UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~September 3130, 2019

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

For the transition period from ______________ to _____________

Commission file number 001-37676

PB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

40 Main Street, Putnam, Connecticut 06260

(Address of principal executive offices)

(Zip Code)

(860) 928-6501

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

PBBI

The NASDAQ Stock Market, LLC

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

x YES ¨ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

x YES ¨ NO

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

Large accelerated filer o¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company o¨

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 x NO

¨As of November 1, 2019, there were 7,447,204 ~~YES x~~shares NOof the registrant’s common stock outstanding.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PBBI		The NASDAQ Stock Market, LLC

As of May 1, 2019, there were 7,447,204 shares of the registrant’s common stock outstanding.

PB Bancorp, Inc.

Table of Contents

		Page No.
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets at March 31, 2019 and June 30, 2018	1
	Consolidated Balance Sheets at September 30, 2019 and June 30, 2019	1
	Consolidated Statements of Net Income for the three and nine months ended March 31, 2019 and 2018	2
	Consolidated Statements of Net Income for the three months ended September 30, 2019 and 2018	2
	Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2019 and 2018	3
	Consolidated Statements of Comprehensive Income for the three months ended September 30, 2019 and 2018	3
	Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended March 31, 2019 and 2018	4
	Consolidated Statements of Changes in Stockholders’ Equity for the three months ended September 30, 2019 and 2018	4
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2019 and 2018	6
	Consolidated Statements of Cash Flows for the three months ended September 30, 2019 and 2018	5
	Notes to Consolidated Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3028
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4339
Item 4.	Controls and Procedures	4339
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	4339
Item 1A.	Risk Factors	4339
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4339
Item 3.	Defaults Upon Senior Securities	4339
Item 4.	Mine Safety Disclosures	4339
Item 5.	Other Information	4339
Item 6.	Exhibits	4339
SIGNATURES		4440

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

PB Bancorp, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			June 30,
	September 30,			June 30,
	2019			~~2018~~2019
	(in thousands except share data)
ASSETS
Cash and due from depository institutions	$	2,~~104~~032		$	42,~~465~~173
Interest-bearing demand deposits with other banks		1342,~~476~~424			523,~~637~~499
Total cash and cash equivalents		1544,~~580~~456			1025,~~102~~672
Securities available-for-sale, at fair value		4037,~~378~~035			4638,~~546~~919
Securities held-to-maturity (fair value of $68,000 as of March 31, 2019 and $81,828 as of June 30, 2018)		68,245			82,816
Securities held-to-maturity (fair value of $58,545 as of September 30, 2019 and $63,858 as of June 30, 2019)		58,092			63,480
Federal Home Loan Bank stock, at cost		3,~~633~~464			43,~~206~~464
Loans		~~371~~375,~~260~~554			~~355~~381,~~213~~080
Less: Allowance for loan losses		(23,~~962~~212	)		(23,~~943~~063	)
Net loans		~~368~~372,~~298~~342			~~352~~378,~~270~~017
Premises and equipment, net		3,~~041~~082			3,~~253~~062
Accrued interest receivable		1,~~475~~400			1,~~361~~559
Other real estate owned		1,~~309~~327			1,~~381~~271
Goodwill		6,912			6,912
Bank-owned life insurance		13,~~178~~355			1213,~~912~~267
Net deferred tax asset		~~278~~386			~~1,691~~443
Other assets		2,~~050~~322			1,~~938~~964
Total assets	$	~~524~~544,~~377~~173		$	~~525~~538,~~388~~030
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest-bearing	$	7072,~~850~~112		$	7173,~~428~~764
Interest-bearing		~~302~~320,~~347~~329			~~300~~310,~~157~~095
Total deposits		~~373~~392,~~197~~441			~~371~~383,~~585~~859
Mortgagors' escrow accounts		1,~~583~~701			3,~~123~~371
Federal Home Loan Bank advances		6260,~~158~~132			6362,~~199~~145
Securities sold under agreements to repurchase		~~796~~1,618			~~664~~804
Other liabilities		2,~~339~~497			2,~~528~~779
Total liabilities		~~440~~458,~~073~~389			~~441~~452,~~099~~958
Stockholders' Equity
Preferred stock, 50,000,000 shares authorized, $0.01 par value, no shares issued and outstanding		-			-
Common stock, 100,000,000 shares authorized, $0.01 par value, 7,447,204 and 7,624,474 shares issued and outstanding at
Common stock, 100,000,000 shares authorized, $0.01 par value, 7,447,204 shares issued and outstanding at September 30, 2019 and June 30, 2019.		74			74
March 31, 2019 and June 30, 2018, respectively.		74			76
Additional paid-in capital		58,649			58,598
Additional paid-in capital		58,548			60,329
Retained earnings		31,073			30,638
Retained earnings		30,284			28,822
Accumulated other comprehensive loss		(155	)		(269	)
Accumulated other comprehensive loss		(521	)		(522	)
Unearned ESOP shares		(3,109	)		(3,146	)
Unearned ESOP shares		(3,183	)		(3,293	)
Unearned stock awards		(748	)		(823	)
Unearned stock awards		(898	)		(1,123	)
Total stockholders' equity		85,784			85,072
Total stockholders' equity		84,304			84,289
Total liabilities and stockholders' equity	$	544,173		$	538,030
Total liabilities and stockholders' equity	$	524,377		$	525,388

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Net Income

(Unaudited)

	Three months ended						~~Nine months ended~~
	March 31,						March 31,
	September 30,
	2019			2018			~~2019~~			~~2018~~
	(in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans	$	3,~~846~~986		$	3,~~360~~575		$	~~11,152~~		$	~~9,844~~
Interest and dividends on investments		~~824~~711			~~926~~866			~~2,505~~			~~2,861~~
Other		28170			2143			~~142~~			82
Total interest and dividend income		4,~~698~~867			4,~~307~~484			~~13,799~~			~~12,787~~
Interest expense:
Deposits and escrow		~~630~~804			~~468~~557			~~1,764~~			~~1,374~~
Borrowed funds		~~304~~297			~~330~~304			~~912~~			~~1,031~~
Total interest expense		~~934~~1,101			~~798~~861			~~2,676~~			~~2,405~~
Net interest and dividend income		3,~~764~~766			3,~~509~~623			~~11,123~~			~~10,382~~
Provision (credit) for loan losses		~~100~~150			50(600	)		~~(500~~	)		~~225~~
Net interest and dividend income after provision (credit)for loan losses		3,664			3,459			11,623			10,157
Net interest and dividend income after provision (credit) for loan losses		3,616			4,223
Non-interest income:
Total other-than-temporary impairment losses on debt securities		-(199	)		-			~~(135~~	)		(2	)
Portion of losses recognized in other comprehensive income		-152			-			~~131~~			1
Net impairment losses recognized in earnings		-(47	)		-			(4	)		(1	)
Fees for services		~~430~~490			~~467~~470			~~1,388~~			~~1,428~~
Mortgage banking activities		410			94			16			12
Net commissions from brokerage services		2449			4725			69			~~127~~
Income from bank-owned life insurance		8788			8889			~~266~~			~~267~~
Gain on sales of securities		-			6			-			7
Gain on sales of other real estate owned, net		97			21
Gain on sales of other real estate owned, net		43			48			150			1
Other income		47			60
Legal settlement		-			-			15			155
Total non-interest income		734			669
Other income		41			70			133			136
Non-interest expense:
Total non-interest income		629			735			2,033			2,132
Compensation and benefits		2,063			1,928
Non-interest expense:
Occupancy and equipment		310			311
Compensation and benefits		1,974			1,871			5,848			5,526
Data processing		300			297
Occupancy and equipment		296			293			897			888
LAN/WAN network		22			25
Data processing		299			269			889			775
Advertising and marketing		41			34
LAN/WAN network		21			30			67			96
FDIC deposit insurance		-			38
Advertising and marketing		46			47			125			146
Other real estate owned		30			64
FDIC deposit insurance		35			41			109			120
Write-down of other real estate owned		-			91
Other real estate owned		65			35			149			157
Other		445			418
Write-down of other real estate owned		-			-			91			14
Total non-interest expense		3,211			3,206
Other		412			431			1,351			1,327
Income before income tax expense		1,139			1,686
Total non-interest expense		3,148			3,017			9,526			9,049
Income tax expense		183			295
Income before income tax expense		1,145			1,177			4,130			3,240
NET INCOME	$	956		$	1,391
Income tax expense		194			212			698			900
Earnings per common share:
NET INCOME	$	951		$	965		$	3,432		$	2,340
Basic	$	0.14		$	0.19
Earnings per common share:
Diluted	$	0.14		$	0.19
Basic	$	0.13		$	0.13		$	0.48		$	0.32
Diluted	$	0.13		$	0.13		$	0.48		$	0.32

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three months ended						~~Nine Months Ended~~
	March 31,						March 31,
	September 30,
	2019			2018			~~2019~~			~~2018~~
	(in thousands)
Net income	$	~~951~~956		$	~~965~~1,391		$	~~3,432~~		$	~~2,340~~
Other comprehensive income (loss):
Reclassification adjustment for gains realized in income (1)		-			(6	)		-			(7	)
Net unrealized holding gains (losses) on available-for-sale securities		251			(136	)
Net unrealized holding gains (losses) on available-for-sale securities		562			(268	)		134			(452	)
Reclassification adjustment for losses on available-for-sale securities realized in income on (1)		47			-
Reclassification adjustment for losses realized in income on available-for-sale securities (2)		-			-			4			1
Non-credit portion of other-than-temporary losses on available-for-sale securities		(152	)		-
Non-credit portion of other-than-temporary losses on available-for-sale securities		-			-			(131	)		(1	)
Other comprehensive income (loss) before tax		146			(136	)
Other comprehensive income (loss) before tax		562			(274	)		7			(459	)
Income tax (loss) benefit related to other comprehensive income (loss)		(32	)		29
Income tax (loss) benefit related to other comprehensive income (loss)		(120	)		107			(6	)		124
Other comprehensive income (loss) net of tax		114			(107	)
Other comprehensive income (loss) net of tax		442			(167	)		1			(335	)
Total comprehensive income	$	1,070		$	1,284
Total comprehensive income	$	1,393		$	798		$	3,433		$	2,005

(1) Reported in ~~gain~~net impairment onlosses ~~sales~~recognized ofin ~~securities~~earnings, included in non-interest income on the consolidated statements of net income. There was ano ~~$2,000~~ income tax ~~provision~~benefit associated with the reclassification adjustment ~~for the three and nine months ended March 31, 2018~~.

(2) Reported in net impairment losses recognized in earnings, included in non-interest income on the consolidated statements of net income. There was a $1,000 income tax benefits associated with the reclassification adjustment for the nine months ended March 31, 2019. There was no income tax benefit associated with the reclassification adjustment for the nine months ended March 31, 2018.

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity ~~for the Nine Months Ended March 31, 2019 and 2018~~

(Unaudited)

	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP Shares			Unearned Stock Awards			Total Stockholders' Equity
	(dollars in thousands, except per share data)
Balances at June 30, 2017	$	78		$	62,243		$	27,195		$	(117	)	$	(3,439	)	$	(1,423	)	$	84,537
Balances at June 30, 2018	$	76		$	60,329		$	28,822		$	(522	)	$	(3,293	)	$	(1,123	)	$	84,289
Comprehensive income		-			-			~~584~~1,391			66(107	)		-			-			~~650~~1,284
Cash dividends declared and paid ($0.04 per share)		-			-			(313	)		-			-			-			(313	)
Cash dividends declared and paid ($0.06 per share)		-			-			(458	)		-			-			-			(458	)
ESOP shares committed to be released (4,504 shares)		-			1016			-			-			3637			-			4653
Common stock repurchased (50,000 shares)		-			(520	)		-			-			-			-			(520	)
Common stock repurchased (1,000 shares)		-			(11	)		-			-			-			-			(11	)
Share-based compensation expense		-			3743			-			-			-			75			~~112~~118
Balances at September 30, 2017	$	78		$	61,770		$	27,466		$	(51	)	$	(3,403	)	$	(1,348	)	$	84,512
Balances at September 30, 2018	$	76		$	60,377		$	29,755		$	(629	)	$	(3,256	)	$	(1,048	)	$	85,275
Comprehensive income		-			-			791			(187	)		-			-			604
Balances at June 30, 2019	$	74		$	58,598		$	30,638		$	(269	)	$	(3,146	)	$	(823	)		85,072
Cash dividends declared and paid ($0.05 per share)		-			-			(388	)		-			-			-			(388	)
Comprehensive income		-			-			956			114			-			-			1,070
ESOP shares committed to be released (4,505 shares)		-			11			-			-			37			-			48
Cash dividends declared and paid ($0.07 per share)		-			-			(521	)		-			-			-			(521	)
Common stock repurchased (5,000 shares)		-			(52	)		-			-			-			-			(52	)
ESOP shares committed to be released (4,505 shares)		-			15			-			-			37			-			52
Share-based compensation expense		-			3736			-			-			-			75			~~112~~111
Balances at December 31, 2017	$	78		$	61,766		$	27,869		$	(238	)	$	(3,366	)	$	(1,273	)	$	84,836
Balances at September 30, 2019	$	74		$	58,649		$	31,073		$	(155	)	$	(3,109	)	$	(748	)	$	85,784
Comprehensive income		-			-			965			(214	)		-			-			751
Cash dividends declared and paid ($0.05 per share)		-			-			(389	)		-			-			-			(389	)
ESOP shares committed to be released (4,504 shares)		-			11			-			-			37			-			48
Common stock repurchased (127,620 shares)		(2	)		(1,327	)		-			-			-			-			(1,329	)
Cancellation of shares for tax withholding (2,646 shares)		-			(28	)		-			-			-			-			(28	)
Share-based compensation expense		-			37			-			-			-			75			112
Reclassification related to Tax Cuts and Jobs Act (Note 4)		-			-			47			(47	)		-			-			-
Balances at March 31, 2018	$	76		$	60,459		$	28,492		$	(499	)	$	(3,329	)	$	(1,198	)	$	84,001

See accompanying notes to consolidated financial statements.

	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Unearned ESOP Shares			Unearned Stock Awards			Total Stockholders' Equity
	(dollars in thousands, except per share data)
Balances at June 30, 2018	$	76		$	60,329		$	28,822		$	(522	)	$	(3,293	)	$	(1,123	)	$	84,289
Comprehensive income		-			-			1,391			(107	)		-			-			1,284
Cash dividends declared and paid ($0.06 per share)		-			-			(458	)		-			-			-			(458	)
ESOP shares committed to be released (4,504 shares)		-			16			-			-			37			-			53
Common stock repurchased (1,000 shares)		-			(11	)		-			-			-			-			(11	)
Share-based compensation expense		-			43			-			-			-			75			118
Balances at September 30, 2018	$	76		$	60,377		$	29,755		$	(629	)	$	(3,256	)	$	(1,048	)	$	85,275
Comprehensive income		-			-			1,090			(334	)		-			-			756
Cash dividends declared and paid ($0.13 per share)		-			-			(991	)		-			-			-			(991	)
ESOP shares committed to be released (4,505 shares)		-			14			-			-			37			-			51
Common stock repurchased (174,983 shares)		(2	)		(1,914	)		-			-			-			-			(1,916	)
Share-based compensation expense		-			36			-			-			-			75			111
Balances at December 31, 2018	$	74		$	58,513		$	29,854		$	(963	)	$	(3,219	)	$	(973	)	$	83,286
Comprehensive income		-			-			951			442			-			-			1,393
Cash dividends declared and paid ($0.07 per share)		-			-			(521	)		-			-			-			(521	)
ESOP shares committed to be released (4,505 shares)		-			13			-			-			36			-			49
Cancellation of shares for tax withholding (1,287 shares)		-			(14	)		-			-			-			-			(14	)
Share-based compensation expense		-			36			-			-			-			75			111
Balances at March 31, 2019	$	74		$	58,548		$	30,284		$	(521	)	$	(3,183	)	$	(898	)	$	84,304

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months
	For the three months
	ended March 31,
	ended September 30,
	2019			2018
	(in thousands)
Cash flows from operating activities
Net income	$	~~3,432~~956		$	21,~~340~~391
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of securities premiums, net		~~322~~97			~~409~~113
Gain on sale of securities		-			(7	)
Impairment losses on securities		47			-
Impairment losses on securities		4			1
Amortization of deferred loan costs, net		64			84
Amortization of deferred loan costs, net		184			178
Provision (credit) for loan losses		150			(600	)
(Credit) provision for loan losses		(500	)		225
Gain on sale of other real estate owned, net		(97	)		(21	)
Gain on sale of other real estate owned, net		(150	)		(1	)
Write-down of other real estate owned		-			91
Write-down of other real estate owned		91			14
Depreciation and amortization - premises and equipment		83			83
Loss on sale of premises and equipment		1			1
Amortization - software		2			1
Depreciation and amortization - premises and equipment		249			245
Increase in accrued interest receivable and other assets		(201	)		(767	)
Amortization - software		5			7
Income from bank-owned life insurance		(88	)		(89	)
Increase in accrued interest receivable and other assets		(231	)		(83	)
Decrease in other liabilities		(282	)		(403	)
Income from bank-owned life insurance		(266	)		(267	)
Share-based compensation expense		111			118
Decrease in other liabilities		(189	)		(108	)
Deferred tax expense		25			850
Share-based compensation expense		340			336
ESOP expense		52			53
Deferred tax expense		1,407			345
Net cash provided by operating activities		919			904
ESOP expense		153			142
Net cash provided by operating activities		4,852			3,777
Cash flows from investing activities
Proceeds from sales of available-for-sale securities		-			3,626
Proceeds from calls, pay downs and maturities of available-for-sale securities		1,940			1,834
Proceeds from calls, pay downs and maturities of available-for-sale securities		6,025			5,604
Proceeds from calls, pay downs and maturities of held-to-maturity securities		5,334			5,827
Proceeds from calls, pay downs and maturities of held-to-maturity securities		14,395			22,021
Net loan principal repayments		7,151			4,062
Redemption (purchase) of Federal Home Loan Bank stock, net		573			(133	)
Loan purchases		(1,955	)		-
Net loan principal originations		(16,747	)		(18,777	)
Recoveries of loans previously charged off		8			571
Loan purchases		-			(21,480	)
Proceeds from sale of other real estate owned		298			126
Recoveries of loans previously charged off		592			50
Capital expenditures - premises and equipment		(103	)		(7	)
Proceeds from sale of other real estate owned		574			779
Net cash provided by investing activities		12,673			12,413
Capital expenditures - premises and equipment		(38	)		(95	)
Net cash provided by (used in) investing activities		5,374			(8,405	)
Cash flows from financing activities
Net increase in deposit accounts		1,612			5,198
Net increase (decrease) in deposit accounts		8,582			(4,444	)
Net decrease in mortgagors' escrow accounts		(1,~~540~~670	)		(1,~~096~~625	)
Proceeds from issuance of long-term Federal Home Loan Bank advances		-			25,730
Repayment of long-term Federal Home Loan Bank advances		(2,013	)		(1,013	)
Repayment of long-term Federal Home Loan Bank advances		(1,040	)		(28,018	)
Net increase in securities sold under agreements to repurchase		814			862
Change in short term Federal Home Loan Bank advances, net		-			6,000
Cash dividends paid on common stock		(521	)		(458	)
Net increase (decrease) in securities sold under agreements to repurchase		131			(827	)
Common stock repurchased		-			(11	)
Cash dividends paid on common stock		(1,970	)		(1,090	)
Net cash provided by (used in) financing activities		5,192			(6,689	)
Common stock repurchased		(1,927	)		(1,901	)
Net increase in cash and cash equivalents		18,784			6,628
Cancellation of shares for tax withholding		(14	)		(28	)
Cash and cash equivalents at beginning of year		25,672			10,102
Net cash (used in) provided by financing activities		(4,748	)		3,968
Cash and cash equivalents at end of period	$	44,456		$	16,730
Net increase (decrease) in cash and cash equivalents		5,478			(660	)
Cash and cash equivalents at beginning of year		10,102			10,173
Cash and cash equivalents at end of period	$	15,580		$	9,513
Supplemental disclosures
Cash paid during the period for:
Interest	$	21,~~628~~008		$	~~2,402~~803
Income taxes (refunded) paid		(701	)		370
Income taxes paid		351			1
Loans transferred to other real estate owned		~~443~~257			~~359~~156

See accompanying notes to consolidated financial statements.

PB Bancorp, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – Organization

PB Bancorp, Inc. (the “Company”) is a Maryland corporation incorporated in 2015 to be the successor to PSB Holdings, Inc. upon completion of the second-step mutual-to-stock conversion (the “Conversion”) of Putnam Bancorp, MHC (the “MHC”), the top tier mutual holding company of PSB Holdings, Inc. PSB Holdings, Inc. was the former mid-tier holding company for Putnam Bank (the “Bank”). Prior to completion of the Conversion, a majority of the shares of common stock of PSB Holdings, Inc. were owned by the MHC. In conjunction with the Conversion, the MHC and PSB Holdings, Inc. merged into the Company and the Company became PSB Holdings, Inc.’s successor. The Conversion was completed on January 7, 2016. The Company raised gross proceeds of $33.7 million in the related stock offering. Concurrent with the completion of the stock offering, each share of PSB Holdings, Inc. stock owned by public stockholders (stockholders other than the MHC) was exchanged for 1.1907 shares of Company common stock. The Conversion was accounted for as a capital raising transaction by entities under common control. The historical financial results of the MHC were immaterial to the results of the Company and therefore the net assets of the MHC were reflected as an increase to stockholders’ equity.

Acquisition

On October 22, 2019, the Company, Putnam Bank and Centreville Bank announced they had entered into a definitive agreement under which Centreville Bank will acquire the Company and Putnam Bank in an all cash transaction valued at approximately $115.5 million. The Company’s stockholders will receive $15.25 for each share of Company common stock that they own. The transaction is expected to close in the first or second quarter of 2020 and is subject to customary closing conditions, including the approval of the Company’s stockholders and required regulatory approvals. However, it is possible that factors outside the control of both companies, including whether or when the required regulatory approvals will be received, could result in the merger being completed at a different time or not at all.

NOTE 2 – Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and the instructions to Form 10-Q, and accordingly do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments necessary, consisting of only normal recurring accruals and the elimination of all significant intercompany accounts, to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily indicative of the operating results to be expected for future periods, including the fiscal year ending June 30, ~~2019~~2020. These financial statements should be read in conjunction with the ~~2018~~2019 consolidated financial statements and notes thereto included in PB Bancorp, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (‘’SEC’’) on September 2126, ~~2018~~2019.

NOTE 3 – Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which supersedes the requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. The amendments in this Update are effective for companies that qualify as “smaller reporting companies” under SEC regulations, like the Company, fiscal years beginning after December 1531, 2018, including interim periods within those fiscal years. Early application of the amendments in this Update is permitted for all entities. It isBased ~~expected that assets and liabilities will increase based~~ on the ~~present value of remaining lease payments for leases in place at the adoption date; however, based on the~~ current level of long-term leases in place, ~~this~~adoption isof ~~not~~this ~~expected~~guideline towas benot material to to the Company’s results of operations or financial position.

7In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires entities to measure all expected credit losses for certain financial assets (such as loans and held-to-maturity securities) held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments in this Update are effective for companies that qualify as “smaller reporting companies” under SEC regulations, like the Company, fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. However, the FASB recently voted to propose delaying the standard by three years for small reporting companies, which includes Putnam Bank. Management is currently working to implement these requirements to determine the potential impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires entities to measure all expected credit losses for certain financial assets (such as loans and held-to-maturity securities) held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently working to implement these requirements to determine the potential impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, an entity will be required to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized will not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity will consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. For public business entities, the amendments are effective for annual and any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. Early adoption is permitted. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which amends the disclosure requirements by adding, changing, or removing certain disclosures about recurring or non-recurring fair value measurements. This ASU will be effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this update will not have a significant impact on the consolidated financial statements.

~~Note~~ NOTE 4 -– Critical Accounting Policies

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

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

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

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, residential construction, commercial and consumer/other. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume and terms of loans; concentrations; changes in lending policies and procedures; experience/ability/depth of lending management and staff; loan rating migration; the effect of other external factors; changes in the value of underlying collateral; changes in the loan review system and national and local economic trends and conditions. The Company calculates historical losses using a five-year rolling average, which is considered indicative of the risk in the Company’s current loan portfolio. There were no changes in the Company’s policies or methodology pertaining to the general component of the allowance for loan losses through ~~March~~September 3130, 2019.

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

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

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

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

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

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

Specific component

The specific component relates to loans that are classified as impaired. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent or foreclosure is probable. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer/other and residential real estate loans for impairment disclosures, unless such loans are non-accrual or subject to a troubled debt restructuring (“TDR”) agreement.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

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

Unallocated component

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

Goodwill. Goodwill is measured as the excess of the cost of a business acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. Goodwill is not amortized but is subject to a review of qualitative factors annually or more frequently if circumstances warrant, to determine if an impairment test is required. If required, the Company uses the following two-step approach for reviewing goodwill for impairment:

The first step (“Step 1”) is used to identify potential impairment, and involves comparing the reporting unit’s (the consolidated Company) estimated fair value to its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not deemed to be impaired. Should the carrying amount of the reporting unit exceed its estimated fair value, an indicator of impairment is deemed to exist and a second step is performed to measure the amount of such impairment, if any. The second step (“Step 2”) involves calculating the implied fair value of goodwill. The implied fair value of goodwill is determined in a manner similar to how the amount of goodwill is determined in a business combination (i.e. by measuring the excess of the estimated fair value, as determined in Step 1, over the aggregate estimated fair values of the individual assets, liabilities, and identifiable intangibles as of the impairment testing date). If the implied fair value of goodwill exceeds the carrying amount of goodwill assigned to the reporting unit, no impairment exists. If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recorded in an amount equal to such excess. An impairment loss cannot exceed the carrying amount of goodwill, and the loss (write-down) establishes a new carrying amount for the goodwill. Subsequent reversal of goodwill impairment losses is not permitted. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which are dependent on internal forecasts, estimation of the long-term rate of growth, the period over which cash flows will occur, and determination of our cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions related to goodwill impairment.

Other-Than-Temporary Impairment of Securities. Each reporting period, the Company evaluates all securities classified as available-for-sale or held-to-maturity, with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”).

OTTI is required to be recognized if (1) the Company intends to sell the security; (2) it is “more likely than not” that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. Prior to July 1, 2018, marketable equity securities were evaluated for OTTI based on the severity and duration of the impairment and, if deemed to be other than temporary, the declines in fair value were reflected in earnings as realized losses. For impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI through earnings. For all other impaired debt securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income, net of applicable taxes.

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

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (the “Act”). The Act includes a number of changes in existing tax law impacting businesses including, among other things, a permanent reduction in the corporate income tax rate from 34% to 21%, effective on January 1, 2018. As a result of this rate reduction, the Company revalued its net deferred tax asset as of December 22, 2017 resulting in a reduction in the value of the net deferred tax asset of $211,000, which was recorded as additional tax expense in the Company’s consolidated statements for the three months ended December 31, 2017. Included in the additional tax expense is $47,000 related to net unrealized losses on securities available-for-sale. The accounting treatment effectively stranded $47,000 of deferred tax items in accumulated other comprehensive income. The Company has developed a reasonable estimate of the other provisions of the Act in determining the current year income tax provision.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”), which allows a reclassification from AOCI to retained earnings to eliminate the stranded tax effects resulting from the Act. As permitted, the Company early adopted the ASU and recorded a $47,000 increase in retained earnings and corresponding decrease in AOCI as of January 1, 2018.

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

1110

NOTE 5 – Earnings Per Share (EPS)

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

The following information was used in the computation of EPS on both a basic and diluted basis for the three ~~and nine~~ months ended ~~March~~September 3130, 2019:

	Three months ended March 31,				Nine months ended March 31,
	Three months ended September 30,
	2019		2018		~~2019~~		~~2018~~
Net income	$	~~951~~956,000	$	~~965~~1,391,000	$	~~3,432,000~~	$	~~2,340,000~~
Weighted average common shares applicable to basic EPS		7,~~052~~059,~~135~~885		7,~~295~~218,~~257~~179		~~7,157,017~~		~~7,341,827~~
Effect of dilutive potential common shares		-12,064		-8,611		~~2,870~~		-
Weighted average common shares applicable to diluted EPS		7,~~052~~071,~~135~~949		7,~~295~~226,~~257~~790		~~7,159,887~~		~~7,341,827~~
Earnings per share:
Basic	$	0.1314	$	0.1319	$	~~0.48~~	$	~~0.32~~
Diluted	$	0.1314	$	0.1319	$	~~0.48~~	$	~~0.32~~

For the three months ended ~~March 31,~~September ~~2019~~30, ~~options to purchase 387,330 shares were outstanding but not included in the computation of earnings per share because~~ ~~they~~2019 ~~were~~and ~~anti-dilutive. For the nine months ended March 31~~2018, ~~2019,~~ there were ~~258,220~~no ~~anti-dilutive~~antidilutive options not being included in the computation of diluted earnings per share. ~~For the three and nine months ended March 31, 2018, options to purchase 392,330 shares were outstanding but not included in the computation of earnings per share because they were anti-dilutive.~~

1211

NOTE 6 – Investment Securities

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

	Amortized		Gross Unrealized					Fair
	Cost Basis		Gains		(Losses)			Value
	(in thousands)
March 31, 2019:
September 30, 2019:
Available-for-sale:
Debt securities:
U.S. government and government-sponsored securities:
After ten years	$	2,~~640~~088	$	-	$	(7668	)	$	2,~~564~~020
Corporate bonds:
Due from five through ten years		3,999		-		(~~312~~307	)		3,~~687~~692
U.S. Government-sponsored and guaranteed mortgage-backed securities:
From one through five years		5,497		6		(64	)		5,439
Due from one through five years		4,505		16		(3	)		4,518
From five through ten years		1,~~214~~085		-		(173	)		1,~~197~~082
After ten years		1513,~~102~~167		~~112~~111		(~~215~~62	)		1413,~~999~~216
		21,813		118		(296	)		21,635
		18,757		127		(68	)		18,816
Non-agency mortgage-backed securities:
Due after ten years		2,~~590~~386		~~400~~398		(~~381~~277	)		2,~~609~~507
Other securities:
Other debt securities:
Auction rate preferred:
Due from five through ten years		8,000		-		~~(117~~-	)		78,~~883~~000
After ten years		2,000		-		-			2,000
		10,000		-		~~(117~~-	)		910,~~883~~000
Total available-for-sale securities	$	4137,~~042~~230	$	~~518~~525	$	(~~1,182~~720	)	$	4037,~~378~~035
Held-to-maturity:
U.S. government and government-sponsored securities:
Due in one year or less	$	43,~~999~~991	$	-19	$	~~(20~~-	)	$	4,~~979~~010
From one through five years		987		20		-			1,007
After ten years		4,150		32		-			4,182
After ten years		4,378		-		(135	)		4,243
		8,141		51		-			8,192
		10,364		20		(155	)		10,229
State agency and municipal obligations
State agency and municipal obligations From one through five years		442		-		(8	)		434
From one through five years		439		-		-			439
U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		~~503~~329		7		(1-	)		~~509~~336
From five through ten years		109,~~238~~627		1666		(~~136~~26	)		109,~~118~~667
After ten years		4639,~~698~~556		~~458~~492		(~~446~~137	)		4639,~~710~~911
		57,439		481		(583	)		57,337
		49,512		565		(163	)		49,914
Total held-to-maturity securities	$	6858,~~245~~092	$	~~501~~616	$	(~~746~~163	)	$	6858,~~000~~545

	Amortized		Gross Unrealized					Fair
	Cost Basis		Gains		(Losses)			Value
	(in thousands)
June 30, 2019:
Available-for-sale:
Debt securities:
U.S. government and government-sponsored securities:
Due after ten years	$	2,310	$	-	$	(68	)	$	2,242


Corporate bonds:
Due from five through ten years		3,999		-		(323	)		3,676


U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		5,066		13		(5	)		5,074
From five through ten years		1,147		-		(5	)		1,142
After ten years		14,235		118		(117	)		14,236
		20,448		131		(127	)		20,452

Non-agency mortgage-backed securities:
Due after ten years		2,503		410		(340	)		2,573

Other debt securities:
Auction rate preferred:
Due from five through ten years		8,000		-		(24	)		7,976
After ten years		2,000		-		-			2,000

		10,000		-		(24	)		9,976
Total available-for-sale securities	$	39,260	$	541	$	(882	)	$	38,919

Held-to-maturity:
U.S. government and government-sponsored securities:
Due in one year or less	$	4,000	$	-	$	(4	)	$	3,996
From one through five years		989		22		-			1,011
After ten years		4,379		-		(2	)		4,377
		9,368		22		(6	)		9,384

State agency and municipal obligations
Due from one through five years		440		-		(2	)		438


U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		411		9		-			420
From five through ten years		9,636		24		(37	)		9,623
After ten years		43,625		543		(175	)		43,993
		53,672		576		(212	)		54,036

Total held-to-maturity securities	$	63,480	$	598	$	(220	)	$	63,858

There were no sales of available-for-sale securities for the three months ended September 30, 2019 and 2018. Gains and losses on the sales of securities are recorded on the trade date and are determined using the specific identification method. There were other-than-temporary impairment charges on available-for-sale securities realized in income during the three months ended September 30, 2019 of $47,000 and no other-than-temporary charges during the three months ended September 30, 2018. The write-downs for the three months ended September 30, 2019 included total other-than-temporary impairment losses on non-agency mortgage-backed securities of $199,000, net of $152,000 recognized in other comprehensive loss, before taxes.

	Amortized		Gross Unrealized					Fair
	Cost Basis		Gains		(Losses)			Value
	(in thousands)
June 30, 2018:
Available-for-sale:
Debt securities:
U.S. government and government-sponsored securities:
Due in one year or less	$	1,000	$	-	$	(4	)	$	996
After ten years		3,419		-		(87	)		3,332
		4,419		-		(91	)		4,328
Corporate bonds:
Due from five through ten years		1,999		-		(129	)		1,870
After ten years		2,000		-		(140	)		1,860
		3,999		-		(269	)		3,730
U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		3,135		-		(125	)		3,010
From five through ten years		4,919		-		(95	)		4,824
After ten years		17,688		135		(406	)		17,417
		25,742		135		(626	)		25,251
Non-agency mortgage-backed securities:
Due after ten years		3,057		483		(303	)		3,237
Other securities:
Auction rate preferred:
Due from five through ten years		8,000		-		-			8,000
After ten years		2,000		-		-			2,000
		10,000		-		-			10,000
Total available-for-sale securities	$	47,217	$	618	$	(1,289	)	$	46,546
Held-to-maturity:
U.S. government and government-sponsored securities:
Due in one year or less	$	2,001	$	-	$	(9	)	$	1,992
From one through five years		4,976		25		(33	)		4,968
After ten years		4,796		-		(189	)		4,607
		11,773		25		(231	)		11,567
State agency and municipal obligations
Due from one through five years		446		-		(14	)		432
U.S. Government-sponsored and guaranteed mortgage-backed securities:
Due from one through five years		846		5		(8	)		843
From five through ten years		12,123		14		(384	)		11,753
After ten years		57,628		518		(913	)		57,233
		70,597		537		(1,305	)		69,829
Total held-to-maturity securities	$	82,816	$	562	$	(1,550	)	$	81,828

There were no sales of available-for-sale securities for the three and nine months ended March 31, 2019. There were net gains on the sales of securities of $6,000 for the three months ended March 31, 2018 and $7,000 for the nine months ended March 31, 2018. Gains and losses on the sales of securities are recorded on the trade date and are determined using the specific identification method. There were no other-than-temporary impairment charges on available-for-sale securities realized in income during the three months ended March 31, 2019 or 2018. There were $4,000 in other-than temporary impairment losses during the nine months ended March 31, 2019 and $1,000 in other-than impairment losses during the nine months ended March 31, 2018. The write-downs for the nine months ended March 31, 2019 included total other-than-temporary impairment losses on non-agency mortgage-backed securities of $135,000, net of $131,000 recognized in other comprehensive loss, before taxes.

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

	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(in thousands)
March 31, 2019:
September 30, 2019:
Available-for-sale:
U.S. Government and government-sponsored securities	$	-	$	-	$	2,~~564~~020	$	7668	$	2,~~564~~020	$	7668
Corporate bonds		-		-		3,~~687~~692		~~312~~307		3,~~687~~692		~~312~~307
U.S. Government-sponsored and guaranteed mortgage-backed securities		-2,266		-12		165,~~215~~944		~~296~~56		168,~~215~~210		~~296~~68
Other securities		2,883		117		-		-		2,883		117
Total temporarily impaired available-for-sale		2,266		12		11,656		431		13,922		443
Total temporarily impaired available-for-sale		2,883		117		22,466		684		25,349		801
Held-to-maturity:
U.S. Government and government-sponsored securities		-		-		91,~~222~~000		~~155~~-		91,~~222~~000		~~155~~-
State and political subdivisions		-439		-		~~434~~-		8-		~~434~~439		8-
U.S. Government-sponsored and guaranteed mortgage-backed securities		586,427		-23		3717,~~518~~585		~~583~~140		3724,~~576~~012		~~583~~163
Total temporarily impaired held-to-maturity		586,866		-23		4718,~~174~~585		~~746~~140		4725,~~232~~451		~~746~~163
Other-than-temporarily impaired debt securities (1):
Non-agency mortgage-backed securities		~~268~~265		1312		~~947~~952		~~368~~265		1,~~215~~217		~~381~~277
Total temporarily-impaired and other-than-temporarily impaired securities	$	39,~~209~~397	$	~~130~~47	$	7031,~~587~~193	$	~~1,798~~836	$	7340,~~796~~590	$	~~1,928~~883
		Less than 12 months				12 months or more				Total
		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
		Value		Losses		Value		Losses		Value		Losses
		(in thousands)
June 30, 2019:
Available-for-sale:
U.S. Government and government-sponsored securities	$	-	$	-	$	2,242	$	68	$	2,242	$	68
Corporate bonds		-		-		3,676		323		3,676		323
U.S. Government-sponsored and guaranteed mortgage-backed securities		1,425		7		13,576		120		15,001		127
Other securities		2,976		24		-		-		2,976		24
Total temporarily impaired available-for-sale		4,401		31		19,494		511		23,895		542
Held-to-maturity:
U.S. Government and government-sponsored securities		-		-		8,373		6		8,373		6
State and political subdivisions		-		-		438		2		438		2
U.S. Government-sponsored and guaranteed mortgage-backed securities		-		-		29,400		212		29,400		212
Total temporarily impaired held-to-maturity		-		-		38,211		220		38,211		220
Other-than-temporarily impaired debt securities (1):
Non-agency mortgage-backed securities		268		11		947		329		1,215		340
Total temporarily-impaired and other-than-temporarily impaired securities	$	4,669	$	42	$	58,652	$	1,060	$	63,321	$	1,102

	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(in thousands)
June 30, 2018:
Available-for-sale:
U.S. Government and government-sponsored securities	$	-	$	-	$	4,328	$	91	$	4,328	$	91
Corporate bonds		-		-		3,730		269		3,730		269
U.S. Government-sponsored and guaranteed mortgage-backed securities		7,331		123		14,914		503		22,245		626
Total temporarily impaired available-for-sale		7,331		123		22,972		863		30,303		986
Held-to-maturity:
U.S. Government and government-sponsored securities		5,956		42		4,606		189		10,562		231
State and political subdivisions		432		14		-		-		432		14
U.S. Government-sponsored and guaranteed mortgage-backed securities		34,387		708		16,880		597		51,267		1,305
Total temporarily impaired held-to-maturity		40,775		764		21,486		786		62,261		1,550
Other-than-temporarily impaired debt securities (1):
Non-agency mortgage-backed securities		-		-		1,134		303		1,134		303
Total temporarily-impaired and other-than-temporarily impaired securities	$	48,106	$	887	$	45,592	$	1,952	$	93,698	$	2,839

(1)

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

1514

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

At ~~March~~September 3130, 2019, there were 8050 individual investment securities with aggregate depreciation of 2.61% from the Company’s amortized cost basis. Management has the intent and ability to hold these securities until cost recovery occurs and considers these declines to be temporary.

The unrealized losses on the Company’s investment in U.S. Government-sponsored agency bonds and U.S. government-guaranteed and government-sponsored residential mortgage-backed securities were primarily caused by interest rate fluctuations. These investments are guaranteed or sponsored by the U.S. government or an agency thereof. Accordingly, it is expected that the securities would not be settled at a price less than the par value of the investment. Because the decline in market value is attributable to changes in interest rates and not to credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at ~~March~~September 3130, 2019.

The Company’s unrealized losses on investments in corporate bonds and other securities relate to investments in companies within the financial services sector. As of ~~March~~September 3130, 2019, the Company had three investments in corporate single-issuer trust preferred securities (TRUPs) with a total book value of $4.0 million and total fair value of $3.7 million, all of which were classified as available-for-sale. The single-issuer trust preferred investments are evaluated for other-than-temporary impairment by performing a present value of cash flows calculation each quarter. None of the issuers have deferred interest payments or announced the intention to defer interest payments. The Company believes the decline in fair value is related to the spread over three-month LIBOR, on which the quarterly interest payments are based, as the spread over LIBOR being received is significantly lower than current market spreads. Management concluded the impairment of these investments was considered temporary and asserts that the Company does not have the intent to sell these investments and that it is more likely than not it will not have to sell the investments before recovery of their cost bases which may be at maturity.

At ~~March~~September 3130, 2019, there was one state and political subdivision security that had an unrealized loss of 10.81% from the Company’s amortized cost basis. We believe the unrealized loss was primarily caused by interest rate fluctuations. This security is guaranteed by a school district located in Texas. Because the decline in market value is attributable to changes in interest rates and not to credit quality, and because the Company does not intend to sell the investment and it is not more likely than not that the Company will be required to sell the investments before recovery of its amortized cost basis, which may be at maturity, the Company does not consider this investment to be other-than-temporarily impaired at ~~March~~September 3130, 2019.

For the ~~nine~~three months ended ~~March~~September 3130, 2019, there was $447,000 in other-than-temporary impairment losses recognized in earnings. There were no other-than-temporary impairment losses for the three months ended ~~March~~September 3130, ~~2019~~2018. The other-than-temporary impairment losses were on non-agency mortgage-backed securities. The Company estimates the portion of possible loss attributable to credit loss using a discounted cash flow model. Significant inputs include the estimated cash flows of the underlying loans based on key assumptions, such as default rate, loss severity and prepayment rate. Assumptions can vary widely from security to security, and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. The present value of the expected cash flows is compared to the Company’s amortized cost basis to determine if there was a credit-related impairment loss. Based on the expected cash flows derived from the model, the Company expects to recover the remaining unrealized losses on ~~these~~ these securities.

1615

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

	Nine months ended
	Three months ended
	March 31,
	September 30,
	2019		2018
	(in thousands)
Balance at beginning of period	$	1516,~~983~~016	$	15,~~982~~983
Additional credit losses on securities for which an other-than-temporary impairment charge was previously recorded		447		1-
Balance at end of period	$	1516,~~987~~063	$	15,983

NOTE 7 – Loans

The following table sets forth the composition of our loan portfolio at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019:

	March 31,			June 30,
	September 30,			June 30,
	2019			~~2018~~2019
	(in thousands)
Real Estate:
Residential (1)	$	~~225~~216,~~335~~101		$	~~236~~221,~~880~~488
Commercial		~~130~~144,~~860~~360			~~101~~145,~~647~~694
Residential construction		1,~~896~~974			21,~~217~~476
Commercial		11,~~077~~216			1210,~~215~~298
Consumer and other		~~848~~785			~~831~~968
Total loans		~~370~~374,~~016~~436			~~353~~379,~~790~~924
Net deferred loan costs		1,~~244~~118			1,~~423~~156
Allowance for loan losses		(23,~~962~~212	)		(23,~~943~~063	)
Loans, net	$	~~368~~372,~~298~~342		$	~~352~~378,~~270~~017

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

Credit Quality Information

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

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

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

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

1716

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

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

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

The following table presents the Company’s loan classes by internally assigned grades at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019:

	Residential		Commercial		Residential				Consumer
	Real Estate		Real Estate		Construction		Commercial		and other		Total
	(in thousands)
March 31, 2019
September 30, 2019
Grade:
Pass	$	~~221~~211,~~824~~480	$	~~129~~141,~~099~~541	$	1,~~896~~974	$	10,~~095~~293	$	~~848~~785	$	~~363~~366,~~762~~073
Special Mention		-1,384		~~430~~1,567		-		-		-		~~430~~2,951
Substandard		3,~~511~~237		1,~~331~~252		-		~~982~~923		-		5,~~824~~412
Doubtful		-		-		-		-		-		-
Loss		-		-		-		-		-		-
Total	$	~~225~~216,~~335~~101	$	~~130~~144,~~860~~360	$	1,~~896~~974	$	11,~~077~~216	$	~~848~~785	$	~~370~~374,~~016~~436
June 30, 2018
June 30, 2019
Grade:
Pass	$	~~232~~217,~~919~~800	$	98142,~~626~~829	$	21,~~217~~476	$	119,~~157~~355	$	~~830~~968	$	~~345~~372,~~749~~428
Special Mention		2-		~~698~~1,557		-		~~1,058~~-		-		1,~~758~~557
Substandard		3,~~959~~688		21,~~323~~308		-		-943		1-		65,~~283~~939
Doubtful		-		-		-		-		-		-
Loss		-		-		-		-		-		-
Total	$	~~236~~221,~~880~~488	$	~~101~~145,~~647~~694	$	21,~~217~~476	$	1210,~~215~~298	$	~~831~~968	$	~~353~~379,~~790~~924

Modifications deemed to be troubled debt restructures were not material for the ~~nine~~three months ended ~~March~~September 3130, 2019 and 2018.

There were no material troubled debt restructurings that subsequently defaulted (defined as 30 or more days past due subsequent to restructuring) within one year of modification during the three ~~and nine~~ months ended ~~March~~September 3130, 2019 and 2018.

1817

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

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

	At March 31,			At June 30,
	At September 30, 2019			At June 30, 2019
	2019			2018
	(Dollars in thousands)
Non-accrual loans:
Real Estate:
Residential	$	3,~~511~~237		$	3,~~959~~530
Commercial		~~272~~526			~~432~~260
Consumer		-			1-
Total non-accrual loans		3,~~783~~763			43,~~392~~790
Accruing loans past due 90 days or more		-			32
Accruing loans past due 90 days or more:
Total non-performing loans		3,783			4,424
Real Estate:
Other real estate owned		1,309			1,381
Residential		-			159
Total non-performing assets	$	5,092		$	5,805
Commercial		-			279
Total non-performing loans to total loans		1.02	%		1.25	%
Total accruing loans past due 90 days or more		-			438
Total non-performing assets to total assets		0.97	%		1.10	%
Total non-performing loans		3,763			4,228
Other real estate owned		1,327			1,271
Total non-performing assets	$	5,090		$	5,499
Total non-performing loans to total loans		1.00	%		1.11	%
Total non-performing assets to total assets		0.94	%		1.02	%

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

The following table sets forth information regarding past due loans at September 30, 2019 and June 30, 2019:

	30–59 Days Past Due		60–89 Days Past Due		90 days or Greater Past Due		Total Past Due
	(in thousands)
At September 30, 2019
Real Estate:
Residential	$	245	$	392	$	446	$	1,083
Commercial		-		-		278		278
Consumer and other		5		1		-		6
Total	$	250	$	393	$	724	$	1,367

At June 30, 2019

Real Estate:
Residential	$	39	$	397	$	668	$	1,104
Commercial		-		-	$	279		279
Consumer and other		3		-		-		3
Total	$	42	$	397	$	947	$	1,386

The following is a summary of information pertaining to impaired loans at September 30, 2019 and June 30, 2019, none of which had a valuation allowance:

	At September 30, 2019				At June 30, 2019
			Unpaid				Unpaid
	Recorded		Principal		Recorded		Principal
	Investment		Balance		Investment		Balance
	(in thousands)
Real Estate:
Residential	$	1,830	$	1,976	$	2,150	$	2,296
Commercial		248		248		260		260
Total impaired loans	$	2,078	$	2,224	$	2,410	$	2,556

The following table sets forth information regarding past due loans at March 31, 2019 and June 30, 2018:

					90 days
	30–59 Days		60–89 Days		or Greater		Total
	Past Due		Past Due		Past Due		Past Due
	(in thousands)
At March 31, 2019
Real Estate:
Residential	$	1,879	$	177	$	446	$	2,502
Commercial		789		-		-		789
Consumer and other		6		-		-		6
Total	$	2,674	$	177	$	446	$	3,297
At June 30, 2018
Real Estate:
Residential	$	50	$	238	$	1,119	$	1,407
Commercial		-		-	$	124		124
Consumer and other		4		-		-		4
Total	$	54	$	238	$	1,243	$	1,535

The following is a summary of information pertaining to impaired loans at March 31, 2019 and June 30, 2018, none of which had a valuation allowance:

	At March 31, 2019				At June 30, 2018
			Unpaid				Unpaid
	Recorded		Principal		Recorded		Principal
	Investment		Balance		Investment		Balance
	(in thousands)
Real Estate:
Residential	$	2,115	$	2,261	$	2,732	$	2,870
Commercial		273		273		1,230		1,914
Total impaired loans	$	2,388	$	2,534	$	3,962	$	4,784

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

	Three months ended						Three months ended
	March 31, 2019						March 31, 2018
	September 30, 2019						September 30, 2018
	Average		Interest		Interest Income		Average		Interest		Interest Income
	Recorded		Income		Recognized		Recorded		Income		Recognized
	Investment		Recognized		on Cash Basis		Investment		Recognized		on Cash Basis
	(in thousands)
Real Estate:
Residential	$	21,~~089~~990	$	1320	$	1018	$	2,~~194~~512	$	517	$	-14
Commercial		~~339~~254		-		-		~~1,265~~824		227		-
Total impaired loans	$	2,~~428~~244	$	1320	$	1018	$	3,~~459~~336	$	2724	$	-14

	Nine months ended						Nine months ended
	March 31, 2019						March 31, 2018
	Average		Interest		Interest Income		Average		Interest		Interest Income
	Recorded		Income		Recognized		Recorded		Income		Recognized
	Investment		Recognized		on Cash Basis		Investment		Recognized		on Cash Basis
	(in thousands)
Real Estate:
Residential	$	2,300	$	52	$	43	$	2,193	$	21	$	7
Commercial		581		7		-		1,290		66		-
Total impaired loans	$	2,881	$	59	$	43	$	3,483	$	87	$	7

NOTE 9 – Allowance for Loan Losses

An analysis of the allowance for loan losses for the three ~~and nine~~ months ended ~~March~~September 3130, 2019 and 2018 is as follows:

	Residential			Commercial			Residential						Consumer
	Real Estate			Real Estate			Construction			Commercial			and Other			Unallocated			Total
	(in thousands)
Three months ended March 31, 2019
Three months ended September 30, 2019
Beginning balance	$	1,~~465~~456		$	1,~~196~~418		$	510		$	~~110~~79		$	3228		$	5672		$	23,~~864~~063
Charge-offs		-			-			-			-			(129	)		-			(129	)
Recoveries		3			-			-			43			32			-			108
(Credit) provision		17			98			7			(29	)		4			3			100
Provision		92			25			4			9			1			19			150
Ending Balance	$	1,~~485~~551		$	1,~~294~~443		$	1214		$	8591		$	2722		$	5991		$	23,~~962~~212
Three months ended March 31, 2018
Three months ended
Beginning balance	$	1,417		$	1,215		$	9		$	79		$	131		$	114		$	2,965
September 30, 2018
Charge-offs		(83	)		-			-			-			(11	)		-			(94	)
Recoveries		10			-			-			4			4			-			18
(Credit) provision		147			(58	)		1			(8	)		6			(38	)		50
Ending Balance	$	1,491		$	1,157		$	10		$	75		$	130		$	76		$	2,939
Nine months ended March 31, 2019
Beginning balance	$	1,385		$	1,194		$	14		$	80		$	135		$	135		$	2,943
Charge-offs		~~(42~~-	)		-			-			-			(318	)		-			(738	)
Recoveries		115			560			-			102			114			-			~~592~~571
(Credit) provision		~~131~~98			(~~460~~660	)		(27	)		(5	)		~~(88~~-	)		(7626	)		(~~500~~600	)
Ending Balance	$	1,~~485~~488		$	1,~~294~~094		$	127		$	8577		$	27131		$	59109		$	2,~~962~~906
Nine months ended March 31, 2018
Beginning balance	$	1,359		$	1,164		$	6		$	76		$	86		$	89		$	2,780
Charge-offs		(83	)		-			-			-			(33	)		-			(116	)
Recoveries		27			-			-			10			13			-			50
(Credit) provision		188			(7	)		4			(11	)		64			(13	)		225
Ending Balance	$	1,491		$	1,157		$	10		$	75		$	130		$	76		$	2,939

2220

Further information pertaining to the allowance for loan losses at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019 is as follows:

	Residential		Commercial		Residential				Consumer
	Real Estate		Real Estate		Construction		Commercial		and Other		Unallocated		Total
	(in thousands)
At March 31, 2019
At September 30, 2019
Amount of allowance for loan losses for impaired loans	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Amount of allowance for loan losses for non-impaired loans	$	1,~~485~~551	$	1,~~294~~443	$	1214	$	8591	$	2722	$	5991	$	23,~~962~~212
Impaired loans	$	21,~~115~~830	$	~~273~~248	$	-	$	-	$	-	$	-	$	2,~~388~~078
Non-impaired loans	$	~~223~~214,~~220~~271	$	~~130~~144,~~587~~112	$	1,~~896~~974	$	11,~~077~~216	$	~~848~~785	$	-	$	~~367~~372,~~628~~358
At June 30, 2018
At June 30, 2019
Amount of allowance for loan losses for impaired loans	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Amount of allowance for loan losses for non-impaired loans	$	1,~~385~~456	$	1,~~194~~418	$	1410	$	8079	$	~~135~~28	$	~~135~~72	$	23,~~943~~063
Impaired loans	$	2,~~732~~150	$	~~1,230~~260	$	-	$	-	$	-	$	-	$	32,~~962~~410
Non-impaired loans	$	~~234~~219,~~148~~338	$	~~100~~145,~~417~~434	$	21,~~217~~476	$	1210,~~215~~298	$	~~831~~968	$	-	$	~~349~~377,~~828~~514

2321

NOTE 10 – Stock-Based Incentive Plan

In February 2017, stockholders of the Company approved the PB Bancorp, Inc. 2017 Stock-Based Incentive Plan (the “Incentive Plan”). Under the Incentive Plan, the Company may grant up to 453,267 stock options and 181,306 shares of restricted stock to its employees, officers and directors for an aggregate amount of up to 634,573 shares ~~of the Company’s common stock for issuance upon the grant or exercise of awards~~. Both incentive stock options and non-statutory stock options may be granted under the Incentive Plan.

There were no stock options or awards granted during the ~~nine~~three months ended ~~March~~September 3130, 2019 and 2018.

Both stock option ~~and~~ and restricted stock awards granted to date vest at 20% per year beginning on the first anniversary of the date of the grant., and become fully vested in the event of a change in control of the Company

Stock options are considered common stock equivalents for the purpose of computing earnings per share on a diluted basis. Restricted stock awards have non-forfeitable dividend rights, and are considered participating securities outstanding for the purpose of computing basic earnings per share.

The Company has recorded share-based compensation expense related to outstanding stock option and restricted stock awards based upon the fair value at the date of grant over the vesting period of such awards on a straight-line basis. The fair value of each restricted stock allocation, based on the market price at the date of grant, is recorded to unearned stock awards. Compensation expense related to unearned restricted shares is amortized to compensation and benefits expense over the vesting period of the restricted stock awards, adjusted by actual forfeitures. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing method which includes several assumptions such as volatility, expected dividends, expected term and risk-free rate for each stock option award. The Company recorded share-based compensation expense in connection with the stock option and restricted stock awards for the three months ended ~~March~~September 3130, 2019 of $111,000 ~~and for the nine months ended March 31, 2019 of $340,000~~. The Company recorded share-based compensation expense in connection with the stock option and restricted stock awards for the three ~~months~~ ~~ended March 31, 2018 of $112,000 and for the nine~~ months ended ~~March~~September 3130, 2018 of $~~336~~118,000.

NOTE 11 – Accumulated Other Comprehensive Loss

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

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

	March 31,			June 30,
	September 30,			June 30,
	2019			~~2018~~2019
	(in thousands)
Net unrealized loss on securities available-for-sale	$	(~~664~~195	)	$	(~~671~~341	)
Tax effect		~~143~~40			~~149~~72
Accumulated other comprehensive loss	$	(~~521~~155	)	$	(~~522~~269	)

2422

NOTE 12 – FAIR VALUE MEASUREMENTS

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

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

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

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

The level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s assets carried at fair value for ~~March~~September 3130, 2019 and June 30, ~~2018~~2019.

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

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows. Level 3 assets consisted of available-for-sale auction-rate trust preferred securities (ARPs). All dividends are current. The Company has the ability and intent to hold these securities for the time necessary to collect the expected cash flows.

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

The Company did not have any transfers of assets between levels of the fair value hierarchy during the ~~nine~~three months ended ~~March~~September 3130, 2019.

2523

The following summarizes assets measured at fair value on a recurring basis at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019:

	Total Fair
	Value		Level 1		Level 2		Level 3
	(in thousands)
At March 31, 2019
At September 30, 2019
Securities available-for-sale:
U.S. government and government-sponsored securities	$	2,~~564~~020	$	-	$	2,~~564~~020	$	-
Corporate bonds		3,~~687~~692		-		3,~~687~~692		-
U.S. Government-sponsored and guaranteed mortgage-backed securities		2118,~~635~~816		-		2118,~~635~~816		-
Non-agency mortgage-backed securities		2,~~609~~507		-		2,~~609~~507		-
Other securities		9,883		-		-		9,883
Total	$	40,378	$	-	$	30,495	$	9,883
At June 30, 2018
Securities available-for-sale:
U.S. government and government-sponsored securities	$	4,328	$	-	$	4,328	$	-
Corporate bonds		3,730		-		3,730		-
U.S. Government-sponsored and guaranteed mortgage-backed securities		25,251		-		25,251		-
Non-agency mortgage-backed securities		3,237		-		3,237		-
Other securities		10,000		-		-		10,000
Total	$	4637,~~546~~035	$	-	$	3627,~~546~~035	$	10,000
At June 30, 2019
Securities available-for-sale:
U.S. government and government-sponsored securities	$	2,242	$	-	$	2,242	$	-
Corporate bonds		3,676		-		3,676		-
U.S. Government-sponsored and guaranteed mortgage-backed securities		20,452		-		20,452		-
Non-agency mortgage-backed securities		2,573		-		2,573		-
Other securities		9,976		-		-		9,976
Total	$	38,919	$	-	$	28,943	$	9,976

There were no changes in level 3 assets measured at fair value for the ~~nine~~three months ended ~~March~~September 3130, 2019 and 2018.

2624

The Company had no assets measured at fair value on a non-recurring basis at September 30, 2019. The following summarizes assets measured at fair value on a non-recurring basis and the adjustments to the carrying value at and for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2019 and~~ 2018:

									Total Losses		~~Total Losses~~
									for the three		~~for the nine~~
	Total Fair								months ended September 30,		~~months ended~~
	Value		Level 1		Level 2		Level 3		~~March 31, 2019~~2018		~~March 31, 2019~~
At March 31, 2019
	(in thousands)
Impaired loans	$	220	$	-	$	-	$	220	$	-	$	38
At June 30, 2019
Other real estate owned		494		-		-		494		-		63
Impaired loans	$	219	$	-	$	-	$	219	$	-
	$	714	$	-	$	-	$	714	$	-	$	101
Other real estate owned		984		-		-		984		91
	$	1,203	$	-	$	-	$	1,203	$	91

									Total Losses		Total Losses
									for the three		for the nine
	Total Fair								months ended		months ended
	Value		Level 1		Level 2		Level 3		March 31, 2018		March 31, 2018
	(in thousands)
At June 30, 2018
Impaired loans	$	160	$	-	$	-	$	160	$	29	$	29
Other real estate owned		110		-		-		110		-		9
	$	270	$	-	$	-	$	270	$	29	$	38

The amount of other real estate owned represents the carrying value for which write-downs are based on the estimated fair value of the property.

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

There were no liabilities measured at fair value on a recurring or non-recurring basis at ~~March~~September 3130, 2019 or June 30, ~~2018~~2019.

2725

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

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

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

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

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

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

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

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

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

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

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

2826

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments, all of which are held or issued for purposes other than trading, as of ~~March~~September 3130, 2019 and June 30, ~~2018~~2019:

March 31, 2019

September 30, 2019

Carrying

Fair Value Hierarchy

Total Fair

Amount

Level 1

Level 2

Level 3

Value

(in thousands)

Financial assets:

Cash and cash equivalents

1544,~~580~~456

Securities available-for-sale

4037,~~378~~035

3027,~~495~~035

910,~~883~~000

4037,~~378~~035

Securities held-to-maturity

6858,~~245~~092

6858,~~000~~545

Federal Home Loan Bank stock

3,~~633~~464

Loans, net

~~368~~372,~~298~~342

~~355~~363,~~455~~409

Accrued interest receivable

1,~~475~~400

Financial liabilities:

Deposits

~~373~~392,~~197~~441

~~373~~393,~~840~~429

Mortgagors' escrow accounts

1,~~583~~701

Federal Home Loan Bank advances

6260,~~158~~132

6259,~~102~~946

Securities sold under agreements to repurchase

~~796~~1,618

Accrued interest payable

~~206~~343

June 30, 2018

June 30, 2019

Carrying

Fair Value Hierarchy

Total Fair

Amount

Level 1

Level 2

Level 3

Value

(in thousands)

Financial assets:

Cash and cash equivalents

1025,~~102~~672

Securities available-for-sale

4638,~~546~~919

3628,~~546~~943

109,~~000~~976

4638,~~546~~919

Securities held-to-maturity

8263,~~816~~480

8163,~~828~~858

Federal Home Loan Bank stock

43,~~206~~464

Loans, net

~~352~~378,~~270~~017

~~346~~366,~~511~~442

Accrued interest receivable

1,~~361~~559

Financial liabilities:

Deposits

~~371~~383,~~585~~859

~~372~~384,~~563~~698

Mortgagors' escrow accounts

3,~~123~~371

Federal Home Loan Bank advances

6362,~~199~~145

62,~~428~~773

Securities sold under agreements to repurchase

~~664~~804

Accrued interest payable

~~158~~251

2927

NOTE 13 – Subsequent Events

On ~~April~~October 32, 2019, ~~the~~ the Board of Directors of PB Bancorp, Inc. declared a quarterly cash dividend of $0.07 per share for stockholders of record as of ~~April 17~~October 16, 2019, which is payable on ~~May~~October 130, 2019.

NOTE 14 – Commitments to Extend Credit

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

The contractual amounts of outstanding commitments were as follows:

	March 31,		June 30,
	September 30,		June 30,
	2019		~~2018~~2019
	(in thousands)
Commitments to extend credit:
Commitments to grant loans	$	220,~~469~~262	$	31,~~594~~118
Unadvanced construction loans		114,~~647~~852		86,~~822~~872
Unadvanced lines of credit		2021,~~395~~645		1821,~~881~~819
Standby letters of credit		395		395
Outstanding commitments	$	3447,~~906~~154	$	3130,~~692~~204

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

The following analysis discusses changes in the financial condition at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019 and results of operations for the three ~~and nine~~ months ended ~~March~~September 3130, 2019 and 2018, and should be read in conjunction with the Company’s Consolidated Financial Statements (unaudited) and the notes thereto, appearing in Part I, Item 1 of this quarterly report. These financial statements should be ~~read~~ read in conjunction with the ~~2018~~2019 Consolidated Financial Statements and notes thereto included in PB Bancorp, Inc.’s Annual ~~Report~~ Report on Form 10-K filed with the SEC on September 2126, ~~2018~~2019, as amended on October 25, 2019.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. PB Bancorp intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including ~~this~~ this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions ~~and~~ and describe future plans, strategies and expectations of PB Bancorp, are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. PB Bancorp’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of PB Bancorp and its subsidiary include, but are not limited to, changes in: interest rates, general economic conditions, legislation and regulations, real estate values, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan and investment portfolios, demand for loan products, cyber-attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data or disable our systems; deposit flows, competition, demand for financial services in PB Bancorp’s market area, the ~~effect~~ effect of any federal government shutdown, and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning PB Bancorp and its business, including additional factors that could materially affect PB Bancorp financial results, is included in PB Bancorp’s filings with the Securities and Exchange Commission, including the risk factors included in PB Bancorp’s Annual Report on Form 10-K filed with the SEC on September 2126, ~~2018~~2019, as amended on October 25, 2019.

3028

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

Overview

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

Our net income decreased $14435,000, or 131.53%, to $~~951~~956,000, or $0.1314 per basic and diluted share for the three months ended ~~March~~September 3130, 2019, compared to ~~net~~ net income of $~~965~~1.4 million,~~000,~~ or $0.1319 per basic and diluted share for the three months ended ~~March~~September 3130, 2018. ~~Net~~This ~~interest~~was ~~income~~due ~~increased~~primarily to an increase of $~~255~~750,000, orin ~~7.3%~~the toprovision $3for loan losses.8 ~~million~~The Company recorded a credit for ~~the~~loan losses of $600,000 for the three months ended ~~March~~September 3130, ~~2019~~2018 ~~from~~compared to a $~~3.5~~150,000 ~~million~~provision for loan losses for the three months ended ~~March 31,~~September ~~2018~~30, 2019. ~~while~~Net ~~non-~~interest income ~~decreased~~increased $~~106~~143,000, or 143.49% to $~~629,000,~~3.8 million for the three months ended ~~March~~September 3130, 2019 from $~~735,000~~3.6 million for the three months ended ~~March~~September 3130, 2018~~. The~~, ~~provision~~while ~~for~~non-interest ~~loan~~income ~~losses~~ increased $5065,000, or ~~100~~9.07% to $~~100~~734,000, for the ~~three~~ three months ended ~~March~~September 3130, 2019 from $50669,000 for the three months ended ~~March~~September 3130, 2018. Non-interest expense ~~increased $131,000,~~remained orunchanged ~~4.3%~~at to $3.12 million for the three months ended ~~March~~September 3130, 2019 ~~from~~and ~~$3.0 million for the three months ended March 31,~~ 2018. Income tax expense decreased $18112,000, or 838.50% to $~~194~~183,000 for the three months ended ~~March~~September 3130, 2019 from $~~212~~295,000 for the three months ended ~~March~~September 3130, 2018. The effective tax rate was 16.91% for the three months ended ~~March~~September 3130, 2019 compared to 1817.05% for the three months ended ~~March~~September 3130, 2018.

Our net income increased $1.1 million, or 46.7%, to $3.4 million, or $0.48 per basic and diluted share for the nine months ended March 31, 2019, compared to net income of $2.3 million, or $0.32 per basic and diluted share for the nine months ended March 31, 2018. This was due primarily to an increase in net interest income of $741,000, or 7.1% to $11.1 million for the nine months ended March 31, 2019 from $10.4 million for the nine months ended March 31, 2018. The provision for loan losses decreased $725,000 to a credit provision of $500,000 for the nine months ended March 31, 2019 compared to a $225,000 provision for loan losses for the nine months ended March 31, 2018. Non-interest income decreased $99,000, or 4.6% to $2.0 million for the nine months ended March 31, 2019 from $2.1 million for the nine months ended March 31, 2018. Non-interest expense increased $477,000, or 5.3% to $9.5 million for the nine months ended March 31, 2019 from $9.0 million for the nine months ended March 31, 2018. Income tax expense decreased $202,000, or 22.4% to $698,000 for the nine months ended March 31, 2019 from $900,000 for the nine months ended March 31, 2018. This was a result of the Tax Cuts and Jobs Act being signed into law on December 22, 2017. The Company revalued its net deferred tax asset as of December 22, 2017 resulting in a reduction in the value of the net deferred tax asset of $211,000, which was recorded as additional tax expense in the Company’s consolidated statements of net income for the nine months ended March 31, 2018 and a reduction in the federal tax rate. The effective tax rate was 16.9% for the nine months ended March 31, 2019 compared to 27.8% for the nine months ended March 31, 2018.

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

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

31Comparison of Financial Condition at September 30, 2019 and June 30, 2019

Comparison of Financial Condition at March 31, 2019 and June 30, 2018

Assets

Total assets were $~~524~~544.4 2 million at ~~March~~September 3130, 2019, aan ~~decrease~~increase of $16.01 million, or 01.21%, from $~~525~~538.40 million at June 30, ~~2018~~2019. Cash and cash equivalents increased $518.58 million, or 5473.2%, to $1544.65 million at ~~March~~September 3130, 2019 compared to $1025.17 million at June 30, ~~2018~~2019. The increase was due to accumulating additional funds from maturing securities, loan pay-offs and an increase in deposits for upcoming loan closings. Investments in held-to-maturity securities decreased $145.64 million, or 17or 8.65%, to $6858.21 million at ~~March~~September 3130, 2019 compared to $8263.85 million at June 30, ~~2018~~2019 and investments in available-for-sale ~~securities~~ securities decreased $6.1.9 million, or 134.38%, to $4037.40 million at ~~March~~September 3130, 2019 compared to $4638.59 million at June 30, ~~2018~~ 2019. The Company continues to use excess cash, as well as cash flows from investments to assist in funding higher yielding loan growth. Net loans outstanding ~~increased~~ decreased $165.07 million, or 41.5%, to $~~368~~372.3 million at ~~March~~September 3130, 2019 from $~~352~~378.3 0 million at June 30, ~~2018~~2019. ~~The~~This ~~increase in loans~~ was primarily due to adecreases in residential loans of $295.24 million, or 282.74%, ~~increase in commercial real estate loans~~ to $~~130~~216.91 million at ~~March~~September 3130, 2019 ~~from~~ compared to $~~101~~221.65 million at June 30, ~~2018.~~2019 ~~This~~and ~~was~~commercial ~~partially~~real ~~offset~~estate ~~by a decrease in residential~~ loans of $111.53 million, or 40.9% , to $~~225~~144.3 4 million at ~~March~~September 3130, 2019 ~~from~~compared to $~~236~~145.97 million at June 30, ~~2018~~2019.

Allowance for Loan Losses

The table below indicates the relationship between the allowance for loan losses, total loans outstanding and non-performing loans at ~~March~~September 3130, 2019 ~~and~~ and June 30, ~~2018~~2019. For additional information, see “Comparison of Operating Results for the three ~~and nine~~ months ended ~~March~~September 3130, 2019 and 2018 – Provision for Loan Losses.”

	March 31,			June 30,
	September 30,			June 30,
	2019			~~2018~~2019
	(Dollars in thousands)
Allowance for loan losses	$	23,~~962~~212		$	23,~~943~~063
Total loans		~~370~~374,~~016~~436			~~353~~379,~~790~~924
Non-performing loans		3,~~783~~763			4,~~424~~228
Allowance/total loans		0.8086	%		0.8381	%
Allowance/non-performing loans		7885.34	%		6672.54	%

Liabilities

Total liabilities ~~decreased~~increased $15.04 million, or 01.2%, to $~~440~~458.14 million at ~~March~~September 3130, 2019 from $~~441~~453.10 million at June 30, ~~2018~~2019. Total deposits increased $18.6 million, or 02.42%, to $~~373~~392.24 million at ~~March~~September 3130, 2019 from $~~371~~383.69 million at June 30, ~~2018~~2019. We experienced a decrease in non-interest-bearing deposits of $~~578~~1.7 million,~~000,~~ or 02.82% to $7072.81 million at ~~March~~September 3130, 2019 compared to $7173.48 million at June 30, ~~2018~~2019. Interest-bearing ~~deposits~~ deposits increased $210.2 million, or 03.73% to $~~302~~320.3 million at ~~March~~September 3130, 2019 compared to $~~300~~310.21 million at June 30, ~~2018~~2019. Total Federal Home Loan Bank borrowings decreased $12.0 million, or 13.62%, to $6260.21 million at ~~March~~September 3130, 2019 from $6362.21 million at June 30, ~~2018~~2019. Mortgagors’ escrow decreased $1.57 million, or 49.35% to $1.67 million at ~~March~~September 3130, 2019 compared to $3.1 4 million at June 30, ~~2018~~ 2019.

Stockholders’ Equity

Total stockholders’ equity ~~remained~~increased ~~relatively~~$712,000, ~~unchanged~~or at0.8% to $8485.38 million at ~~both~~September ~~March 31~~30, 2019 ~~and~~from ~~June 30, 2018~~$85.1 ~~The~~million ~~Company~~at ~~repurchased~~June ~~175~~30,~~983 shares~~ at2019 andue ~~average~~to ~~cost~~net income of $~~10.95 per share~~956,000 orfor ~~$1.9 million during~~ the ~~nine~~three months ended ~~March~~September 3130, 2019., ~~This~~offset ~~completed~~by ~~the Company’s~~dividends ~~second buyback plan. Dividends~~ paid ~~during~~totaling ~~the nine months ended March 31, 2019 were~~ $~~2.0 million. Net income was $3.4 million for the nine months ended March 31~~521, ~~2019~~000.

Comparison of Operating Results for the Three Months Ended September 30, 2019 and 2018

Interest and Dividend Income. Interest and dividend income increased $383,000, or 8.5% to $4.9 million for the three months ended September 30, 2019 compared to $4.5 million for the three months ended September 30, 2018. The average balance of interest-earning assets increased $21.7 million, or 4.4%, to $515.5 million for the three months ended September 30, 2019 from $493.8 million for the three months ended September 30, 2018. The average yield on interest-earning assets increased to 3.75% for the three months ended September 30, 2019 from 3.60% for the three months ended September 30, 2018.

Interest income on loans increased $411,000, or 11.5% to $4.0 million for the three months ended September 30, 2019 compared to $3.6 million for the three months ended September 30, 2018. This was due to an increase in average loans outstanding and an increase in yield. The average balance of loans increased $23.6 million, or 6.7%, to $377.1 million for the three months ended September 30, 2019 from $353.5 million for the three months ended September 30, 2018. The yield on average loans increased 18 basis points to 4.19% for the three months ended September 30, 2019 from 4.01% for the three months ended September 30, 2018.

Interest and dividend income on investments decreased $155,000, or 17.9% to $711,000 for the three months ended September 30, 2019 compared to $866,000 for the three months ended September 30, 2018. This was due to a decrease in the average balance of investments of $27.3 million, or 21.0%, to $102.7 million for the three months ended September 30, 2019 from $129.9 million for the three months ended September 30, 2018. This was partially offset by an increase in yield of 11 basis points to 2.75% for the three months ended September 30, 2019 from 2.64% for the three months ended September 30, 2018.

Interest Expense. Interest expense increased $240,000, or 27.9% to $1.1 million for the three months ended September 30, 2019 compared to $861,000 for the three months ended September 30, 2018. Total average interest-bearing liabilities increased $16.1 million, or 4.4% to $381.9 million for the three months ended September 30, 2019 compared to $365.7 million for the three months ended September 30, 2018. The cost of average interest-bearing liabilities increased to 1.14% for the three months ended September 30, 2019 compared to 0.93% for the three months ended September 30, 2018.

Interest expense on deposits increased by $247,000, or 44.3%, to $804,000 for the three months ended September 30, 2019 from $557,000 for the three months ended September 30, 2018. The average balance of deposits increased $18.2 million, or 6.1%, from $300.4 million for the three months ended September 30, 2018 to $318.6 million for the three months ended September 30, 2019. The cost of interest-bearing deposits increased to 1.00% for the three months ended September 30, 2019 from 0.74% for the three months ended September 30, 2018. Interest expense on time deposits increased $224,000, or 50.0%, to $672,000 for the three months ended September 30, 2019 from $448,000 for the three months ended September 30, 2018. The average balance of time deposits increased $21.0 million, or 18.4%, from $114.2 million for the three months ended September 30, 2018 to $135.3 million for the three months ended September 30, 2019. The cost of time deposits increased to 1.97% for the three months ended September 30, 2019 from 1.56% for the three months ended September 30, 2018.

Interest expense on borrowings decreased by $7,000, or 2.3%, to $297,000 for the three months ended September 30, 2019 from $304,000 for the three months ended September 30, 2018. The rate paid on borrowings increased one basis point to 1.86% for the three months ended September 30, 2019 from 1.85% for the three months ended September 30, 2018. Average borrowings decreased $2.1 million, or 3.2%, to $63.2 million for the three months ended September 30, 2019 from $65.3 million for the three months ended September 30, 2018. Average Federal Home Loan Bank advances decreased $1.8 million, or 3.0%, to $60.6 million for the three months ended September 30, 2019 from $62.4 million for the three months ended September 30, 2018. We have been able to fund loan growth, in part, with an increase in deposits. The average rate on Federal Home Loan Bank advances increased one basis point to 1.94% for the three months ended September 30, 2019 from 1.93% for the three months ended September 30, 2018. Average other borrowed money decreased $268,000, or 9.3%, to $2.6 million for the three months ended September 30, 2019 from $2.9 million for the three months ended September 30, 2018.

Net Interest Income. Net interest income increased $143,000, or 3.9%, to $3.8 million for the three months ended September 30, 2019 from $3.6 million for the three months ended September 30, 2018. Our interest rate spread decreased to 2.61% for the three months ended September 30, 2019 from 2.67% for the three months ended September 30, 2018 and our net interest-earning assets increased $5.6 million, or 4.4%. Our net interest margin decreased to 2.90% for the three months ended September 30, 2019 from 2.91% for the three months ended September 30, 2018.

Provision for Loan Losses. Provision for loan losses increased $750,000 to $150,000 for the three months ended September 30, 2019 from a credit provision of $600,000 for the three months ended September 30, 2018. This was due primarily to $563,000 in net recoveries for the three months ended September 30, 2018.

~~Comparison~~Non-interest Income. ofNon-interest ~~Operating~~income ~~Results~~increased $65,000, or 9.7%, to $734,000 for the ~~Three~~three ~~and~~months ~~Nine~~ended ~~Months~~September 30, 2019 ~~Ended~~compared ~~March~~to 31$669,000 ~~2019~~for ~~and~~the three months ended September 30, 2018. This was primarily due to increases in gain on sale of other real estate owned of $76,000, service fee income of $20,000 and net commissions from brokerage services of $24,000. This was partially offset by a charge of $47,000 in other-than-temporary impairment losses on debt securities.

~~Interest~~Non-interest Expense. Non-interest expense remained unchanged at $3.2 million for the three months ended September 30, 2019 and ~~Dividend Income~~2018. ~~Interest~~Salaries and ~~dividend~~benefits ~~income~~expense increased $~~391~~135,000, or 97.10% to $42.71 million for the three months ended ~~March 31~~September 30, 2019 ~~compared to~~ from $41.39 million for the three months ended ~~March~~September 3130, 2018. ~~The~~This ~~average~~was ~~balance~~primarily ofdue ~~interest-earning~~to ~~assets~~an ~~decreased~~ increase in salary expense of $698,000.9 Occupancy ~~million~~and equipment expense decreased $1,000, or 10.43% to $~~493.6~~310,000 ~~million~~ for the three months ended ~~March~~September 3130, 2019 from $~~500.5 million~~ 311,000 for the three months ended ~~March~~ 31September 30, 2018. ~~The~~All ~~average~~other ~~yield~~non-interest onexpense, ~~interest-earning~~consisting ~~assets~~primarily ~~increased~~of todata 3processing expense, Federal Deposit Insurance Corporation deposit insurance, professional fees and marketing expense decreased by $129,000, or 13.863%, to $838,000 for the three months ended ~~March~~September 3130, 2019 from ~~3.49%~~ $967,000 for the three months ended ~~March~~September 3130, 2018. asThis awas primarily ~~result~~due ofto ~~increases~~decreases in ~~market~~write-downs ~~interest~~on ~~rates~~other real estate owned of $91,000 and other real estate owned expense of $34,000.

~~Interest~~Tax Expense. ~~income~~Income ~~on loans~~tax ~~increased~~expense decreased by $~~486~~112,000, or 1438.50% to $~~3.8~~183,000 ~~million~~ for the three months ended ~~March~~September 3130, 2019 ~~compared~~from to $~~3.4~~295,000 ~~million~~ for the three months ended ~~March~~September 3130, 2018. ~~This~~Our ~~was~~effective ~~due~~tax torate anwas ~~increase in average loans outstanding and an increase in yield~~16. ~~The average balance of loans increased $26.2 million, or 7.6~~1% ~~to $371.8 million~~ for the three months ended ~~March 31~~September 30, 2019 ~~from~~compared ~~$345~~to 17.65% ~~million~~ for the three months ended ~~March~~September 3130, 2018. ~~The~~Tax ~~yield~~expense onis ~~average~~based ~~loans~~on ~~increased~~a 25year-to-date basis ~~points~~at toa 4forecasted effective rate.~~19%~~ ~~for~~The ~~the~~effective ~~three~~tax ~~months~~rates ~~ended~~differed ~~March 31,~~from ~~2019~~the ~~from~~statutory ~~3.94%~~tax ~~for~~rate due to the ~~three~~dividends-received ~~months~~deduction ~~ended~~applicable to ~~March~~certain ~~31,~~securities ~~2018~~in asour ainvestment ~~result~~portfolio, oftax-exempt ~~increases~~municipal inincome ~~market~~and ~~interest~~non-taxable ~~rates~~bank-owned life insurance income.

Interest and dividend income on investments decreased $102,000, or 11.0% to $824,000 for the three months ended March 31, 2019 compared to $926,000 for the three months ended March 31, 2018. This was due to a decrease in the average balance of investments of $33.0 million, or 22.3% to $114.8 million for the three months ended March 31, 2019 from $147.8 million for the three months ended March 31, 2018. This was partially offset by an increase in yield of 37 basis points to 2.91% for the three months ended March 31, 2019 from 2.54% for the three months ended March 31, 2018 as a result of increases in market interest rates.

Interest and dividend income increased $1.0 million, or 7.9% to $13.8 million for the nine months ended March 31, 2019 compared to $12.8 million for the nine months ended March 31, 2018. The average balance of interest-earning assets decreased $7.2 million, or 1.4% to $492.7 million for the nine months ended March 31, 2019 from $499.9 million for the nine months ended March 31, 2018. The average yield on interest-earning assets increased to 3.73% for the nine months ended March 31, 2019 from 3.41% for the nine months ended March 31, 2018 as a result of increases in market interest rates.

Interest income on loans increased $1.3 million, or 13.3% to $11.1 million for the nine months ended March 31, 2019 compared to $9.8 million for the nine months ended March 31, 2018. This was due to an increase in average loans outstanding and an increase in yield. The average balance of loans increased $26.6 million, or 7.9% to $361.9 million for the nine months ended March 31, 2019 from $335.3 million for the nine months ended March 31, 2018. The yield on average loans increased 19 basis points to 4.10% for the nine months ended March 31, 2019 from 3.91% for the nine months ended March 31, 2018 as a result of increases in market interest rates.

Interest and dividend income on investments decreased $356,000, or 12.4% to $2.5 million for the nine months ended March 31, 2019 compared to $2.9 million for the nine months ended March 31, 2018. This was due to a decrease in the average balance of investments of $36.3 million, or 22.9% to $122.3 million for the nine months ended March 31, 2019 from $158.6 million for the nine months ended March 31, 2018. The Company has been using cash flows from investments to help fund the growth in the loan portfolio. This was partially offset by an increase in yield of 33 basis points to 2.73% for the nine months ended March 31, 2019 from 2.40% for the nine months ended March 31, 2018 as a result of increases in market interest rates.

Interest Expense. Interest expense increased $136,000, or 17.0% to $934,000 for the three months ended March 31, 2019 compared to $798,000 for the three months ended March 31, 2018. Total average interest-bearing liabilities decreased $10.8 million, or 2.9% to $364.3 million for the three months ended March 31, 2019 compared to $375.1 million for the three months ended March 31, 2018. The cost of average interest-bearing liabilities increased to 1.04% for the three months ended March 31, 2019 compared to 0.86% for the three months ended March 31, 2018.

Interest expense on deposits increased by $162,000, or 34.6%, to $630,000 for the three months ended March 31, 2019 from $468,000 for the three months ended March 31, 2018. Interest expense on time deposits increased $155,000, or 42.6%, to $519,000 for the three months ended March 31, 2019 from $364,000 for the three months ended March 31, 2018. The cost of interest-bearing deposits increased to 0.86% for the three months ended March 31, 2019 from 0.64% for the three months ended March 31, 2018 as we increased the rates we pay on deposits to remain competitive in our market areas.

Interest expense on borrowings decreased by $26,000, or 7.9%, to $304,000 for the three months ended March 31, 2019 from $330,000 for the three months ended March 31, 2018. The rate paid on borrowings increased 16 basis points to 1.88% for the three months ended March 31, 2019 from 1.72% for the three months ended March 31, 2018. Average borrowings decreased $12.1 million, or 15.6%, to $65.5 million for the three months ended March 31, 2019 from $77.6 million for the three months ended March 31, 2018. Average Federal Home Loan Bank advances decreased $11.4 million, or 15.2%, to $63.3 million for the three months ended March 31, 2019 from $74.7 million for the three months ended March 31, 2018. We have been able to fund loan growth, in part, with an increase in deposits. The average rate on Federal Home Loan Bank advances increased 15 basis points to 1.94% for the three months ended March 31, 2019 from 1.79% for the three months ended March 31, 2018. Average other borrowed money decreased $717,000, or 24.1%, to $2.3 million for the three months ended March 31, 2019 from $3.0 million for the three months ended March 31, 2018.

Interest expense increased $271,000, or 11.3% to $2.7 million for the nine months ended March 31, 2019 compared to $2.4 million for the nine months ended March 31, 2018. Total average interest-bearing liabilities decreased $8.7 million, or 2.3% to $363.7 million for the nine months ended March 31, 2019 compared to $372.4 million for the nine months ended March 31, 2018. The cost of average interest-bearing liabilities increased to 0.98% for the nine months ended March 31, 2019 compared to 0.86% for the nine months ended March 31, 2018.

Interest expense on deposits increased by $390,000, or 28.4%, to $1.8 million for the nine months ended March 31, 2019 from $1.4 for the nine months ended March 31, 2018. Interest expense on time deposits increased $368,000, or 34.6%, to $1.4 million for the nine months ended March 31, 2019 from $1.1 million for the nine months ended March 31, 2018. The cost of interest-bearing deposits increased to 0.79% for the nine months ended March 31, 2019 from 0.62% for the nine months ended March 31, 2018 as we increased the rates we pay on deposits to remain competitive in our market areas.

Interest expense on borrowings decreased by $119,000, or 11.5%, to $912,000 for the nine months ended March 31, 2019 from $1.0 million for the nine months ended March 31, 2018. The rate paid on borrowings increased 11 basis points to 1.87% for the nine months ended March 31, 2019 from 1.76% for the nine months ended March 31, 2018. Average borrowings decreased $13.1 million, or 16.8%, to $65.0 million for the nine months ended March 31, 2019 from $78.1 million for the nine months ended March 31, 2018. Average Federal Home Loan Bank advances decreased $12.7 million, or 16.8%, to $62.7 million for the nine months ended March 31, 2019 from $75.3 million for the nine months ended March 31, 2018. We have been able to fund loan growth, in part, with an increase in deposits. The average rate on Federal Home Loan Bank advances increased 11 basis points to 1.93% for the nine months ended March 31, 2019 from 1.82% for the nine months ended March 31, 2018. Average other borrowed money decreased $440,000, or 15.9%, to $2.3 million for the nine months ended March 31, 2019 from $2.8 million for the nine months ended March 31, 2018.

Net Interest Income. Net interest income increased $255,000, or 7.3%, to $3.8 million for the three months ended March 31, 2019 from $3.5 million for the three months ended March 31, 2018. Our interest rate spread increased to 2.82% for the three months ended March 31, 2019 from 2.62% for the three months ended March 31, 2018 and our net interest-earning assets increased $3.9 million, or 3.1%. Our net interest margin increased to 3.09% for the three months ended March 31, 2019 from 2.84% for the three months ended March 31, 2018.

Net interest income increased $741,000, or 7.1%, to $11.1 million for the nine months ended March 31, 2019 from $10.4 million for the nine months ended March 31, 2018. Our interest rate spread increased to 2.75% for the nine months ended March 31, 2019 from 2.55% for the nine months ended March 31, 2018 and our net interest-earning assets increased $1.5 million, or 1.2%. Our net interest margin increased to 3.01% for the nine months ended March 31, 2019 from 2.77% for the nine months ended March 31, 2018.

Provision for Loan Losses. Provision for loan losses increased $50,000, or 100% to $100,000 for the three months ended March 31, 2019 from $50,000 for the three months ended March 31, 2018. This was primarily due to net loan growth during the current quarter.

There was a credit provision for loan losses of $500,000 for the nine months ended March 31, 2019 compared to a provision for loan loss of $225,000 for the nine months ended March 31, 2018. This was due primarily to $592,000 in recoveries for the nine months ended March 31, 2019.

Non-interest Income. Non-interest income decreased $106,000, or 14.4%, to $629,000 for the three months ended March 31, 2019 compared to $735,000 for the three months ended March 31, 2018. This was primarily due to decreases in service fee income of $37,000 and net commissions from brokerage services of $23,000.

Non-interest income decreased $99,000, or 4.6% to $2.0 million for the nine months ended March 31, 2019 from $2.1 million for the nine months ended March 31, 2018. This reflected decreases in legal settlement income of $140,000 and $58,000 in net commissions from brokerage services during the nine months ended March 31, 2019. This was partially offset by an increase of $149,000 in net gains on other real estate owned sales.

Non-interest Expense. Non-interest expense increased $131,000, or 4.3% to $3.1 million for the three months ended March 31, 2019 from $3.0 million for the three months ended March 31, 2018. Salaries and benefits expense increased $103,000, or 5.5% to $2.0 million for the three months ended March 31, 2019 from $1.9 million for the three months ended March 31, 2018. This was primarily due to an increase in salary expense of $46,000. Occupancy and equipment expense increased $3,000, or 1.0% to $296,000 for the three months ended March 31, 2019 from $293,000 for the three months ended March 31, 2018. All other non-interest expense, consisting primarily of data processing expense, Federal Deposit Insurance Corporation deposit insurance, professional fees and marketing expense increased by $25,000, or 2.9%, to $878,000 for the three months ended March 31, 2019 from $853,000 for the three months ended March 31, 2018.

Non-interest expense increased $477,000, or 5.3% to $9.5 million for the nine months ended March 31, 2019 from $9.0 million for the nine months ended March 31, 2018. Salaries and benefits expense increased $322,000, or 5.8% to $5.8 million for the nine months ended March 31, 2019 from $5.5 million for the nine months ended March 31, 2018. This was primarily due to increases in salary expense of $144,000 and $125,000 in incentive compensation. All other non-interest expense, consisting primarily of data processing expense, Federal Deposit Insurance Corporation deposit insurance, professional fees and marketing expense increased by $146,000, or 5.5%, to $2.8 million for the nine months ended March 31, 2019 from $2.6 million for the nine months ended March 31, 2018. This was primarily due to an increase in data processing expense of $114,000.

Tax Expense. Income tax expense decreased by $18,000, or 8.5% to $194,000 for the three months ended March 31, 2019 from $212,000 for the three months ended March 31, 2018. Our effective tax rate was 16.9% for the three months ended March 31, 2019 compared to 18.0% for the three months ended March 31, 2018. Tax expense is based on a year-to-date basis at a forecasted effective rate. The effective tax rates differed from the statutory tax rate due to the dividends-received deduction applicable to certain securities in our investment portfolio, tax-exempt municipal income and non-taxable bank-owned life insurance income and the reduced corporate tax rate included in the Tax Cuts and Jobs Act enacted on December 22, 2017.

Income tax expense decreased by $202,000, or 22.4% to $698,000 for the nine months ended March 31, 2019 from $900,000 for the nine months ended March 31, 2018. Tax expense for the nine months ended March 31, 2018 included a charge of $211,000 to our deferred tax expense because of the reduced corporate tax rate included in the Tax Cuts and Jobs Act enacted on December 22, 2017. Our effective tax rate was 16.9% for the nine months ended March 31, 2019 compared to 27.8% for the nine months ended March 31, 2018. Tax expense is based on a year-to-date basis at a forecasted effective rate. The effective tax rates differed from the statutory tax rate due to the dividends-received deduction applicable to certain securities in our investment portfolio, tax-exempt municipal income and non-taxable bank-owned life insurance income and the reduced corporate tax rate included in the Tax Cuts and Jobs Act enacted on December 22, 2017.

Average Balances and Yields

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the 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 or expense. Yields and costs are annualized.

	For the Three Months Ended March 31,
	For the Three Months Ended September 30,
	~~2019~~		2019					~~2018~~		2018
	Average		Interest		Yield/			Average		Interest		Yield/
	Balance		Income/Expense		Cost			Balance		Income/Expense		Cost
	(Dollars in thousands)
Interest-earning assets:
Investment securities	$	~~114~~102,~~780~~651	$	~~824~~711		2.9175	%	$	~~147~~129,~~778~~917	$	~~926~~866		2.5464	%
Loans		~~371~~377,~~830~~059		3,~~846~~986		4.19	%		~~345~~353,~~639~~476		3,~~360~~575		34.9401	%
Other earning assets		635,~~956~~801		28170		1.6388	%		710,~~057~~425		2143		1.2164	%
Total interest-earning assets		~~493~~515,~~566~~511		4,~~698~~867		3.8675	%		~~500~~493,~~474~~818		4,~~307~~484		3.4960	%
Non-interest-earning assets		2827,~~946~~655							2928,~~590~~631
Total assets	$	~~522~~543,~~512~~166						$	~~530~~522,~~064~~449
Interest-bearing liabilities:
NOW accounts	$	70,~~609~~611		6568		0.3738	%	$	8179,~~682~~122		74		0.37	%
Savings accounts		85,~~088~~522		1718		0.08	%		8284,~~971~~504		1617		0.08	%
Money market accounts		2227,~~274~~240		2946		0.5367	%		2422,~~003~~561		1418		0.2432	%
Time deposits		~~120~~135,~~834~~263		~~519~~672		1.7497	%		~~108~~114,~~825~~215		~~364~~448		1.3656	%
Total interest-bearing deposits		~~298~~318,~~805~~636		~~630~~804		01.8600	%		~~297~~300,~~481~~402		~~468~~557		0.6474	%
FHLB advances		6360,~~277~~593		~~303~~296		1.94	%		7462,~~658~~440		~~329~~303		1.7993	%
Other borrowed money		2,~~256~~625		1		0.1815	%		2,~~973~~893		1		0.14	%
Total other borowed money		6563,~~533~~218		~~304~~297		1.8886	%		7765,~~631~~333		~~330~~304		1.7285	%
Total interest-bearing liabilities		~~364~~381,~~338~~854		~~934~~1,101		1.0414	%		~~375~~365,~~112~~735		~~798~~861		0.8693	%
Non-interest-bearing demand deposits		7071,~~331~~347							6669,~~993~~785
Other non-interest-bearing liabilities		34,~~927~~347							32,~~342~~198
Capital accounts		8385,~~916~~618							84,~~617~~731
Total liabilities and capital accounts	$	~~522~~543,~~512~~166						$	~~530~~522,~~064~~449
Net interest income			$	3,~~764~~766						$	3,~~509~~623
Interest rate spread						2.8261	%						2.6267	%
Net interest-earning assets	$	~~129~~133,~~228~~657						$	~~125~~128,~~362~~083
Net interest margin						32.0990	%						2.8491	%
Average earning assets to average interest-bearing liabilities						135.47	%						133.42	%
Average earning assets to
average interest-bearing liabilities						135.00	%						135.02	%

3634

	For the Nine Months Ended March 31,
	2019							2018
	Average		Interest		Yield/			Average		Interest		Yield/
	Balance		Income/Expense		Cost			Balance		Income/Expense		Cost
	(Dollars in thousands)
Interest-earning assets:
Investment securities	$	122,323	$	2,505		2.73	%	$	158,654	$	2,861		2.40	%
Loans		361,899		11,152		4.10	%		335,264		9,844		3.91	%
Other earning assets		8,479		142		2.23	%		5,943		82		1.84	%
Total interest-earning assets		492,701		13,799		3.73	%		499,861		12,787		3.41	%
Non-interest-earning assets		28,124							28,814
Total assets	$	520,825						$	528,675
Interest-bearing liabilities:
NOW accounts	$	74,989		210		0.37	%	$	81,189		225		0.37	%
Savings accounts		85,170		52		0.08	%		82,704		52		0.08	%
Money market accounts		22,210		71		0.43	%		21,997		34		0.21	%
Time deposits		116,387		1,431		1.64	%		108,432		1,063		1.31	%
Total interest-bearing deposits		298,756		1,764		0.79	%		294,322		1,374		0.62	%
FHLB advances		62,661		910		1.93	%		75,331		1,029		1.82	%
Other borrowed money		2,335		2		0.11	%		2,775		2		0.10	%
Total other borrowed money		64,996		912		1.87	%		78,106		1,031		1.76	%
Total interest-bearing liabilities		363,752		2,676		0.98	%		372,428		2,405		0.86	%
Non-interest-bearing demand deposits		70,301							69,465
Other non-interest-bearing liabilities		2,184							2,068
Capital accounts		84,588							84,714
Total liabilities and capital accounts	$	520,825						$	528,675
Net interest income			$	11,123						$	10,382
Interest rate spread						2.75	%						2.55	%
Net interest-earning assets	$	128,949						$	127,433
Net interest margin						3.01	%						2.77	%
Average earning assets to average interest-bearing liabilities						135.45	%						134.22	%

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

	For the Three Months Ended March 31, 2019
	For the Three Months Ended September 30, 2019
	Compared to the Three Months Ended March 31, 2018
	Compared to the Three Months Ended September 30, 2018
	Increase (Decrease) Due to change in
INTEREST INCOME	Rate		Volume			Net
	(In thousands)
Investment securities	$	~~622~~202	$	(~~724~~357	)	$	(~~102~~155	)
Loans		~~223~~166		~~263~~245			~~486~~411
Other interest-earning assets		97		(2120	)		7127
TOTAL INTEREST INCOME		~~854~~375		~~(463~~8	)		~~391~~383
INTEREST EXPENSE
NOW accounts		812		(1718	)		(96	)
Savings accounts		1		-			1
Money market accounts		2224		(74	)		1528
Time deposits		~~112~~132		4392			~~155~~224
FHLB advances		~~138~~12		(~~164~~19	)		(267	)
Other borrowed money		1-		(1-	)		-
TOTAL INTEREST EXPENSE		~~282~~181		~~(146~~59	)		~~136~~240
CHANGE IN NET INTEREST INCOME	$	~~572~~194	$	(~~317~~51	)	$	~~255~~143

3835

	For the Nine Months Ended March 31, 2019
	Compared to the Nine Months Ended March 31, 2018
	Increase (Decrease) Due to change in
INTEREST INCOME	Rate			Volume			Net
	(In thousands)
Investment securities	$	517		$	(873	)	$	(356	)
Loans		502			806			1,308
Other interest-earning assets		20			40			60
TOTAL INTEREST INCOME		1,039			(27	)		1,012
INTEREST EXPENSE
NOW accounts		4			(19	)		(15	)
Savings accounts		(2	)		2			-
Money market accounts		37			-			37
Time deposits		286			82			368
FHLB advances		93			(212	)		(119	)
Other borrowed money		-			-			-
TOTAL INTEREST EXPENSE		418			(147	)		271
CHANGE IN NET INTEREST INCOME	$	621		$	120		$	741

Market Risk, Liquidity and Capital Resources

Market Risk

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

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

Net interest income at-risk measures the risk of a decline in earnings due to potential short-term and long- term changes in interest rates. The table below represents an analysis of our IRR as measured by the estimated changes in NII, resulting from an instantaneous and sustained parallel shift in the yield curve (+100 and +200 basis points) at ~~March~~September 3130, 2019 and June 30, ~~2018~~2019.

Net Interest Income At-Risk
	Estimated Increase (Decrease)		Estimated Increase (Decrease)	~~Estimated Increase (Decrease)~~
Change in Interest Rates	in NII		in NII	~~in NII~~
(Basis Points)	~~March~~September 3130, 2019		June 30, 2019	~~June 30, 2018~~
+200		1.60	%		0.20	%
+ 200	0.70%		0.90%
+100		2.00	%		1.40	%
+ 100	1.50%		1.60%
-100		(4.70	)%		(4.50	)%
- 100	(4.40%)		(4.30%)
-200		(10.30	)%		(10.40	)%
- 200	(9.40%)		(9.40%)

Net Portfolio Value Simulation Analysis. We compute the amounts by which the net present value of our cash flow from assets, liabilities and off-balance sheet items (the institution’s net portfolio value or “NPV”) would change in the event of a range of assumed changes in market interest rates. A basis point equals one-hundredth of one percent, and 200 basis points equals two percent, an increase in interest rates from 3% to 5% would mean, for example, a 200 basis point increase in the “Change in Interest Rates” column below.

4036

The ~~tables~~table below ~~set~~sets forth, at ~~March~~September 3130, 2019, the estimated changes in our net portfolio value that would result from the designated instantaneous changes in the United States Treasury yield curve based on information produced by an external consultant. This data is for Putnam Bank only and does not include any yield curve changes in the assets of PB Bancorp, Inc.

														~~NPV as a Percentage of Present~~		NPV as a Percentage of Present
														~~Value of Assets (3)~~		Value of Assets (3)
						~~Estimated Increase (Decrease) in~~		Estimated Increase (Decrease) in
Change in						~~NPV~~		NPV										~~Increase~~		Increase
Interest Rates		~~Estimated~~		Estimated														~~(Decrease)~~		(Decrease)
(basis points) (1)		~~NPV (2)~~		NPV (2)		~~Amount~~		Amount		~~Percent~~		Percent		~~NPV Ratio (4)~~		NPV Ratio (4)		~~(basis points)~~		(basis points)
~~+300~~	+300	$	~~63,512~~	$	65,623	$	~~(19,612~~	)$	(18,597	)	~~-23.59~~	%	-22.08	%	~~13.60~~	%	13.30	%	~~(270~~	)	(250	)
~~+200~~	+200	$	~~70,693~~	$	73,085	$	~~(12,431~~	)$	(11,135	)	~~-14.95~~	%	-13.22	%	~~14.70~~	%	14.40	%	~~(160~~	)	(140	)
~~+100~~	+100	$	~~77,911~~	$	79,989	$	~~(5,213~~	)$	(4,231	)	~~-6.27~~	%	-5.02	%	~~15.70~~	%	15.30	%	~~(60~~	)	(50	)
0	0	$	~~83,124~~	$	84,220	$	-	$	-		~~0.00~~	%	0.00	%	~~16.30~~	%	15.80	%	0		0
~~-100~~	-100	$	~~85,374~~	$	85,715	$	~~2,250~~	$	1,495		~~2.71~~	%	1.78	%	~~16.40~~	%	15.70	%	10		(10	)
~~-200~~	-200	$	~~85,911~~	$	85,459	$	~~2,787~~	$	1,239		~~3.35~~	%	1.47	%	~~16.10~~	%	15.30	%	~~(20~~	)	(50	)

_____________________

(1)

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

(2)

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

(3)

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

(4)

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

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

Liquidity

The term liquidity refers to the ability of the Company and the Bank to meet current and future short-term financial obligations. The Company and the Bank further define liquidity as the ability to generate adequate amounts of cash to fund loan originations, deposit withdrawals and operating expenses. Liquidity management is both a daily and long-term function of business management. The Bank’s primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-related securities, and Federal Home Loan Bank of Boston borrowings. The Bank can borrow funds from the Federal Home Loan Bank of Boston based on eligible collateral of loans and securities. The Bank had Federal Home Loan Bank of Boston borrowings as of ~~March~~September 3130, 2019 of $6260.2 1 million, with unused borrowing capacity of $5149.31 million. The Bank has an internal limit of wholesale borrowings to total assets ratio of 30.0%. As of ~~March~~September 3130, 2019, the ratio of wholesale borrowings to total assets was 1514.34%.

The Bank’s primary investing activities are the origination of loans and the purchase of investment securities. During the ~~nine~~three months ended ~~March~~September 3130, 2019, the Bank’s loan ~~originations~~principal collections net of ~~principal~~loan ~~collections~~originations were $~~16.~~7.2 million compared to loan ~~originations~~principal ~~net~~collections net of ~~principal~~loan ~~collections~~originations of $184.81 million for the ~~nine~~three months ended ~~March~~September 3130, 2018. There were no security purchases during ~~the~~ ~~nine~~the three months ended ~~March~~September 3130, 2019 and 2018. There were no$2.0 million in loan purchases for the ~~nine~~three months ended ~~March 31~~September 30, 2019 compared to ~~$21.5 million~~no in loan purchases for the ~~nine~~three months ended ~~March~~September 3130, 2018.

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

4137

Certificates of deposit totaled $~~124~~137.97 million at ~~March~~September 3130, 2019. The Bank relies on competitive rates, customer service and long-standing relationships with customers to retain deposits. Based on the Bank’s experience with deposit retention and current retention strategies, management believes that, although it is not possible to predict with certainty future terms and conditions upon renewal, a significant portion of such deposits will remain with the Bank.

Federal banking regulations require a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5%, a minimum ratio of Tier 1 capital to risk-weighted assets of 6% and a minimum leverage ratio of 4% for all banking organizations. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital, Tier 1 capital or Total capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. The capital conservation buffer was fully phased in effective January 1, 2019., ~~With~~with the Bank’s capital levels remaining characterized as “well-capitalized” throughout the phase in periods. Due to our asset size, the Company is not subject to capital requirements.

As of ~~March~~September 3130, 2019, the most recent notification from the Federal Reserve Bank of Boston, categorized the Bank as “well-capitalized” ~~under~~ under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes would change our category. The following table shows the Bank’s required minimum capital ratios in order to be considered well-capitalized and the actual capital ratios as of ~~March~~September 3130, 2019 and June 30, ~~2018~~2019.

	Required			Actual		Actual
	Ratio			Amount		Ratio
	(in thousands)			~~(in thousands)~~
March 31, 2019
September 30, 2019
Tier 1 Leverage		5.00	%	$	6566,~~914~~291		12.8946	%
Common Equity Tier 1 Capital		6.50			6566,~~914~~291		18.2405
Tier 1 Risk-based Capital		8.00			6566,~~914~~291		18.2405
Total Capital		10.00			6869,~~918~~560		1918.0794
June 30, 2018
June 30, 2019
Tier 1 Leverage		5.00	%	$	6265,~~797~~318		12.1657	%
Common Equity Tier 1 Capital		6.50			6265,~~797~~318		1817.1969
Tier 1 Risk-based Capital		8.00			6265,~~797~~318		1817.1969
Total Capital		10.00			6568,~~779~~417		1918.0553

Off-Balance Sheet Arrangements

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

For the ~~nine~~three months ended ~~March~~September 3130, 2019, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

4238

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.

Controls and Procedures

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

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

Part II. – OTHER INFORMATION

Item 1.

Legal Proceedings – Not applicable

Item 1A.

Risk Factors – Not applicable to smaller reporting companies

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

a) Not applicable

b) Not applicable

Item 3.

Defaults Upon Senior Securities – Not applicable

Item 4.

Mine Safety Disclosures – Not Applicable

Item 5.

Other Information - Not Applicable

Item 6.

Exhibits

Exhibits

31.1

Chief Executive Officer Certification pursuant to 17 CFR 240.13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer Certification pursuant to 17 CFR 240.13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.

32.2

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.

101 The following materials from PB Bancorp’s Quarterly Report on Form 10-Q for the three and nine months ended ~~March~~September 3130, 2019, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of ~~Operations~~Net Income, (iii) Consolidated Statements of Comprehensive Income ~~(Loss)~~, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

4339

SIGNATURES

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

		PB BANCORP, INC.
		(Registrant)
Date:	May 14, 2019	/s/ Thomas A. Borner
		Thomas A. Borner
		President and Chief Executive Officer

PB BANCORP, INC.

Date:	May 14, 2019	/s/ Robert J. Halloran, Jr.
		Robert J. Halloran, Jr.
		Executive Vice President, Chief Financial
		Officer and Treasurer

(Registrant)

Date:	November 12, 2019	/s/ Thomas A. Borner
		Thomas A. Borner
		President and Chief Executive Officer

Date:	November 12, 2019	/s/ Robert J. Halloran, Jr.
		Robert J. Halloran, Jr.
		Executive Vice President, Chief Financial Officer and Treasurer

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