assets, net		—			141			—			175
Service fee income		16			18
Other		812			2611			32			57
		25			188			86			290
		28			29
Non-interest expense
Compensation and employee benefits		~~422~~499			~~478~~454			~~1,288~~			~~1,460~~
Occupancy and equipment		~~179~~180			~~160~~152			~~486~~			~~473~~
Data processing services		7876			7883			~~237~~			~~245~~
Professional fees		~~133~~142			~~104~~146			~~417~~			~~327~~
FDIC insurance premiums		4333			4644			~~130~~			~~139~~
Repossessed asset expenses, net		7921			320			~~117~~			71
Other		~~138~~168			84114			~~425~~			~~290~~
		1,072			953			3,100			3,005
		1,119			1,013
Loss before income taxes		(~~277~~405	)		(~~152~~290	)		~~(912~~	)		~~(802~~	)
Income tax (benefit)		3			(10	)		(22	)		(15	)
Income tax benefit		(12	)		(27	)
Net loss	$	(~~280~~393	)	$	(~~142~~263	)	$	~~(890~~	)	$	~~(787~~	)
Loss per common share basic and diluted		(0.4258	)		(0.2240	)		~~(1.35~~	)		~~(1.19~~	)

See accompanying notes to consolidated financial statements

Table of Contents

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Dollars in thousands except per share amounts)

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2016			2015			2016			2015
	2017			2016
Net loss	$	(~~280~~393	)	$	(~~142~~263	)	$	~~(890~~	)	$	~~(787~~	)
Other comprehensive income (loss)
Other comprehensive income
Unrealized holding gains (losses) arising during the period		(8	)		25			57			39
Unrealized holding gains arising during the period		31			70
Tax effect		3(12	)		(1027	)		~~(22~~	)		~~(15~~	)
Net of tax		(5	)		15			35			24
Other comprehensive income		19			43
Comprehensive loss	$	(~~285~~374	)	$	(~~127~~220	)	$	~~(855~~	)	$	~~(763~~	)

See accompanying notes to consolidated financial statements

Table of Contents

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~Nine~~Three Months Ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~2016 – (Unaudited)

(Dollars in thousands)

	CommonStock			AdditionalPaid-InCapital			~~TreasuryStock~~RetainedDeficit			~~RetainedEarnings(Deficit)~~UnearnedESOPShares			~~UnearnedESOPShares~~AccumulatedOtherComprehensiveIncome (Loss)			~~AccumulatedOtherComprehensiveIncome~~AmountReclassifiedonESOPShares			~~AmountReclassifiedonESOPShares~~Total			~~Total~~
Balance at January 1, 2016	$	7		$	10,308		$	—		$	(177	)	$	(563	)	$	(21	)	$	(155	)	$	9,399
Balance at January 1, 2017	$	7		$	10,260		$	(1,437	)	$	(500	)	$	(88	)	$	(169	)	$	8,073
Net loss		—			—			—(393	)		~~(890~~—	)		—			—			—(393	)		~~(890~~	)
Other comprehensive income		—			—			—			—			—19			35—			—19			35
Earned ESOP shares		—			(20	)		—			—			47			—			—			27
Earned ESOP shares and other stock based compensation (15,619 shares issued)		—			11			—			16			—			—			27
Purchase of common stock (1,920 shares)		—			(21	)		—			—			—			—			—			(21	)
Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation		—			—			—			—			—			(2	)		(2	)
Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation		—			—			—			—			—			—			(24	)		(24	)
Balance at March 31, 2017	$	7		$	10,271		$	(1,830	)	$	(484	)	$	(69	)	$	(171	)	$	7,724
Balance at September 30, 2016	$	7		$	10,267		$	—		$	(1,067	)	$	(516	)	$	14		$	(179	)	$	8,526
Balance at January 1, 2016	$	7		$	10,308		$	(177	)	$	(563	)	$	(21	)	$	(155	)	$	9,399
Balance at January 1, 2015	$	20		$	8,233		$	(462	)	$	855		$	(355	)	$	2		$	(114	)	$	8,179
Net loss		—			—			(263	)		—			—			—			(263	)
Net loss		—			—			—			(787	)		—			—			—			(787	)
Other comprehensive income		—			—			—			—			43			—			43
Other comprehensive income		—			—			—			—			—			24			—			24
Earned ESOP shares and other stock based compensation		—			(7	)		—			15			—			—			8
Earned ESOP shares		—			(23	)		—			—			48			—			—			25
Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation		—			—			—			—			—			(32	)		(32	)
Reclassification due to conversion		(13	)		13			—			—			—			—			—			—
Balance at March 31, 2016	$	7		$	10,301		$	(440	)	$	(548	)	$	22		$	(187	)	$	9,155
Net proceeds from common stock offering		—			2,504			—			—			—			—			—			2,504
Funds from termination of MHC		—			50			—			—			—			—			—			50
Addition to ESOP due to conversion		—			—			—			—			(273	)		—			—			(273	)
Retirement of treasury stock due to conversion		—			(462	)		462			—			—			—			—			—
Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation		—			—			—			—			—			—			(47	)		(47	)
Balance at September 30, 2015	$	7		$	10,315		$	—		$	68		$	(580	)	$	26		$	(161	)	$	9,675

See accompanying notes to consolidated financial statements

Table of Contents

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2016			2015
	2017			2016
Cash flows from operating activities
Net loss	$	(~~890~~393	)	$	(~~787~~263	)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation		8846			8121
ESOP and other stock based compensation, net		27			258
(Provision) credit for loan losses		(128	)		55
Provision for loan losses		62			—
Write-down of repossessed assets		68			14
Amortization of premiums		2			—
Gain on sale of repossessed assets		—			(175	)
Changes in:
Deferred loan costs		14(34	)		(82	)
Accrued interest receivable		(152	)		—(14	)
Other assets		(4586	)		~~1,102~~(106	)
Other liabilities		~~(21~~2	)		(~~181~~18	)
Net cash from operating activities		(~~888~~426	)		~~126~~(370	)
Cash flows from investing activities
Principal repayments on mortgage-backed securities		7983			8723
Calls and maturities of securities available for sale		~~8,000~~—			53,000
Maturities of certificates of deposit in other financial institutions		~~3,655~~980			~~490~~980
Purchase of securities available for sale		(5,039	)		(8,000	)
Purchase of loans for investment		(3,509	)		—
Purchase of certificates of deposit in other financial institutions		(2,940	)		(5,860	)
Purchase of securities available for sale		—			(1,000	)
Net decrease in loans		1,785			3,707
Purchase of certificates of deposit in other financial institutions		—			(980	)
Sales of repossessed assets		—			540
Net (increase) decrease in loans		(3,282	)		1,670
Expenditures for premises and equipment		(820	)		(15	)
Redemption of Federal Home Loan Bank stock		749			—
Net cash from investing activities		4,720			(4,051	)
Expenditures for premises and equipment		(7	)		(123	)
Net cash from investing activities		(4,986	)		3,570
Cash flows from financing activities
Net decrease in deposits		(3,021	)		(5,296	)
Net increase (decrease) in deposits		4,598			(1,896	)
Net proceeds from common stock offering		—			2,231
Net change in advances from borrowers for taxes and insurance		(166	)		(196	)
Repurchase of ESOP shares subject to contingent repurchase obligation		(21	)		—
Net cash from financing activities		4,432			(2,092	)
Funds from termination of MHC		—			50
Net change in cash and cash equivalents		(980	)		1,108
Net change in advances from borrowers for taxes and insurance		(297	)		(393	)
Cash and cash equivalents at beginning of period		8,232			9,265
Net cash from financing activities		(3,339	)		(3,408	)
Cash and cash equivalents at end of period	$	7,252		$	10,373
Net change in cash and cash equivalents		493			(7,333	)
Cash and cash equivalents at beginning of year		9,265			19,014
Cash and cash equivalents at end of period	$	9,758		$	11,681
Supplemental disclosures
Interest paid	$	~~237~~101		$	~~278~~80
Transfers from loans to repossessed assets		~~293~~715			~~351~~—

See accompanying notes to consolidated financial statements

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)

Note 1 – Basis of Financial Statement Presentation

The accompanying consolidated financial statements of Ben Franklin Financial, Inc. (the “Company”) and its wholly owned subsidiary Ben Franklin Bank of Illinois (the “Bank”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with SEC rules and regulations. Accordingly, the statements do not include all the information and footnotes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto that were included in the Company’s Annual Report for the year ended December 31, ~~2015~~2016. All significant intercompany transactions are eliminated in consolidation. In the opinion of the Company’s management, all adjustments necessary (i) for a fair presentation of the financial statements for the interim periods included herein and (ii) to make such financial statements not misleading have been made and are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ from those estimates. For further information with respect to significant accounting policies followed by the Company in preparation of the financial statements, refer to the Company’s ~~2015~~2016 Annual Report.

The Bank is a federally chartered stock savings bank and a member of the Federal Home Loan Bank (“FHLB”) system. The Bank maintains insurance on deposit accounts with the Deposit Insurance Fund (“DIF”) of the Federal Deposit Insurance Corporation (“FDIC”).

Note 2 – Recurring Losses

The Company has incurred losses since 2008 resulting from a combination of: declining net interest income, as our loan portfolio decreased from $109.8 million at December 31, 2008 to $62.3 million at December 31, 2016; increased provisions for loan losses between 2009 and 2012; and increasing non-interest expense related to professional fees and repossessed asset write-downs and costs. The Company recently incurred net losses of $~~890~~393 for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2016~~2017 and $1,~~032~~260 during the year ended December 31, ~~2015~~2016. ~~The~~ These losses are largely ~~due~~a toresult ~~declining~~of our decreased net interest ~~earning~~income, ~~assets~~increasing professional fees for problem asset resolution and ~~our~~additional ~~non-interest~~costs ~~expenses~~associated ~~exceeding~~with ~~our~~operating ~~net~~as ~~interest~~a ~~income~~public company. ~~Non-~~Our net interest ~~expense~~income has ~~been~~followed ~~impacted~~a bydecreasing ~~the~~trend ~~increase~~as in our ~~professional~~balance ~~fees~~of ~~and~~interest inearning assets has decreased. Non-interest expense for 2016, was also impacted by an operational loss not reimbursable from our insurance. ~~Despite~~The ~~these losses, the~~ Bank’s total capital to risk-based capital ratio and Tier 1 leverage capital to average assets ratio were 1613.841% and 98.701% respectively, at ~~September~~ March 31, 2017. Under the Consent Order with the Office of the Comptroller of the Currency (the "OCC"), we are required to maintain a leverage capital ratio of 8% and a total risk-based capital ratio of 12%. The Bank is in compliance with the Consent Order capital requirements at March 31, 2017. However, at April 30, ~~2016~~2017, the Bank's Tier 1 leverage ratio was less than the 8% requirement under the Consent Order. To comply with the capital levels of the Consent Order and to execute on our business plan that contemplates significant growth, we will need to raise additional capital, which may not be available at terms that are acceptable, if at all.

~~The~~Under ~~Company~~the ~~had~~Consent ~~$304 and~~Order, ~~$334~~the ofBank ~~cash~~is atrequired ~~September 30,~~to ~~2016~~receive non-objection to a revised Capital and ~~December 31,~~Strategic ~~2015~~Plan (the "Strategic Plan"). ~~The~~ On ~~Company~~January ~~completed~~30, 2017, the ~~public~~Bank ~~offering~~submitted ofto ~~common~~the ~~stock~~OCC ina ~~January~~revised ~~2015,~~Strategic ~~raising~~Plan. By ~~$2,504,~~letter ~~net~~dated ofMarch $12,~~401~~ in2017, ~~conversion~~the ~~costs.~~OCC ~~The~~informed ~~proceeds~~the ofBank ~~the~~that ~~public~~it ~~stock~~would ~~offering~~not ~~were~~grant ~~used~~its non-objection to ~~contribute~~the ~~$2,000~~Strategic ofPlan ~~additional~~as ~~capital~~submitted toby the Bank. If Inthe ~~addition,~~Bank ~~$273~~is not able to comply with the requirements of the ~~net~~Consent ~~proceeds~~Order, ~~were~~the ~~used~~OCC may institute other corrective measures and has enforcement power to ~~fund~~impose other restrictions on the ~~loan~~Bank's tooperations, including seizure. Only the ~~employee~~OCC ~~stock~~has ~~ownership~~authority ~~plan~~to ~~and~~determine ~~approximately~~whether ~~$314~~or ofnot the ~~net~~provisions ~~proceeds~~of ~~were~~the ~~retained~~Consent byOrder ~~Ben~~have ~~Franklin~~been ~~Financial, Inc~~met.

OnNote ~~November 25,~~3 ~~2015~~– ~~the Bank entered into a revised Consent Order (the “~~New ~~Order”)~~Accounting ~~with~~Standards the Office of the Comptroller of the Currency (“OCC”) that reduced the Bank’s regulatory compliance burden. Concurrent with the execution of the New Order, the Bank’s prior Consent Order (the “Old Order”) entered into between the Bank and the OCC dated December 19, 2012 was terminated. The New Order is comprised of two substantive articles as opposed to 12 substantive articles under the Old Order. The New Order reduced the Bank’s minimum required Tier 1 leverage capital ratio to 8% from 9% under the Old Order and its minimum total risk-based capital ratio to 12% from 13% under the Old Order. The New Order requires the Bank to revise its current capital plan to include a capital distribution policy. Additionally, the New Order requires the Bank to revise its strategic plan to identify parameters and triggers which would cause the board of directors to market the Bank for merger or sale, in the event it failed to meet the 8% and 12% capital requirements under the New Order. The New Order continues to require quarterly reporting to the OCC and board monitoring requirements. At September 30, 2016 and December 31, 2015 the Bank was in compliance with the required minimum ratios.

IfIn ~~the~~March ~~Bank~~2017, isthe ~~unable~~FASB toreleased ~~meet~~ASU ~~the~~2017-08 ~~capital~~Receivables—Nonrefundable ~~requirements~~Fees and ~~other~~Other ~~requirements~~Costs (Subtopic of310-20) ~~the~~Premium ~~New~~Amortization ~~Order,~~on ~~the~~Purchased ~~OCC~~Callable ~~may~~Debt ~~institute~~Securities. ~~other~~The ~~corrective~~amendments ~~measures~~in ~~and~~this ~~has~~update ~~enforcement~~more ~~powers~~closely align the amortization period of premiums and discounts to ~~impose~~expectations ~~additional~~incorporated ~~restrictions~~in market pricing on the ~~Bank’s~~underlying ~~operations, including seizure~~securities. Under ~~Although~~current ~~management~~GAAP, ~~believes~~premiums ~~that~~and itdiscounts ~~will~~on ~~successfully~~callable ~~maintain~~debt ~~the~~securities ~~required~~generally ~~capital~~are ~~ratios,~~amortized ~~there~~to ~~can~~the bematurity nodate. ~~assurance~~The ~~that~~amendments ~~they~~in ~~will~~this beupdate ~~able~~are toeffective dofor sofiscal years, ~~nor~~and ~~that~~interim ~~they~~periods ~~will~~within bethose ~~able~~fiscal toyears, ~~comply~~beginning ~~fully~~after ~~with~~December ~~the~~15, ~~provisions~~2018. Management ofdoes ~~the~~not ~~Order.~~expect ~~Only~~ the ~~OCC~~requirements ~~has~~of ~~the~~this ~~authority~~ update to ~~determine~~have ~~whether~~a ormaterial ~~not~~impact on the ~~provisions~~Company’s offinancial ~~the~~position, ~~New~~results ~~Order~~of ~~have~~operations ~~been~~or ~~met~~cash flows.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 – New Accounting Standards

In January 2016 the FASB released accounting standards update 2016-01 Recognition and Measurement of Financial Assets and Liabilities. The main provisions of the update are to eliminate the available for sale classification of accounting for equity securities and to adjust the fair value disclosures for financial instruments carried at amortized costs such that the disclosed fair values represent an exit price as opposed to an entry price. The provisions of this update will require that equity securities be carried at fair market value on the balance sheet and any periodic changes in value will be adjustments to the income statement. A practical expedient is provided for equity securities without a readily determinable fair value, such that these securities can be carried at cost less any impairment. The provisions of this update become effective for interim and annual periods beginning after December 15, 2017. Management does not expect the requirements of this update to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, the FASB issued accounting standards update 2016-02 Leases. The update requires all leases, with the exception of short-term leases that have contractual terms no greater than one year, to be recorded on the balance sheet. Under the provisions of the update, leases classified as operating will be reflected on the balance sheet with the recognition of both a right-of-use asset and a lease liability. Under the update, a distinction will exist between finance and operating type leases and the rules for determining which classification a lease will fall into are similar to existing rules. For public business entities, the amendments of this update are effective for interim and annual periods beginning after December 15, 2018. The update requires a modified retrospective transition under which comparative balance sheets from the earliest historical period presented will be revised to reflect what the financials would have looked like were the provisions of the update applied consistently in all prior periods. Management has not yet determined the impacts of this update on the Company’s financial position, results of operations or cash flows.

In March 2016 the FASB issued accounting standards update 2016-09 Compensation-Stock Compensation. The purpose of the update was to simplify the accounting for share-based payment transactions, including the income tax consequences of such transactions. Under the provisions of the update the income tax consequences of excess tax benefits and deficiencies should be recognized in income tax expense in the reporting period in which the awards vest. Currently, excess tax benefits or deficiencies impact stockholders’ equity directly to the extent there is a cumulative excess tax benefit. In the event that a tax deficiency has occurred during the reporting period and a cumulative excess tax benefit does not exist, the tax deficiency is recognized in income tax expense under current GAAP. The update also provides that entities may continue to estimate forfeitures in accounting for stock based compensation or recognize them as they occur. The provisions of this update become effective for interim and annual periods beginning after December 15, 2016. The update requires a modified retrospective transition under which a cumulative effect to equity will be recognized in the period of adoption. Management does not expect the requirements of this update to have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2016 the FASB issued accounting standards update 2016-13 Measurement of Credit Losses on Financial Instruments. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The provisions of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management has not yet determined the impacts of this update on the Company’s financial position, results of operations or cash flows.

In August 2016, the FASB issued accounting standards update 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments. The update addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The provisions of this update become effective for interim and annual periods beginning after December 15, 2017. Management does not expect the requirements of this update to have a material impact on the Company’s financial position, results of operations or cash flows.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Securities Available for Sale

The amortized cost and fair value of securities available for sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:

	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses			FairValue
September 30, 2016
March 31, 2017
U.S. government-sponsored entities	$	67,000	$	1—	$	(2108	)	$	56,~~999~~892
Residential mortgage-backed		1,~~478~~300		2417		—(23	)		1,~~502~~294
Total	$	78,~~478~~300	$	2517	$	(2131	)	$	78,~~501~~186
December 31, 2015
December 31, 2016
U.S. government-sponsored entities	$	107,000	$	4—	$	(65127	)	$	96,~~939~~873
Residential mortgage-backed		~~518~~1,385		2720		—(38	)		~~545~~1,367
Total	$	108,~~518~~385	$	3120	$	(65165	)	$	108,~~484~~240

There were noNo sales of securities available-for-sale during the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017 or ~~2015~~2016. There were noNo securities pledged to secure any of the borrowings of the Company as of ~~September 30~~March 31, ~~2016~~2017 and December 31, ~~2015~~2016.

The amortized cost and fair value of available-for-sale securities are shown by contractual maturity as of ~~September 30~~March 31, ~~2016~~2017. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

	September 30, 2016
	March 31, 2017
	Amortized		Fair
	Cost		Value
U.S. government-sponsored entities
Within one year	$	—	$	—
One to five years		67,000		56,~~999~~892
Five to ten years		—		—
Residential mortgage-backed		1,~~478~~300		1,~~502~~294
Total	$	78,~~478~~300	$	78,~~501~~186

Anticipated maturities on mortgage-backed securities are not readily determinable as borrowers have the right to prepay their obligation with or without penalties.

The following table summarizes securities with unrealized losses at ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016, aggregated by major security type and length of time in a continuous unrealized loss position.

	Less Than 12 Months					12 Months or More					Total
	FairValue		UnrealizedLoss			FairValue		UnrealizedLoss			FairValue		UnrealizedLoss
2017
U.S. government sponsored entities	$	6,892	$	(108	)	$	—	$	—		$	6,892	$	(108	)
Residential mortgage-backed		918		(23	)		—		—			918		(23	)
Total	$	7,810	$	(131	)	$	—	$	—		$	7,810	$	(131	)
2016
U.S. government sponsored entities	$	~~998~~6,873	$	(2127	)	$	—	$	—		$	~~998~~6,873	$	(2127	)
2015
Residential mortgage-backed		951		(38	)		—		—			951		(38	)
U.S. government sponsored entities	$	5,947	$	(53	)	$	988	$	(12	)	$	6,935	$	(65	)
Total	$	7,824	$	(165	)	$	—	$	—		$	7,824	$	(165	)

As of ~~September 30~~March 31, ~~2016~~2017 and December 31, ~~2015~~2016, all of the Company’s securities available for sale were issued by U.S. government-sponsored entities and agencies which the government has affirmed its commitment to support.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unrealized losses on securities have not been recognized into income because the issuer’s securities are of high credit quality (rated AA or higher at the time of purchase), management does not intend to sell and it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach maturity.

Note 5 – Loans

The following table sets forth the composition of our loan portfolio by segment and class, at the dates indicated.

	September 30, 2016						December 31, 2015
	March 31, 2017						December 31, 2016
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
First mortgage loans:
Secured by one- to four family	$	2734,~~792~~561			49.1081	%	$	30,~~368~~347			5147.8492	%
Secured by multi-family		710,~~896~~745			1315.9549			710,~~592~~031			1215.9684
Secured by commercial real estate		1316,~~893~~367			2423.5559			1315,~~941~~292			2324.8014
Secured by land		~~176~~164			0.3124			~~192~~170			0.3327
Secured by construction		~~218~~989			01.3943			—499			—0.79
Total first mortgage loans		4962,~~975~~826			8890.3055			5256,~~093~~339			88.9396
Commercial, consumer and other loans:
Home equity lines-of-credit		45,~~967~~360			87.7873			45,~~574~~370			78.8148
Commercial business loans		1,~~199~~177			21.1270			1,~~112~~249			1.9097
Automobile loans		~~441~~6			0.7801			~~798~~364			10.3657
Other consumer loans		1314			0.02			—14			—0.02
Total commercial, consumer and other loans		6,~~620~~557			119.7045			6,~~484~~997			11.0704
Gross loans		5669,~~595~~383			100.00			5863,~~577~~336			100.00
Premiums and net deferred loan costs		(6150	)					(5084	)
Allowance for loan losses		(~~962~~938	)					(~~991~~904	)
Total loans, net	$	5568,~~572~~395					$	5762,~~536~~348

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the activity in the allowance for loan losses by portfolio segment and class for the three months ended March 31, 2017 and 2016.


	First Mortgages													Commercial, Consumer and Other

	(Dollars in thousands)
	One-to-four family		Multi- family			Commercial real estate		Land			Construction			Home equity lines-of- credit			Commercial			Automobile			Other Consumer		Total
For the three months ended March 31, 2017
Allowance for loan losses
Beginning balance	$	261	$	141		$	386	$	5		$	15		$	72		$	13		$	11		$	—	$	904
Provision (credit) for loan losses		14		30			30		(1	)		11			(10	)		(1	)		(11	)		—		62
Loans charged-off		—		(31	)		—		—			—			—			—			—			—		(31	)
Recoveries		—		2			—		—			1			—			—			—			—		3
Total ending allowance balance March 31, 2017	$	275	$	142		$	416	$	4		$	27		$	62		$	12		$	—		$	—	$	938
For the three months ended March 31, 2016
Allowance for loan losses
Beginning balance	$	326	$	157		$	385	$	5		$	—		$	70		$	12		$	36		$	—	$	991
Provision (credit) for loan losses		7		(11	)		12		—			(11	)		5			2			(4	)		—		—
Loans charged-off		—		—			—		—			—			—			—			—			—		—
Recoveries		—		—			—		—			21			—			—			—			—		21
Total ending allowance balance March 31, 2016	$	333	$	146		$	397	$	5		$	10		$	75		$	14		$	32		$	—	$	1,012

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table ~~presents~~represents the ~~activity~~balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and class ~~for~~based on the ~~three~~impaired ~~and~~method ~~nine~~at ~~months~~the ~~ended~~dates ~~September 30,~~indicated. ~~2016~~The recorded investment in loans excludes accrued interest and ~~2015~~loan origination fees due to immateriality.

	First Mortgages															Commercial, Consumer and Other
	Loan Balance									Allowance
	(Dollars in thousands)
	One-to-four family			Multi-family			Commercialreal estate			Land			Construction			Home equitylines-of-credit			Commercial			Automobile			OtherConsumer			Total
	IndividuallyEvaluated forImpairment			CollectivelyEvaluated forImpairment			TotalRecordedInvestment			IndividuallyEvaluated forImpairment			CollectivelyEvaluated forImpairment			TotalRecordedInvestment
For the three months ended September 30, 2016
March 31, 2017
Allowance for loan losses
One-to-four-family	$	581		$	33,980		$	34,561		$	20		$	255		$	275
Beginning balance	$	309		$	134		$	413		$	5		$	5		$	76		$	13		$	26		$	—		$	981
Multi-family		951			9,794			10,745			3			139			142
Provision (credit) for loan losses		12			42			(128	)		—			—			(8	)		(1	)		(12	)		—			(95	)
Commercial real estate		542			15,825			16,367			—			416			416
Loans charged-off		(11	)		—			—			—			—			—			—			—			—			(11	)
Land		—			164			164			—			4			4
Recoveries		—			—			86			—			1			—			—			—			—			87
Construction		—			989			989			—			27			27
Total ending allowance balance September 30, 2016	$	310		$	176		$	371		$	5		$	6		$	68		$	12		$	14		$	—		$	962
Home equity lines of credit		239			5,121			5,360			—			62			62
For the three months ended September 30, 2015
Commercial		—			1,177			1,177			—			12			12
Allowance for loan losses
Automobile		—			6			6			—			—			—
Beginning balance	$	462		$	185		$	375		$	6		$	7		$	86		$	7		$	54		$	—		$	1,182
Other consumer		—			14			14			—			—			—
Provision (credit) for loan losses		123			(16	)		(7	)		(1	)		(16	)		(17	)		—			(11	)		—			55
Total	$	2,313		$	67,070		$	69,383		$	23		$	915		$	938
Loans charged-off		(284	)		—			—			—			—			—			—			—			—			(284	)
December 31, 2016
Recoveries		—			—			—			—			14			—			—			—			—			14
One-to-four-family	$	1,313		$	29,034		$	30,347		$	22		$	239		$	261
Total ending allowance balance September 30, 2015	$	301		$	169		$	368		$	5		$	5		$	69		$	7		$	43		$	—		$	967
Multi-family		989			9,042			10,031			10			131			141
For the nine months ended September 30, 2016
Commercial real estate		542			14,750			15,292			—			386			386
Allowance for loan losses
Land		—			170			170			—			5			5
Beginning balance	$	326		$	157		$	385		$	5		$	—		$	70		$	12		$	36		$	—		$	991
Construction		—			499			499			—			15			15
Provision (credit) for loan losses		(5	)		19			(100	)		—			(18	)		(2	)		—			(22	)		—			(128	)
Home equity lines of credit		241			5,129			5,370			—			72			72
Loans charged-off		(11	)		—			—			—			—			—			—			—			—			(11	)
Commercial		—			1,249			1,249			—			13			13
Recoveries		—			—			86			—			24			—			—			—			—			110
Automobile		—			364			364			—			11			11
Total ending allowance balance September 30, 2016	$	310		$	176		$	371		$	5		$	6		$	68		$	12		$	14		$	—		$	962
Other consumer		—			14			14			—			—			—
For the nine months ended September 30, 2015
Total	$	3,085		$	60,251		$	63,336		$	32		$	872		$	904
Allowance for loan losses
Beginning balance	$	392		$	354		$	277		$	6		$	7		$	96		$	8		$	66		$	—		$	1,206
Provision (credit) for loan losses		193			(157	)		91			(1	)		(20	)		(27	)		(1	)		(22	)		(1	)		55
Loans charged-off		(284	)		(28	)		—			—			—			—			—			(1	)		—			(313	)
Recoveries		—			—			—			—			18			—			—			—			1			19
Total ending allowance balance September 30, 2015	$	301		$	169		$	368		$	5		$	5		$	69		$	7		$	43		$	—		$	967

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following ~~table~~tables ~~represents~~present ~~the~~information ~~balance~~related into ~~the~~loans ~~allowance~~individually evaluated for ~~loan~~impairment ~~losses~~by ~~and~~class ~~the~~of ~~recorded investment in~~ loans byas ~~portfolio~~of ~~segment~~ and ~~class~~for ~~based on~~ the ~~impaired~~three ~~method~~months atended ~~the~~March ~~dates~~31, ~~indicated.~~2017 and ~~The~~2016 ~~recorded~~and ~~investment~~as inof ~~loans excludes accrued interest~~ and ~~loan~~for ~~origination~~the ~~fees~~year ~~due~~ended toDecember ~~immateriality.~~31, 2016

	Loan Balance						Allowance
	UnpaidPrincipalBalance		RecordedInvestment		Allowance forLoan LossesAllocated		AverageRecordedInvestment		InterestIncomeRecorded		Cash BasisInterestRecorded
	(Dollars in thousands)
March 31, 2017
	IndividuallyEvaluated forImpairment		CollectivelyEvaluated forImpairment		TotalRecordedInvestment		IndividuallyEvaluated forImpairment		CollectivelyEvaluated forImpairment		TotalRecordedInvestment
With no related allowance recorded
September 30, 2016
One-to-four-family	$	195	$	59	$	—	$	543	$	—	$	—
One-to-four-family	$	1,312	$	26,480	$	27,792	$	63	$	247	$	310
Multi-family		346		253		—		284		—		—
Multi-family		1,058		6,838		7,896		71		105		176
Commercial real estate		542		542		—		542		—		—
Commercial real estate		542		13,351		13,893		—		371		371
Land		—		—		—		—		—		—
Land		—		176		176		—		5		5
Construction		—		218		218		—		6		6
Home equity lines of credit		—		4,967		4,967		—		68		68
Commercial		—		1,199		1,199		—		12		12
Automobile		—		441		441		—		14		14
Other consumer		—		13		13		—		—		—
Total	$	2,912	$	53,683	$	56,595	$	134	$	828	$	962
December 31, 2015
One-to-four-family	$	1,640	$	28,728	$	30,368	$	67	$	259	$	326
Multi-family		1,354		6,238		7,592		52		105		157
Commercial real estate		—		13,941		13,941		—		385		385
Land		—		192		192		—		5		5
Construction		—		—		—		—		—		—
Home equity lines of credit		—		4,574		4,574		—		70		70
Home equity line of credit		239		239		—		239		—		—
Commercial		—		~~1,112~~—		~~1,112~~—		—		12—		12—
Automobile		—		~~798~~—		~~798~~—		—		36—		36—
Other consumer		—		—		—		—		—		—
Total	$	2,994	$	55,583	$	58,577	$	119	$	872	$	991
Total with no related allowance recorded		1,322		1,093		—		1,608		—		—
With an allowance recorded
One-to-four-family		522		522		20		524		7		7
Multi-family		698		698		3		700		9		9
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with a related allowance recorded		1,220		1,220		23		1,224		16		16
Total	$	2,542	$	2,313	$	23	$	2,832	$	16	$	16

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present information related to loans individually evaluated for impairment by class of loans as of and for the nine months ended September 30, 2016 and 2015 and as of and for the year ended December 31, 2015


	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Average Recorded Investment		Interest Income Recorded		Cash Basis Interest Recorded
	(Dollars in thousands)
March 31, 2016
With no related allowance recorded
One-to-four-family	$	1,516	$	1,096	$	—	$	1,096	$	—	$	—
Multi-family		798		623		—		623		10		10
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with no related allowance recorded		2,314		1,719		—		1,719		10		10
With an allowance recorded
One-to-four-family		538		538		66		539		6		6
Multi-family		722		722		45		725		9		9
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with a related allowance recorded		1,260		1,260		111		1,264		15		15
Total	$	3,574	$	2,979	$	111	$	2,983	$	25	$	25

	UnpaidPrincipalBalance		RecordedInvestment		Allowance forLoan LossesAllocated		AverageRecordedInvestment		InterestIncomeRecorded		Cash BasisInterestRecorded
September 30, 2016
With no related allowance recorded
One-to-four-family	$	1,202	$	782	$	—	$	1,059	$	—	$	—
Multi-family		—		—		—		184		23		23
Commercial real estate		542		542		—		121		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with no related allowance recorded		1,744		1,324		—		1,364		23		23
With an allowance recorded
One-to-four-family		530	$	530	$	63		535		19		19
Multi-family		1,058		1,058		71		1,065		31		31
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with a related allowance recorded		1,588		1,588		134		1,600		50		50
Total	$	3,332	$	2,912	$	134	$	2,964	$	73	$	73

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	UnpaidPrincipalBalance		RecordedInvestment		Allowance forLoan LossesAllocated		AverageRecordedInvestment		InterestIncomeRecorded		Cash BasisInterestRecorded
	(Dollars in thousands)
December 31, 2016
September 30, 2015
With no related allowance recorded
One-to-four-family	$	1,~~523~~207	$	~~1,103~~787	$	—	$	~~1,020~~990	$	—	$	—
Multi-family		~~798~~346		~~623~~284		—		~~1,329~~479		4627		4627
Commercial real estate		—542		—542		—		—226		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—241		—241		—		—20		—		—
Commercial		~~244~~—		41—		—		65—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with no related allowance recorded		2,~~565~~336		1,~~767~~854		—		21,~~414~~715		4627		4627
With an allowance recorded
One-to-four-family		~~545~~523		~~545~~526		4122		~~550~~533		2227		2227
Multi-family		~~736~~705		~~736~~705		5810		~~743~~716		2837		2837
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with a related allowance recorded		1,~~281~~228		1,~~281~~231		9932		1,~~293~~249		5064		5064
Total	$	3,~~846~~564	$	3,~~048~~085	$	9932	$	32,~~707~~964	$	9691	$	9691

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	UnpaidPrincipalBalance		RecordedInvestment		Allowance forLoan LossesAllocated		AverageRecordedInvestment		InterestIncomeRecorded		Cash BasisInterestRecorded
December 31, 2015
With no related allowance recorded
One-to-four-family	$	1,519	$	1,099	$	—	$	1,040	$	50	$	50
Multi-family		800		625		—		1,154		—		—
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		49		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with no related allowance recorded		2,319		1,724		—		2,243		50		50
With an allowance recorded
One-to-four-family		541		541		67		548		26		26
Multi-family		729		729		52		740		38		38
Commercial real estate		—		—		—		—		—		—
Land		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Home equity line of credit		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Automobile		—		—		—		—		—		—
Other consumer		—		—		—		—		—		—
Total with a related allowance recorded		1,270		1,270		119		1,288		64		64
Total	$	3,589	$	2,994	$	119	$	3,531	$	114	$	114

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the aging of the recorded investment in past due loans at the dates indicated by class of loans.

	30 - 59DaysPast due		60 - 89DaysPast due		Greater than90 Days Past DueStill on Accrual		Nonaccrual		Loans NotPast Due		Total
	(Dollars in thousands)
September 30, 2016
March 31, 2017
One-to-four-family	$	—	$	—	$	—	$	~~782~~59	$	2734,~~010~~502	$	2734,~~792~~561
Multi-family		—		—		—		~~346~~253		710,~~550~~492		710,~~896~~745
Commercial real estate		—		—		—		542		1315,~~351~~825		1316,~~893~~367
Land		—		—		—		—		~~176~~164		~~176~~164
Construction		—		—		—		—		~~218~~989		~~218~~989
Home equity line of credit		—48		—		—		—239		45,~~967~~073		45,~~967~~360
Commercial		—		—		—		—		1,~~199~~177		1,~~199~~177
Automobile		—		—		—		—		~~441~~6		~~441~~6
Other consumer		—		—		—		—		1314		1314
Total	$	—48	$	—	$	—	$	1,~~670~~093	$	5468,~~925~~242	$	5669,~~595~~383
December 31, 2015
December 31, 2016
One-to-four-family	$	—	$	—	$	—	$	~~1,099~~787	$	29,~~269~~560	$	30,~~368~~347
Multi-family		—		—		—		~~346~~284		79,~~246~~747		710,~~592~~031
Commercial real estate		—		—		—		—542		1314,~~941~~750		1315,~~941~~292
Land		—		—		—		—		~~192~~170		~~192~~170
Construction		—		—		—		—		—499		—499
Home equity line of credit		—		—		—		—241		45,~~574~~129		45,~~574~~370
Commercial		—		—		—		—		1,~~112~~249		1,~~112~~249
Automobile		—		—		—		—		~~798~~364		~~798~~364
Other consumer		—		—		—		—		—14		—14
Total	$	—	$	—	$	—	$	1,~~445~~854	$	5761,~~132~~482	$	5863,~~577~~336

Nonperforming loans (non-accrual and loans past due 90 days and still on accrual) include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

1514

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Credit Quality Indicators

The Bank categorizes loans into risk categories based on relevant information about the ability of a borrower to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. The analysis includes the non-homogeneous loans, such as multi- family, commercial real estate, construction, and commercial loans. The analysis is performed on a quarterly basis. Homogeneous loans are monitored based on past due status of the loan. The risk category of these loans is evaluated at origination, when a loan becomes delinquent or when a borrower requests a concession.

Substandard

Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful

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

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. The following table reflects the risk category by loans at the dates indicated based on the most recent analysis performed.

	Pass		Substandard		Doubtful		Total
	(Dollars in thousands)
September 30, 2016
March 31, 2017
One-to-four-family	$	2734,~~010~~502	$	~~782~~59	$	—	$	2734,~~792~~561
Multi-family		710,~~550~~492		~~346~~253		—		710,~~896~~745
Commercial real estate		1315,~~351~~825		542		—		1316,~~893~~367
Land		~~176~~164		—		—		~~176~~164
Construction		~~218~~989		—		—		~~218~~989
Home equity lines of credit		45,~~967~~121		—239		—		45,~~967~~360
Commercial		1,~~199~~177		—		—		1,~~199~~177
Automobile		~~441~~6		—		—		~~441~~6
Other consumer		1314		—		—		1314
Total	$	5468,~~925~~290	$	1,~~670~~093	$	—	$	5669,~~595~~383
December 31, 2015
December 31, 2016
One-to-four-family	$	29,~~269~~560	$	~~1,099~~787	$	—	$	30,~~368~~347
Multi-family		79,~~246~~747		~~346~~284		—		710,~~592~~031
Commercial real estate		1314,~~941~~750		—542		—		1315,~~941~~292
Land		~~192~~170		—		—		~~192~~170
Construction		—499		—		—		—499
Home equity lines of credit		45,~~574~~129		—241		—		45,~~574~~370
Commercial		1,~~112~~249		—		—		1,~~112~~249
Automobile		~~798~~364		—		—		~~798~~364
Other consumer		—14		—		—		—14
Total	$	5761,~~132~~482	$	1,~~445~~854	$	—	$	5863,~~577~~336

1615

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Troubled Debt Restructurings

Our troubled debt restructurings totaled $1,~~644~~531 at ~~September 30~~March 31, ~~2016~~ 2017 and $1,~~964~~576 at December 31, ~~2015~~2016. There were noNo loans modified as troubled debt restructurings during the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~ 2017 or the year ended December 31, ~~2015~~2016.

There were two loans modified as troubled debt restructurings with a balance of $~~402~~312 as of ~~September 30~~March 31, ~~2016~~2017, which ~~are~~were ~~being~~ reported as nonaccrual. There were two loans modified as troubled debt restructurings with a balance of $~~415~~345 which ~~are~~were ~~being~~ reported as nonaccrual as of December 31, ~~2015, one of which totaling $69 is paying as agreed under the terms of the modification~~2016.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. During the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017, one ~~multi-family~~ loan totaling $~~346~~253 secured by a multi-family building, had ~~payment~~payments ~~defaults~~in default and was reported as non-accrual at ~~September~~March 31, 2017. During the year-ended 30December 31, 2016, the same loan totaling $284, had payments in default and ~~December~~was reported as non-accrual at December 31, ~~2015~~2016.

The Company has allocated $~~134~~23 to specific reserves on $1,~~587~~220 of loans to customers whose loan terms have been modified in troubled debt restructurings as of ~~September 30~~March 31, ~~2016~~2017. At December 31, ~~2015~~2016, the Company has allocated $~~119~~ 32 to specific reserves on $1,~~271~~ 231 of loans to customers whose loan terms have been modified in troubled debt restructurings. The Company has not committed to lend additional amounts as of ~~September 30~~March 31, ~~2016~~ 2017 and December 31, ~~2015~~ 2016 to customers with outstanding loans that are classified as troubled debt restructurings.

Note 6 – Loss Per Share

The following table presents a reconciliation of the components used to compute basic and diluted ~~earnings (~~loss) per share:

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
	March 31, 2017			March 31, 2016
Net income (loss) (Dollars in thousands)	$	(280	)	$	(142	)	$	(890	)	$	(787	)
Net loss (Dollars in thousands)	$	(393	)	$	(263	)
Weighted average common shares outstanding (1)		~~659~~672,~~607~~822			~~658~~659,~~260~~945			~~660,093~~			~~659,679~~
Basic and diluted income (loss) per share (1)	$	(0.42	)	$	(0.22	)	$	(1.35	)	$	(1.19	)
Basic and diluted loss per share (1)	$	(0.58)		$	(0.40	)

1 The outstanding options ~~and restricted shares~~ are considered antidilutive because of the net loss.

Note 7 – Fair Value Measures

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

1716

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Securities Available for Sale: The fair values of securities available-for-sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Repossessed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed and verified by the Company. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Upon sale of collateral, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value for the remaining assets carried at fair value.

1817

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets Measured on a Recurring Basis

Assets measured at fair value on a recurring basis are summarized below:

Fair Value Measurements Using

Balance

Quoted Prices inActive Markets forIdentical Assets(Level 1)

~~SignificantOtherObservableInputs~~Significant OtherObservableInputs(Level 2)

SignificantUnobservableInputs(Level 3)

September 30, 2016

March 31, 2017

Assets

Securities available for sale

U.S. government-sponsored entities

56,~~999~~892

—

56,~~999~~892

—

Residential mortgaged-backed

1,~~502~~294

—

1,~~502~~294

—

78,~~501~~186

—

78,~~501~~186

—

December 31, 2015

December 31, 2016

Assets

Securities available for sale

U.S. government-sponsored entities

96,~~939~~873

—

96,~~939~~873

—

Residential mortgaged-backed

~~545~~1,367

—

~~545~~1,367

—

108,~~484~~240

—

108,~~484~~240

—

There were noNo transfers between Level 1, Level 2, and Level 3 during the ~~nine~~three-months ended ~~September 30~~March 31, ~~2016~~ 2017 or the year ended December 31, ~~2015~~2016.

Assets Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements Using
	Balance		Quoted Prices inActive Markets forIdentical Assets(Level 1)		~~SignificantOtherObservableInputs~~Significant OtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
September 30, 2016
March 31, 2017
Assets
Impaired loans
One-to-four-family	$	725	$	—	$	—	$	725
Multi-family	$	948	$	—	$	—	$	948
Multi-family		987		—		—		987
Total impaired loans	$	948	$	—	$	—	$	948
Total impaired loans	$	1,712	$	—	$	—	$	1,712
Repossessed assets
One-to-four-family	$	~~293~~715	$	—	$	—	$	~~293~~715
Commercial real estate		321		—		—		321
Land		87		—		—		87
Total repossessed assets	$	~~701~~1,123	$	—	$	—	$	~~701~~1,123
December 31, 2015
December 31, 2016
Assets
Impaired loans
One-to-four-family	$	725	$	—	$	—	$	725
Multi-family		~~677~~979		—		—		~~677~~979
Total impaired loans	$	1,~~402~~704	$	—	$	—	$	1,~~402~~704
Repossessed assets
Land	$	87		—		—	$	87
Commercial real estate	$	321	$	—	$	—	$	321
Total repossessed assets	$	87	$	—	$	—	$	87
Land		87		—		—		87
Total repossessed assets	$	408	$	—	$	—	$	408

1918

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impaired loans, which are measured for impairment using the fair value of the collateral (less cost to sell) for collateral dependent loans, had an aggregate balance of $~~1,783~~951 with a $713 valuation allowance at ~~September 30~~March 31, ~~2016~~ 2017 and an aggregate balance of $1,~~454~~ 714 with a $52 10 valuation allowance at December 31, ~~2015~~2016. The impaired loans resulted in no $31 provision for loan losses for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2016~~ 2017 and ~~2015~~2016.

Repossessed assets, consisting of other real estate owned, are measured at the lower of cost or fair value less costs to sell. Repossessed assets were carried at $~~701~~ 1,123 at ~~September 30~~March 31, ~~2016~~ 2017 consisting of the cost basis ~~and~~ of $~~947~~ 1,358 and a valuation allowance of $~~246~~235. Repossessed assets were carried at $87 408 at December 31, ~~2015~~2016 consisting of the cost basis ~~and~~ of $~~101~~ 643 and a valuation allowance of $14235. There was ~~$68~~ No of write-downs on repossessed assets for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2016~~ 2017 and ~~$14 for the three and nine months ended September 30, 2015~~2016.

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at ~~September 30~~March 31, ~~2016~~ 2017 and December 31, ~~2015~~2016:

~~September 30~~March 31, ~~2016~~ 2017

FairValue

Valuation Technique

Unobservable Inputs

Range

Impaired loans

One-to-four-family

725

Sales comparison approach

Adjustment for differences between the comparable sales

(17.0%) –8.7%

Multi-family

948

Sales comparison approach

Adjustment for differences between the comparable sales

(7.69

)% –

8.70%

Multi-family

987

Sales comparison approach

Adjustment for differences between the comparable sales

(1.9%) –2.6%

Other real estate owned

One-to-four-family

715

Sales comparison approach

Adjustment for differences between the comparable sales

(17.04

)% –

8.70%

One-to-four-family

293

Sales comparison approach

Adjustment for differences between the comparable sales

(4.4%) – 2.4%

Commercial real estate

321

Sales comparison approach

Adjustment for differences between the comparable sales

(5.70

)% –

4.78%

Commercial real estate

321

Sales comparison approach

Adjustment for differences between the comparable sales

(23.6%) – 16.7%

Land

Sales comparison approach

Adjustment for differences between the comparable sales

(6.67

)% –

6.67%

Land

Sales comparison approach

Adjustment for differences between the comparable sales

(8.0%) –86.0%

December 31, 2016

December 31, 2015

FairValue

Valuation Technique

Unobservable Inputs

Range

FairValue

Valuation Technique

Unobservable Inputs

Range

Impaired loans

One-to-four-family

725

Sales comparison approach

Adjustment for differences between the comparable sales

(17.04)

% –

8.70%

One-to-four-family

725

Sales comparison approach

Adjustment for differences between the comparable sales

(9.9%) –14.1%

Multi-family

979

Sales comparison approach

Adjustment for differences between the comparable sales

(7.69)

% –

10.77%

Multi-family

677

Sales comparison approach

Adjustment for differences between the comparable sales

(6.7%) –13.2%

Other real estate owned

Commercial real estate

321

Sales comparison approach

Adjustment for differences between the comparable sales

(5.70)

% –

4.78%

Land

Sales comparison approach

Adjustment for differences between the comparable sales

(~~11.~~6~~%) –31~~.0%67)

% –

6.67%

2019

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The carrying amounts and estimated fair values of the Company’s financial instruments are as follows:

			Fair Value Measurements at
			September 30, 2016 (Unaudited) Using:
			March 31, 2017 (Unaudited) Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	97,~~758~~252	$	97,~~758~~252	$	—	$	—	$	97,~~758~~252
Certificates of deposit in other financial institutions		32,~~920~~695		—		32,~~920~~695		—		32,~~920~~695
Securities available-for-sale		78,~~501~~186		—		78,~~501~~186		—		78,~~501~~186
Loans receivable, net		5568,~~572~~395		—		—		5668,~~029~~350		5668,~~029~~350
FHLB stock		~~921~~172		N/A		N/A		N/A		N/A
Accrued interest receivable		~~186~~228		—		3241		~~154~~187		~~186~~228
Financial liabilities
Demand, money market, and savings	$	3738,~~348~~495	$	3738,~~348~~495	$	—	$	—	$	3738,~~348~~495
Certificates of deposits		3340,~~188~~134		—		3340,~~262~~283		—		3340,~~262~~283
Advances by borrowers for taxes and insurance		262		262		—		—		262
Federal Home Loan Bank advances		2,000		—		1,993		—		1,993
Accrued interest payable		1		—		1		—		1
Advances by borrowers for taxes and insurance		391		391		—		—		391
Accrued interest payable		4		—		4		—		4
			Fair Value Measurements at
			December 31, 2015 Using:
			December 31, 2016 Using:
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	98,~~265~~232	$	98,~~265~~232	$	—	$	—	$	98,~~265~~232
Certificates of deposit in other financial institutions		43,~~635~~675		—		43,~~635~~675		—		43,~~635~~675
Securities available-for-sale		108,~~484~~240		—		108,~~484~~240		—		108,~~484~~240
Loans receivable, net		5762,~~536~~348		—		—		5762,~~469~~753		5762,~~469~~753
FHLB stock		921		N/A		N/A		N/A		N/A
Accrued interest receivable		~~185~~176		3—		2018		~~162~~160		~~185~~178
Financial liabilities
Demand, money market, and savings	$	38,~~399~~736	$	38,~~399~~736	$	—	$	—	$	38,~~399~~736
Certificates of deposits		35,~~158~~295		—		35,~~024~~433		—		35,~~024~~433
Advances by borrowers for taxes and insurance		559		559		—		—		559
Federal Home Loan Bank advances		2,000		—		2,001		—		2,001
Accrued interest payable		—		—		—		—		—
Advances by borrowers for taxes and insurance		557		557		—		—		557
Accrued interest payable		1		—		1		—		1

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

(a)

Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1

(b)

Certificates of deposit in other financial institutions.

Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(c)

Loans receivable, net

Fair values of loans receivable, net are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

2120

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

(d)

FHLB Stock

It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

(e)

Accrued Interest Receivable

The carrying amount of accrued interest receivable approximates its fair value and is classified as Level 2 for securities and Level 3 for loans.

(f)

Deposits

The fair values disclosed for demand deposits (e.g., interest and non-interest demand, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) and are classified as Level 1. The carrying amounts of variable rate certificates of deposit ~~approximate~~d ~~their fair values at the reporting date are classified as a Level 2. Fair values for fixed rate certificates of deposit are estimated~~ using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(g) ~~Accrued~~Federal ~~Interest~~Home ~~Payable~~Loan Bank Advances

The fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resorting in a Level 2 classification.

(h)

Advances by Borrowers for Taxes and Insurance

The carrying amounts of advances for borrowers taxes and insurance approximate fair values and are classified as Level 1.

(i)

Accrued Interest Payable

The carrying amount of accrued interest payable approximates its fair value and is classified as Level 2.

Note 8 – Regulatory Capital Matters

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel Ill rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.

Effective as of January 1, 2016, financial institutions are required to maintain a capital conservation buffer to avoid restrictions on capital distributions and other payments. If a financial institution’s capital conservation buffer falls below the minimum requirement, its maximum payout amount for capital distributions and discretionary payments declines to a set percentage of eligible retained income based on the size of the buffer. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a three- year period (increasing by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019). As of ~~September~~ 30March 31, ~~2016~~2017, the Bank’s capital conservation buffer stood at 81.8425%.

Quantitative measures established by regulation to help ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier I capital as defined in the regulations to risk-weighted assets as defined and of Tier I capital to adjusted total assets as defined. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios. On November 25, 2015 the Bank entered into a ~~New~~Consent Order with the OCC that reduced the Bank’s regulatory compliance burden. Concurrent with the execution of the ~~New~~Consent Order, the Old Order entered into between the Bank and the OCC dated December 19, 2012 was terminated. The ~~New~~Consent Order reduced the Bank’s minimum required Tier 1 leverage capital ratio to 8% from 9% under the Old Order and its minimum total risk-based capital ratio to 12% from 13% under the Old Order.

22The Company's board adopted resolutions requested by the Federal Reserve Board which prohibits us from paying dividends, increasing our debt, or redeeming shares of the Company without prior written approval from the Federal Reserve Board.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As a result of entering into the ~~New~~Consent Order that requires the Bank to achieve and maintain specific capital levels, the Bank’s capital classification under the Prompt Corrective Action rules was “adequately capitalized” at ~~September 30~~March 31, ~~2016~~ 2017 and December 31, ~~2015~~2016. ~~While~~As ~~under~~long as the ~~New~~Bank ~~and~~is ~~Old~~subject to the Consent Order, the Bank cannot be ~~consider~~considered “well capitalized”. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Consent Order."

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If undercapitalized, asset growth and expansion are limited and plans for capital restoration are required.

Actual capital levels and minimum required levels for the Bank were as indicated in the table below:

Minimum Requiredfor Capital

Minimum Required

Actual

Adequacy Purposes

By the Order

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2016

March 31, 2017

Total capital (to risk-weighted assets)

87,~~438~~838

1613.81

4,~~008~~784

8.0

67,~~012~~179

12.0

Common equity Tier 1 capital (to risk-weighted assets)

7,~~808~~088

1511.69

2,~~255~~691

4.5

N/A

Tier 1 (core) capital (to risk-weighted assets)

7,~~808~~088

1511.69

3,~~006~~588

6.0

N/A

Tier 1 (core) capital (to average total assets)

7,~~808~~088

98.71

3,~~221~~507

4.0

67,~~442~~015

8.0

December 31, 2015

December 31, 2016

Total capital (to risk-weighted assets)

98,~~235~~160

1814.5

34,~~992~~493

8.0

56,~~988~~739

12.0

Common equity Tier 1 capital (to risk-weighted assets)

87,~~607~~456

1713.3

2,~~245~~527

4.5

N/A

Tier 1 (core) capital (to risk-weighted assets)

87,~~607~~456

1713.3

23,~~994~~369

6.0

N/A

Tier 1 (core) capital (to average total assets)

87,~~607~~456

109.03

3,~~450~~224

4.0

6,~~901~~447

8.0

Note 9 – Employee Benefits

On May 25, 2016, stockholders of the Company approved the Ben Franklin Financial, Inc. 2016 Equity Incentive Plan (the “Plan”) which provides officers, employees, and directors of the Company and the Bank with stock based incentives to promote our growth and performance. The Plan shall remain in effect as long as any awards are outstanding provided, however, that no awards be granted under the plan after ten years from the date of adoption. The Plan authorizes the issuance of up to 54,666 shares of our common stock pursuant to grants of incentive and non-statutory stock options, stock appreciation rights, and restricted stock awards. No more than 15,619 shares may be issued as restricted stock awards. No more than 39,047 shares may be issued pursuant to stock options and stock appreciation rights, all of which may be granted pursuant to the exercise of incentive stock options. On January 24, 2017 the Company granted restricted stock awards for 15,619 common shares and stock options for 39,047 common shares under the Plan, all of which vest over a three year period. Awards under the Plan may also fully vest upon the participant’s death or disability or change in control of the Company. All of the options granted have an exercise price of $10.70 per share, which was the closing price of the stock on the grant date. No options were vested, exercised or forfeited as of March 31, 2017. The options have an intrinsic value of $0.90 as of March 31, 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. Company’s expected volatility was based on historical stock price for the past two years. The expected term 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 yield curve in effect at the time of the grant.

The fair value of each option granted in 2017 was $2.98 and was determined using the following weighted‑average assumptions as of grant date.

Risk free interest rate	2.27	%
Expected term	7 Years
Expected stock price volatility	20	%
Dividend yield	-0-	%

Stock option expense was $7,000 during the three months ended March 31, 2017. As of March 31, 2017, there was $157,000 of unrecognized compensation cost related to stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of approximately 2.8 years.

The fair value of the restricted stock awards was $10.70 per share, which was the closing price of the stock on the January 27, 2017 grant date. None of the restricted stock awards were vested or forfeited as of March 31, 2017. Restricted stock award expense was $10,000 during the three months ended March 31, 2017. As of March 31, 2017, there was $109,000 of unrecognized compensation cost related to non-vested shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of approximately 2.8 years.

The value of stock options and restricted stock awards as of the grant date are expensed over the three year vesting period. Forfeitures of stock options and restricted stock awards are expected to be insignificant.

Note 10 - Subsequent Events

As of April 30, 2017, the Bank’s Tier 1 leverage capital ratio was less than the 8% required under the Consent Order, see Note 2 for further discussion.

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

Forward-Looking Statements

This quarterly report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimates,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to: statements of our goals, intentions, and expectations; statements regarding our business plans and prospects and growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. For this presentation, the Company and its subsidiary claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Factors that could cause future results to vary from current management expectations include, but are not limited to: our ability to manage the risk from our one-to four-family, home equity line-of-credit, multi-family, commercial real estate, construction, land, commercial business, and automobile lending including purchased loans; our ability to comply with the terms of the Consent Order (the “New Order”) entered into between the Bank and the Office of the Comptroller of the Currency (the “OCC”); the future level of deposit insurance premiums applicable to us; significantly increased competition among depository and other financial institutions; our ability to execute our plan to grow our assets on a profitable basis; changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; inflation; general economic conditions, both nationally and in our market area; adverse changes in the securities and national and local real estate markets (including loan demand, housing demand, and real estate values); our ability to originate a satisfactory amount of high quality loans in an unfavorable economic environment; legislative or regulatory changes that adversely affect our business including the effect of the Dodd-Frank Reform Act, our ability to enter new markets successfully and take advantage of growth opportunities; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the authoritative accounting bodies; the performance of our investment in FHLB of Chicago stock; changes in our organization, compensation and benefit plans; and other factors. Additional factors that may affect our results are discussed in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission under the heading “Risk Factors.” The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

New Capital Requirements

In July, 2014, the ~~Office~~OCC ~~of the Comptroller of the Currency~~ and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets, to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (“banking organizations”). Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective for us on January 1, 2015. The capital conservation buffer requirement began at 0.625% January 1, 2016 and becomes fully phased in at 2.5% on January 1, 2019.

Consent Order

On November 25, 2015 the Bank entered into a revised Consent Order (the “New Order”) with the Office of the Comptroller of the Currency (“OCC”). Concurrent with the execution of the New Order, the Bank’s prior Consent Order (the “Old Order”) entered into between the Bank and the OCC dated December 19, 2012 was terminated. The New Order is comprised of two substantive articles as opposed to 12 substantive articles under the Old Order. The New Order reduced the Bank’s minimum required Tier 1 leverage capital ratio to 8% from 9% under the Old Order and its minimum total risk-based capital ratio to 12% from 13% under the Old Order. The New Order requires the Bank to revise its current Capital and Strategic Plan (the "Strategic Plan") to include a capital distribution policy. Additionally, the New Order requires the Bank to revise its Strategic Plan to identify parameters and triggers which would cause the board of directors to market the Bank for merger or sale, in the event it failed to meet the 8% and 12% capital requirements under the New Order. The New Order continues to require quarterly reporting to the OCC and board monitoring requirements. At March 31, 2017 and December 31, 2016 the Bank was in compliance with the required minimum ratios, however, at April 30, 2017, the Bank's Tier 1 leverage ratio was less than the 8% requirement under the Consent Order. To comply with the capital levels of the Consent Order, we will need to raise additional capital, which may not be available at terms that are acceptable, if at all.

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To comply with the capital levels of the New Order and execute on our business plan which contemplates significant growth, we will need to raise additional capital, which may not be available at terms that are acceptable if at all. In addition, under the New Order the Bank is required to receive regulatory non-objection to a revised Strategic Plan that, among other things, identifies parameters and triggers which would cause the board of directors to market the Bank for merger or sale, in the event it failed to meet the capital requirements under the New Order. On January 30, 2017, the Bank submitted to the OCC a revised Strategic Plan. By letter dated March 2, 2017, the OCC informed the Bank that it would not grant its non-objection to the Strategic Plan as submitted by the Bank. If the Bank is unable to meet the capital requirements and other requirements of the New Order, the OCC may institute other corrective measures and has enforcement powers to impose additional restrictions on the Bank’s operations, including seizure. Only the OCC has the authority to determine whether or not the provisions of the New Order have been met.

General

The Bank is a federally chartered savings bank headquartered in Arlington Heights, Illinois. The Bank was originally founded in 1893 as a building and loan association. We conduct our business from our main office and one branch office. Both of our offices are located in the northwestern corridor of the Chicago metropolitan area.

Our principal business consists of attracting retail deposits from the general public in our market and investing those deposits, together with funds generated from operations and borrowings, in one- to four-family residential mortgage loans and, to a lesser extent, home equity lines-of-credit, commercial real estate loans, multi-family real estate loans, commercial business loans, construction and land loans, automobile, and other loans. We also invest in mortgage-backed and other securities. Our revenues are derived principally from the interest on loans and securities, fees for loan origination services, loan fees, and fees levied on deposit accounts. Our primary sources of funds are deposits and principal and interest payments on loans and securities.

Our strategic plan to increase income includes growing our loan portfolio through a combination of our internal origination efforts and ~~through~~participations ~~the~~in ~~acquisition~~loans ofwith ~~loan pools from~~ other ~~sources~~financial institutions. We believe we must continue to increase our level of higher interest earning assets to become profitable. During ~~2016,~~ the ~~Bank~~fourth ~~experienced~~quarter ~~a number~~ of ~~personnel~~2016 ~~changes~~and ~~within~~continuing through the ~~lending~~first ~~department~~quarter ~~that~~of ~~impacted~~2017, ~~our~~we ~~ability~~have been able to generate ~~the~~loan ~~origination~~growth ~~levels~~needed into ~~our~~increase ~~plan. The changes included the departure of~~ our ~~primary~~interest ~~lending~~income, ~~officer~~however, ~~and~~we ~~his~~continue ~~subsequent~~to ~~replacement~~incur ~~several~~costs ~~months~~associated ~~later.~~with ~~This~~resolving ~~position~~some isof ~~primarily responsible for~~ our ~~residential~~current ~~lending~~problem ~~portfolio~~assets and ~~fee~~costs ~~generation~~associated ~~through~~with ~~originations~~being ~~for~~a ~~other~~public ~~institutions~~company. AtThe ~~the~~board ~~end~~ of ~~October~~directors ~~2016,~~realizes wethat ~~hired~~it will take a ~~senior~~significant ~~loan~~amount ~~officer~~of totime ~~assume~~for ~~the~~us ~~Chief~~to ~~Lending~~accomplish ~~Officer~~our ~~position.~~growth ~~This~~objective ~~function~~and ~~had~~that ~~been~~meeting the ~~responsibility~~capital requirements of the ~~Bank’s~~New ~~President.~~Order ~~The~~requires ~~new~~that ~~Chief~~alternate ~~Lending~~strategies ~~Officer~~need ~~will~~to be ~~responsible~~explored ~~for~~including the ~~implementing~~need ~~strategies~~for toadditional ~~attain~~capital ~~our~~which ~~loan~~may ~~origination~~not ~~goals~~be asavailable ~~well~~at asa ~~overseeing~~cost ~~our~~consistent ~~credit~~with ~~and loan administration functions. Prior to accepting this position, this individual provided loan consulting service to~~ the ~~Bank~~successful ~~since~~implementation ~~March~~ of ~~2016. We believe that~~ our ~~new loan~~strategic ~~department structure along with our other referral sources~~plan, ~~will~~or ~~help~~at ~~us meet our future production goals~~all. If ~~While~~ we ~~have~~cannot ~~been~~raise ~~presented~~additional ~~with several pool purchase opportunities~~capital, we ~~have~~may ~~not~~explore ~~identified~~other ~~any~~options, ~~that~~including ~~meet~~the ~~our~~merger ~~strategic~~or ~~income~~sale ~~and~~of ~~risk objectives. We may still pursue pool purchases in~~ the ~~future~~Company.

Based on the above, we do not anticipate net income until we experience significant growth in our earning assets base pursuant to our business plan. There can be no assurances, however, that we will successfully execute on our business plan and be able to return to profitability in the timeframe we expect or at all.

Critical Accounting Policies

Certain of our accounting policies are important to the reporting of our financial results, since they require management to make difficult, complex and/or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in performance of the local economy, changes in the financial condition of borrowers, and changes in value of loan collateral such as real estate. As discussed in the Company’s Annual Report for the year ended December 31, ~~2015~~2016, management believes that its critical accounting policies include determining the allowance for loan losses and accounting for deferred income taxes.

Comparison of Financial Condition at ~~September 30~~March 31, ~~2016~~ 2017 and December 31, ~~2015~~ 2016

Assets. Total assets at ~~September 30~~March 31, ~~2016~~ 2017 were $7989.94 million compared to $8485.13 million at December 31, ~~2015~~2016, aan increase ~~decrease~~ of $4.21 million, or 54.08%. This ~~decrease~~increase was primarily due to the $36.0 million increase ~~decrease~~in our loan portfolio and the $715,000 increase in the balance of our ~~securities~~repossessed ~~available~~assets, ~~for~~partially ~~sale,~~offset ~~the~~by a $~~2.0~~980,000 decrease in our ~~loan~~cash ~~portfolio,~~ and ~~the~~cash equivalents, a $~~715~~980,000 decrease in our certificate of deposits in other financial ~~institutions~~institution, ~~partially offset by the $732,000 increase in the balance of our premise~~ and ~~equipment~~a ~~and~~ $~~493~~749,000 ~~increase~~ decrease in our ~~cash~~Federal ~~and~~Home ~~cash~~Loan ~~equivalents.~~Bank stock.

The ~~decrease~~increase in our loan portfolio balance during the first ~~nine~~three months of ~~2016~~2017 was ~~primarily~~ due to the $24.62 million ~~decrease~~increase in our one- to four family residential loan portfolio, ~~and~~the $~~357,000~~1.1 ~~decrease~~million increase in our ~~automobile~~commercial real estate loan portfolio, ~~partially offset by~~ the $~~393~~714,000 increase in our ~~home equity line~~multi- ~~of -credit~~ family loan portfolio, and the $~~304~~490,000 increase in our ~~multi-family~~ construction loan portfolio., partially ~~The~~offset by the $358,000 decrease in our ~~one-~~automobile portfolio. The to9.8% ~~four~~increase ~~family~~in ~~residential~~our loan portfolio ~~was~~follows ~~primarily~~the ~~due~~12.2% toincrease in the ~~repayments~~fourth ~~from~~quarter ~~existing~~of ~~loans~~2016 ~~exceeding~~and reflects the ~~$2.2~~impact ~~million~~ of ~~new~~the ~~loans~~personnel ~~originated.~~and ~~Management~~product ~~has~~changes ~~reviewed~~that ~~several~~occurred ~~options~~during ~~for~~2016. The ~~the~~decrease ~~purchase~~in ofour ~~loan~~automobile ~~pools~~portfolio ~~from~~was ~~other~~the ~~sources~~result asof ~~outlined~~the inrepurchase ~~our~~of ~~strategic~~the ~~plan~~outstanding tobalance ~~supplement~~of our ~~internal~~indirect ~~origination,~~automobile ~~however~~portfolio, weat ~~have~~par, ~~not~~by ~~identified~~the afinancial ~~pool~~institution ~~that~~servicing ~~meets~~the ~~our strategic income and risks objectives~~portfolio.

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At ~~September 30~~March 31, ~~2016~~ 2017 our allowance for loan losses was $~~962~~938,000, or 1.7035% of total loans, compared to $~~991~~904,000, or 1.6943% of total loans, at December 31, ~~2015~~2016. Our allowance ~~reflected~~reflects the $~~110~~62,000 provision ofprimarily ~~recoveries~~due ~~for~~to the ~~nine~~increase ~~months~~in ~~ended~~the ~~September 30,~~balance ~~2016~~of ~~primarily~~our ~~from~~loan portfolio and the $8628,000 of ~~recovery~~net ~~from~~charge-offs. ~~the~~Our ~~discounted~~allowance ~~payoff~~for ofloan alosses ~~multi-family~~to ~~loan~~total ~~and~~loans adecreased ~~credit~~to ~~for~~1.35% ~~loan~~at ~~losses~~March of31, ~~$128~~2017,~~000,~~ ~~partially~~primarily ~~offset~~due byto anthe ~~$11,000~~improved ~~charge-off~~credit ~~related~~quality toof aour ~~residential~~ loan ~~that~~portfolio ~~was~~as ~~transferred~~reflected toin ~~other~~our ~~real~~declining ~~estate~~loan ~~owned.~~charge-offs over the past several years. Our loans classified as substandard or doubtful, which also represents our non-accrual loans, were $1.71 million or 21.9558% of total loans at ~~September 30~~March 31, ~~2016~~ 2017 compared to $1.49 million or 2.4793% of total loans at December 31, ~~2015~~2016. The ~~increase~~decrease ~~reflects~~was primarily ~~the~~due ~~downgrade~~to ~~of a $542,000 loan secured by a commercial real estate property, partially offset by~~ the transfer of a residential loan with a book value of $~~293~~715,000 to other real estate owned. Our loans classified as TDRs totaled $1.65 million at ~~September 30~~March 31, ~~2016~~ 2017 of which $1.2 million were accruing, ~~compared~~relatively tounchanged ~~$2.0~~from ~~million at~~ December 31, ~~2015 of which $1~~2016.~~5 million was accruing. The decrease was primarily due to the discounted payoff of a loan secured by a multi-family property.~~

Our ~~securities~~Federal ~~portfolio~~Home Loan Bank stock decreased $~~3.0~~749,000 ~~million~~ or 2881.53% to $~~7.5 million at September 30~~172,000 ~~2016~~due ~~compared~~ to ~~$10.5~~redemption ~~million~~of atstock ~~December 31,~~exceeding ~~2015. The decrease was primarily due to~~ the ~~call~~required ~~of $8~~levels.0 Our ~~million~~securities ofportfolio ~~government~~decreased ~~sponsored~~$54,000 ~~entities~~primarily ~~notes~~due ~~and~~ to the repayments on mortgage-backed securities~~, partially offset by the purchase of $4~~.~~0 million of fixed rate callable notes with maturities of four years or less and $1.0 million of a 15 year fixed rate mortgage-backed security.~~ Our cash and cash equivalents ~~increase~~decrease $~~493~~980,000 to $97.83 million at ~~September 30~~March 31, ~~2016~~2017. Our certificates of deposit with other financial institutions decreased ~~$715,000~~ primarily due to the maturity of $~~3.7 million~~ 980,000 of such certificates of deposit~~, partially offset by the purchase of $2~~.9 ~~million.~~

Our ~~premises~~repossessed ~~and~~assets ~~equipment~~ increased $~~732~~715,000 ~~or 154.1% primarily~~ due to the ~~leasehold~~foreclosure ~~improvements,~~of ~~furniture,~~a ~~and~~loan ~~equipment~~secured ~~for~~by a ~~our~~residential ~~branch office that we upgraded and relocated within the existing shopping center~~property. ~~The new office opened on July 5, 2016. Total costs for leasehold improvements and equipment for the branch office totaled $780,000.~~

Liabilities. Our total liabilities ~~decreased~~increased $34.34 million or 45.48% to $7181.36 million at ~~September 30~~March 31, ~~2016~~2017. Our deposits ~~decreased~~increased by $34.16 million or 46.2% to $7078.56 million at ~~September 30~~March 31, 2016 compared to $7374.60 million at December 31, ~~2015~~2016, primarily due to the $24.08 million or 513.67% ~~decrease~~ increase in our certificate of deposit accounts ~~the $1~~.~~3 million~~ orThe ~~10.1% decrease~~increase in our ~~money~~certificate ~~market~~of deposit accounts, ~~and~~was ~~the~~primarily ~~$1.1~~due ~~million~~to ora ~~7.8%~~promotion ~~decrease~~of ina ~~our~~high ~~checking~~yielding ~~accounts, partially~~certificate ~~offset~~account. The byfunds ~~the~~from ~~$1.4 million~~this orpromotion ~~12.9% increase~~are inexpected ~~the~~to ~~balance~~be ofused ~~our~~to ~~savings~~fund ~~accounts~~future loan growth.

Stockholders’ Equity. Total stockholders’ equity at ~~September 30~~March 31, ~~2016~~ 2017 was $87.57 million, a decrease of $~~873~~349,000 or 94.3% from December 31, ~~2015~~2016. The decrease resulted primarily from our net loss of $~~890~~393,000 for the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017.

Comparison of Operating Results for the Three Months Ended ~~September 30~~March 31, ~~2016~~ 2017 and ~~2015~~2016

General. For the three months ended ~~September 30~~March 31, ~~2016~~ 2017 our net loss was $~~280~~393,000 compared to a net loss of $~~142~~263,000 for the three months ended ~~September 30~~March 31, ~~2015~~2016. The increase in our net loss was primarily due to the ~~decreases~~increases in our non-interest ~~income~~expense and the increase in our ~~non-interest~~provision ~~expense~~for loan losses, partially offset by the ~~credit~~increase ~~for~~in ~~loan~~our ~~losses.~~net interest income.

Interest Income. Interest income was $~~756~~852,000 for the three months ended ~~September 30~~March 31, ~~2016~~2017, an increase of $477,000, or 09.59%, ~~lower~~ ~~than~~compared to the prior year period. Interest income from our loan portfolio ~~decreased~~ increased $382,000 or 011.45%. The average balance of our loan portfolio increased $9.7 million for the three months ended ~~September~~March 3031, ~~2016 was~~2017 ~~$314,000~~compared ~~lower than~~ to the prior year period primarily due to the $15.92 million ~~decrease~~increase in our ~~one~~multi-family toand ~~four-family~~commercial ~~residential~~real estate loans, the $~~444,000~~3.4 ~~decrease~~million increase in our ~~consumer~~one- to four-family residential loans, and the $~~303,000~~1.1 ~~decrease~~million increase in our home equity line-of-credit loans. These ~~decreases~~balance increases were partially offset by the $~~1.7~~393,000 ~~million~~decrease ~~increase~~ in the average balance of our ~~multi-family~~consumer ~~and~~loans. ~~commercial~~The ~~real~~consumer ~~estate~~loan ~~loans~~decrease ~~and~~was primarily due to the repurchase of the remaining balance of our indirect automobile portfolio at par by the original seller. The $~~517,000~~3.4 million increase in our one- ~~commercial~~to ~~business~~four-family residential loans was primarily due to the purchase of a $3.5 million pool of such loans from another financial institution. The yield on our loan portfolio was 54.0386% for the three months ended ~~September~~March 3031, ~~2016~~2017 compared to 45.9908% the prior year period.

Interest income from securities decreased $65,000 or 1613.72% to $3033,000 for the three months ended ~~September 30~~March 31, ~~2016~~ 2017 primarily due to the $21.89 million decrease in the average balance of our securities portfolio to $8.57 million. The average yield for our securities portfolio was 1.4251% for the three months ended ~~September~~March 3031, ~~2016~~2017 compared to 1.2645% for the prior year period. Interest income from other interest earning assets ~~increased $5,000 or 31.3%~~was to $21,000 for the three months ended ~~September 30~~March 31, ~~2016~~2017, unchanged ~~compared~~from to the prior year period. The average balance of our other interest earning assets decreased $4.10 million primarily ~~due~~ to fund the ~~decrease~~increase in our ~~customer~~loan ~~deposits~~portfolio. The ~~while~~yield ~~the~~on ~~yield~~our interest earning assets increased ~~0.26%~~ to 0.6384% for the three months ended ~~September 30~~March 31, ~~2016~~2017 compared asto we0.61% ~~purchased~~primarily ~~certificates~~due ~~of deposit from other financial institutions~~ to the increase ~~our~~in ~~interest~~market ~~income.~~rates ~~The~~as ~~balance~~the ofFederal ~~each~~Open ~~certificate~~Market ofCommittee ~~deposit~~raised ~~was~~short ~~less~~term ~~than~~interest ~~$250,000~~rates ~~with~~50 ~~maturities~~basis ~~that~~point ~~ranged~~since ~~from~~December ~~nine~~of ~~to 18 months~~2016. The average balance of the certificates of deposit was $3.1 million for the three months ended ~~September 30~~March 31, ~~2016 totaled $3.5 million~~ 2017 compared to $54.06 million in the comparable period of ~~2015~~2016.

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Interest Expense. Interest expense for the three months ended ~~September 30~~March 31, ~~2016~~ 2017 was $81104,000, aan increase ~~decrease~~ of $1123,000 or 1228.04% from the prior year. Interest ~~period due to the decrease in interest~~ expense on deposits increased $14,000 as the average balance of our interest bearing deposits ~~decreased~~increased $53.06 million. The average balance of our certificate of deposit accounts ~~decreased~~increased $4.3.8 million to $3338.63 million, and the average balance of our ~~money~~savings ~~market~~ accounts ~~decreased~~increased $1.46 million~~, and the average balance of our checking accounts decreased $988,000~~. These ~~decreases~~increases were ~~partially~~ offset by the $1.7 million ~~increase~~decrease in the average balance of our ~~savings~~money market accounts. Interest ~~for~~expense ~~the~~on ~~three~~Federal ~~months ended September~~Home ~~30,~~Loan ~~2016. The~~Bank ~~average~~advances ~~cost~~increased of$9,000 ~~deposits~~due ~~decreased~~ to ~~0.49% for~~ the ~~three~~addition ~~months~~of ~~ended~~a ~~September~~$2.0 ~~30,~~million ~~2016~~advance ~~compared~~at ~~to 0.51% for~~ the ~~prior~~end ~~year~~of ~~period~~2016.

Net Interest Income. Net interest income for the three months ended ~~September 30~~March 31, ~~2016~~ 2017 was $~~675~~748,000 compared to $~~668~~694,000 for the three months ended ~~September 30~~March 31, ~~2015~~2017. For the three months ended ~~September 30~~March 31, ~~2016~~2017, the average yield on interest-earning assets was 34.9004% and the average cost of interest-bearing liabilities was 0.4957% compared to 3.5683% and 0.5148%, respectively, for the three months ended ~~September 30~~March 31, ~~2015~~2016. These changes resulted in a net interest rate spread and net interest margin to 3.4147% and 3.4855%, respectively, for the three months ended ~~September 30~~March 31, ~~2016~~ 2017, compared to a net interest rate spread of 3.0535% and net interest margin of 3.1343% for the prior year period. The increase in the net interest rate spread and margin was primarily due to the increase in the yield of our investments and other interest earning assets.

Provision for Loan Losses. We had a $9562,000 provision ~~credit~~ for loan losses for the three months ended ~~September 30~~March 31, ~~2016~~ 2017 compared to ano ~~$55,000~~ provision for the three months ended ~~September 30~~March 31, ~~2015~~2017. The ~~credit~~provision was ~~primarily~~due to the ~~result~~increase ofin ~~an $86,000 recovery on~~ the ~~discounted~~balance ~~payoff~~ of aour loan ~~secured~~portfolio byand a ~~multi-family property partially offset by an~~ $1131,000 charge-off onfor a ~~residential~~ loan ~~that~~secured ~~was~~by ~~transferred~~a ~~to other real estate owned. Our provision for the three months ended September 30, 2015 was primarily due to the impact of the $284,000 charge~~multi-~~off~~family ~~taken during the quarter on a residential~~ property. At ~~September~~March 3031, ~~2016~~2017, management concluded that the balance in our allowance for loan losses appropriately reflected the probable incurred credit losses in the portfolio based on an analysis of the Bank’s historical loss history and other current factors including market values and current economic conditions and trends.

Non-interest Income. For the three months ended ~~September 30~~March 31, ~~2016~~2017, non-interest income was $2528,000 compared to $~~188~~29,000 for the three months ended ~~September 30~~March 31, ~~2015~~2016. Income ~~primarily~~from ~~due~~repossessed toassets ~~the~~increased $~~141~~3,000 ~~gain on the sale of a residential real estate property in third quarter of 2015~~. Fees for originating loans for other financial institutions decreased $172,000 for the three months ended ~~September~~March 3031, ~~2016~~2017 compared to the prior year period.

Non-interest Expense. For the three months ended ~~September 30~~March 31, ~~2016~~2017, our non-interest expense increased $~~119~~106,000 or 1210.5% compared to the prior year period. ~~Repossessed~~Our ~~assets~~compensation and employee benefit costs increased $7645,000 or 9.9% primarily due to ~~the~~ $6818,000 ~~write-down of a commercial real estate property~~ for the ~~three~~costs ~~months~~of ~~ended~~our ~~September~~equity ~~30,~~incentive ~~2016~~awards ~~compared~~and to $1424,000 for ~~the~~staffing ~~prior~~and ~~year~~salary ~~period~~changes. Occupancy ~~Professional~~costs ~~fees~~ increased $2928,000 primarily due to the $1025,000 increase ~~for~~in ~~other~~depreciation ~~consulting~~from ~~fees,~~leasehold ~~and~~improvements ~~the~~during ~~$17,000~~2016 ~~increase~~for in our ~~legal~~branch ~~fees~~office. Our other costs increased $54,000 ~~or 64.3%~~ primarily due to ~~the~~ $541,000 ~~provision for off balance sheet commitments for the three months ended September 30, 2016 compared to the $15,000 recovery the prior year period; the $17,000 increase~~ in ~~marketing~~ costs ~~primarily~~for ~~related~~problem toloans ~~the new office relocation;~~ and ~~$17,000 real estate taxes for loans in~~ the ~~processes of foreclosure. Our occupancy costs increased~~ $19,000 ~~primarily due to the~~ increase in ~~our depreciation expense for~~ the ~~leasehold~~provision ~~improvements~~ for ~~our~~off-balance ~~branch~~sheet ~~office. Our compensation and employee benefit costs decreased $56,000 or 11.7% primarily due to the staffing changes and salary adjustment that were implemented in 2015 and the beginning of 2016.~~ commitments

Income Tax. We recorded immaterial amounts for income taxes for the three months ended ~~September 30~~March 31, ~~2016~~ 2017 and ~~2015~~2016.

Comparison of Operating Results for the Nine Months Ended September 30, 2016 and 2015

General. For the nine months ended September 30, 2016 our net loss was $890,000 compared to a net loss of $787,000 for the nine months ended September 30, 2015. The increase in our net loss was primarily due to the decrease in our non-interest income and increase in our non-interest expenses, partially offset by the credit for loan losses.

Interest Income. Interest income was $2.2 million for the nine months ended September 30, 2016, $34,000, or 1.5%, lower than the prior year period. Interest income from loans was $2.0 million, $70,000 or 3.3% lower for the nine months ended September 30, 2016 compared to the prior year period primarily due to $1.4 million decrease in the average balance of our loan portfolio. The decrease in average balance included decreases of $1.9 million in our one- to four-family residential loans, $1.6 million in our home equity line-of-credit loans, and $505,000 in our consumer loans. These decreases were partially offset by the $2.2 million increase in the average balance of our multi-family and commercial real estate loans and the $452,000 increase in the average balance of our commercial business loans. The average yield on loans for the nine months ended September 30, 2016 was 4.86% compared to 4.90%.

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Interest income from securities increased $7,000 or 7.4% to $102,000 for the nine months ended September 30, 2016 primarily due to the increase in yield on our securities to 1.44% for the nine months ended September 30, 2016 compared to 1.33% for the prior year period. Interest income from other interest earning assets increased $29,000 or 82.9% to $64,000 for the nine months ended September 30, 2016. The average balance of our other interest earning assets decreased $4.5 million primarily due to the decrease in the average balance of our deposits, while the yield increased to 0.62% from 0.26% as we purchased certificates of deposit in other financial institutions to increase our interest income. The balance of each certificate of deposit was less than $250,000 with maturities that ranged from nine to 18 months. The average balance of the certificates of deposit for the nine months ended September 30, 2016 totaled $4.0 million compared to $2.4 million for the prior your period.

Interest Expense. Interest expense for the nine months ended September 30, 2016 was $238,000, a decrease of $40,000 or 14.4% from the prior year period due to the decrease in interest expense on deposits. The average balance of interest bearing deposits decreased $5.1 million for the nine months ended September 30, 2016 compared to the prior year period as the average balance of our certificate of deposit accounts decreased $5.4 million to $33.6 million, and the average balance of our checking and money market accounts decreased $1.3 million. These decrease was partially offset by the $1.6 million increase in the average balance of our savings accounts for the nine months ended September 30, 2016. The average cost of deposits decreased to 0.47% for the nine months ended September 30, 2016 compared to 0.52% for the prior year period.

Net Interest Income. Net interest income for the nine months ended September 30, 2016 was $2.0 million, relatively unchanged from the nine months ended September 30, 2015. For the nine months ended September 30, 2016, the average yield on interest-earning assets was 3.72% and the average cost of interest-bearing liabilities was 0.47% compared to an average yield of 3.51% and average cost of 0.52%, respectively, for the nine months ended September 30 2015. These changes resulted in an increase in our net interest rate spread and net interest margin to 3.25% and 3.32% respectively for the first nine months of 2016 compared to a net interest rate spread of 2.99% and net interest margin of 3.08% for the prior year period. The increase in the net interest rate spread and margin was primarily due to the increase in the yield of our investments and other interest earning assets.

Provision for Loan Losses. We had a $128,000 credit for loan losses for the nine months ended September 30, 2016 compared to a $55,000 provision for the nine months ended September 30, 2015. The credit was primarily the result of an $86,000 recovery on the discounted payoff of a loan secured by a multi-family property and a $24,000 recovery from a residential construction loan, partially offset by an $11,000 charge-off on a residential loan that was transferred to other real estate owned. Our provision for the nine months ended September 30, 2015 was primarily due to the impact of the $284,000 charge-off taken on a residential property. At September 30, 2016, management concluded that the balance in our allowance for loan losses appropriately reflected the probable incurred credit losses in the portfolio based on an analysis of the Bank’s loss history and other current factors including market values and current economic conditions and trends.

Non-interest Income. For the nine months ended September 30, 2016, non-interest income was $86,000 compared to $290,000 for the nine months ended September 30, 2015. The decrease was primarily due to the $175,000 net gain on the sale of repossessed assets for the nine months ended September 30, 2015. Fees for originating loans for other financial institutions decreased $21,000 for the nine months ended September 30, 2016 compared to the prior year period.

Non-interest Expense. For the nine months ended September 30, 2016, our non-interest expense increased $95,000 or 3.2% compared to the prior year period. Professional fees increased $90,000 primarily due to the $51,000 increase for legal fees, $33,000 for tax and accounting related fees, and $9,000 for other consulting fees. Our other costs increased $135,000 primarily due to a one-time $40,000 operational loss that was below the insurance deductible which is not expected to be recovered, $31,000 for problem loan costs, a $15,000 provision for off balance sheet commitments for the nine months ended September 30, 2016 compared to the $15,000 recovery the prior year period; and $9,000 related to the annual meeting. Our compensation and employee benefit costs decreased $172,000 or 11.8% primarily due to staffing changes and salary adjustments that were implemented in 2015 and the beginning of 2016.

Income Tax. We recorded immaterial amounts for income taxes for the nine months ended September 30, 2016 and 2015.

Non-Performing Assets

The following table sets forth the amounts and categories of our non-performing assets at the dates indicated.

	September 30, 2016			December 31, 2015
	March 31, 2017			December 31, 2016
	(Dollars in thousands)
Non-accrual loans (excluding troubled debt restructurings):
Real estate loans:
One- to four-family residential	$	~~726~~—		$	~~1,030~~726
Multi-family		—			—
Commercial		542			—542
Construction		—			—
Land		—			—
Home equity lines of credit		—239			—241
Commercial business loans		—			—
Automobile loans		—			—
Other consumer loans		—			—
Total non-accrual loans		~~1,268~~781			1,~~030~~509
Loans 90 days or more past due and still accruing:
Real estate loans:
One- to four-family residential		—			—
Multi-family		—			—
Commercial		—			—
Construction		—			—
Land		—			—
Home equity lines of credit		—			—
Commercial business loans		—			—
Automobile loans		—			—
Other consumer loans		—			—
Total loans 90 days or more past due and still accruing		—			—
Non-accruing troubled debt restructurings:
Real estate loans:
One- to four-family residential		5659			6961
Multi-family		~~346~~253			~~346~~284
Commercial		—			—
Construction		—			—
Land		—			—
Home equity lines of credit		—			—
Commercial business loans		—			—
Automobile loans		—			—
Other consumer loans		—			—
Total non-accruing troubled debt restructured loans		~~402~~312			~~415~~345
Total non-performing loans		1,~~670~~093			1,~~445~~854
Repossessed Assets:
Real estate loans:
One- to four-family residential		~~293~~715			—
Multi-family		—			—
Commercial		321			~~389~~321
Construction		—			—
Land		87			87
Home equity lines of credit		—			—
Commercial business loans		—			—
Automobile loans		—			—
Other consumer loans		—			—
Total foreclosed assets		~~701~~1,123			~~476~~408
Total non-performing assets	$	2,~~371~~216		$	12,~~921~~262
Total accruing troubled debt restructured loans	$	1,~~242~~220		$	1,~~549~~231
Ratios:
Non-performing loans and non-performing troubled-debt-restructurings to gross loans		21.9558	%		2.4793	%
Non-performing assets to total assets		2.9748	%		2.2965	%
Non-performing assets and accruing troubled debt restructurings to total assets		43.5285	%		4.1310	%

(1)	Non-performing loans consist of non-accruing loans and non-accruing troubled debt restructurings
(2)	Non-performing assets consist of non-performing loans and repossessed assets

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Analysis of Net Interest Income

Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth average balance sheets, annualized average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.

	Three Months Ended September 30,
	Three Months Ended March 31,
	2016							2015
	2017							2016
	AverageOutstandingBalance		Interest		Yield/Cost			AverageOutstandingBalance		Interest		Yield/Cost
	(Dollars in thousands)
Assets:
Loans	$	5666,~~174~~145	$	~~705~~798		54.0386	%	$	56,~~488~~480	$	~~708~~716		45.9908	%
Securities (1)		8,~~496~~734		3033		1.4251			1110,~~296~~638		3638		1.2645
Other interest-earning assets (2)		1310,~~035~~055		21		0.6384			1714,~~180~~078		1621		0.3761
Total interest-earning assets		7784,~~705~~934	$	~~756~~852		34.9004			8481,~~964~~196	$	~~760~~775		3.5683
Non-interest-earning assets		2,~~819~~749							2,~~359~~133
Total assets	$	8087,~~524~~683						$	8783,~~323~~329
Liabilities and stockholders’ equity:
Savings deposits	$	1112,~~853~~586	$	45		0.15		$	10,~~138~~986	$	4		0.15
Demand deposits		89,~~914~~334		1		0.06			9,~~901~~469		21		0.06
Money market deposits		11,~~881~~567		54		0.15			13,~~313~~287		5		0.15
Certificates of deposit		3338,~~575~~276		7185		0.8490			3734,~~916~~447		8171		0.8582
Total deposits		66,223		81		0.49			71,268		92		0.51
Total interest-bearing deposits		71,763		95		0.53			68,189		81		0.48
Non-interest-bearing deposits		4,558							4,604
Federal Home Loan Bank advances		2,000		9		1.80			—		—		—
Other liabilities		830							1,465
Total interest-bearing liabilities		73,763		104		0.57			68,189		81		0.48
Total liabilities		71,611							77,337
Non-interest-bearing deposits		4,881							4,606
Stockholders’ equity		8,913							9,986
Other liabilities		887							1,041
Total liabilities and stockholders’ equity	$	80,524						$	87,323
Total liabilities		79,531							73,836
Net interest income			$	675						$	668
Stockholders’ equity		8,152							9,493
Net interest rate spread						3.41	%						3.05	%
Total liabilities and stockholders’ equity	$	87,683						$	83,329
Net interest-earning assets	$	11,482						$	13,696
Net interest income			$	748						$	694
Net interest margin						3.48	%						3.13	%
Net interest rate spread						3.47	%						3.35	%
Average of interest-earning assets to interest-bearing Liabilities						117.34	%						119.22	%
Net interest-earning assets	$	11,171						$	13,007
Net interest margin						3.55	%						3.43	%
Average of interest-earning assets to interest-bearing Liabilities						115.14	%						119.07	%

(1) Securities include Federal Home Loan Bank stock with an average balance of $380,000 and $921,000 for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively.

(2)	Other interest earning assets include certificates of deposit in other financial institutions and cash equivalents.

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	Nine Months Ended September 30,
	2016							2015
	AverageOutstandingBalance		Interest		Yield/Cost			AverageOutstandingBalance		Interest		Yield/Cost
	(Dollars in thousands)
Assets:
Loans	$	56,218	$	2,046		4.86	%	$	57,634	$	2,116		4.90	%
Securities (1)		9,432		102		1.44			9,542		95		1.33
Other interest-earning assets (2)		13,711		64		0.62			18,175		35		0.26
Total interest-earning assets		79,361	$	2,212		3.72			85,351	$	2,246		3.51
Non-interest-earning assets		2,447							2,486
Total assets	$	81,808						$	87,837
Liabilities and stockholders’ equity:
Savings deposits	$	11,510	$	13		0.15		$	9,864	$	11		0.15
Demand deposits		9,371		4		0.06			9,878		5		0.06
Money market deposits		12,563		14		0.15			13,367		15		0.15
Certificates of deposit		33,562		207		0.82			38,980		247		0.85
Total deposits		67,006		238		0.47			72,089		278		0.52
Non-interest-bearing deposits		4,641							4,396
Other liabilities		963							1,272
Total liabilities		72,610							77,757
Stockholders’ equity		9,198							10,080
Total liabilities and stockholders’ equity	$	81,808						$	87,837
Net interest income			$	1,974						$	1,968
Net interest rate spread						3.25	%						2.99	%
Net interest-earning assets	$	12,355						$	13,262
Net interest margin						3.32	%						3.08	%
Average of interest-earning assets to interest-bearingLiabilities						118.44	%						118.40	%

(1) Securities include Federal Home Loan Bank stock with an average balance of $921,000 for the nine months ended September 30, 2016 and 2015, respectively.

(2) Other interest earning assets include certificates of deposit in other financial institutions and cash equivalents.

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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of Ben Franklin Financial, Inc.’s interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

	Three Months Ended September 30,2016 vs. 2015									Nine Months Ended September 30,2016 vs. 2015
	Three Months Ended March 31,2017 vs. 2016
	Increase (Decrease)Due to						TotalIncrease			~~Increase (Decrease)Due to~~						~~TotalIncrease(Decrease)~~
	Volume			Rate			(Decrease)			~~Volume~~			~~Rate~~
	(Dollars in thousands)
Interest-earning assets:
Loans	$	(6119	)	$	3(37	)	$	(382	)	$	~~(29~~	)	$	~~(41~~	)	$	~~(70~~	)
Securities		(107	)		42			(65	)		(1	)		8			7
Other interest-earning assets		(47	)		97			5—			~~(10~~	)		39			29
Total interest-earning assets		~~(20~~105	)		16(28	)		(477	)		~~(40~~	)		6			~~(34~~	)
Interest-bearing liabilities:
Savings deposits		—1			—			—1			2			—			2
Demand accounts		(1—	)		—			(1—	)		(1	)		—			(1	)
Money market accounts		—(1	)		—			—(1	)		(1	)		—			(1	)
Certificates of deposit		(97	)		(17	)		~~(10~~14	)		~~(32~~	)		(8	)		~~(40~~	)
Total deposits		~~(10~~7	)		(17	)		~~(11~~14	)		~~(32~~	)		(8	)		~~(40~~	)
Change in net interest income	$	(10	)	$	17		$	7		$	(8	)	$	14		$	6
Federal Home Loan Bank advances		9			—			9
Total interest-bearing liabilities		16			7			23
Change in net interest income	$	89		$	(35	)	$	54

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

This item is not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

We have adopted disclosure controls and procedures designed to facilitate our financial reporting. The disclosure controls currently consist of communications among the President and Chief Executive Officer, the Sr. Vice President and Chief Financial Officer, and each department head to identify any transactions, events, trends, risks, or contingencies which may be material to our operations. Our disclosure controls also contain certain elements of our internal controls adopted in connection with applicable accounting and regulatory guidelines. Our President and Chief Executive Officer and Sr. Vice President and Chief Financial Officer have evaluated the effectiveness of our disclosure controls as of the end of the period covered by this report and found them to be effective. Our President and Chief Executive Officer, Sr. Vice President and Chief Financial Officer, and the Audit Committee also meet on a quarterly basis.

We maintain internal control over financial reporting. There have not been any significant changes in such internal control over financial reporting in the last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—Other Information

Item 1. Legal Proceedings

At ~~September 30~~March 31, ~~2016~~2017 there were no material pending legal proceedings to which the Company or the Bank is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A. Risk Factors

In addition to the other information contained in the Quarterly Report on Form 10-Q, the ~~follow~~following risk ~~factor~~factors represents material updates and additions to the risk factors previously disclosed in our Annual report on Form 10-K for the fiscal year ended December 31, ~~2015as~~2016 as filed with the Securities and Exchange Commission. Additional risks not presently know to us, or that we currently deem immaterial may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause our actual results to differ materially from those expressed in any forward looking statements made by or on behalf of us.

The implementation of our business strategy, which includes significant growth of our loan portfolio, and the requirements of our New Order with the OCC, will require that we raise additional capital. Such capital may not be available on term that are consistent with our business strategy, which could cause our business strategy to fail.

Under the New Order, the Bank is required to maintain a minimum Tier 1 leverage capital ratio of 8.0% and a minimum total risk-based capital ratio of 12.0%. As of March 31, 2017, our Tier 1 leverage ratio and total risk-based capital ratios were 8.1% and 13.2%, respectively. However, as of April 30, 2017, our Tier 1 leverage ratio was below 8%. In addition, our business strategy contemplates significant growth of our loan portfolio. To implement our business strategy and comply with the New Order, we will need to raise additional capital. Our ability to raise capital to meet our minimum capital requirements and to implement our strategic plan will depend on conditions in the capital market at that time, which are outside of our control, and on our financial performance. If we raise additional capital, we may do so on terms that are dilutive (including dilutive on a book value per share and earning per share basis) to our other stockholders. If we cannot raise additional capital when needed on terms that are consistent with the successful implementation of our business strategy, it would affect our operations and could cause our business strategy to be unsuccessful. Under such circumstances, we may explore other options, including the merger or sale of the Company

The New Order requires the Bank to receive regulatory non-objection to a revised Strategic Plan and meet certain minimum capital requirements. As of the date of this filing, the Bank was not in compliance with such requirements of the New Order, which could result in additional regulatory actions that would adversely affect our financial condition and results of operations.

As further discussed in the risk factor above, the Bank is not in compliance with the minimum capital requirements of the New Order. Under the New Order, the Bank is also required to receive regulatory non-objection to a revised Capital and Strategic Plan that, among other things, must identify parameters and triggers that would cause the board of directors to market the Bank for merger or sale, in the event it failed to meet the capital requirements under the New Order. On January 30, 2017, the Bank submitted to the OCC a revised Capital and Strategic Plan, and by letter dated March 2, 2017, the OCC informed the Bank that it would not grant its non-objection to the Capital and Strategic Plan as submitted by the Bank. If the Bank is not able to achieve and maintain compliance with the terms of the New Order, the OCC may institute additional corrective measures and has enforcement power to impose other restrictions on the Bank's operations, including seizure. Only the OCC has authority to determine whether or not the provisions of the New Order have been met.

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A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.

The Financial Accounting Standards Board has adopted Accounting Standard Update 2016-13, which will be effective for Ben Franklin Financial, Inc. and Ben Franklin Bank of Illinois for our first quarter of 2020. This standard , often referred to as “CECL” (~~reflecting ac~~ current expected credit loss model), will require companies to recognize an allowance for credit losses based on estimates of losses expected to be realized over the contractual lives of the loans. Under current U.S .GAAP, companies generally recognize credit losses only when it is probable that a loss has been incurred as of the balance sheet date. The new standard will require us to collect and review increased types and amounts of data for us to determine the appropriate level of allowance for loan losses, and may require us to increase our allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses and have a material adverse effect on our financial condition and results of operations. We are currently evaluating the impact of adopting this standard on our consolidated financial statements.

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

On July 15, 2016, the Company repurchased 1,920 shares of its common stock at a price of $11.00 per share for a total of $21,120. The shares purchased represent the distribution to terminated ESOP participants who exercised their put option under the ESOP plan document. The Company then retired the shares which were returned to authorized but unissued common stock. The price was determine by an appraisal as required by the ESOP plan document.None

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Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

(a) Exhibits

31.1 Rule 13(a) – 14(a) Certification (Chief Executive Officer)

31.2 Rule 13(a) – 14(a) Certification (Chief Financial Officer)

32.1 Section 1350 Certification (Chief Executive Officer and Chief Financial Officer)

101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of ~~September 30~~March 31, ~~2016~~2017 and December 31, ~~2015~~2016, (ii) the Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~2016, (iii) the Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~2016, (iv) the Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017 and ~~2015~~2016, and (v) the notes to the Consolidated Financial Statements

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

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Table of Contents

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.

	BEN FRANKLIN FINANCIAL, INC. (Registrant)
Date: November 10, 2016		/s/ C. Steven Sjogren
Date: May 12, 2017		/s/ C. Steven Sjogren
		C. Steven Sjogren
		President and Chief Executive Officer
Date: May 12, 2017		/s/ Glen A. Miller
		Glen A. Miller
		Senior Vice President and Chief Financial Officer

Date: November 10, 2016						/s/ Glen A. Miller
						Glen A. Miller
						Senior Vice President and Chief Financial Officer

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