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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

(Mark One)

☒

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

For the fiscal year ended December 31, ~~2017~~2018

☐

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

For the transition period from to

Commission file number: 000-55341

MB BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

	Maryland			47-1696350
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

	1920 Rock Spring Road, Forest Hill, Maryland			21050
	(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (410) 420-9600

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated, 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. (Check one):

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☒
	(Do not check if a smaller reporting company)
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates as of June 30, ~~2017~~2018 was $28,~~086~~429,~~566~~767. ~~As of March 13, 2018, the registrant had 1,940,200 shares of its common stock outstanding.~~

As of March 13, 2019, the registrant had 1,960,620 shares of its common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant’s ~~2018~~2019 annual meeting of stockholders (Part III).

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INDEX

	PAGE
PART I
Item 1. Business		1
Item 1A. Risk Factors		15
Item 1B. Unresolved Staff Comments		24
Item 2. Properties		24
Item 3. Legal Proceedings		24
Item 3. Legal		24
Item 4. Mine Safety Disclosures		24
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		25
Item 6. Selected Financial Data		26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2728
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		5152
Item 8. Financial Statements and Supplementary Data		5152
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		51
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		52
Item 9A. Controls and Procedures		5152
Item 9B. Other Information		5253
PART III
Item 10. Directors, Executive Officers and Corporate Governance		5354
Item 11. Executive Compensation		5354
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		5354
Item 13. Certain Relationships and Related Transactions, and Director Independence		5355
Item 14. Principal Accountant Fees and Services		5455
PART IV
Item 15. Exhibits and Financial Statement Schedules		5556
Item 16. Form 10-K Summary		5657
SIGNATURES

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Forward-Looking Statements

When used in this Annual Report on Form 10-K, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company’s market area, competition and information provided by third-party vendors and the matters described herein under “Item 1A. Risk Factors” that could cause actual results to differ materially from historical results and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which 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.

PART I

Item 1. Business

General

MB Bancorp, Inc. MB Bancorp (the “Company”) was incorporated in August 2014 to be the holding company for Madison Bank of Maryland (the “Bank”) following the Bank’s conversion from the mutual to the stock form of ownership. On December 29, 2014, the mutual to stock conversion was completed and the Bank became the wholly owned subsidiary of the Company. Also on that date, the Company sold and issued 2,116,000 shares of its common stock at a price of $10.00 per share, through which the Company received net offering proceeds of $20,165,000. During the years ended December 31, 2016 and December 31, 2017, the Company repurchased 215,600 shares and 12,700 of its common stock at an average price of $13.07 and $14.50 per share, respectively. During the year ended December 31, 2018, the company did not repurchase any shares, however former bank employees exercised a put option from the Employee Stock Ownership Plan for their vested shares (1,720 shares at $14.25 per share). The Company’s principal business activity is the ownership of the outstanding shares of the common stock of the Bank. The Company does not own or lease any property, but instead uses the premises, equipment and other property of the Bank, with the payment of appropriate rental fees, as required by applicable law and regulations, under the terms of an expense allocation agreement entered into with the Bank.

Madison Bank of Maryland. Madison Bank of Maryland is the product of the merger of three institutions, The Back & Middle River Building and Loan Association, Inc. (founded in 1912), Madison & Bradford Federal Savings & Loan Association (founded in 1904) and Bohemian American Federal Savings & Loan Association (founded in 1899). In 2002, Bohemian American merged with Madison & Bradford, at which time we changed our name to Madison Bradford/Bohemian American Savings Bank, and in 2004 we shortened our name to Madison Bohemian Savings Bank. In 2006, Back & Middle River merged into Madison Bohemian. In 2009, we adopted our current name, Madison Bank of Maryland.

Madison Bank of Maryland is a community-oriented financial institution, dedicated to serving the financial service needs of customers within its market area, which consists of Baltimore and Harford counties in Maryland. We offer a variety of deposit products and provide loans secured by real estate located in our market area. Our real estate loans consist primarily of residential mortgage loans, as well as non-residential real estate loans, construction and land loans and home equity lines of credit. We currently operate out of our corporate headquarters and main office in Forest Hill, Maryland and two full-service branch offices located in Aberdeen and Perry Hall, Maryland. We are subject to extensive regulation, examination and supervision by the Office of the Comptroller of the Currency, our primary federal regulator, and the Federal Deposit Insurance Corporation, our deposit insurer. At December 31, ~~2017~~2018, we had consolidated assets of $~~147~~150.3 million, total deposits of $~~103~~97.38 million and total equity of $3033.40 million.

Our executive offices are located at 1920 Rock Spring Road, Forest Hill, Maryland 21050 and the telephone number is (410) 420-9600.

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Our executive offices are located at 1920 Rock Spring Road, Forest Hill, Maryland 21050 and the telephone number is (410) 420-9600.

Available Information

The Bank maintains an internet website at http://www.mbofmd.com. The Company makes available its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports filed with the Securities and Exchange Commission (“SEC”) as well as other information related to the Company. SEC reports are available on this site as soon as reasonably practicable after electronically filed. The SEC’s website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Market Area

We are headquartered in Forest Hill, Maryland. We maintained offices in Baltimore County and Harford County to serve customers in those markets and occasionally make loans secured by real estate located in nearby counties but outside the markets served by our branches. We consider our deposit and lending market to consist of Baltimore and Harford counties in Maryland. The economy of our market area is a diverse cross section of employment sectors, with a mix of services, manufacturing, wholesale/retail trade, state and local government, health care facilities and finance related employment. Select employers in Baltimore County include the U.S. Social Security Administration, T. Rowe Price Group, McCormick & Company and Lockheed Martin, while Aberdeen Proving Grounds (“APG”) is a major employer both in the military and civilian capacity in Harford County.

Demographic and economic growth trends provide key insight into the health of our market area. Baltimore and Harford counties recorded similar population growth from 2010 to 2015 (0.6% annually), which was slightly slower than the Maryland and national growth rates of 0.8% and 0.7%, respectively. Baltimore County and Harford County reported higher median household and per capita incomes in relation to national averages. Compared to the State of Maryland, Harford County ~~reported~~and ~~higher income levels, while~~ Baltimore County reported slightly lower income levels. According to the U.S. Census Bureau, median household income for ~~2017~~2018 was $6873,~~775~~805 for Baltimore County and $8180,~~052~~476 for Harford County, compared to $7880,~~945~~776 for Maryland and $5960,~~039~~336 for the United States as a whole. Median household income for ~~2016~~2017 was $6768,~~095~~775 for Baltimore County and $8081,~~465~~052 for Harford County.

The unemployment rates for Maryland and the Baltimore and Harford County area was 43.09%, 43.06% and 3.40%, respectively, in December ~~2017~~2018 (below the rates for Maryland 43.29% and the Baltimore metropolitan area 43.17%, respectively, as of December ~~2016~~2017), Baltimore and Harford County fell below the ~~declining~~ national unemployment rate of 43.19%. Over the past several years, the unemployment rates for Maryland, the Baltimore metropolitan statistical area and Baltimore County have remained more stable than that of the United States with the highest level of unemployment reported in Baltimore County at 7.2% in 2012 as compared to the highest national unemployment rate of 8.5% in 2011. While moderately ~~improved~~improving in ~~2017~~2018, Harford County exhibited unemployment data better than the state and national averages through December ~~2017~~2018, with rates varying from 4.10% in July ~~2017~~2018 to 3.40% in December ~~2017~~2018. The demographic information is based on information provided by The Office of Workforce Information and Performance (OWIP).

Competition

We face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the many financial institutions operating in our primary market area and from other financial service companies such as securities brokerage firms, credit unions and insurance companies. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities. In addition, banks owned by large national and regional holding companies and other community-based banks also operate in our primary market area. Most of these institutions are larger than us and, therefore, may have greater resources.

Our competition for loans comes primarily from financial institutions, including credit unions, in our primary market area and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from non-depository financial services companies entering the mortgage market, such as insurance companies, securities companies and specialty finance companies.

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We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the Internet, and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law now permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our growth in the future.

Lending Activities

General. The largest segment of our loan portfolio is real estate mortgage loans, consisting primarily of residential mortgage loans, and, to a lesser extent, non-residential real estate loans, construction and land loans and home equity lines of credit. The only consumer loans we offer are loans to depositors secured by savings accounts, and we currently do not offer commercial loans; the commercial real estate loans currently in our portfolio were originated years ago. We are a portfolio lender and retain in our portfolio substantially all loans we originate.

The following is a description of the loans we offer and our lending policies. On occasion, as described below, we may choose to originate a loan that does not fully conform to our loan policies. However, such exceptions are extremely rare and the amounts involved are immaterial. Any exceptions to our loan policies must be approved by the individuals or committee having authority to approve a comparable loan that conformed fully to our lending policies. For information regarding loan approval procedures and authority, see “— Loan Underwriting — Loan Approval Procedures and Authority.”

Residential Mortgage Loans. At December 31, ~~2017~~2018, we had $7578.54 million in residential mortgage loans, which represented 7876.8% of our total loan portfolio. Our origination of residential mortgage loans enables borrowers to purchase or refinance existing homes, most of which are located in our primary market area. Included in residential mortgage loans are loans secured by one- to four-family properties, which totaled $7477.32 million at December 31, ~~2017~~2018, and loans secured by multi-family properties, which totaled $1.2 million at December 31, ~~2017~~2018. Of our residential mortgage loans, at December 31, ~~2017~~2018, $6669.98 million, or 9089.12% of residential mortgage loans, were secured by owner-occupied residences, $57.9 2 million, or 7.9.1% of residential mortgage loans, were secured by investor-owned properties, $1.2 million, or 1.75% of residential mortgage loans, were secured by multi-family properties and $~~260~~172,000, or 0.32% of residential mortgage loans, were second mortgage loans.

We offer fixed-rate residential mortgage loans with terms of up to 30 years, although we prefer to originate residential mortgage loans with terms of 15 years or less. We offer conforming conventional mortgage loans, which are loans of $417,000 or less with additional requirements, such as, down payment amount and credit history, as well as jumbo mortgage loans, which are loans that exceed that amount. Although we have not sold residential mortgage loans in recent years, we generally originate residential mortgage loans in conformance with secondary market guidelines. We are currently offering adjustable-rate loans. We determine the loan fees, interest rates and other provisions of mortgage loans based on our own pricing criteria and competitive market conditions.

While residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full either upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans on a regular basis. We do not offer residential mortgage loans with negative amortization, and we generally do not make interest only residential mortgage loans, although we have, on limited occasions, made interest only loans where there were exceptional income or credit characteristics associated with the loan.

We make owner occupied residential real estate loans with loan-to-value ratios of up to 95%. Loans with loan-to-value ratios in excess of 80% require private mortgage insurance. In addition, non-owner occupied one to four family residential real estate loan-to-value ratios may not exceed 75%. We require all properties securing mortgage loans to be appraised by a board-approved independent appraiser. We also

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require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, and flood insurance is required for all loans located in special flood hazard areas. We do not offer, and have not offered, sub-prime or no-documentation mortgage loans.

Included in residential mortgage loans are second mortgage loans. Second mortgage loans are made at fixed rates for terms of up to 15 years and in amounts of up to $200,000. We do not offer second mortgage loans with loan-to-value ratios exceeding 80%, including any first mortgage loan balance. Second mortgage loans totaled $~~260~~172,000 at December 31, ~~2017~~2018 and represented 0.32% of residential mortgage loans at such date.

Non-residential Real Estate Loans. At December 31, ~~2017~~2018, we had $1315.27 million of non-residential real estate loans in our portfolio. The non-residential real estate securing these loans generally consists of churches, small office buildings and marinas.

As of December 31, ~~2017~~2018, our largest non-residential real estate loan had an outstanding balance of $3.0 million and was secured by a retail building and mixed use retail, professional building located in Anne Arundel County, Maryland. This loan was performing in accordance with its terms at December 31, ~~2017~~2018.

Construction and Land Loans. At December 31, ~~2017~~2018, we had $3.20 million of construction and land loans, which represented 32.49% of our total loan portfolio. At December 31, ~~2017~~2018, construction and land loans consisted of $12.40 million of construction loans, amounting to 4165.89% of our construction and land loan portfolio, and $1.90 million of land loans, amounting to 5834.21% of our construction and land loan portfolio.

We originate loans for the construction of one- to four-family homes. We originate loans to individuals to finance the construction of residential dwellings. Our construction loans generally provide for the payment of only interest during the construction phase, which is usually up to 12 months. At the end of the construction phase, the loan generally converts to a permanent mortgage loan. Loans generally can be made with a maximum loan to value ratio of 80% on residential construction, based on the lesser of the appraised value as if complete or the sum of all costs to the borrower, including the cost of the land and construction costs. Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent appraiser, and we may require a feasibility study to ensure that the lot is buildable. We also will generally require an inspection of the property before disbursement of funds during the term of the construction loan.

We also originate loans to individuals for the purpose of purchasing land for future construction of one- to four-family residences. We offer land loans at a fixed-rate for a term of 20 years but are callable after five years. We limit the loan-to-value ratio to a maximum of 65%.

At December 31, ~~2017~~2018, our largest construction and land loan relationship was a $~~631~~980,000 loan secured by ~~waterfront~~a ~~property~~single infamily ~~Queen~~home ~~Anne’s County on the Eastern shore of the Chesapeake Bay. This loan has matured and included~~ in ~~our~~Baltimore ~~non-accrued loans while performing according to its forebearance agreement at December 31~~County, ~~2017~~Maryland. For further information, see “Item 7. — Management’s Discussion and Analysis and Results of Financial Condition — Risk Management — Analysis of Non-performing and Classified Assets.”

Home Equity Lines of Credit. We offer home equity lines of credit in amounts of up to $200,000, although on occasion, in the past, we have approved home equity lines of credit in excess of this amount. All of our home equity lines of credit currently offered are adjustable-rate loans with rates tied to the prime rate as reported in The Wall Street Journal and terms of up to 20 years. We do not originate home equity loans with loan-to-value ratios exceeding 80%, including any first mortgage loan balance. Our home equity lines of credit are not necessarily secured by residential real estate on which we also maintain the first mortgage. At December 31, ~~2017~~2018, home equity lines of credit totaled $32.57 million, or 32.6% of our total loan portfolio.

At December 31, ~~2017~~2018, our largest outstanding balance on a home equity line of credit was $~~642~~348,000, and the line of credit is secured by a residential ~~investment~~ property in ~~Worcester~~Harford County, Maryland. The loan is part of a larger lending relationship of $1.1 million, which includes real estate loans of $445,000 secured by land. The loans were performing in accordance with their terms at December 31, 2017.

Consumer Loans & C&I Loans. The only consumer loans we offer are loans to depositors, secured by savings. At December 31, 2018, we had no consumer loans. We offer commercial loans that are secured by property or deposit accounts at our bank. At December 31, 2018, commercial loans totaled $2.3 million, or 2.32% of our total loan portfolio.

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Consumer Loans & C&I Loans. The only consumer loans we offer are loans to depositors, secured by savings. At December 31, 2017, consumer loans totaled $128,000, or less than 0.13% of our total loan portfolio. We offer commercial loans that are secured by property or deposit accounts at our bank. At December 31, 2017, commercial loans totaled $296,000, or 0.31% of our total loan portfolio.

Loan Underwriting

Construction and Land Loans. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance draw funds beyond the amount originally scheduled to permit completion of the building. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a building having a value which is insufficient to assure full repayment if liquidation is required. If we are forced to foreclose on a building before or at completion due to a default, we may be unable to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. We also disburse funds on a percentage-of-completion basis following an inspection by a third party inspector or qualified bank personnel.

Home Equity Loans and Lines of Credit. In the case of home equity loans and lines of credit, real estate values may be reduced to a level that is insufficient to cover the outstanding loan balance after accounting for the first mortgage loan balance. Loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by our Board of Directors and management. Loans equal to or less than $250,000 must be approved by any two members of our Loan Committee, which consists of senior management. Our Officer Loan Committee, which consists of five members of senior management, has authority to approve loans in amounts over $250,000 and up to $800,000. All loans in excess of $800,000 must be approved by the majority of the Board of Directors prior to a commitment being made.

Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to 15% of our unimpaired capital and surplus. At December 31, ~~2017~~2018, our regulatory limit on loans-to-one-borrower was $34.82 million. Notwithstanding our regulatory loans-to-one-borrower limitation, our current policy is to limit our loans to one borrower to no more than $3.0 million. At December 31, ~~2017~~2018, our largest lending relationship was a loan totaling $3.0 million. The loan was performing at December 31, ~~2017~~2018. There are two properties in Anne Arundel County, Maryland, secured by a retail building and a mixed use retail, professional building. Both properties are a participation with another financial institution. For further information, see “Item 7. — Management’s Discussion and Analysis and Results of Financial Condition — Risk Management — Classified Assets.”

Loan Commitments. We issue commitments for residential mortgages conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Most of our loan commitments expire after 30 days. See note 16 of the Notes to Consolidated Financial Statements.

Investment Activities

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored agencies and of state and municipal governments, mortgage-backed securities, including collateralized mortgage obligations and certificates of deposit of federally insured institutions. Within certain regulatory limits, we also may invest a portion of our assets in other permissible securities. As a member of the Federal Home Loan Bank of Atlanta, we also are required to maintain an investment in Federal Home Loan Bank of Atlanta stock.

At December 31, 2018, our investment securities for the Bank included securities available-for-sale and securities held-to-maturity. We account for investment and mortgage-backed securities in accordance with Accounting Standards Codification Topic 320, “Investments – Debt and Equity Securities.” Accounting

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At December 31, 2017, our investment securities for the Bank included securities available-for-sale and securities held-to-maturity. We account for investment and mortgage-backed securities in accordance with Accounting Standards Codification ~~Topic~~ 320, ~~“Investments — Debt and Equity Securities.” Accounting Standards Codification 320~~ requires that investments be categorized as held-to-maturity, trading, or available for sale. In addition to our investment portfolio, at December 31, ~~2017~~2018, we maintained a $~~754~~940,000 investment, at cost, in Federal Home Loan Bank of Atlanta common stock.

Our primary investment objectives are: (i) to provide and maintain liquidity; (ii) to fully employ the available funds of the Company and the Bank; (iii) to earn an average rate of return on invested funds competitive with comparable institutions; (iv) to manage interest rate risk; and (v) to limit risk. Our board of directors has the overall responsibility for the investment portfolio, including approval of the investment policy. Our Chief Executive Officer and Chief Financial Officer are responsible for the implementation of our policy and monitoring our investment performance. Our board of directors reviews the status of our investment portfolio on a monthly basis.

Deposit Activities and Other Sources of Funds

General. Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.

Deposit Accounts. Deposits generally are attracted from within our market area through the offering of a broad selection of deposit instruments, including non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as NOW and money market accounts), statement savings accounts and certificates of deposit. We also utilize QwickRate, a direct deposit listing service and our own internet website to generate deposits. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, and profitability to us, matching deposit and loan products and customer preferences and concerns. We generally review our deposit mix and pricing bi-weekly. Our deposit pricing strategy has typically been to offer competitive rates on all types of deposit products, and to periodically offer special rates in order to attract deposits of a specific type or term.

Borrowings. We had $1319.0 million in borrowings at December 31, ~~2017~~2018, consisting of advances from the Federal Home Loan Bank of Atlanta to supplement our investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank of Atlanta and are authorized to apply for advances on the security of such stock and certain of our mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth, the Federal Home Loan Bank’s assessment of the institution’s creditworthiness, collateral value and level of Federal Home Loan Bank stock ownership. We had unused borrowing capacity of approximately $2118.5 million with the Federal Home Loan Bank of Atlanta as of December 31, ~~2017~~2018. In addition, we maintain a $2.5 million line of credit with another bank and access to the Federal Reserve Bank Discount Window; no amounts were outstanding under the lines of credit at December 31, ~~2017~~2018.

Personnel

As of December 31, ~~2017~~2018, we had 2623 full-time employees and ~~two~~four part-time employees, none of whom are represented by a collective bargaining unit. We believe our relationship with our employees is good.

Subsidiaries

Madison Bank of Maryland has two subsidiaries, both of which are wholly owned subsidiaries. 1920 Rock Spring Road, LLC was formed in 1998 to own and hold real estate. At December 31, ~~2017~~2018, its primary asset was the real estate where Madison Bank of Maryland’s headquarters is located. Mutual, LLC was formed in 2011 to hold other real estate owned. At December 31, ~~2017~~2018, Mutual, LLC owned no properties.

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Regulation and Supervision

General

Madison Bank of Maryland, as a federal savings bank, is subject to extensive regulation, examination and supervision by the Office of the Comptroller of the Currency, as its primary federal regulator, and by the Federal Deposit Insurance Corporation as the insurer of its deposits. Its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation. Madison Bank of Maryland must file reports with the Office of the Comptroller of the Currency concerning its activities and financial condition in addition to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the Office of the Comptroller of the Currency to evaluate Madison Bank of Maryland’s safety and soundness and compliance with various regulatory requirements. This regulatory structure is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of an adequate allowance for loan losses for regulatory purposes.

As a savings and loan holding company, MB Bancorp is subject to examination and supervision by, and be required to file certain reports with the Federal Reserve Board.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) made extensive changes to the regulation of Madison Bank of Maryland and will continue to affect, into the immediate future, the lending and investment activities and general operations of depository institutions and their holding companies. Under the Dodd-Frank Act, the Office of Thrift Supervision was eliminated and responsibility for the supervision and regulation of federal savings banks such as Madison Bank of Maryland was transferred to the Office of the Comptroller of the Currency on July 21, 2011. The Office of the Comptroller of the Currency is the agency that is primarily responsible for the regulation and supervision of national banks. Additionally, the Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau of the Federal Reserve System. The Consumer Financial Protection Bureau assumed responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations and has authority to impose new requirements. However, institutions of less than $10 billion in assets, such as Madison Bank of Maryland, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the enforcement authority of, their prudential regulators.

Certain of the regulatory requirements that are or will be applicable to Madison Bank of Maryland and MB Bancorp are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Madison Bank of Maryland and MB Bancorp.

Federal Banking Regulation

Business Activities. The activities of federal savings banks, such as Madison Bank of Maryland, are governed by federal laws and regulations. Those laws and regulations delineate the nature and extent of the business activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, (e.g., commercial, nonresidential real property loans and consumer loans), is limited to a specified percentage of the institution’s capital or assets.

Capital Requirements. In early July 2013, the Federal Reserve Board, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements.

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The rules include new risk-based capital and leverage ratios, which became effective January 1, 2015, and revised the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to Madison Bank of Maryland are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged); and (iv) a Tier 1 leverage ratio of 4% for all institutions. In addition, the rules assign a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rules also eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital. However, instruments issued prior to May 19, 2010 are grandfathered for companies with consolidated assets of $15 billion or less. In addition, Tier 2 capital is no longer limited to the amount of Tier 1 capital included in total capital. Mortgage servicing rights, certain deferred tax assets and investments in unconsolidated subsidiaries over designated percentages of common stock will be required to be deducted from capital, subject to a two-year transition period. Finally, Tier 1 capital will include accumulated other comprehensive income (which includes all unrealized gains and losses on available for sale debt and equity securities), subject to a two-year transition period.

The rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.

In September 2017, the Federal Reserve Board, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency proposed a rule intended to reduce regulatory burden by simplifying several requirements in the agencies’ regulatory capital rule. Most aspects of the proposed rule would apply only to banking organizations that are not subject to the “advanced approaches” in the capital rule, which are generally firms with less than $250 billion in total consolidated assets and less than $10 billion in total foreign exposure. The proposal would simplify and clarify a number of the more complex aspects of the existing capital rule. Specifically, the proposed rule simplifies the capital treatment for certain acquisition, development, and construction loans, mortgage servicing assets, certain deferred tax assets, investments in the capital instruments of unconsolidated financial institutions, and minority interest. A final rule has not yet been issued.

The Office of the Comptroller of the Currency also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of particular risks or circumstances.

Prompt Corrective Regulatory Action. Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept broker deposits. The Office of the Comptroller of the Currency is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of undercapitalization. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. The Office of the Comptroller of the Currency could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors. Significantly and critically undercapitalized institutions are subject to additional mandatory and discretionary measures.

Insurance of Deposit Accounts. Madison Bank of Maryland’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation. Deposit insurance per account owner is currently $250,000. Under the Federal Deposit Insurance Corporation’s risk-based

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assessment system, insured institutions are assigned a risk category based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned, and certain adjustments specified by Federal Deposit Insurance Corporation regulations. Institutions deemed less risky pay lower assessments. The Federal Deposit Insurance Corporation may adjust the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment. No institution may pay a dividend if in default of the federal deposit insurance assessment.

The Dodd-Frank Act required the Federal Deposit Insurance Corporation to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits. The Federal Deposit Insurance Corporation finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity.

The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of Madison Bank of Maryland. Management cannot predict what insurance assessment rates will be in the future.

Loans to One Borrower. Federal law provides that savings banks are generally subject to the limits on loans to one borrower applicable to national banks. Generally, subject to certain exceptions, a savings bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if secured by specified readily-marketable collateral. At December 31, ~~2017~~2018, our regulatory loans-to-one borrower limitation was $34.82 million. Notwithstanding this regulatory limitation, our current policy is not to make loans to one borrower in excess of $3.0 million.

Qualified Thrift Lender Test. Federal law requires savings banks to meet a qualified thrift lender test. Under the test, a savings bank is required to either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities but also including education, credit card and small business loans) in at least nine months out of each 12-month period.

A savings bank that fails the qualified thrift lender test is subject to certain operating restrictions and the Dodd-Frank Act also specifies that failing the qualified thrift lender test is a violation of law that could result in an enforcement action and dividend limitations. As of December 31, ~~2017~~2018, Madison Bank of Maryland maintained 7880.94% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.

Limitation on Capital Distributions. Federal regulations impose limitations upon all capital distributions by a savings bank, including cash dividends, payments to repurchase its shares and payments to shareholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the Office of the Comptroller of the Currency is required before any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under Office of the Comptroller of the Currency regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of the Comptroller of the Currency. If an application is not required, the institution must still provide 30 days prior written notice to, and receive the non-objection of, the Federal Reserve Board of the capital distribution if, like Madison Bank of Maryland, it is a subsidiary of a holding company, as well as an informational notice filing to the Office of the Comptroller of the Currency. If Madison Bank of Maryland’s capital ever fell below its regulatory requirements or the Office of the Comptroller of the Currency notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In addition, the Office of the Comptroller of the Currency could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the Office of the Comptroller of the Currency determines that such distribution would constitute an unsafe or unsound practice.

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Community Reinvestment Act. All federal savings banks have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. An institution’s failure to satisfactorily comply with the provisions of the Community Reinvestment Act could result in denials of regulatory applications. Responsibility for administering the Community Reinvestment Act, unlike other fair lending laws, was not transferred to the Consumer Financial Protection Bureau. Madison Bank of Maryland received an “Outstanding” Community Reinvestment Act rating in its most recently completed examination.

Transactions with Related Parties. Federal law limits Madison Bank of Maryland’s authority to engage in transactions with “affiliates” (e.g., any entity that controls or is under common control with Madison Bank of Maryland, including MB Bancorp and its other subsidiaries). The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the savings bank. The aggregate amount of covered transactions with all affiliates is limited to 20% of the savings bank’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type specified by federal law. The purchase of low quality assets from affiliates is generally prohibited. Transactions with affiliates must generally be on terms and under circumstances that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, savings banks are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no savings bank may purchase the securities of any affiliate other than a subsidiary.

The Sarbanes-Oxley Act of 2002 generally prohibits loans by MB Bancorp to its executive officers and directors. However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, Madison Bank of Maryland’s authority to extend credit to executive officers, directors and 10% shareholders (“insiders”), as well as entities of such person’s control is limited. The laws limit both the individual and aggregate amount of loans that Madison Bank of Maryland may make to insiders based, in part, on Madison Bank of Maryland’s capital level and require that certain board approval procedures be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. Loans to executive officers are subject to additional limitations based on the type of loan involved.

Enforcement. The Office of the Comptroller of the Currency currently has primary enforcement responsibility over savings banks and has authority to bring actions against the institution and all institution-affiliated parties, including directors, officers, shareholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful actions likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institution of receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1.0 million per day in especially egregious cases. The Federal Deposit Insurance Corporation has the authority to recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular savings bank. If action is not taken by the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation has authority to take such action under certain circumstances. Federal law also establishes criminal penalties for certain violations.

Federal Home Loan Bank System. Madison Bank of Maryland is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Madison Bank of Maryland, as a member of the Federal Home Loan Bank of Atlanta, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank. Madison Bank of Maryland was in compliance with this requirement with an investment in Federal Home Loan Bank stock at December 31, ~~2017~~2018 of $~~754~~940,000.

Federal Reserve System. The Federal Reserve Board regulations require savings banks to maintain non-interest-earning reserves against their transaction accounts (primarily Negotiable Order of Withdrawal (NOW) and regular checking accounts). The regulations provide that reserves be maintained against

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aggregate transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts up to and including $~~122~~124.32 million; and a 10% reserve ratio is applied above $~~122~~124.32 million. The first $16.03 million of otherwise reservable balances (subject to adjustments by the Federal Reserve Board) are exempted from the reserve requirements.

Other Regulations

Madison Bank of Maryland’s operations are also subject to federal laws applicable to credit transactions, such as, but not limited to, the:

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Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

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Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

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Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

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Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;

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Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; and

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Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of Madison Bank of Maryland also are subject to the:

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Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

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Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

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Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

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Truth in Savings Act, which establishes the requirement for clear and uniform disclosure of terms and conditions regarding deposit interest and fees to help promote economic stability, competition between depository institutions, and allow the consumer to make informed decisions;

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Gramm-Leach-Bliley Act, which requires each depository institution to disclose its privacy policy, identify parties with whom certain nonpublic customer information is shared and provide customers with certain rights to “opt out” of disclosure to certain third parties;

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The Fair and Accurate reporting Act of 2003, as an amendment to the Fair Credit Reporting Act, as noted previously, which includes provisions to help reduce identify theft by providing procedures for the identification, detection, and response to patterns, practices, or specific activities — known as “red flags”.

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Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the “USA PATRIOT Act”), and the related regulations of the Federal Reserve Board, which require savings banks operating in the United States to develop new anti-money laundering compliance programs (including a customer identification program that must be incorporated into the AML compliance program), due diligence policies and controls to ensure the detection and reporting of money laundering; and

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The Bank Secrecy Act of 1970, which requires financial institutions in the United States to keep records of cash purchases of negotiable instruments, file reports of cash transactions exceeding $10,000 (daily aggregate), and to report suspicious activity that might signify money laundering, tax evasion, or other criminal activities.

Holding Company Regulation

General. As a savings and loan holding company, MB Bancorp is subject to Federal Reserve Board regulations, examinations, supervision, reporting requirements and regulations regarding its activities. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to Madison Bank of Maryland.

Pursuant to federal law and regulations and policy, a savings and loan holding company such as MB Bancorp may generally engage in the activities permitted for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, and certain other activities that have been authorized for savings and loan holding companies by regulation.

Federal law prohibits a savings and loan holding company from, directly or indirectly or through one or more subsidiaries, acquiring more than 5% of the voting stock of another savings bank, or savings and loan holding company thereof, without prior written approval of the Federal Reserve Board or from acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary holding company or savings bank. A savings and loan holding company is also prohibited from acquiring more than 5% of a company engaged in activities other than those authorized by federal law or acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings banks, the Federal Reserve Board must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors.

The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings banks in more than one state, except: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (ii) the acquisition of a savings bank in another state if the laws of the state of the target savings bank specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Capital Requirements. Savings and loan holding companies historically have not been subject to consolidated regulatory capital requirements. However, in July 2013, the Federal Reserve Board approved a new rule that implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The final rule established consolidated capital requirements for savings and loan holding companies with consolidated assets over $1 million. Because MB Bancorp does not exceed this threshold, it is not subject to this requirement. See “Regulation and Supervision — Federal Banking Regulation — Capital Requirements.”

Source of Strength. The Dodd-Frank Act also extends the “source of strength” doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations implementing the ”“source of strength” policy requiring that holding companies act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.

Dividends and Stock Repurchases. The Federal Reserve Board has the power to prohibit dividends by savings and loan holding companies if their actions constitute unsafe or unsound practices. The Federal Reserve Board has issued a policy statement on the payment of cash dividends by bank holding companies and savings and loan holding companies which expresses the Federal Reserve Board’s view that a holding company should pay cash dividends only to the extent that the company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company’s capital needs, asset quality and overall financial condition. The Federal Reserve Board also indicated that it would be inappropriate for a holding company experiencing serious financial problems to borrow funds to pay dividends. Under the prompt corrective action regulations, the Federal Reserve Board may prohibit a bank holding company from paying any dividends if the holding company’s bank subsidiary is classified as “undercapitalized.”

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Federal Reserve Board policy also provides that a holding company should inform the Federal Reserve Board supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would result in a net reduction, as of the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred.

Acquisition of MB Bancorp. Under the Federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan holding company or savings bank. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the outstanding voting stock of the company or institution, unless the Federal Reserve Board has found that the acquisition will not result in a change of control. A change in control definitely occurs upon the acquisition of 25% or more of the company’s outstanding voting stock. Under the Change in Control Act, the Federal Reserve Board generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that acquires control would then be subject to regulation as a savings and loan holding company.

Emerging Growth Company Status

The JOBS Act, which was enacted in April 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” MB Bancorp, Inc. qualifies as an emerging growth company under the JOBS Act.

An “emerging growth company” may choose not to hold stockholder votes to approve annual executive compensation (more frequently referred to as “say-on-pay” votes) or executive compensation payable in connection with a merger (more frequently referred to as “say-on-golden parachute” votes). An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting, and can provide scaled disclosure regarding executive compensation; however, MB Bancorp, Inc. will also not be subject to the auditor attestation requirement or additional executive compensation disclosure so long as it remains a “smaller reporting company” under Securities and Exchange Commission regulations (generally less than $75 million of voting and non-voting equity held by non-affiliates). Finally, an emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have irrevocably elected not to adopt new or revised accounting standards on a delayed basis, and will be required to adopt new or revised accounting standards in the same manner as other public companies that are not emerging growth companies.

A company loses emerging growth company status on the earlier of: (i) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.0 billion or more; (ii) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933; (iii) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which such company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non-voting equity held by non-affiliates).

Federal Income Taxation

General. We report our income on a calendar year basis using the accrual method of accounting. The federal income tax laws apply to us in the same manner as to other corporations with some exceptions, including particularly our reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to us. Our federal income tax returns have not been audited during the last five years. For its ~~2017~~2018 calendar year, Madison Bank of Maryland’s maximum statutory federal income tax rate was 3421%.

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MB Bancorp and Madison Bank of Maryland have entered into a tax allocation agreement. Because MB Bancorp owns 100% of the issued and outstanding capital stock of Madison Bank of Maryland after the completion of the conversion, MB Bancorp and Madison Bank of Maryland are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code, of which group MB Bancorp will be the common parent corporation. As a result of this affiliation, Madison Bank of Maryland may be included in the filing of a consolidated federal income tax return with MB Bancorp and, if a decision to file a consolidated tax return is made, the parties agree to compensate each other for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal income tax return.

Bad Debt Reserves. For fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for ~~nonqualifying~~non-qualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and require savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves.

Distributions. If Madison Bank of Maryland makes “non-dividend distributions” to MB Bancorp, the distributions will be considered to have been made from Madison Bank of Maryland’s unrecaptured tax bad debt reserves, including the balance of its reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from Madison Bank of Maryland’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in Madison Bank of Maryland’s taxable income. Non-dividend distributions include distributions in excess of Madison Bank of Maryland’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock, and distributions in partial or complete liquidation. Dividends paid out of Madison Bank of Maryland’s current or accumulated earnings and profits will not be included in Madison Bank of Maryland’s taxable income.

The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Madison Bank of Maryland makes a non-dividend distribution to MB Bancorp, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 3421% federal corporate income tax rate. Madison Bank of Maryland does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

The state of Maryland imposes an income tax of approximately 8.25% on income measured substantially the same as federally taxable income. The State of Maryland currently assesses a personal property tax for December 2000 and forward.

Executive Officers Who Are Not Directors

The executive officers of MB Bancorp and Madison Bank of Maryland are elected annually by the Board of Directors and serve at the board’s discretion.

Below is information regarding our other executive officers who are not directors. Ages presented are as of December 31, ~~2017~~2018.

Lisa M. McGuire-Dick has been with Madison Bank of Maryland since October 2004 serving as Vice President until March 2014 when she was named Senior Vice President. She is responsible for our Human Resources department. Age 53.

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~~John~~ Lisa M. ~~Wright~~McGuire-Dick has been with Madison Bank of Maryland since ~~December,~~October ~~2016,~~2004 serving as ~~Executive~~Vice President until March 2014 when she was named Senior Vice President. ~~and~~She ~~Chief~~is ~~Financial~~responsible ~~Officer~~for our Human Resources department. Age 5154.

John M. Wright has been with Madison Bank of Maryland since December, 2016, serving as Executive Vice President and Chief Financial Officer. Age 52.

Item 1A. Risk Factors

If our non-performing assets increase, or do not decrease, our earnings will continue to be adversely affected.

At December 31, ~~2017~~2018, our non-performing assets, which consist of non-accruing loans past due 90 days or more, ground rents that are delinquent three or more years, and other real estate owned, and accruing troubled debt restructurings were $4.3.1 million, or 2.9003% of total assets. Our non-performing assets adversely affect our net income in various ways:

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we record interest income only on a cash basis for non-accrual loans and we do not record interest income for other real estate owned;

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we must provide for probable loan losses through a current period provision for loan losses which is a charge to income;

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non-interest expense increases when we write down the value of properties in our other real estate owned portfolio to reflect changing market values;

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there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees related to our other real estate owned; and

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the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity.

If additional borrowers become delinquent and do not pay their loans or if we are unable to successfully manage our non-performing assets, our net income could decrease or we could experience losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations.

We have had losses or net income below our peer group in recent periods. If we cannot increase our income to competitive levels, our stock price may be adversely affected.

We have had nominal core income or losses in recent periods, including net income of $2.3 million, $73,000 and net losses of $1.8 million in the years ended December 31, 2018, 2017 and 2016, respectively. Our return on average assets was 1.57%, 0.05% and (1.27)% for the years ended December 31, 2018, 2017 and 2016, respectively, and our return on average equity was 7.43%, 0.24% and (5.45)% for the years ended December 31, 2018, 2017 and 2016, respectively.

~~Our~~During the year ended December 31, 2018, we were able to reverse the prior trends by increasing our net interest income and control our expenses. We need to continue this path of improvements and remain confident we will remain profitable but achieving similar results as recognized by our peer group remains a challenge. Prior to 2018, our most recent minimal income or losses were due primarily to a continued decline in net interest income, high non-interest expenses, valuation write downs of other real estate owned and deferred tax assets. Our growth is essential to our future profitability, and we expect to incur expenses related to the implementation of our strategic plan. In addition, the recent conversion will have a short-term adverse impact on our operating results, due to additional costs related to becoming a public company, increased compensation expenses associated with our employee stock ownership plan and the implementation of a stock-based incentive plan in May 2016. Accordingly, even if we successfully implement our strategic plan, our strategic initiatives may not succeed in generating or increasing income.

If we are unable to generate or increase income, our stock price may be adversely affected. Moreover, even if we are successful in generating net income, our earnings may be low for some time. In such event, our return on equity, which equals net income divided by average equity, may be below returns on equity as compared to our peer group.

Our business may be adversely affected by credit risk associated with residential property.

At December 31, 2017, $75.5 million, or 78.8% of our total loan portfolio, was secured by residential real estate. Residential mortgage lending, whether owner occupied or non-owner occupied, is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Based on data provided by the Maryland Association of Realtors, for December 31, 2017, 2016 and 2015, average residential real estate prices were $284,000, $253,000 and $200,000, respectively, in Baltimore County, and $295,000, $257,000 and

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~~$239,450,~~Our ~~respectively,~~business in Harford County. The fourth quarter increase of 9.3% in Baltimore County residential real estate values as a result of the uptick in the housing market in our market area has increased the value of the real estate collateral securing these types of loans. Moreover, Harford County saw a fourth quarter 6.2% increase in the value of residential real estate which decreased the risk that we would incur losses if borrowers default on their loans. Fluctuations in value and levels of bank-owned sales may have a greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more diversified. On limited occasions, we originate “jumbo” loans, which are residential mortgage loans in amounts exceeding $417,000, which, due to the size of such loans, may expose us to additional credit risks. Moreover, we are a portfolio lender; accordingly, we expect to be ~~exposed~~adversely toaffected ~~the~~by credit risk ~~for~~associated ~~longer~~with ~~periods~~residential ~~of time, including in some cases for the entire term of the loan~~property.

At December 31, 2018, $78.4 million, or 76.8% of our total loan portfolio, was secured by residential real estate. Residential mortgage lending, whether owner occupied or non-owner occupied, is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Based on data provided by the Maryland Association of Realtors, for December 31, 2018, 2017 and 2016, average residential real estate prices were $283,000, $284,000 and $253,000, respectively, in Baltimore County, and $257,000, $295,000 and $257,000, respectively, in Harford County. The fourth quarter decrease of 3.8% in Baltimore County residential real estate values was a result of higher interest rates and government instability causing a decrease in the value of the real estate collateral securing these types of loans. Moreover, Harford County saw a fourth quarter 6.7% decrease in the value of residential real estate which increased the risk that we would incur losses if borrowers default on their loans. Fluctuations in value and levels of bank-owned sales may have a greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more diversified. On limited occasions, we originate “jumbo” loans, which are residential mortgage loans in amounts exceeding $417,000, which, due to the size of such loans, may expose us to additional credit risks. Moreover, we are a portfolio lender; accordingly, we expect to be exposed to the credit risk for longer periods of time, including in some cases for the entire term of the loan.

Residential loans with higher loan-to-value ratios will be more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, they may be unable to repay their loans in full from the sale proceeds. Further, a significant amount of our home equity loans and lines of credit are second mortgage loans, and we may not hold the first mortgage in all cases. In the case of home equity loans and lines of credit, we may not be successful in recovering all or a portion of our loan proceeds in the event of default unless the value of the collateral is sufficient to cover the first and second mortgage and the costs associated with a foreclosure are justified by the value of the property.

If our allowance for loan losses is not sufficient to cover actual loan losses, we may be required to make additional provisions for loan losses, which would cause our earnings to decrease.

We recorded noa (reversal) provision for loan losses of ($690,000) for the year ended December 31, ~~2017~~2018 and ano ~~(reversal)~~ provision for ~~loan losses of $(258,000) for~~ the year ended December 31, ~~2016~~2017 that were charged against income for those periods. We incurred net (recoveries) charge-offs of $ (70$694,000) and ($8570,000) respectively, during the same periods. While our allowance for loan losses was 81249.5742% of non-performing loans and 1.3628% of total loans at December 31, ~~2017~~2018, we may be required to make additional material additions to our allowance for loan losses that would materially decrease our net income.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers, our borrowers’ cash flow and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, resulting in additional provisions charged against income to increase our allowance. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. We have also determined to have an independent firm review our loan portfolio and reserve methodology on an annual basis to provide recommendations to management.

Lending money is a substantial part of our business and each loan carries a certain risk that it may not be repaid in accordance with its terms, or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things, cash flow of the borrower and/or the project being financed, the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan, the duration of the loan, the character and creditworthiness of a particular borrower, and changes in economic and industry conditions.

The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. If charge-offs in future periods exceed the allowance for loan losses we will need additional provisions to replenish the allowance for loan losses. Any additional provisions will result in a decrease in net income and possibly capital, and may have a material adverse effect on our financial condition and results of operations.

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all of which may undergo material changes. Continuing deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. If charge-offs in future periods exceed the allowance for loan losses we will need additional provisions to replenish the allowance for loan losses. Any additional provisions will result in a decrease in net income and possibly capital, and may have a material adverse effect on our financial condition and results of operations.

If our foreclosed real estate is not properly valued or if our reserves are insufficient, our earnings could be reduced.

We obtain appraisals when a loan has been foreclosed and the property taken in as foreclosed real estate, and write down the foreclosed real estate to the amount of the appraisal. We also obtain appraisals at certain other times during the holding period of the asset. Our net book value on the loan at the time of foreclosure and thereafter is compared to the updated fair value of the foreclosed property less estimated selling costs (fair value). A charge-off is recorded for any excess in the asset’s net book value over its fair value less estimated selling costs. If our valuation process is incorrect, or if property values decline, the fair value of our foreclosed real estate may not be sufficient to recover our carrying value in such assets, resulting in the need for additional charge-offs. Significant charge-offs to our foreclosed real estate could have a material adverse effect on our financial condition and results of operations. In addition, bank regulators periodically review our foreclosed real estate and may require us to recognize further charge-offs. Any increase in our charge-offs may have a material adverse effect on our financial condition and results of operations.

We may not be able to increase our profitability by implementing our business strategies.

Our ability to operate profitably depends upon a number of factors, including our ability to improve asset quality, reduce funding costs, control expenses and generate income, as well as general economic conditions, competition with other financial institutions, changes to the interest rate environment that may reduce our profit margins or impair our business strategy, adverse changes in the securities markets, changes in laws or government regulations, changes in consumer spending, borrowing, or saving, changes in accounting policies and other risks and uncertainties described in this “Risk Factors” section. While we believe we have the management resources and internal systems in place to successfully manage our business, we may not be successful in implementing our business strategy. Further, it will take time to implement our business strategy. Our strategic plan, even if successfully implemented, may not ultimately produce positive results.

Our strategies to modify our interest rate risk profile may be difficult to implement.

Our asset/liability management strategies are designed to decrease our interest rate risk sensitivity. One such strategy is to manage our liabilities to moderate our interest rate risk sensitivity. Customer demand is primarily for short-term maturity certificates of deposit. Using short-term liabilities to fund long-term, fixed-rate assets will increase the interest rate sensitivity of any financial institution. We have utilized Federal Home Loan Bank advances to mitigate the impact of customer demand by lengthening the maturities of our liabilities; however, these advances carry higher rates of interest than our cost of deposits, adversely affecting our net interest income.

Federal Home Loan Bank advances are entered into as liquidity is needed or to fund assets that provide for a spread considered sufficient by management. If we are unable to originate short-term or adjustable-rate loans at favorable rates or fund loan originations or securities purchases with long-term advances, we may have difficulty executing this asset/liability management strategy and/or it may result in a reduction in profitability.

IfAdverse weconditions ~~are~~in ~~unable~~the tolocal ~~improve~~economy ~~our~~or ~~asset~~real ~~quality~~estate ~~and~~market ~~earnings, we may be subject to regulatory actions that~~ could ~~limit~~hurt our ~~business~~prof ~~or operations~~its.

WeOur ~~have~~success ~~had~~depends ~~high~~to ~~levels~~a oflarge ~~non-performing~~degree ~~assets~~on ~~and~~the ~~low~~general ~~earnings~~economic ~~relative~~conditions toin our ~~peer~~market ~~institutions~~area ~~during~~of ~~2016~~Baltimore and ~~2017.~~Harford Ifcounties wein ~~fail~~Maryland. toDuring ~~improve~~the ~~asset~~recent ~~quality and earnings~~recession, our ~~regulators~~market ~~could~~had ~~subject us to~~ a ~~formal~~significant ~~written~~downturn ~~agreement~~in orwhich ~~cease~~we ~~and~~experienced ~~desist~~falling ~~order~~home prices, ~~restrict~~rising ~~Madison~~foreclosures ~~Bank~~and ofan ~~Maryland’s~~increased orlevel ~~MB Bancorp’s ability to pay dividends, restrict Madison Bank~~ of ~~Maryland’s~~commercial orand MBconsumer ~~Bancorp’s~~delinquencies. ~~growth~~Notwithstanding orthe ~~ability~~stabilization ~~to engage~~ in ~~certain~~the ~~types~~national ofand ~~lending, require Madison Bank of~~ Maryland or MB Bancorp to take remedial actions with respect to any capital deficiency, require Madison Bank of Maryland or MB Bancorp to submit a capital plan for approval, or take other adverse regulatory actions, any one of which would negatively impact our stock price.

Adverse conditions in the local economy or real estate market could hurt our profits.

Our success depends to a large degree on the general economic conditions in our market area of Baltimore and Harford counties in Maryland. During the recent recession, our market had a significant

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downturn in which we experienced falling home prices, rising foreclosures and an increased level of commercial and consumer delinquencies. Notwithstanding the stabilization in the national and Maryland economies that has occurred since 2015, the Baltimore County and Harford County real estate markets have not fully recovered from their recent lows and remain weak. At December 31, ~~2017~~2018, most of our loan portfolio consisted of loans secured by real estate in our market area. The vast majority of our loans are secured by real estate in our market area, and, as a result, we have a greater risk of loan defaults and losses in the event of a further economic downturn in our market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely payments of their loans. Further significant decline in real estate values in our market would mean that the collateral for many of our loans would provide less security. As a result, we would be more likely to suffer losses on defaulted loans because our ability to fully recover on defaulted loans by selling the real estate collateral would be diminished.

Our local economy may affect our future growth possibilities and operations in our primary market area. Our future growth opportunities depend on the growth and stability of our regional economy and our ability to expand in our market area. Continued adverse conditions in our local economy may limit funds available for deposit and may negatively affect demand for loans, both of which could have an impact on our profitability.

We may be adversely affected by recent changes in U.S. tax laws and regulations.

Changes in tax laws contained in the Tax Cuts and Jobs Act, which was enacted in December 2017, include a number of provisions that will have an impact on the banking industry, borrowers and the market for residential real estate. Included in this legislation was a reduction of the corporate income tax rate from 35% to 21%. In addition, other changes included: (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes.

The recent changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In addition, these recent changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes, such as Maryland. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

A return of recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Although the U.S. economy has emerged from the severe recession that occurred in 2008 and 2009, economic growth has been slow and uneven.. Recovery by many businesses has been impaired by lower consumer spending. A return to prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Further declines in real estate values and sales volumes and continued elevated unemployment levels may result in higher than expected loan delinquencies, increases in our non-performing and criticized classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and results of operations. As a result of the economic downturn, our non-performing assets, accruing loans past due 90 days or more and troubled debt restructurings increased to a high of $13.2 million at December 31, 2012. Since that time, the amount of non-performing assets and troubled debt restructurings declined to $54.8 3 million at December 31, ~~2016~~2017 and to $4.3.1 million at December 31, ~~2017~~2018. Reduction in problem assets has been slow, and the process has been exacerbated by the condition of some of the properties securing non-performing loans, the lengthy foreclosure process, and extended workout plans with certain borrowers. As we work through the resolution of these assets, the continued economic problems that exist in the financial markets could have a negative impact on the Company.

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A return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Further declines in real estate values and sales volumes and continued high unemployment levels may result in higher than expected loan delinquencies and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

Changing interest rates may decrease our earnings and asset values.

Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings. Our interest rate spread is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates — up or down — could adversely affect our interest rate spread and, as a result, our net interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our interest rate spread to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. Historically we have been a portfolio lender emphasizing the origination of residential mortgage loans, which we fund with deposits, a significant portion of which are certificates of deposit. In recent years, as market interest rates have declined, our borrowers have sought out longer duration residential mortgage loans, while our depositors have sought out shorter term deposits. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our interest rate spread to contract until the yield catches up. This contraction could be more severe following a prolonged period of lower interest rates, as a larger proportion of our fixed-rate residential loan portfolio will have been originated at those lower rates and borrowers may be more reluctant or unable to sell their homes in a higher interest rate environment. Changes in the slope of the “yield curve” — or the spread between short-term and long-term interest rates — could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our interest rate spread as our cost of funds increases relative to the yield we can earn on our assets. Additionally, increases in interest rates may decrease loan demand. Conversely, a reduction in interest rates can result in increased prepayments of loans and mortgage-backed and related securities, as borrowers refinance their debt in order to reduce their borrowing costs. This creates the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. For further discussion of how changes in interest rates could impact us, see “Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management — Interest Rate Risk Management.”

Historically low interest rates may adversely affect our net interest income and profitability.

In recent years it has been the policy of the Federal Reserve Board to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at historically low levels. Our ability to lower our interest expense at current interest rate levels is limited while our average asset yield may continue to decrease. Accordingly, our net interest income (the difference between interest income earned on assets and interest expense paid on liabilities) may remain low or decrease, which would have an adverse effect on our profitability.

We are subject to certain risks in connection with our use of technology.

Our security measures may not be sufficient to mitigate the risk of a cyber-attack. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have a security impact. If one or more of these events occur, this could jeopardize our or our customers’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional

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customers’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.

Security breaches in our Internet banking activities could further expose us to possible liability and damage our reputation. Any compromise of our security also could deter customers from using our Internet banking services that involve the transmission of confidential information. We rely on standard Internet security systems to provide the security and authentication necessary to affect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures, which could result in significant legal liability and significant damage to our reputation and our business.

Our security measures may not protect us from systems failures or interruptions. While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any failures or interruptions may require us to identify alternative sources of such services, and we cannot assure you that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

Additional expenses following the offering will adversely affect our profitability.

Following our ~~recent~~2014 conversion, our non-interest expenses have increased as it specifically relates to the financial accounting, legal and various other expenses usually associated with operating as a public company and complying with public company disclosure obligations, particularly those obligations imposed by the Sarbanes-Oxley Act of 2002. These additional expenses adversely affect our profitability.

As we resume commercial real estate lending, we may be exposed to increased lending risks and expenses.

As part of our strategy to increase earnings, we are gradually beginning to offer commercial real estate lending, and have added commercial lending personnel to assist us in these efforts. These types of loans generally expose a lender to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential mortgage loans. In addition, since such loans generally entail greater risk than residential mortgage loans, we may need to increase our allowance for loan losses in the future associated with the growth of such loans. Also, commercial real estate borrowers often have more than one loan outstanding with their lender. Consequently, as we increase our commercial real estate lending, an adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with respect to a residential mortgage loan. In addition, if we add new lending personnel, we will be required to make increased expenditures for salaries and employee benefits, and it may take some period of time for the new personnel to generate sufficient loan volume to offset these expenditures. Accordingly, we anticipate that, in the short term, net income could be negatively affected if we pursue this strategy.

If we conclude that the decline in value of any of our investment securities is other-than-temporary, we are required to write down the value of that security through a charge to earnings.

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Ifits carrying value, we ~~conclude~~are ~~that~~required to assess whether the decline inis ~~value~~other-than-temporary. ofIf ~~any~~we ofconclude ~~our~~that ~~investment~~the ~~securities~~decline is other-than-temporary, we are required to write down the value of that security through a charge to earnings. Changes in the expected cash flows of these securities and/or prolonged price declines may result in our concluding in future periods that the impairment of these securities is other-than-temporary, which would require a charge to earnings to write down theses securities to their fair value. Any charges for other-than-temporary impairment would not impact cash flow, tangible capital or liquidity.

We review our investment securities portfolio on a monthly basis to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other-than-temporary. If we conclude that the decline is other-than-temporary, we are required to write down the value of that security through a charge to earnings. Changes in the expected cash flows of these securities and/or prolonged price declines may result in our concluding in future periods that the impairment of these securities is other-than-temporary, which would require a charge to earnings to write down theses securities to their fair value. Any charges for other-than-temporary impairment would not impact cash flow, tangible capital or liquidity.

We are dependent upon the services of a key executive and we could be harmed by the loss of his services.

We rely heavily on our President and Chief Executive Officer, Philip P. Phillips. The loss of Mr. Phillips could have a material adverse impact on our operations because, as a small company, we have fewer management-level personnel that have the experience and expertise to readily replace this individual. Changes in key personnel and their responsibilities may be disruptive to our business and could have a material adverse effect on our business, financial condition, and results of operations. We do not have key person life insurance on our executive officers.

Strong competition within our primary market area could negatively impact our profits and slow growth.

We face intense competition both in making loans and attracting deposits. This competition has made it more difficult for us to make new loans and attract deposits. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. Most of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our primary market area.

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

We are subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, our primary federal regulator, and the Federal Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Madison Bank of Maryland rather than for holders of our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act and recent rulemaking, we ~~will~~have become subject to more stringent capital requirements.

On July 9, 2013, the Office of the Comptroller of the Currency and the other federal bank regulatory agencies issued a final rule that will revise their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other things, the rule establishes consolidated capital requirements for many savings and loan holding companies, including MB Bancorp, a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4.0% to 6.0% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on non-accrual status and to certain commercial real estate facilities that finance the acquisition, development or

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new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4.0% to 6.0% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on non-accrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective for Madison Bank of Maryland on January 1, 2015. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk weighted assets and will increase by that amount each year until fully implemented in January 1, 2019, when the full capital conservation buffer requirement will be effective.

Under the new capital standards, to be well-capitalized, Madison Bank of Maryland is required to have a common equity to Tier 1 capital ratio of 6.5% and a Tier 1 capital ratio of 8.0%.

The application of more stringent capital requirements for Madison Bank of Maryland could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares. Specifically, Madison Bank of Maryland’s ability to pay dividends will be limited if Madison Bank of Maryland does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to shareholders.

We may face increased compliance costs and uncertainty in residential mortgage lending as a result of the adoption of consumer protection regulations by the Consumer Financial Protection Bureau.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. In January 2013, the Consumer Financial Protection Bureau issued several final regulations and changes to certain consumer protections under existing laws. These final rules, most of the provisions of which (including the qualified mortgage rule) became effective January 10, 2014, generally prohibit creditors from extending mortgage loans without regard for the consumer’s ability-to-repay and add restrictions and requirements to mortgage origination and servicing practices. In addition, these rules limit prepayment penalties and require the creditor to retain evidence of compliance with the ability-to-repay requirement for three years. Compliance with these rules will likely increase our overall regulatory compliance costs and may require changes to our underwriting practices with respect to mortgage loans. Moreover, these rules may adversely affect the volume of mortgage loans that we underwrite and may subject us to increased potential liabilities related to such residential loan origination activities.

We are an emerging growth company within the meaning of the Securities Act of 1933, as amended, and if we decide to take advantage of certain exemptions from reporting requirements that are available to emerging growth companies, our common stock could be less attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure about our executive compensation and omission of compensation discussion and analysis disclosure, and an exemption from the requirement of holding a non-binding advisory vote on executive compensation. We also will not be subject to certain requirements of Section 404 of the Sarbanes-Oxley Act of 2002, including the requirement that an independent registered public accounting firm attest to our internal control over financial reporting. As a result, our shareholders may not have access to certain information they may deem important. If we take advantage of any of these exemptions, some investors may find our common stock less attractive, which could hurt our stock price.

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disclosure, and an exemption from the requirement of holding a non-binding advisory vote on executive compensation. We also will not be subject to certain requirements of Section 404 of the Sarbanes-Oxley Act of 2002, including the requirement that an independent registered public accounting firm attest to our internal control over financial reporting. As a result, our shareholders may not have access to certain information they may deem important. If we take advantage of any of these exemptions, some investors may find our common stock less attractive, which could hurt our stock price.

We may remain an emerging growth company until the earlier of: (1) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (2) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities in the stock offering; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (4) the date on which we are deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (which would generally require us to have at least $700 million of voting and non-voting equity held by non-affiliates).

The Articles of Incorporation and bylaws of MB Bancorp and certain laws and regulations may prevent or make more difficult certain transactions, including a sale or merger of MB Bancorp.

Provisions of the Articles of Incorporation and Bylaws of MB Bancorp, state corporate law and federal banking regulations may make it more difficult for companies or persons to acquire control of MB Bancorp. As a result, our shareholders may not have the opportunity to participate in such a transaction and the trading price of our common stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. The factors that may discourage takeover attempts or make them more difficult include:

•

Articles of Incorporation and Bylaws. Provisions of the articles of incorporation and bylaws of MB Bancorp may make it more difficult and expensive to pursue a takeover attempt that the Board of Directors opposes. These provisions also make more difficult the removal of current directors or management, or the election of new directors. These provisions include:

•

limitation on the right to vote shares held in excess of 10% of the outstanding common stock;

•

the election of directors to staggered terms of three years;

•

provisions regarding the timing and content of shareholder proposals and nominations;

•

provisions restricting the calling of special meetings of shareholders;

•

the absence of cumulative voting by shareholders in the election of directors;

•

the removal of directors only for cause; and

•

supermajority voting requirements for changes to some provisions of the articles of incorporation and bylaws.

•

Maryland anti-takeover statute. Under Maryland law, any person who acquires more than 10% of a Maryland corporation without prior approval of its Board of Directors is prohibited from engaging in any type of business combination with the corporation for a five-year period. Any business combination after the five-year period would be subject to supermajority shareholder approval or minimum price requirements.

•

Office of the Comptroller of the Currency regulations. Office of the Comptroller of the Currency regulations prohibit, for three years following the completion of a mutual to stock conversion, the offer to acquire or the acquisition of more than 10% of any class of equity security of a converted institution without the prior approval of the Office of the Comptroller of the Currency.

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You may not receive dividends on our common stock.

Holders of our common stock are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments, and we do not expect to pay dividends until our operations are sufficiently profitable to support the payment of dividends. The declaration and payment of cash dividends will be subject to, among other things, our then current and projected consolidated operating results, financial condition, tax considerations, future growth plans, general economic conditions, and other factors our board of directors deems relevant.

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Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We conduct our business through our main office and branch offices. The following table sets forth certain information relating to these facilities as of December 31, ~~2017~~2018.

Location

Year Opened

Approximate Square Footage

Owned/Leased

Lease Expiration Date

Net Book Value at December 31, ~~2017~~2018

Deposits at December 31, ~~2017~~2018

(In thousands)

Main Office:

1920 Rock Spring Road Forest Hill, Maryland 21050

1999

19,440

Owned

—

32,~~073~~980

28,~~173~~012

Branch Offices:

501 S. Stepney Road Aberdeen, Maryland 21001

1998

3,596

Owned

—

~~567~~549

28,~~247~~273

8639 Belair Road Baltimore, Maryland 21236(1)

2012

2,400

Leased

8/31/2022

2419

4641,~~888~~536

(1)

This branch is in the Perry Hall section of Baltimore County.

Item 3. Legal Proceedings

Periodically, there may be various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market for Common Equity and Related Stockholder Matters

MB Bancorp’s common stock is listed on the OTC Markets Group’s OTC Pink ~~Marketplace~~Market under the trading symbol “MBCQ” The following table sets forth the high and low sales prices of the common stock and dividends paid per share for the years ended December 31, ~~2016~~2017 and ~~2017~~2018. MB Bancorp’s common stock commenced trading on December 30, 2014.

	High			Low			Close			Dividends Declared Per Share
Year Ended December 31, 2018:
First Quarter		$	17.50		$	16.00		$	16.90		—
Second Quarter		$	17.35		$	16.36		$	16.60		—
Third Quarter		$	18.25		$	16.60		$	17.85		—
Fourth Quarter		$	17.70		$	13.86		$	14.10		—
Year Ended December 31, 2017:
First Quarter		$	15.60		$	14.50		$	14.80		—
Second Quarter		$	15.50		$	14.50		$	15.05		—
Third Quarter		$	15.40		$	15.05		$	15.25		—
Fourth Quarter		$	15.75		$	15.25		$	15.75		—
Year Ended December 31, 2016:
First Quarter		$	13.50		$	12.18		$	12.60		—
Second Quarter		$	13.65		$	12.75		$	13.45		—
Third Quarter		$	13.45		$	12.95		$	13.40		—
Fourth Quarter		$	15.00		$	13.40		$	14.70		—

As of March 13, ~~2018~~2019, there were approximately 7977 holders of record of the Company’s common stock. We believe the number of beneficial owners of our common stock is greater than the number of record holders because a large amount of our common stock is held of record through brokerage firms in “street name.”

Our Board of Directors has the authority to adopt a policy of paying cash dividends, subject to statutory and regulatory requirements. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

In determining whether to declare or pay any dividends, whether regular or special, the Board of Directors will take into account our financial condition and results of operations, tax considerations, capital requirements, industry standards, and economic conditions. We will also consider the regulatory restrictions that affect the payment of dividends by Madison Bank of Maryland.

MB Bancorp is subject to the Federal Reserve Board’s policy that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the company appears consistent with its capital needs, asset quality and overall financial condition. In addition, MB Bancorp is subject to Maryland law, which generally permits a corporation to pay dividends on its common stock unless, after giving effect to the dividend, the corporation would be unable to pay its debts as they become due in the usual course of its business or the total assets of the corporation would be less than its total liabilities.

MB Bancorp’s ability to pay dividends may depend, in part, on its receipt of dividends from Madison Bank of Maryland. The Office of the Comptroller of the Currency limit dividends and other distributions from Madison Bank of Maryland to us. No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized or if the proposed distribution raises safety and soundness concerns. In addition, any payment of dividends by Madison Bank of Maryland to MB Bancorp that would be deemed to be drawn out of Madison Bank of Maryland’s bad debt reserves would require the payment of federal income taxes by Madison Bank of Maryland at the then current income tax rate on the amount deemed distributed.

(b) Use of Proceeds

Not applicable.

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The Company repurchased ~~215~~12,~~600~~700 and 121,~~700~~720 shares of its common stock at an average price of $1314.0750 and $14.5025 per share during the years ended December 31, ~~2016~~2017 and December 31, ~~2017~~2018, respectively. The Company repurchased shares during 2018 as former bank employees exercised a put option from the Employee Stock Ownership Plan for their vested shares.

Item 6. Selected Financial Data

The summary consolidated financial information presented below is derived in part from our audited consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-159. The information at December 31, ~~2017~~2018 and ~~2016~~2017 and for the years then ended is derived in part from the audited consolidated financial statements of MB Bancorp that appear elsewhere in this Annual Report on Form 10-K.

At December 31,

(In thousands)

~~2017~~2018

~~2016~~2017

Financial Condition Data:

Total assets

~~147~~150,~~331~~349

~~131~~147,~~311~~331

Cash and cash equivalents

7,~~965~~411

97,~~267~~965

Investment securities available-for-sale

1614,~~605~~093

316,~~698~~605

Investment securities held-to-maturity

1716,~~410~~802

1817,~~818~~410

Loans receivable, net

9399,~~765~~760

8693,~~030~~765

Deposits

~~103~~97,~~308~~821

93103,~~015~~308

Federal Home Loan Bank advances

1319,000

713,000

Total equity

3032,~~360~~964

30,~~324~~360

	For the Year Ended December 31,
(In thousands)	~~2017~~2018			~~2016~~2017
Operating Data:
Interest income		$	45,~~383~~317		$	4,~~542~~383
Interest expense			~~936~~1.283			~~1,205~~936
Net interest income			34,~~447~~034			3,~~337~~447
(Reversal) Provision for loan losses			—(690)			~~(258)~~—
Net interest income after (reversal) provisions for loan losses			34,~~447~~724			3,~~595~~447
Non-interest income			~~359~~268			39359
Non-interest expense			3,~~733~~963			43,~~614~~733
Income (Loss) before income taxes			73			(980)
Income before income taxes			1,029			73
Income tax expense			—			771
Income tax expense (benefit)			(1,278)			—
Net Income (loss)		$	73		$	(1,751)
Net Income		$	2,307		$	73

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	At or For the Year Ended December 31,
	~~2017~~2018		~~2016~~2017
Performance Ratios(1):
Return on average assets		01.0557%		(10.~~27)~~05%
Return on average equity		07.2443		(50.~~45)~~24
Interest rate spread(2)		2.5579		2.3755
Net interest margin(3)		2.6997		2.6069
Non-interest expenses to average assets		2.6770		32.3567
Efficiency ratio(4)		9892.0812		~~126~~98.9608
Average interest-earning assets to average interest-bearing liabilities		119.5365		~~124~~119.0753
Average equity to average assets		21.7316		2321.3573
Regulatory Capital Ratios:
Tier 1 capital (to adjusted total assets)		1617.5570		1716.4455
Tier 1 capital (to risk-weighted assets)		31.3357		3631.2233
Total risk-based capital (to risk-weighted assets)		32.5883		3732.4758
Common equity tier 1 capital (to risk-weighted assets)		31.3357		3631.2233
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans		1.3628		1.3736
Allowance for loan losses as a percent of non-performing loans		81.57		56.42
Allowance for loan losses as a percent of non-performing loans.		249.42		81.57
Net (recoveries) charge-offs to average outstanding loans during the period		(0.0870)		(0.0908)
Non-performing loans as a percent of total loans		10.6651		21.4366
Non-performing assets as a percent of total assets		10.0744		1.6407
Other Data:
Number of offices		3		3
Number of deposit accounts		3,~~302~~024		3,~~581~~302
Number of loans		~~722~~703		~~744~~722

(1)

With the exception of end of period ratios, all ratios are based on average monthly balances during the periods.

(2)

Represents the difference between the average yield on average interest-earning assets and the average cost on average interest-bearing liabilities.

(3)

Represents net interest income as a percent of average interest-earning assets.

(4)

Represents non-interest expense divided by the sum of net interest income and non-interest income.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Strategy

Historically, our business has consisted of attracting deposits and investing those funds primarily in residential mortgage loans and investment securities. We are a portfolio lender, retaining substantially all loans we originate in our portfolio. Our objective is to build on our historic strength of customer loyalty, and gradually grow our balance sheet with assets and liabilities that allow us to increase our net interest margin while reducing our exposure to risk from interest rate fluctuations. Our operating strategy includes the following:

•

improving asset quality;

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•

reducing funding costs;

•

controlling expenses;

•

continuing as a portfolio lender concentrating on residential mortgage loans; and

•

building on our strengths as a community-oriented financial institution.

Improving asset quality

Resolving our problem assets remains one of our top priorities. Non-performing assets, accruing loans past due 90 days or more and accruing troubled debt restructurings increased significantly during the recent recession and reached $13.2 million at December 31, 2012. Total non-performing assets, accruing loans past due 90 days or more and accruing troubled debt restructurings represented 8.58% of total assets at December 31, 2012. Since then, non-performing assets, accruing loans past due 90 days or more and accruing troubled debt restructurings decreased to $54.8 3 million, or 42.2890% of total assets, at December 31, ~~2016~~2017 and $4.3 .1 million, or 2.9003% of total assets, at December 31, ~~2017~~2018. We continue to work with delinquent borrowers to restore loans to performing status where possible and to pursue foreclosure and disposition of collateral when it is not. In August 2014, we engaged an independent third party to conduct periodic loan portfolio reviews, and we intend to have independent loan portfolio reviews on an annual basis going forward. The latest independent loan review was conducted as of ~~June~~ September 30, ~~2017~~2018.

Reducing funding costs

We seek to increase net interest income by controlling costs of funding rather than maximizing asset yields because originating loans with high yields often involves greater credit risk. Historically, a high percentage of our deposit accounts have been higher balance, higher costing certificates of deposits. We will continue to seek to reduce our dependence on high cost deposits in favor of stable low cost money market and demand deposits to the extent possible. We have utilized additional product offerings, technology and a focus on customer service in working toward this goal. ~~During~~However during the year ended December 31, ~~2016~~2018, the ~~Company~~cost ~~paid off $7.0 million~~ of ~~high~~deposits ~~cost~~and Federal Home Loan Bank advances ~~and~~increased ~~incurred~~due ato ~~$140,000~~the ~~early~~change ~~extinguishment fee which is classified~~ in ~~our~~market ~~“Non-interest~~rates ~~income”~~and ~~section~~increased ofcompetition ~~our~~for ~~Statement~~deposit ~~of Operations~~accounts.

Controlling expenses

During 2012 and 2013 we closed three branches, one in Baltimore City and two in eastern Baltimore County, in order to improve profitability. We had employee severance and other expenses associated with those branch closures during the years ended December 31, 2012 and 2013, but we began to achieve the benefits of expense reductions resulting from the branch closures in 2014. During the year ended December 31, 2016, we had a significant change in management and incurred significant severance costs (approximately $512,000). The non-interest expense decreased by $881,000 during the year ended December 31, 2017 when compared to the prior year. During the year ended December 31, 2018, non-interest expenses increased by $230,000 from $3.7 million to $4.0 million, as compared to the prior period. The increase was predominately due to the increase in salaries and employee benefits, more specifically the increased costs related to restricted stock awards and ESOP costs. We believe that we have a solid infrastructure in place that will allow us to grow assets and liabilities without adding materially to our non-interest expenses.

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Continuing as a portfolio lender concentrating on residential mortgage loans

Historically, we have concentrated on the origination of residential mortgage loans that we retain in our portfolio, and, ~~initially following the conversion,~~ we intend to continue this strategy. In the future, we may seek to add lending personnel with appropriate expertise for the purpose of gradually resuming the origination of commercial real estate loans to provide diversification to our loan portfolio and to increase our net interest margin while reducing our exposure to risk from interest rate fluctuations.

Building on our strengths as a community-oriented financial institution

We have operated continuously as a community-oriented financial institution since we were founded. We are committed to meeting the financial needs of the communities in which we operate, and we are dedicated to providing quality personal service to our customers. We provide a broad range of consumer financial services through our network of three branches and will continually seek out ways to improve convenience, safety and service through our product offerings. We also have an “Outstanding” Community Reinvestment Act rating.

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Overview

Income. Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investment securities, and interest expense, which is the interest that we pay on our deposits and borrowings. Other significant sources of pre-tax income are service charges (mostly from service charges on deposit accounts).

Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on at least a quarterly basis. We adjust the amount of the allowance by increasing or decreasing the amount through charges or credits to earnings.

Expenses. The non-interest expenses we incur in operating our business consists of salaries and employee benefits expenses, occupancy expenses, legal and professional fees, data processing expenses, directors fees and other general and administrative expenses including, among others, federal deposit insurance premiums and Office of the Comptroller of the Currency assessments, stationery and postage expenses and other miscellaneous expenses. Following the 2014 offering, our non-interest expenses increased as it specifically relates to expenses of shareholder communications and meetings and expenses related to additional accounting and legal services.

Salaries and employee benefits expenses consist primarily of salaries, wages and bonuses paid to our employees, payroll taxes and expenses for health insurance, retirement plans and other employee benefits. Following the 2014 offering, we recognized additional annual employee compensation expenses stemming from the adoption of new equity benefit plans. These additional costs have not been material.

Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, rental expenses, furniture and equipment expenses, maintenance, real estate taxes and costs of utilities. Depreciation of premises and equipment is computed using a combination of accelerated and straight-line methods based on the useful lives of the related assets, which range from three to 40 years.

Data processing expenses are the fees we pay to third parties for processing customer information, deposits and loans.

Federal deposit insurance premiums are payments we make to the Federal Deposit Insurance Corporation for insurance of our deposit accounts, and Office of the Comptroller of the Currency assessments are semi-annual assessments we pay to our primary regulator.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. The Jumpstart Our Business Startups Act (the “JOBS Act”) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. An emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have irrevocably elected not to adopt new or revised accounting standards on a delayed basis, and will be required to adopt new or revised accounting standards in the same manner as other public companies that are not emerging growth companies.

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~~related~~among toother ~~the collectability of the loan portfolio. Annually~~things, ~~management~~reduce ~~has~~certain areporting ~~third~~requirements ~~party~~for ~~perform~~qualifying anpublic ~~independent assessment of the methodology and adequacy of the allowance~~companies. ~~Although~~An weemerging ~~believe~~growth ~~that~~company wemay ~~use~~elect ~~the best information available~~ to ~~establish~~comply ~~the~~with ~~allowance~~new ~~for loan losses, future adjustments to the allowance may be necessary if economic~~ or ~~other~~amended ~~conditions~~accounting ~~differ~~pronouncements ~~substantially~~in ~~from~~ the ~~assumptions~~same ~~used~~manner inas ~~making~~a ~~the~~private ~~evaluation. In addition~~company, ~~the~~but ~~Office~~must ofmake ~~the~~such ~~Comptroller~~election ofwhen the ~~Currency,~~company asis anfirst ~~integral~~required ~~part~~to offile ~~its~~a ~~examination~~registration ~~process,~~statement. ~~periodically~~Such ~~reviews~~an ~~our~~election ~~allowance~~is ~~for~~irrevocable ~~loan~~during ~~losses~~the ~~and~~period ~~may~~a ~~require~~company usis toan ~~recognize~~emerging ~~adjustments~~growth tocompany. ~~the~~We ~~allowance~~have ~~based~~irrevocably onelected ~~its~~not ~~judgments about information available~~ to itadopt atnew ~~the~~or ~~time~~revised ofaccounting ~~its~~standards ~~examination.~~on Aa ~~large~~delayed ~~loss~~basis, ~~could deplete the allowance~~ and ~~require~~will ~~increased~~be ~~provisions~~required to ~~replenish~~adopt ~~the~~new ~~allowance,~~or ~~which~~revised ~~would~~accounting ~~adversely~~standards ~~affect~~in ~~earnings. See note 3 of~~ the ~~notes~~same tomanner ~~the~~as ~~consolidated~~other ~~financial~~public ~~statements~~companies ~~included~~that inare ~~this~~not ~~Annual~~emerging ~~Report~~growth ~~on Form 10-K~~companies.

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impaired loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least quarterly and establishes the provision or reversal for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectability of the loan portfolio. Annually, management has a third party perform an independent assessment of the methodology and adequacy of the allowance. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings. See note 3 of the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

Other-Than-Temporary Impairment. Management evaluates securities for other-than-temporary impairment (“OTTI”) on a monthly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities classified as available-for-sale or held-to-maturity are generally evaluated for OTTI under Statement of Financial Accounting Standards ASC 320, “Accounting for Certain Investments in Debt and Equity Securities.”

In determining OTTI under the ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether another-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs the amount of the OTTI recognized in earnings depends on whether we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI will be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

Deferred Tax Assets. We account for income taxes under the asset/liability method. Deferred tax assets are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period indicated by the enactment date. A valuation allowance is established for deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become realizable. The judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond our control. It is at least reasonably possible that management’s judgment about the need for the existing valuation allowance for deferred tax assets could change in the near term.

Balance Sheet Analysis

Assets. At December 31, 2017, our assets totaled $147.3 million, an increase of $16.0 million, or 12.2%, from total assets of $131.3 million at December 31, 2016. The increase in assets for the year ended

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~~December 31,~~ Deferred ~~2017~~Tax ~~was~~Assets. ~~due~~We ~~mainly~~account tofor aincome ~~$12.9~~taxes ~~million,~~under orthe ~~349~~asset/liability method.~~0%,~~ ~~increase~~Deferred intax ~~investment~~assets ~~securities~~are ~~available-~~recognized for~~-sale,~~ athe ~~$7.7~~future ~~million,~~consequences orattributable ~~9.0%,~~to ~~increase~~differences inbetween ~~loans,~~the ~~net~~financial statement carrying amounts of ~~unearned~~existing ~~fees,~~assets and aliabilities ~~$3.6~~and ~~million~~their respective tax bases, oras ~~391~~well as operating loss and tax credit carry-forwards.~~3%,~~ ~~increase~~Deferred intax ~~Bank~~assets ~~owned~~and ~~life~~liabilities ~~insurance,~~are ~~partially~~measured ~~offset~~using byenacted atax ~~$6.0~~rates ~~million,~~expected orto ~~82.8%,~~apply ~~decrease~~to taxable income in ~~other~~the years ~~interest~~in ~~bearing~~which ~~deposits,~~those atemporary ~~$1.4~~differences ~~million,~~are expected to be recovered or 7settled.~~5%,~~ ~~decrease~~The ineffect ~~investment~~on ~~securities~~deferred ~~held-to-maturity~~tax assets and liabilities of a $1change in tax rates is recognized in income in the period indicated by the enactment date.3 ~~million~~A valuation allowance is established for deferred tax assets when, orin ~~14.0%~~the judgment of management, ~~decrease~~it inis ~~cash~~more ~~and~~likely ~~cash~~than ~~equivalents~~not that such deferred tax assets will not become realizable. ~~Management~~The ~~has~~judgment ~~focused~~about onthe ~~increasing~~level ~~yields~~of ~~earned~~future taxable income is dependent to a great extent on ~~interest~~matters ~~earning~~that ~~assets~~may, byat ~~increasing~~least ~~loan~~in ~~production~~part, ~~and~~be ~~utilizing~~beyond ~~investment~~our ~~vehicles~~control. ~~such~~It asis ~~bank~~at ~~owned~~least ~~life~~reasonably ~~insurance~~possible that ~~generate~~management’s ~~higher~~judgment ~~yields~~about the need for the existing valuation allowance for deferred tax assets could change in the near term.

~~Loans. At~~Balance ~~December~~Sheet ~~31,~~Analysis 2017, residential mortgage loans totaled $75.5 million, or 78.8% of the total loan portfolio compared to $73.3 million, or 82.4% of the total loan portfolio at December 31, 2016. Residential mortgage loans increased by $2.2 million, or 3.0%, during the year ended December 31, 2017 due to the increased production of residential loans in the year ended December 31, 2017 ($16.1 million originated) as compared to the prior year ($6.0 million originated).

~~Non-residential~~ Assets. At ~~real~~December 31, ~~estate~~2018, ~~loans~~our assets totaled $13150.2 3 million, ~~and~~an ~~represented~~increase 13of $3.80 million, or 2.0%, offrom total ~~loans~~assets of $147.3 million at December 31, 2017. The increase in assets for the year ended December 31, ~~compared~~2018 was due mainly to a $76.0 million, or 76.94%, ofincrease ~~total~~in loans, atnet ~~December~~of 31unearned fees, ~~2016~~and a $118,000, or 2.6%, ~~During~~increase ~~December~~in ~~2016~~Bank owned life insurance, wepartially ~~hired~~offset by a ~~new~~$3.1 million, ~~Commercial~~or ~~Real~~9.2%, ~~Estate~~decrease ~~lender~~in total investment securities, a $747,000, or 60.0%, decrease in other interest bearing deposits and ~~started~~a ~~offering~~$554,000, ~~this~~or ~~product~~7.0%, ~~again~~decrease in cash and cash equivalents. Management has focused on increasing yields earned on interest earning assets by increasing loan production and decreasing the amount of lower earning assets.

~~Construction~~ Loans. At ~~and~~December 31, ~~land~~2018, residential mortgage loans totaled $378.2 4 million, ~~and~~or ~~represented 3~~76.48% of the total ~~loans,~~loan atportfolio ~~December 31, 2017,~~ compared to $575.1 5 million, or 578.78% of the total ~~loans,~~loan portfolio at December 31, ~~2016~~2017. AtResidential ~~December~~mortgage ~~31,~~loans ~~2017,~~increased weby ~~had~~ $12.4 9 million ~~of construction loans~~, ~~amounting~~or ~~to 41~~3.8%, ofduring ~~our~~the ~~construction~~year ~~and~~ended ~~land loan portfolio~~December 31, ~~and~~2018 ~~$1.9~~as ~~million~~we oforiginated ~~land~~more loans, ~~amounting~~than tothe ~~58.2%~~repayments ofreceived ~~our~~on ~~construction~~these ~~and land loan portfolio~~loans.

~~Home~~Non-residential ~~equity~~real ~~lines~~estate ofloans ~~credit,~~totaled ~~all~~$15.7 million ofand ~~which~~represented ~~are~~15.4% ~~secured~~of bytotal ~~residential~~loans ~~properties~~at December 31, ~~totaled~~2018, compared to $313.5 2 million, ~~and~~or ~~represented 3~~13.68% of total loans, at December 31, 2017,. ~~compared~~Non-residential toreal estate loans increased by $32.5 million, or 319.92%, ofduring ~~total~~the ~~loans,~~year atended December 31, ~~2016.~~2018 ~~The~~as ~~level~~we ofcontinue ~~home~~to ~~equity~~originate ~~lines~~these loans while experiencing low levels of ~~credit~~repayments ~~remained~~since ~~consistent~~we ~~between~~just started originating these loans during the ~~two~~beginning ~~periods~~of 2017.

~~Our~~Construction ~~non-real~~and ~~estate~~land loans ~~consist~~totaled $3.0 million, and represented 2.9% of ~~consumer~~total loans, ~~all~~at ofDecember 31, ~~which~~2018, ~~are~~compared to $3.2 million, or 3.4% of total loans, toat ~~depositors~~December 31, ~~secured~~2017. byAt ~~savings~~December 31, ~~and~~2018, ~~commercial~~we ~~and~~had ~~industrial~~$2.0 million ~~(C&I)~~of construction loans, ~~secured~~amounting byto ~~equipment~~65.9% orof ~~deposit~~our ~~accounts.~~construction ~~Such~~and ~~loans~~land ~~totaled~~loan ~~$424~~portfolio,~~000~~ atand ~~December~~$1.0 million ~~31,~~of ~~2017~~land loans, ~~representing~~amounting 0to 34.41% of ~~the~~our construction and land loan portfolio.

~~Securities. At~~Home ~~December~~equity ~~31,~~lines ~~2017,~~of ~~our securities held-to-maturity decreased by $1.4 million~~credit, orall ~~7.5%,~~of ~~from~~which ~~$18.8~~are ~~million~~secured atby ~~December~~residential 31properties, ~~2016~~totaled to $172.4 7 million ~~at December 31~~, ~~2017. Securities held-to-maturity at December 31, 2017 consisted of U.S. Agency bonds~~ and ~~mortgage-backed~~represented ~~securities issued by U~~2.~~S. Government~~6% ~~Agencies~~of ~~such~~total ~~as Freddie Mac~~loans, ~~Fannie~~at ~~Mae and Ginnie Mae. At~~ December 31, ~~2017~~2018, ~~our~~compared ~~securities~~to ~~available-for-sale, recorded at fair value, increased by~~ $123.9 5 million, or ~~349~~3.06%, ~~from~~of ~~$3.7~~total ~~million at December 31~~loans, ~~2016 to $16.6 million~~ at December 31, 2017. ~~Securities~~The ~~available-for-sale~~level atof ~~December~~home ~~31,~~equity ~~2017~~lines ~~consisted~~ of ~~U.S.~~credit ~~Agency~~decreased ~~bonds,~~due mortgage-backed securities, including collateralized mortgage obligations issued by U.S. Government Agencies such as Freddie Mac, Fannie Mae and Ginnie Mae, and a state municipality bond. Our securities portfolio is used to ~~invest~~the ~~excess~~decreasing ~~funds~~level ~~for~~of ~~increased yield and manage~~ interest ~~rate~~in ~~risk.~~this Atproduct ~~December~~as ~~31, 2017, we also held a $754,000 investment in~~ the ~~common~~new ~~stock~~tax oflaws ~~the~~have ~~Federal~~impacted ~~Home~~customers’ ~~Loan~~use ~~Bank~~ of ~~Atlanta.~~this ~~At December 31, 2017, we held no stock in Fannie Mae and Freddie Mac~~product.

~~Ground~~Our ~~Rents. Ground~~non-real ~~rents~~estate loans consist of consumer loans, ~~net~~all ~~amounted~~of which are loans to ~~$681~~depositors,~~000~~ atsecured ~~December~~by ~~31,~~savings ~~2017~~and ~~compared~~commercial toand industrial (C&I) loans secured by equipment or deposit accounts. Such loans totaled $~~688,000~~2.3 million at December 31, ~~2016~~2018, representing 2.3% of the loan portfolio.

~~Deposits~~ Securities. ~~Total~~At ~~deposits~~December 31, ~~increased~~2018, our securities held-to-maturity decreased by $~~10.3 million~~608,000, or 113.15%, tofrom $~~103~~17.3 4 million at December 31, 2017 ~~from~~to $9316.0 8 million at December 31, ~~2016~~2018. ~~Balances~~Securities ~~in non~~held-~~interest~~to-~~bearing~~maturity ~~deposits~~at ~~increased~~December 31, by2018 ~~$127,000,~~consisted orof 9U.~~0%,~~S. ~~from~~Agency $1bonds and mortgage-backed securities issued by U.4S. Government ~~million~~Agencies atsuch ~~December~~as 31Freddie Mac, ~~2016~~Fannie toMae ~~$1.5~~and ~~million~~Ginnie atMae. ~~December~~At December 31, ~~2017.~~2018, ~~Interest~~our securities available-~~bearing~~for-sale, ~~deposits~~recorded ~~increased~~at fair value, decreased by $~~10.~~2 .5 million, or 1115.1%, tofrom $~~101~~16.8 6 million at December 31, 2017 ~~compared~~ to $9114.6 1 million at December 31, ~~2016~~2018. WeSecurities ~~have~~available-for-sale ~~changed~~at ~~the~~December 31, ~~sales~~2018 ~~culture~~consisted ~~throughout~~of ~~the~~U.S. ~~bank~~Agency tobonds, ~~make~~mortgage-backed asecurities, ~~more~~including ~~unified~~collateralized ~~effort~~mortgage toobligations ~~increase~~issued ~~deposits~~by ~~from~~U.S. ~~our~~Government ~~local~~Agencies ~~community~~such as ~~well~~Freddie asMac, ~~from~~Fannie ~~former~~Mae ~~customers~~and ofGinnie ~~our~~Mae, ~~senior~~and ~~management~~a ~~team.~~

Borrowings. At December 31, 2017, we had $13.0 million in borrowings from the Federal Home Loan Bank of Atlanta compared to $7.0 million in borrowings at December 31, 2016, a $6.0 million, or 85.7% increase in FHLB advances.

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~~Stockholders’~~state ~~Equity~~municipality bond. ~~Stockholders’~~ ~~equity~~Our ~~increased~~securities byportfolio ~~$36,000,~~is orused ~~0.1%,~~ to ~~$30.4~~invest ~~million~~excess atfunds ~~December~~for ~~31,~~increased ~~2017~~yield ~~from~~and ~~$30.3~~manage ~~million~~interest atrate ~~December~~risk. At December 31, ~~2016~~2018, ~~primarily~~we asalso ~~the~~held ~~result~~a of$940,000 ~~earnings~~investment ~~and decrease~~ in ~~unearned~~the ~~ESOP~~common ~~shares offset slightly by a~~ stock ~~repurchase~~of ~~plan whereby~~ the ~~company~~Federal ~~repurchased~~Home ~~12,700~~Loan ~~shares~~Bank of ~~its~~Atlanta. ~~common~~At ~~stock~~December 31, at2018, anwe ~~average~~held ~~price~~no ~~of $14.50~~stock ~~per~~in ~~share~~Fannie ~~for~~Mae ~~the~~and 12Freddie ~~months ended December 31, 2017~~Mac.

Ground Rents. Ground rents, net amounted to $675,000 at December 31, 2018 compared to $681,000 at December 31, 2017.

Deposits. Total deposits decreased by $5.5 million, or 5.3%, to $97.8 million at December 31, 2018 from $103.3 million at December 31, 2017. Balances in non-interest-bearing deposits increased by $83,000, or 5.4%, from $1.5 million at December 31, 2017 to $1.6 million at December 31, 2018. Interest-bearing deposits decreased by $5.6 million, or 5.5%, to $96.2 million at December 31, 2018 compared to $101.8 million at December 31, 2017. Although, we have changed the sales culture throughout the bank to make a more unified effort to increase deposits from our local community as well as from former customers of our senior management team the competitive environment has increased. As deposits are becoming more competitive, we are relying more on short-term and convertible FHLB advances to fund our loan growth in the current period.

Borrowings. At December 31, 2018, we had $19.0 million in borrowings from the Federal Home Loan Bank of Atlanta compared to $13.0 million in borrowings at December 31, 2017, a $6.0 million, or 46.2% increase in FHLB advances.

Stockholders’ Equity. Stockholders’ equity increased by $2.6 million, or 8.6%, to $33.0 million at December 31, 2018 from $30.4 million at December 31, 2017 primarily as the result of earnings and recognition of stock-based compensation.

The following table sets forth the composition of our loan portfolio at the dates indicated.

At December 31,

~~2017~~2018

~~2016~~2017

(Dollars in thousands)

Amount

Percent

Amount

Percent

Real estate mortgage loans:

Residential

7578,~~509~~398

7876.8077%

7375,~~304~~509

8278.4480%

Non-residential

1315,~~183~~709

1315.7638

713,~~021~~183

713.9076

Construction and land loans

3,~~240~~003

32.3894

53,~~104~~240

53.7438

Home equity lines of credit

32,~~471~~660

32.6260

3,~~473~~471

3.9062

Total real estate loans

9599,~~403~~770

9997.5670

8895,~~902~~403

99.9856

Consumer and other loans:

Loans to depositors, secured by savings & C&I Loans

~~424~~2,346

02.4430

18424

0.0244

Total loans

95102,~~827~~116

100.00%

8895,~~920~~827

100.00%

Add:

Net (discount) premium on purchased loans

1(4)

101

Unamortized net deferred costs

4150

1641

Less:

Undisbursed portion of construction loans

(~~741~~1,046)

(~~1,650~~741)

Unearned net loan origination fees

(7564)

(4875)

Less allowance for credit losses

(1,~~288~~292)

(1,~~218~~288)

Loans receivable, net

9399,~~765~~760

8693,~~030~~765

Loan Maturity

The following table sets forth certain information at December 31, 2017 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments, which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.

(In thousands)	Residential			Non-residential			Construction and Land Loans			Home Equity Lines of Credit			Loans to Depositors Secured by Savings and C&I loans			Total Loans
Amounts due in:
One year or less		$	518		$	—		$	1,375		$	17		$	117		$	2,027
More than one year to two years			267			—			—			—			—			267
More than two year to three years			142			14			53			26			11			246
More than three year to five years			3,737			71			68			—			296			4,172
More than five year to ten years			18,452			8,525			385			1,659			—			29,021
More than ten year to fifteen years			13,466			2,268			553			—			—			16,287
More than fifteen years			38,927			2,305			806			1,769			—			43,807
Total		$	75,509		$	13,183		$	3,240		$	3,471		$	424		$	95,827

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Loan Maturity

The following table sets forth certain information at December 31, 2018 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments, which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.

(In thousands)	Residential			Non- residential			Construction and Land Loans			Home Equity Lines of Credit			Loans to Depositors Secured by Savings and C&I loans			Total Loans
Amounts due in:
One year or less		$	82		$	—		$	1,000		$	7			—		$$	1,089
More than one year to two years			80			—			—			—			—			80
More than two year to three years			138			—			74			16			—			228
More than three year to five years			3,608			55			322			88			1,777			5,850
More than five year to ten years			21,217			10,442			361			465			569			33,054
More than ten year to fifteen years			8,300			1,842			231			—			—			10,373
More than fifteen years			44,973			3,370			1,015			2,084			—			51,442
Total		$	78,398		$	15,709		$	3,003		$	2,660		$	2,346		$	102,116

Fixed vs. Adjustable Rate Loans

The following table sets forth the dollar amount of all loans at December 31, ~~2017~~2018 that are due after December 31, ~~2018~~2019, and that have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees and deferred loan costs.

(In thousands)

Fixed Rates

Floating or Adjustable Rates

Total

Secured by real estate:

Residential

6567,~~687~~258

911,~~822~~140

7578,~~509~~398

Non-residential

710,~~815~~575

5,~~368~~134

1315,~~183~~709

Construction and land loans

12,~~384~~511

~~1,856~~492

3,~~240~~003

Home equity lines of credit

—

32,~~471~~660

Consumer and other loans:

Loans to depositors, secured by savings

~~424~~2,346

—

~~424~~2,346

Total loans

7582,~~310~~690

2019,~~517~~426

95102,~~827~~116

Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of loans is substantially less than their contractual terms because of prepayments. In addition, due-on-sale clauses on loans generally give us the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and the loan is not repaid. The average life of mortgage loans tends to increase when current mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when current mortgage loan market rates are substantially lower than rates on existing mortgage loans.

Loan Activity

The following table shows loan activity during the periods indicated.

	Year Ended December 31,
(In thousands)	2017			2016
Total loans at beginning of period		$	88,920		$	95,579
Loans originated:
Residential			16,062			6,048
Non-residential			6,746			—
Construction and land loans			321			1,322
Home equity lines of credit			2,034			1,041
Loans to depositors, secured by savings			117			—
Total loans originated			25,280			8,411
Loans purchased:
Residential			—			—
Non-residential			—			—
Construction and land loans			—			—
Home equity lines of credit			—			—
Loans to depositors, secured by savings			—			—
Total loans purchased			—			—
Deduct:
Loan principal repayments (amortization and payoffs)			19,286			15,469
Loan sales			—			—
Other repayments			(1,078)			(484)
Charge-offs			165			85
Net loan activity			18,373			15,070
Total loans at end of period		$	95,827		$	88,920

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Loan Activity

The following table shows loan activity during the periods indicated.

	Year Ended December 31,
(In thousands)	2018			2017
Total loans at beginning of period		$	95,827		$	88,920
Loans originated:
Residential			14,388			16,062
Non-residential			3,892			6,746
Construction and land loans			738			321
Home equity lines of credit			1,303			2,034
Loans to depositors, secured by savings			3,185			117
Total loans originated			23,506			25,280
Loans purchased:
Residential			—			—
Non-residential			—			—
Construction and land loans			—			—
Home equity lines of credit			—			—
Loans to depositors, secured by savings			—			—
Total loans purchased			—			—
Deduct:
Loan principal repayments (amortization and payoffs)			17,372			19,286
Loan sales			—			—
Other repayments			(198)			(1,078)
Charge-offs			43			165
Net loan activity			17,217			18,373
Total loans at end of period		$	102,116		$	95,827

Loan originations come from a number of sources. Our primary sources of loan originations are existing customers, walk-in traffic, advertising and referrals from customers.

Currently we retain all loans originated in portfolio. We did not sell any loans during the years ended December 31, ~~2017~~2018 or ~~2016~~2017.

We did not purchase loans during the years ended December 31, ~~2017~~2018 or ~~2016~~2017.

Securities

Our securities held-to-maturity decreased by $~~1.4 million~~608,000, or 73.5%, from $1817.8 4 million at December 31, ~~2016~~2017 to $1716.4 8 million at December 31, ~~2017~~2018. Securities held-to-maturity at December 31, 2017 consisted of bonds issued by Freddie Mac, Fannie Mae and the Federal Farm Credit Bureau as well as mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae. WeThe dodecline ~~not~~is ~~utilize~~due ~~the held-~~to~~-maturity~~ ~~designation~~repayments asreceived ~~much~~from our existing portfolio, as we did innot ~~prior~~have ~~years~~any ~~thus~~purchases ~~the~~or ~~decline~~sales isduring ~~due~~the ~~to repayments received from our existing portfolio~~year.

At December 31, ~~2017~~2018, our securities available-for-sale ~~increased~~decreased by $122.9 5 million, or ~~349~~15.01%, from $316.7 6 million at December 31, ~~2016~~2017 to $1614.6 1 million at December 31, ~~2017~~2018. Securities available for sale at December 31, ~~2017~~2018 consisted of bonds issued by Freddie Mac, the Federal Farm Credit Bureau and one state municipality as well as mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae. The ~~majority~~decline ofis ~~our~~due ~~investment~~to ~~security~~repayments ~~purchases~~received ~~during~~from ~~the~~our ~~year~~existing ~~were~~portfolio, ~~designated~~ as ~~available for sale and~~ we ~~are~~did ~~trying~~not tohave ~~invest~~any ~~our~~purchases ~~excess~~or ~~cash~~sales induring ~~mortgage-backed~~the ~~securities to increase our overall yields~~year.

Our securities portfolio is used to invest excess funds for increased yield and manage interest rate risk. At December 31, 2017, we also held a $754,000 investment in the common stock of the Federal Home Loan Bank of Atlanta. A portion of this investment is required in order to collateralize borrowings from the Federal Home Loan Bank of Atlanta, and the investment is periodically increased by stock dividends paid by the Federal Home Loan Bank of Atlanta. At December 31, 2017, we held no stock in Fannie Mae and Freddie Mac, nor have we held stock in these entities throughout the periods presented.

The following table sets forth the amortized costs and fair values of our investment securities at the dates indicated.

	At December 31,
	2017						2016
(In thousands)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Investments available-for-sale:
Obligations of U.S. government agencies		$	1,000		$	945		$	1,000		$	933
Municipal Securities			499			497			—			—
Mortgage-backed securities			15,334			15,163			2,837			2,765
Investments held-to-maturity:
Obligations of U.S. government agencies			12,500			12,076			12,500			11,888
Mortgage-backed securities			4,910			4,932			6,318			6,383
Total securities		$	34,243		$	33,613		$	22,655		$	21,969

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~~The~~Our ~~following~~securities ~~table~~portfolio ~~sets~~is ~~forth~~used ~~the~~to ~~stated~~invest ~~maturities~~excess ~~and~~funds ~~weighted~~for ~~average~~increased ~~yields~~yield ofand ~~investment~~manage ~~securities~~interest atrate ~~December~~risk. At December 31, ~~2017.~~2018, ~~Certain~~we ~~mortgage-backed~~also ~~securities~~held ~~have~~a ~~adjustable~~$940,000 ~~interest~~investment ~~rates~~in ~~and~~the ~~will~~common ~~reprice~~stock ~~annually~~of ~~within~~ the ~~various~~Federal ~~maturity~~Home ~~ranges~~Loan Bank of Atlanta. ~~These~~A ~~repricing~~portion ~~schedules~~of ~~are~~this ~~not~~investment ~~reflected~~is required in ~~the~~order ~~table~~to ~~below.~~collateralize ~~Weighted~~borrowings ~~average~~from ~~yield~~the ~~calculations~~Federal onHome ~~investments~~Loan ~~available-for-sale~~Bank doof ~~not~~Atlanta, ~~give~~and ~~effect~~the toinvestment ~~changes~~is inperiodically ~~fair~~increased ~~value~~by ~~that~~stock ~~are~~dividends ~~reflected~~paid asby athe ~~component~~Federal Home Loan Bank of ~~equity~~Atlanta. At December 31, ~~2017~~2018, we ~~did~~held ~~not~~no ~~have~~stock ~~any~~in ~~security~~Fannie ~~(other~~Mae ~~than~~and ~~U.S.~~Freddie ~~government~~Mac, ~~agency~~nor ~~securities)~~have ~~that~~we ~~exceeded~~held ~~10%~~stock ofin ~~our~~these ~~total~~entities ~~equity~~throughout atthe ~~that~~periods ~~date~~presented.

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
(Dollars in thousands)	Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield
Investments (available-for-sale):
Obligations of U.S. government agencies		$	—		0.00%		$	—		0.00%		$	—		0.00%		$	945		2.54%		$	945		2.54%
Municipal securities																		497		2.65			497		2.65
Mortgage-backed securities			—		—			—		—			—		—			15,163		2.53			15,163		2.53
Investments (held-to-maturity):
Obligations of U.S. government agencies			—		—			1,000		2.00%			4,000		2.55%			7,500		2.68			12,500		2.59
Mortgage-backed securities			—		—			24		4.63			—		—			4,886		3.12			4,910		3.13
Total securities		$	—		0.00%		$	1,024		2.06%		$	4,000		2.55%		$	28,991		2.67%		$	34,015		2.64%

The following table sets forth the amortized costs and fair values of our investment securities at the dates indicated.

	At December 31,
	2018						2017
(In thousands)	Amortized Cost			Fair Value			Amortized Cost			Fair Value
Investments available-for-sale:
Obligations of U.S. government agencies		$	1,000		$	906		$	1,000		$	945
Municipal Securities			481			477			499			497
Mortgage-backed securities			12,974			12,710			15,334			15,163
Investments held-to-maturity:
Obligations of U.S. government agencies.			12,500			11,860			12,500			12,076
Mortgage-backed securities			4,302			4,231			4,910			4,932
Total securities		$	31,257		$	30,184		$	34,243		$	33,613

The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2018. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investments available-for-sale do not give effect to changes in fair value that are reflected as a component of equity. At December 31, 2018, we did not have any security (other than U.S. government agency securities) that exceeded 10% of our total equity at that date.

	One Year or Less					More than One Year to Five Years					More than Five Years to Ten Years					More than Ten Years					Total
(Dollars in thousands)	Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield		Carrying Value			Weighted Average Yield
Investments (available-for-sale):
Obligations of U.S. government agencies		$	—		0.00%		$	—		0.00%		$	—		0.00%		$	906		2.54%		$	906		2.54%
Municipal securities																		477		2.65			477		2.65
Mortgage-backed securities			—		—			—		—			287		2.00%			12,423		2.64			12,710		2.63
Investments (held-to-maturity):
Obligations of U.S. government agencies			—		—			1,000		2.00%			11,500		2.64%			—		—			12,500		2.59
Mortgage-backed securities			—		—			—		—			—		—			4,302		3.15			4,302		3.15
Total securities		$	—		0.00%		$	1,000		2.00%		$	11,787		2.62%		$	18,108		2.76%		$	30,895		2.68%

Ground Rents. Ground rents are a form of real estate ownership where the land is owned by one entity, but the improved property located on the land is owned by the homeowner. Madison Bank of Maryland’s ground rents are supported by deeds that have been registered with Maryland State Department of Assessments and Taxation.

Ground rents are recorded at the lower of cost or fair value. Fair value is estimated based on the contractual value of the unconsummated redemption or sales agreements. Ground rent fees are recognized upon receipt and included in non-interest income. At December 31, 2017 and 2016, Madison Bank of Maryland’s investments includes individual ground rents ranging from $600 to $3,000, totaling $822,000 and $829,000, respectively. An allowance for losses is established when the collectability of ground rent payments becomes uncertain, typically when the ground rent payment becomes three years delinquent. At December 31, 2017 and 2016, Madison Bank of Maryland had $141,000 of ground rents that were three years or more delinquent and were reserved at 100%. We intend to let our portfolio of ground rent investments run off over time as the homeowners redeem the ground rents.

Bank-Owned Life Insurance. We invested in bank-owned life insurance to provide us with a funding source for our benefit plan obligations. Bank-owned life insurance also generally provided us non-interest income that is non-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses at the time of investment. This investment is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At December 31, 2017 and December 31, 2016, the aggregate cash surrender value of these policies was $4.6 million and $931,000, respectively.

Deposits. Deposits serve as the primary source of funds for our lending and investment activities. We accept deposits primarily from individuals who are located in our primary market area. We rely on competitive pricing, customer service, account features and the location of our branch offices to attract and retain deposits. We also utilize QwickRate and our own Internet website to source deposits. Interest-bearing deposit accounts offered include time deposits, which are certificates of deposit, NOW and money market accounts and savings accounts. Non-interest-bearing demand accounts consist of free checking accounts and business checking accounts. We do not utilize brokered deposits.

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Ground rents are recorded at the lower of cost or fair value. Fair value is estimated based on the contractual value of the unconsummated redemption or sales agreements. Ground rent fees are recognized upon receipt and included in non-interest income. At December 31, 2018 and 2017, Madison Bank of Maryland’s investments includes individual ground rents ranging from $600 to $3,000, totaling $811,000 and $822,000, respectively. An allowance for losses is established when the collectability of ground rent payments becomes uncertain, typically when the ground rent payment becomes three years delinquent. At December 31, 2018 and 2017, Madison Bank of Maryland had $136,000 and $141,000 of ground rents that were three years or more delinquent and were reserved at 100%. We intend to let our portfolio of ground rent investments run off over time as the homeowners redeem the ground rents.

Bank-Owned Life Insurance. We invested in bank-owned life insurance to provide us with a funding source for our benefit plan obligations. Bank-owned life insurance also generally provided us non-interest income that is non-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses at the time of investment. This investment is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At December 31, 2018 and December 31, 2017, the aggregate cash surrender value of these policies was $4.7 million and $4.6 million, respectively.

The following table sets forth average balances and average rates of our deposit products for the periods indicated. For purposes of this table, average balances have been calculated using monthly balances.

For the Year Ended December 31

~~2017~~2018

~~2016~~2017

(Dollars in thousands)

Average Balance

Weighted Average Rate

Average Balance

Weighted Average Rate

Non-interest-bearing demand deposits

1,~~544~~641

—%

1,~~408~~544

—%

Interest-bearing deposits:

Certificates of deposit

5962,~~269~~083

1.2244

5759,~~493~~269

1.22

NOW and money markets

2220,~~440~~623

.3541

2122,~~104~~440

.2435

Savings

14,~~681~~327

.10

14,~~328~~681

.10

Total

9798,~~934~~674

1.8301

9497,~~333~~934

.8283

The following table sets forth the balances of our deposit accounts at the dates indicated.

At December 31,

~~2017~~2018

~~2016~~2017

(Dollars in thousands)

Amount

Percent

Amount

Percent

Non-interest-bearing demand deposits

1,~~542~~625

1.4966%

1,~~415~~542

1.5249%

Interest-bearing deposits:

NOW accounts

5,~~337~~934

56.1607

85,~~180~~337

85.8016

Money market

1614,~~144~~899

15.6323

1316,~~061~~144

1415.0463

Regular and other savings

1413,~~718~~265

1413.2556

0314,~~811~~718

14.8525

Certificates of deposit

6562,~~567~~098

63.4748

5665,~~548~~567

6063.7947

Total interest-bearing deposits

~~101~~96,~~766~~196

98.5134

91101,~~601~~766

98.4851

Total deposits

~~103~~97,~~308~~821

100.00%

93103,~~015~~308

100.00%

Balances in non-interest-bearing deposits increased by $128,000, or 9.1%, from $1.4 million at December 31, 2016 to $1.5 million at December 31, 2017.

The following table indicates the amount of jumbo certificates of deposit with balances of $250,000 or greater by time remaining until maturity as of December 31, 2017, none of which are brokered deposits.

Maturity Period at December 31, 2017	Amount
	(In thousands)
Three months or less		$	—
Over three through six months			631
Over six through twelve months			494
Over twelve months			2,040
Total		$	3,165

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Balances in non-interest-bearing deposits increased by $83,000, or 5.4%, from $1.5 million at December 31, 2017 to $1.6 million at December 31, 2018.

The following table indicates the amount of jumbo certificates of deposit with balances of $250,000 or greater by time remaining until maturity as of December 31, 2018, none of which are brokered deposits.

Maturity Period at December 31, 2018	Amount
	(In thousands)
Three months or less		$	341
Over three through six months			892
Over six through twelve months			927
Over twelve months			555
Total		$	2,715

The following table sets forth time deposits classified by rates at the dates indicated.

At December 31,

(In thousands)

~~2017~~2018

~~2016~~2017

.00 – .999%

1712,~~263~~495

1917,~~580~~263

1.00 – 1.999

4530,~~375~~087

3445,~~226~~375

2.00 – 2.999

219,~~929~~516

2,~~742~~929

3.00 – 3.999

—

4.00 – 4.999

—

Total

6562,~~567~~098

5665,~~548~~567

The following table sets forth the amount and maturities of time deposits at December 31, ~~2017~~2018.

	Amount Due
(Dollars in thousands)	Less Than One Year			More Than One Year to Two Years			More Than Two Years to Three Years			More Than Three Years			Total			Percent of Total Time Deposits
.00 – 999%		$	14,618		$	2,645		$	—		$	—		$	17,263		26.32%
.00 – .999%		$	10,289		$	2,226		$	—		$	—		$	12,515		20.15%
1.00 – 1.999			2011,~~822~~815			87,~~664~~697			75,~~331~~462			85,~~558~~093			4530,~~375~~067		6048.2043
2.00 – 2.999			—14,456			—1,651			—2,889			~~2,929~~520			219,~~929~~516		431.4842
3.00 – 3.999			—			—			—			—			—		—
Total		$	3536,~~440~~560		$	11,~~309~~574		$	78,~~331~~351		$	115,~~487~~613		$	6562,~~567~~098		100.00%

The following table sets forth deposit activity for the periods indicated.

Year Ended December 31,

(In thousands)

~~2017~~2018

~~2016~~2017

Beginning balance

93103,~~015~~308

9293,~~692~~015

Increase (decrease) before interest credited

9(6,~~477~~384)

~~(446)~~9,477

Interest credited

~~816~~1,002

~~769~~816

Net Increase in deposits

10,293

323

Net Decrease in deposits

(105)

10,293

Ending Balance

~~103~~97,~~308~~821

93103,~~015~~308

Borrowings. We use borrowings from the Federal Home Loan Bank of Atlanta to supplement our supply of funds for loans and investments and for interest rate risk management. The following tables sets forth information regarding our Federal Home Loan Bank of Atlanta advances for the periods presented.

FHLB short term advances (Dollars in thousands)	Year Ended December 31,
	2017			2016
Maximum amount of Federal Home Loan Bank advances outstanding at any month end during the period		$	11,000		$	6,000
Average Federal Home Loan Bank advances outstanding during the period		$	7,348		$	230
Weighted average interest rate during the period			0.97%			0.59%
Balance outstanding at end of period		$	4,000		$	6,000
Weighted average interest rate at end of period			1.46%			0.61%

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FHLB long term advances (Dollars in thousands)	Year Ended December 31,
	2017			2016
Maximum amount of Federal Home Loan Bank advances outstanding at any month end during the period		$	9,000		$	12,000
Average Federal Home Loan Bank advances outstanding during the period		$	3,471		$	10,470
Weighted average interest rate during the period			1.41%			4.08%
Balance outstanding at end of period		$	9,000		$	1,000
Weighted average interest rate at end of period			1.24%			4.40%

Borrowings We use borrowings from the Federal Home Loan Bank of Atlanta to supplement our supply of funds for loans and investments and for interest rate risk management. The following tables’ sets forth information regarding our Federal Home Loan Bank of Atlanta advances for the periods presented.

Equity. Equity increased by $36,000, or 0.1%, to $30.4 million at December 31, 2017 from $30.3 million at December 31, 2016 primarily as the result of earnings and a decrease in unearned ESOP shares, offset slightly by a stock repurchase plan whereby the Company repurchased 12,700 shares of its common stock at an average price of $14.50 per share for the 12 months ended December 31, 2017.

FHLB short term advances (Dollars in thousands)	Year Ended December 31,
FHLB short term advances (Dollars in thousands)	2018			2017
Maximum amount of Federal Home Loan Bank advances outstanding at any month end during the period		$	13,000		$	11,000
Average Federal Home Loan Bank advances outstanding during the period		$	8,277		$	7,348
Weighted average interest rate during the period			2.19%			0.97%
Balance outstanding at end of period		$	9,000		$	4,000
Weighted average interest rate at end of period			2.65%			1.46%

Results of Operations for the Years Ended December 31, 2017 and 2016

FHLB long term advances (Dollars in thousands)	Year Ended December 31,
FHLB long term advances (Dollars in thousands)	2018			2017
Maximum amount of Federal Home Loan Bank advances outstanding at any month end during the period		$	10,000		$	9,000
Average Federal Home Loan Bank advances outstanding during the period		$	8,098		$	3,471
Weighted average interest rate during the period			1.30%			1.41%
Balance outstanding at end of period		$	10,000		$	9,000
Weighted average interest rate at end of period			1.76%			1.24%

~~Overview~~ Equity. WeEquity ~~had~~increased ~~net~~by ~~income of~~ $732.6 million,~~000~~ ~~for~~or ~~the~~8.6%, ~~year~~to ~~ended~~$33.0 million ~~December~~at December 31, ~~2017,~~2018 asfrom ~~compared to net loss of~~ $130.8 4 million ~~for~~at ~~the year ended~~ December 31, ~~2016.~~2017 ~~The~~primarily ~~increase~~as ~~in net income between~~ the ~~periods~~result ~~were primarily due to an increase~~ of ~~$110,000~~ ofearnings ~~net interest income, a $320,000 increase in non-interest income~~ and arecognition ~~$881,000~~of ~~decrease in non~~stock-~~interest~~based ~~expenses~~compensation.

~~Net~~Results Interest Income. Net interest income increased by $110,000, or 3.3%, for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase in net interest income was primarily attributable to a decline in our cost of ~~interest-bearing~~Operations ~~liabilities from $1.2 million~~ for the ~~year~~Years ~~ended~~Ended December 31, ~~2016~~2018 toand ~~$936,000 for the year ended December 31,~~ 2017, offset slightly by a decline in interest income on interest earning assets. Interest on our loan portfolio decreased by $312,000, or 8.4%, for the year ended December 31, 2017 as compared to the comparable period in 2016, due to a 25 basis point decline in yield and a $2.2 million decline in average balance.

~~Interest~~ Overview. We onhad ~~investment~~net ~~securities~~income ~~held-to-maturity~~of $2.3 million ~~decreased~~for bythe ~~$11~~year ended December 31,~~000~~ 2018, oras ~~2.1%~~compared to net income of $73,000 for the year ended December 31, 2017. asThe ~~compared~~increase toin net income between the ~~comparable~~periods ~~period~~were primarily due to an increase of $1.3 million in ~~2016~~income tax benefit, ~~due~~$690,000 toof (reversal) aprovision for loan losses, $~~382~~587,000 ~~decrease~~of innet ~~the~~interest ~~average~~income, ~~balance~~offset slightly by an increase in non-interest expenses of $230,000 ~~investment~~and ~~securities~~a ~~held~~decrease of $91,000 in non-tointerest ~~maturity~~income.

Net Interest onIncome. Net ~~investment~~interest ~~securities~~income ~~available-for-sale~~ increased by $~~220~~587,000, or ~~205~~17.60%, for the year ended December 31, ~~2017~~2018 as compared to the ~~comparable~~year ~~period~~ended inDecember ~~2016~~31, 2017. ~~There~~The increase in net interest income was aprimarily 46attributable ~~basis~~to ~~point~~an ~~decrease~~increase in net interest margin caused by the increase in average loans outstanding during the period and the increase in yield on ~~investment~~average ~~securities~~earning ~~available-for-sale~~assets offset slightly by the increased yield on interest bearing liabilities. During the year ended December 31, 2018, we were able to recognize deferred and/or adelinquent ~~$10~~interest on loans that became current or refinanced during the period.2 The increase in average balance of interest-earning assets was due primarily to an $11.0 million or 12.4% increase in the average balance of ~~investment~~loans ~~securities~~receivable, ~~available-~~net of unearned fees (growth from new loan originations). Interest on our loan portfolio increased by $914,000, or 26.7%, for~~-sale~~ the year ended December 31, 2018 as compared to the comparable period in 2017, due to a 49 basis point increase in yield and a $11.0 million increase in average balance.

Interest on ~~certificates~~investment ofsecurities ~~deposit~~held-to-maturity ~~increased~~decreased by $1932,000, or 26.71%, ~~during~~ for ~~the~~ year ended December 31, ~~2017~~2018 as compared to the ~~year~~comparable ~~ended~~period ~~December~~in 312017, ~~2016,~~ due to ana ~~increase~~$1.0 million decrease in the average balance of ~~certificates~~investment ofsecurities ~~deposit.~~held-to maturity.

Interest on Federal Home Loan Bank of Atlanta advances decreased by $316,000, or 72.5%, during for the year ended December 31, 2017, due to a 297 basis point decrease in the average cost of Federal Home Loan Bank of Atlanta advances. The decrease in interest expense is due to higher cost advances either maturing during 2016 and early 2017 as well as the early extinguishment of FHLB advances which occurred in December 2016.

At December 31, 2017, we had $13.0 million in advances from the Federal Home Loan Bank of Atlanta, consisting of a $5.0 million convertible advance maturing October 2027 and two $4.0 million fixed rate advances maturing in March 2018 and December 2018 which carry interest rates of ranging from 1.10% to 1.46%.

Our interest rate spread increased 18 basis points from 2.37% for the year ended December 31, 2016 to 2.55% for the year ended December 31, 2017, due primarily to the decrease in our average cost on interest-bearing liabilities.

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~~Average~~Interest ~~Balances~~on ~~and~~investment ~~Yields. The~~securities ~~following~~available-for-sale ~~table~~increased ~~presents~~by ~~information~~$54,000, ~~regarding~~or ~~average balances of assets and liabilities~~16.5%, ~~the~~for ~~total~~year ~~dollar~~ended ~~amounts~~December ~~of interest income and dividends from average interest-earning assets~~31, ~~the~~2018 ~~total~~as ~~dollar~~compared ~~amounts~~to ~~of interest expense on average interest-bearing liabilities, and~~ the ~~resulting~~comparable ~~annualized~~period ~~average~~in ~~yields and costs~~2017. ~~The~~There ~~yields~~was ~~and~~an ~~costs~~18 ~~for~~basis ~~the~~point ~~periods~~increase ~~indicated~~in ~~are derived by dividing income or expense by~~ the average ~~balances~~yield ofon ~~assets~~investment orsecurities ~~liabilities, respectively,~~ available-for-sale ~~the periods presented. Average balances have been calculated using daily balances for 2017~~ and ~~2016,~~a ~~and non-accrual loans are included in average balances only~~$1.2 million ~~Loan~~increase ~~fees are included~~ in ~~interest~~the ~~income~~average onbalance ~~loans~~of ~~and~~investment ~~are~~securities ~~insignificant. Any adjustments necessary to present yields on a tax~~available-~~equivalent basis are insignificant~~for-sale.

	Year Ended December 31,
	2017								2016
(Dollars in thousands)	Average Balance			Interest and Dividends			Yield/ Cost		Average Balance			Interest and Dividends			Yield/ Cost
Interest-earning assets:
Interest-bearing deposits in other banks		$	7,053		$	78		1.11%		$	15,079		$	135		.90%
Loans receivable, net of unearned fees			88,435			3,423		3.87			90,600			3,735		4.12
Investment securities available-for-sale – amortized cost			13,975			327		2.34			3,811			107		2.80
Investment securities held-to-maturity			18,078			525		2.90			18,460			536		2.90
Other interest-earning assets			601			30		4.99			619			29		4.72
Total interest-earning assets			128,142			4,383		3.42			128,569			4,542		3.53
Cash and due from banks			3,901								3,332
Allowance for credit losses			(1,245)								(1,326)
Other non-interest-earning assets			9,009								7,086
Total assets			139,807								137,661
Interest-bearing liabilities:
Certificates of deposit			59,269			723		1.22			57,492			704		1.22
NOW and money market			22,440			79		.35			21,104			51		.24
Savings			14,681			14		.10			14,328			14		.10
Federal Home Loan Bank advances			10,819			120		1.11			10,700			436		4.08
Total interest-bearing liabilities			107,209			936		.87			103,624			1,205		1.16
Non-interest-bearing demand deposits			1,544								1,326
Other non-interest-bearing liabilities			680								563
Total liabilities			109,433								105,513
Total equity			30,374								32,148
Total liabilities and equity		$	139,807							$	137,661
Net interest income					$	3,447							$	3,337
Interest rate spread								2.55%								2.37%
Net interest margin								2.69%								2.60%
Ratio of average interest-earning assets to average interest-bearing liabilities								119.53%								124.07%

Interest on certificates of deposit increased by $174,000, or 24.1%, during for the year ended December 31, 2018 as compared to the year ended December 31, 2017, due to a 22 basis point increase in the average costs and a $2.8 million increase in the average balance of certificates of deposit.

Interest on Federal Home Loan Bank of Atlanta advances increased by $166,000, or 138.3%, during for the year ended December 31, 2018, due to a 64 basis point increase in the average cost of Federal Home Loan Bank of Atlanta advances and a $5.6 million increase in the average balance. The increase in average costs is due to a rise in overall market conditions.

At December 31, 2018, we had $19.0 million in advances from the Federal Home Loan Bank of Atlanta, consisting of two $5.0 million convertible advances maturing December 2028 and a daily rate credit of $9.0 million 2018.

Our interest rate spread increased 24 basis points from 2.55% for the year ended December 31, 2017 to 2.79% for the year ended December 31, 2018, due primarily to the increase in average yield of interest-earning assets offset slightly by the increase in our average cost on interest-bearing liabilities.

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Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances for 2018 and 2017, and non-accrual loans are included in average balances only. Loan fees are included in interest income on loans and are insignificant. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.

	Year Ended December 31,
	2018								2017
(Dollars in thousands)	Average Balance			Interest and Dividends			Yield/ Cost		Average Balance			Interest and Dividends			Yield/ Cost
Interest-earning assets:
Interest-bearing deposits in other banks		$	3,281		$	54		1.65%		$	7,053		$	78		1.11%
Loans receivable, net of unearned fees			99,391			4,337		4.36			88,435			3,423		3.87
Investment securities available-for-sale – amortized cost			15,138			381		2.52			13,975			327		2.34
Investment securities held-to-maturity			17,034			493		2.89			18,078			525		2.90
Other interest-earning assets			850			52		6.12			601			30		4.99
Total interest-earning assets			135,694			5,317		3.92			128,142			4,383		3.42
Cash and due from banks			2,474								3,901
Allowance for credit losses			(1,387)								(1,245)
Other non-interest-earning assets			10,043								9,009
Total assets			146,824								139,807
Interest-bearing liabilities:
Certificates of deposit			62,083			897		1.44			59,269			723		1.22
NOW and money market			20,623			85		.41			22,440			79		.35
Savings			14,327			15		.10			14,681			14		.10
Federal Home Loan Bank advances			16,375			286		1.75			10,819			120		1.11
Total interest-bearing liabilities			113,408			1,283		1.13			107,209			936		.87
Non-interest-bearing demand deposits			1,641								1,544
Other non-interest-bearing liabilities			707								680
Total liabilities			115,756								109,433
Total equity			31,068								30,374
Total liabilities and equity		$	146,824							$	139,807
Net interest income					$	4,034							$	3,447
Interest rate spread								2.79%								2.55%
Net interest margin								2.97%								2.69%
Ratio of average interest-earning assets to average interest-bearing liabilities								119.65%								119.53%

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Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. 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. Changes attributable to changes in both rate and volume have been allocated proportionally based on the absolute dollar amounts of change in each.

	Year Ended December 31, ~~2017~~2018 Compared to Year Ended December 31, ~~2016~~2017
	Increase (Decrease) Due to
(In thousands)	Rate			Volume			Rate/Volume			Net
Interest-earning assets:
Interest-bearing deposits in other banks		$	3138		$	(7242)		$	(1620)		$	(5724)
Loans receivable, net of unearned fees			~~(226)~~436			~~(89)~~424			354			~~(312)~~914
Investment securities available-for-sale amortized cost			(18)			285			(47)			220
Investment securities available-for-sale – amortized cost			25			27			2			54
Investment securities held-to-maturity			1(2)			(1130)			~~(1)~~—			(1132)
Other interest-earning assets			27			~~(1)~~12			—3			122
Total interest-earning assets			~~(210)~~504			~~112~~391			~~(61)~~39			~~(159)~~934
Interest-bearing liabilities:
Certificates of deposit			—133			2234			~~(3)~~7			19174
NOW and money markets			2413			3(6)			(1)			286
Savings			(1)			—			1—			—1
Federal Home Loan Bank advances			~~(318)~~69			562			~~(3)~~35			~~(316)~~166
Total interest-bearing liabilities			~~(295)~~216			3090			~~(4)~~41			~~(269)~~347
Net change in interest income		$	85288		$	82301		$	(572)		$	~~110~~587

(1)

Investment securities available-for-sale are presented at fair market value.

Provision for Loan Losses. We recorded ~~no provision for the year ended December 31, 2017 and~~ a (reversal) provision for loan losses of $(~~258~~$690,000) for the year ended December 31, 2018 and no provision for the year ended December 31, ~~2016~~2017 that were charged against income for those periods. Based on management’s review of the adequacy of the allowance for loan losses which included the improvement in asset quality, the increase in outstanding loans and the activity in the allowance account, we felt it was appropriate to record $690,000 recoveries in the current period. At December 31, ~~2017~~2018, the allowance for loan losses was $1.3 million, or 1.3627% of the total ~~loan portfolio~~loans, compared to $1.2 3 million, or 1.4034% of ~~the~~ total ~~loan portfolio~~loans, at December 31, ~~2016~~2017.

Non-accrual loans amounted to $~~1.6~~518,000 ~~million~~ at December 31, ~~2017~~2018 compared to $21.2 6 million at December 31, ~~2016~~2017. The decrease in non-accrual loans of $~~579,000~~1.1 million was primarily due to athe payoff of $~~825~~631,000 ~~non-~~land loans and $353,000 residential ~~loan~~loans (two loans) returning to accruing status. As a percentage of non-performing loans and accruing troubled debt restructurings, the allowance for loan losses was 3344.9725% at December 31, ~~2017~~2018 compared to 2133.6797% at December 31, ~~2016~~2017. Net loan recoveries amounted to $70694,000 during the year ended December 31, ~~2017~~2018, compared to ~~net charge-offs of~~ $8570,000 during the year ended December 31, ~~2016~~2017.

An analysis of the changes in the allowance for loan losses, non-performing loans and classified loans is presented under “— Risk Management — Analysis of Non-performing and Classified Assets” and “— Risk Management — Analysis and Determination of the Allowance for Loan Losses.”

Non-interest Income. Total non-interest income ~~increased~~decreased by $~~320~~91,000, or ~~820~~25.53%, from $39359,000 for the year ended December 31, ~~2016~~2017 to $~~359~~268,000 for the year ended December 31, ~~2017~~2018. The ~~increase~~decrease in total non-interest income primarily was due to a $~~128~~21,000 ~~increase~~decrease onof earnings from bank owned life insurance, and a $57,000 ~~increase~~decrease in gain on sale of investment securities ~~and no loss recognized in 2017 of the extinguishment of debt as compared to the $140,000 loss recognized on the early extinguishment of FHLB advances~~.

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Non-interest Expenses. Total non-interest expenses ~~decreased~~increased by $~~881~~230,000, or 196.12%, from $43.67 million for the year ended December 31, ~~2016~~2017 to $34.7 0 million for the year ended December 31, ~~2017~~2018. The ~~decrease~~increase primarily was attributable to $~~696~~226,000 ~~decrease~~increase in salaries and employee benefits resulting from ~~the~~an ~~expense~~increase ~~management reduction plan implemented~~ in ~~December~~expenses ~~2016~~related ~~(approximately~~to ~~$512,000~~restricted ofstock ~~severance~~awards ~~charges~~and ~~were~~ESOP ~~recognized~~costs. inLegal ~~2016), a $94,000 reduction in legal~~ and professional expenses asfor the ~~new~~year ~~management~~ended ~~team~~December 31, ~~had~~2018 ~~less~~increased ~~reliance~~by ~~on outside consultants, a~~ $5659,000 ~~decrease~~as incompared ~~FDIC~~to ~~premiums,~~the ~~and~~prior ayear ~~$79,000~~primarily ~~decrease~~due into ~~other~~costs ~~expenses~~associated aswith ~~management~~adding ~~remains~~two ~~focus~~large investors on ~~controlling~~our ~~all costs incurred by the Bank~~Board. The ~~decrease~~increase was offset in part by ~~increases~~decreases in occupancy costs of $3533,000 and data processing costs of $3037,000 for the year ended December 31, ~~2017~~2018 as compared to the ~~similar period of the~~ prior year.

Income Tax Expense. We had an income tax ~~expense~~benefit of $~~-0-~~1.3 million and $~~771,000~~0 during the years ended December 31, ~~2017~~2018 and ~~2016~~2017, respectively. During the year ended December 31, 2016, management concluded that based on existing accounting guidance it is more likely than not the Bank will be unable to generate sufficient taxable income in the foreseeable future to fully utilize the deferred tax assets and placed a full valuation allowance on all net deferred tax assets. The ~~effective~~Company maintained this valuation allowance against the net deferred tax ~~rate~~assets ~~for~~at ~~these~~September 30, ~~respective~~2018 ~~periods~~based ~~was~~on ~~(0.0%)~~its estimate of future reversal and ~~(78~~utilization.~~7%)~~ As a result, there was no income tax benefit recorded for the year ended December 31, 2017 or the nine month period ended September 30, 2018.

Risk Management

Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available-for-sale securities that are accounted for on a mark-to-market basis. Other risks that we face are operational risk, liquidity risks and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology, use of third-party vendors and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or income.

Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. We do not offer, and have not offered no-documentation mortgage loans or Alt A mortgage loans.

When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency by creating a loan strategy to restore the loan to current status. When the loan becomes 15 days past due, a late notice is sent to the borrower. Between 15 and 30 days past due, telephone calls are also made to the borrower, and we make efforts to work with the borrower to resolve the situation. After 30 days, we regard the borrower in default. Between 30 and 45 days delinquent, borrowers with loans other than one- to four-family owner-occupied properties may be sent a letter from our attorney and we may commence collection proceedings. Borrowers with loans secured by one- to four-family owner-occupied properties are sent more stringent notices again at 60 and 90 days delinquent. At 120 days, if a current loan status or acceptable strategy is unable to be mutually agreed upon by borrower and Madison Bank of Maryland then the borrower is referred to our attorney and we may commence collection proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure auction. Management informs the Board of Directors monthly of the amount of loans delinquent more than 30 days, new/revised loan strategies, loans in foreclosure and property that we own.

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~~accrual~~refinanced ofbefore ~~interest~~the ~~ceases~~foreclosure ~~and~~sale, the ~~allowance~~real ~~for~~property ~~any~~securing ~~uncollectible~~the ~~accrued~~loan ~~interest~~generally is ~~established~~sold ~~and~~at ~~charged~~foreclosure ~~against interest income~~auction. ~~Typically,~~Management ~~payments~~informs ~~received~~the onBoard aof ~~non-accrual~~Directors ~~loan~~monthly ~~are~~of ~~first~~the ~~applied~~amount toof ~~unpaid~~loans ~~interest~~delinquent ~~and~~more ~~thereafter,~~than ~~in order~~30 days, tonew/revised ~~escrow~~loan ~~payments~~strategies, ~~the~~loans ~~outstanding~~in ~~principal~~foreclosure ~~balance~~ and ~~late~~property ~~charges~~that we own.

Analysis of Non-performing and Classif ied Assets. We consider repossessed assets, non-accrual loans and ground rents delinquent in excess of three years to be non-performing assets. Loans generally are placed on non-accrual status when they become 120 days delinquent. We may choose to consider loans from 90 to 119 days delinquent to be non-accrual, and generally do so except where a borrower has a history of periodically bringing a loan current after being 90 days or more delinquent. If the loan is less than 90 days delinquent, but information is brought to our attention that indicates the collection of interest is doubtful, the loan will immediately be considered non-accrual. When a loan is deemed non-accrual, the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against interest income. Typically, payments received on a non-accrual loan are first applied to unpaid interest and thereafter, in order, to escrow payments, the outstanding principal balance and late charges.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned until it is sold. When property is acquired it is recorded at the fair market value at the date of foreclosure less estimated selling costs. Any holding costs and declines in fair value after acquisition of the property result in charges against income.

The following table provides information with respect to our non-performing assets at the dates indicated.

At December 31,

(Dollars in thousands)

~~2017~~2018

~~2016~~2017

Non-accrual loans:

Residential, home equity lines of credit and consumer

~~930~~512

~~1,106~~930

Non-residential

—

~~1,020~~—

Construction and land

650

Construction and land.

650

Total non-performing loans

~~1,580~~518

21,~~159~~580

Accruing loans past due 90 days or more:

Residential, home equity lines of credit and consumer

~~341~~—

~~181~~341

Total

~~341~~—

~~181~~341

Total of non-performing loans and accruing loans 90 days or more past due

~~1,921~~518

21,~~340~~921

Assets acquired through foreclosure

—

Ground rents

~~141~~136

141

Total non-performing assets

~~2,062~~654

2,~~481~~062

Troubled debt restructurings accruing

2,~~212~~402

~~3,280~~2.212

Troubled debt restructurings accruing and total non-performing assets

43,~~274~~052

54,~~761~~274

Total of non-performing loans and accruing loans past due 90 days or more to total loans

2.0051%

2.6800%

Total non-performing loans to total assets

1.0735

1.6407

Total non-performing assets to total assets

1.4044

1.8940

Total non-performing loans and accruing troubled debt restructurings to total assets

21.5794

42.1457

Total non-performing assets and accruing troubled debt restructurings to total assets

2.90033

42.3890

At December 31, ~~2017~~2018, non-accrual loans consisted of 1611 residential mortgage loans totaling $~~930~~513,000 and ~~three~~one construction and land ~~loans~~loan totaling $~~650~~6,000. The decrease in non-performing loans at December 31, ~~2017~~2018 as compared to December 31, ~~2016~~2017 is primarily the result of continued efforts to resolve our problem loans. We had ~~two~~0 loans 90 days or more delinquent but still accruing at December 31, ~~2017~~2018 as compared to ~~one~~two loan at December 31, ~~2016~~2017.

~~At December 31, 2017, our largest non-performing loan relationships consisted of the following:~~ 43

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At December 31, 2018, our largest non-performing loan relationships consisted of the following:

•

Two ~~land~~residential loans ~~to the same borrower~~ (total of $~~631~~397,000) secured by ~~waterfront property in Queen Anne’s County, Maryland on~~ the ~~Eastern~~borrowers ~~shore~~primary ~~of the Chesapeake Bay~~residence.

•

Four residential loans (total of $759,000) secured by the borrowers primary residence.

•

All remaining individual loans have outstanding balances less than $100,000.

We occasionally modify loans to extend the term or make other concessions to help borrowers stay current on their loans and to avoid foreclosure. We do not forgive principal or interest on loans but have modified the interest rates on loans to rates that are below market rates. In the case of non-residential mortgage loans or large residential mortgage loans, before agreeing to modify a loan, we perform a financial analysis of the borrower to determine that the borrower will be able to comply with the terms of the loan as restructured. At December 31, 2018 and 2017, we had $2.4 million, $2.2 million, respectively, in modified loans, which are also referred to as troubled debt restructurings, on which we continue to accrue interest.

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financial analysis of the borrower to determine that the borrower will be able to comply with the terms of the loan as restructured. At December 31, 2017 and 2016, we had $2.2 million, $3.3 million, respectively, in modified loans, which are also referred to as troubled debt restructurings, on which we continue to accrue interest.

If a loan is in non-accrual status at the time we restructure it and classify the restructure as a troubled debt restructuring, it is our policy to maintain the loan as non-accrual until we receive six consecutive monthly payments under the restructured terms.

At December 31, ~~2017~~2018, our largest accruing troubled debt restructured loan was a $~~825~~927,000 loan secured by a first mortgage on a church in Baltimore City. We initially restructured the loan to reduce the interest rate on the loan in 2015 and restructured the loan ~~has~~again ~~paid~~ in ~~accordance~~June 2018 to correct the ~~restructured~~amortization ~~terms~~on ~~since~~the ~~that time. We also have a $5,000~~ loan ~~secured~~as bywell aas ~~third~~adding ~~mortgage~~an onassignment ~~this~~of ~~church.~~rent Wereceived ~~receive certain rental payments~~ from ~~proceeds~~two ~~of a~~ cell ~~tower~~phone towers on the property. ~~that~~The ~~are~~loan has paid ~~directly~~in toaccordance us to ~~meet~~ the ~~debt~~restructured ~~service~~terms ~~requirements~~since onoriginally ~~these~~being ~~loans.~~restructured Inin ~~addition,~~2015 ~~the~~and ~~Church~~also ~~pays~~since ~~an additional amount each month that is applied to past due interest arreages as well as a recovery of legal expenses incurred on~~ the ~~collection~~restructuring ~~efforts~~in ~~of this loan~~2018.

Interest income that would have been recorded for the year ended December 31, ~~2017~~2018 and the year ended December 31, ~~2016~~2017 had non-accrual loans been current according to their original terms, amounted to approximately $6633,000 and $8666,000, respectively. Interest income of $~~369~~212,000 and $~~1.1~~369,000 ~~million~~ related to non-accrual loans was included in interest income for the years ended December 31, ~~2017~~2018 and ~~2016~~2017, respectively.

At December 31, ~~2016~~2017 and ~~2017~~2018, we had no other real estate owned.

Classified Assets. Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of the Comptroller of the Currency has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weakness and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets that do not currently expose an institution to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving close attention.

The following table shows the aggregate amounts of our classified and criticized assets at the dates indicated.

At December 31,

(In thousands)

~~2017~~2018

~~2016~~2017

Special mention assets

23,~~296~~647

32,~~251~~296

Substandard assets

51,~~632~~514

65,~~078~~632

Total criticized and classified assets

75,~~928~~161

97,~~329~~928

Classified and criticized assets include loans that are classified due to factors other than payment delinquencies, such as lack of current financial statements and other required documentation, insufficient cash flows or other deficiencies, and, therefore are not included as non-performing assets. Other than as disclosed in the above tables, there are no other loans where management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms. Also included in classified and criticized assets are other real estate owned properties of $0 at December 31, 2017 and 2016.

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Atdisclosed ~~December~~in ~~31,~~the ~~2017~~above tables, ~~our~~there ~~five~~are ~~largest~~no ~~classified~~other ~~asset~~loans ~~lending~~where ~~relationships~~management ~~totaled~~has ~~$4.6~~serious ~~million,~~doubts ~~which~~about ~~represented~~the ~~58.6%~~ability of ~~classified~~the ~~assets.~~borrowers Ofto ~~our~~comply ~~remaining~~with ~~classified~~the ~~assets,~~present ~~none~~loan ~~had~~repayment aterms. ~~book~~Also ~~value~~included in ~~excess~~classified ofand ~~$500,000.~~criticized Atassets ~~December~~are ~~31,~~other ~~2017,~~real ~~our~~estate ~~five~~owned ~~largest~~properties ~~classified~~of $0 ~~asset~~at ~~lending~~December ~~relationships~~31, ~~consisted~~2018 ofand ~~the~~2017. ~~following:~~

At December 31, 2018, our three largest classified asset lending relationships totaled $2.8 million, which represented 53.6% of classified assets. Of our remaining classified assets, none had a book value in excess of $500,000. At December 31, 2018, our three largest classified asset lending relationships consisted of the following:

•

A $1.1 million lending relationship which consists of ~~three~~two loans with ~~one person having~~ common ownership in each of these loans. The ~~three~~two loans are classified as special mention. One loan in the amount of $~~753~~786,000 ~~has~~was ~~remained~~recently ~~current~~refinanced to fix the interest rate and is secured by residential investor property in Ocean City, Maryland. The other ~~two~~loan ~~loans~~for ~~have~~$281,000 ~~matured~~is ~~and~~secured ~~the~~by ~~customer~~residential islots in ~~the~~Harford ~~process~~County, MD. As of ~~refinancing~~December 31, ~~loan~~2018, ~~with~~the aborrower ~~different~~has ~~financial~~kept ~~institution.~~these loans current on an ongoing basis;

•

A $~~1.1~~968,000 ~~million~~relationship ~~construction~~consisting ~~loan~~of ~~secured~~two loans served by aland ~~single~~and ~~family~~the ~~home~~improvements inthereon ~~Ocean~~consisting ~~City~~of two homes, ~~Maryland~~a commercial building and a marina with boat slips. The two loans are classified as substandard as the collateral value of the properties barely covers the debt. As of December 31, ~~2017~~2018, the borrower has kept ~~the~~these ~~loan~~loans current on an ongoing basis;

•

A $~~1.0~~730,000 ~~million~~residential ~~relationship~~investor ~~consisting~~loan ofsecured ~~two~~by ~~loans~~eight ~~served~~properties bylocated ~~land~~in ~~and~~Baltimore ~~the~~City, ~~improvements~~Maryland. ~~thereon~~This ~~consisting~~loan is classified as special mention. As of ~~two~~December 31, ~~homes~~2018, athe ~~commercial~~borrower ~~building~~has ~~and~~kept athese ~~marina~~loans ~~with~~current ~~boat~~on ~~slips;~~an ongoing basis.

•

A $830,000 relationship consisting of two loans secured by a church in Baltimore City (see “— Analysis of Non-performing and Classified Assets” for additional information regarding this lending relationship);

•

A $631,000 lending relationship secured by waterfront property in Queen Anne’s County on the Eastern shore of the Chesapeake Bay (see “— Analysis of Non-performing and Classified Assets” for additional information regarding this lending relationship).

Delinquencies. The following table provides information about delinquencies in our loan portfolio at the dates indicated.

	At December 31,
	~~2017~~2018										~~2016~~2017
	30 – 89 Days					90 Days or More					30 – 89 Days					90 Days or More
(Dollars in thousands)	Number of Loans		Principal Balance of Loans			Number of Loans		Principal Balance of Loans			Number of Loans		Principal Balance of Loans			Number of Loans		Principal Balance of Loans
Residential, home equity lines of credit and consumer		54		$	~~115~~14		73		$	~~579~~243		145		$	~~1,341~~115		137		$	~~681~~579
Non-residential		—			—		—			—		—			—		1—			~~103~~—
Construction and land		—			—		2—			~~631~~—		3—			~~1,792~~—		2			631
Total		54		$	~~115~~14		93		$	~~1,210~~243		175		$	~~3,133~~115		149		$	~~790(~~1),210

(1)

Does not include troubled debt restructured loans that were current on their restructured payment terms but where the loan continues to be non-accrual.

Analysis and Determination of the Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a monthly basis, and any adjustments must be approved quarterly by the board of directors. When additional allowances are necessary, a provision for loan losses is charged to earnings. When reductions to the allowance are necessary, a reversal for loan losses is credited to earnings. Our methodology for assessing the appropriateness of the allowance for loan losses is reviewed periodically by the board of directors. The board of directors also reviews the allowance for loan losses established on a quarterly basis.

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General Valuation Allowance. We establish a general valuation allowance for loans that should be adequate to reserve for the estimated credit losses inherent in each segment of our loan portfolio, given the facts and circumstances as of the valuation date for all loans in the portfolio that have not been classified. The allowance is based on our average annual rate of net charge offs experienced over the previous three years on each segment of the portfolio and is adjusted for current qualitative factors. If historical loss data is not available for a segment, the estimates used will be based on various components such as industry averages. For purposes of determining the estimated credit losses, the loan portfolio is segmented as follows: (i) residential first mortgage real estate loans; (ii) residential second mortgage real estate loans; (iii) residential home equity lines of credit; (iv) commercial loans; (v) construction loans; (vi) land loans; and (vii) consumer loans. Qualitative factors that are considered in determining the adequacy of the allowance for loan losses are as follows: (i) trends of delinquent and non-accrual loans; (ii) economic factors; (iii) concentrations of credit; (iv) changes in the nature and volume of the loan portfolio; and (v) changes in lending staff and loan policies. We do not record allowances for impaired loans in our general allowance; however, the balances of impaired loans are included in the other categories of our allowance for loan losses until an updated appraisal is received when measured individually.

Specific Valuation Allowance. Specific valuation allowances are only established for non-collateral dependent troubled-debt restructured loans and are established at the modification date of the troubled loan. The specific valuation allowance is computed as the excess of the loan’s expected cash flow based on the remaining original loan terms and the expected cash flow of the corresponding modified loan discounted at the original loan rate. As long as the borrower performs under the terms of the modification agreement, on a monthly basis we recalculate the specific valuation using the discounted cash-flow method described above. If the borrower fails to perform under the modification agreement, we will treat the loan as a collateral dependent and measure the loss by using the fair value of the collateral less disposition costs.

Losses on non-modified loans are charged-off in the month the loss is measured. Non-modified loans are measured for loss at the point the loan becomes 90 to 120 days delinquent or at maturity if an extension is requested. We obtain a third party appraisal to determine the fair value of the collateral. We measure these loans for loss by using the fair value of collateral less disposition costs method and if any loss is determined it is charged off directly. Subsequently, these loans are re-evaluated at least annually by obtaining an updated third party appraisal to determine if there should be any further loss recognition.

All other adversely classified loans as well as special mention and watch loans are reviewed monthly. Our historical loss experience in each category of loans is utilized in determining the allowance for that group. The determined loss factor in each loan category may be adjusted for qualitative factors as determined by management.

Unallocated Allowance. Our allowance for loan losses methodology may also include an unallocated component to reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the loan portfolio. The unallocated allowance is prorated between the various loan categories in proportion to their totals of the calculated reserves. As of December 31, ~~2017~~2018, we had approximately $~~155~~276,000 of unallocated reserves as compared to $~~265~~155,000 as of December 31, ~~2016~~2017.

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated. The allocation of the allowance to each category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category. 46

	At December 31,
	2017							2016
(Dollars in thousands)	Amount			% of Allowance to Total Allowance		% of Loans in Category to Total Loans		Amount			% of Allowance to Total Allowance		% of Loans in Category to Total Loans
Residential and home equity lines of credit		$	1,043		80.98%		82.42%		$	973		79.89%		86.36%
Non-residential			158		12.27		13.76			158		12.97		7.89
Construction and land			87		6.75		3.38			87		7.14		5.73
Consumer			—		—		.44			—		—		.02
Total		$	1,288		100.00%		100.00%		$	1,218		100.00%		100.00%

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	At December 31,
	2018							2017
(Dollars in thousands)	Amount			% of Allowance to Total Allowance		% of Loans in Category to Total Loans		Amount			% of Allowance to Total Allowance		% of Loans in Category to Total Loans
Residential and home equity lines of credit		$	982		76.00%		79.38%		$	1,043		80.98%		82.42%
Non-residential			270		20.90		15.38			158		12.27		13.76
Construction and land			20		1.55		2.94			87		6.75		3.38
Consumer and C&I			20		1.55		2.30			—		—		.44
Total		$	1,292		100.00%		100.00%		$	1,288		100.00%		100.00%

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that the Office of the Comptroller of the Currency, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. The Office of the Comptroller of the Currency may require us to increase our allowance for loan losses based on judgments different from ours. While management believes it has established the allowance for loan losses in accordance with generally accepted accounting principles and has taken into account the views of its regulators and the current economic environment, there can be no assurance that in the future Madison Bank of Maryland’s regulators or the economic environment will not require further increases in the allowance. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

~~Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.~~ 47

	Year Ended December 31,
(Dollars in thousands)	2017			2016
Allowance at beginning of period		$	1,218		$	1,561
Charge-offs:
Residential, home equity lines of credit and consumer			(85)			(4)
Non-residential			(81)			—
Construction and land loans			—			(81)
Total charge-offs			(166)			(85)
Recoveries:
Residential, home equity lines of credit and consumer			105			—
Non-residential			—			—
Construction and land loans			131			—
Total recoveries			236			—
Net recoveries (charge-offs)			70			(85)
(Reversal) Provision for loan losses			—			(258)
Allowance at end of period		$	1,288		$	1,218
Allowance for loan losses to non-performing loans and accruing troubled debt restructurings at end of period			33.97%			22.39%
Allowance for loan losses to total loans at end of period			1.34%			1.37%
Net charge-offs to average loans outstanding during the period			0.00%			.11%

A loan is considered past due or delinquent when a contractual payment is not paid on the day it is due. Loans generally are placed on non-accrual status when they become 120 days delinquent. We may choose to consider loans from 90 to 119 days delinquent to be non-accrual, and generally do so except where a borrower has a history of periodically bringing a loan current after being 90 days or more delinquent. A loan is considered impaired when, based on current information and events, it is probable that Madison Bank of Maryland 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. Impairment is measured on a loan by loan basis. If the loan is deemed collateral dependent the

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~~impairment~~ Analysis ~~is measured on the net realizable value~~ of ~~the~~Loan ~~collateral~~Loss Experience. The Iffollowing ~~loan~~table ~~repayment~~sets isforth ~~not~~an ~~deemed~~analysis ~~collateral dependent, impairment is measured on the net present value~~ of the ~~expected~~allowance ~~discounted~~for ~~future~~loan ~~cash~~losses ~~flows.~~for ~~Impaired loans totaled $4.4 million as of December 31, 2017 and were comprised of~~ the ~~following:~~periods ~~7 loans ($872,000) that were 90 days or more delinquent and 27 loans ($3~~indicated.6 ~~million) that were less than 90 days delinquent. See note 3 of notes to consolidated financial statements.~~

	Year Ended December 31,
(Dollars in thousands)	2018			2017
Allowance at beginning of period		$	1,288		$	1,218
Charge-offs:
Residential, home equity lines of credit and consumer			(43)			(85)
Non-residential			—			(81)
Construction and land loans			—			—
Total charge-offs			(43)			(166)
Recoveries:
Residential, home equity lines of credit and consumer			38			105
Non-residential			2			—
Construction and land loans			697			131
Total recoveries			737			236
Net recoveries (charge-offs).			694			70
(Reversal) Provision for loan losses			(690)			—
Allowance at end of period		$	1,292		$	1,288
Allowance for loan losses to non-performing loans and accruing troubled debt restructurings at end of period			44.25%			33.97%
Allowance for loan losses to total loans at end of period			1.27%			1.34%
Net (recoveries) charge-offs to average loans outstanding during the period			(0.70)%			(0.08)%

We measure an impaired loan for loss in the following ways:

•

Collateral dependent loans are measured for loss at the point the loan becomes 90 to 120 days delinquent or at maturity if an extension is requested. We obtain a third party appraisal or other type of valuation such as from the Freddie ~~mac~~Mac Automated Valuation Model to determine the fair market value of the collateral. We measure these loans for loss by using the fair value of collateral less disposition costs method and if any loss is determined it is charged off directly. Subsequently, these loans are re-evaluated at least quarterly by obtaining an updated third party valuation to determine if there should be any further loss recognition.

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less disposition costs method and if any loss is determined it is charged off directly. Subsequently, these loans are re-evaluated at least quarterly by obtaining an updated third party valuation to determine if there should be any further loss recognition.

•

Non-collateral dependent loans are measured for loss at the point the loan becomes 90 to 120 days delinquent. If there are no work-out arrangements, we will treat the loan as a collateral dependent loan and measure for loss as stated above. If any loss is determined, it is our policy to charge off this loss directly. If there is a work-out arrangement, the loan will be measured for loss using the present value of discounted cash flows method, and if a loss is measured, a specific reserve is established. As long as the borrower performs under the terms of the work-out arrangement, no further measurement for loss is performed. If the borrower would fail to perform under the work-out arrangement, we will treat the loan as a collateral dependent loan and measure for loss as stated above.

During the years ended December 31, ~~2017~~2018 and ~~2016~~2017, we had net recoveries totaling $70694,000 and ~~charge-offs of~~ $8570,000, respectively.

Interest Rate Risk Management. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes adjusting our loan mix by originating fixed-rate loans with shorter maturities and adjusting our investment portfolio mix and duration. Specifically, while we do not originate adjustable-rate residential mortgage loans, over the past several years we have sought to shorten the average term of our loan portfolio by emphasizing the origination of residential fixed-rate loans with seven-to 15-year terms. At December 31, ~~2017~~2018, we also had $~~250~~498,000 of interest-bearing deposits in other banks that reprice in the very near term. With respect to liabilities, we have had some success in the current low interest rate environment in increasing our longer-term certificates of deposit, as our customers have been willing to purchase longer-term certificates of deposit in exchange for increased yield, while, conversely, decreasing our short-term certificates of deposit.

We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

We have an Asset/Liability Management Committee, which includes members of senior management and one non-management director, to communicate, coordinate and control all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest and net income.

47 Net Interest Income Analysis. The Bank analyzes its sensitivity to changes in interest rates through our net interest income simulation model which is provided to us by an independent third party. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a one-year period based on current interest rates. We then calculate what the net interest income would be for the same period under different interest rate assumptions. We also estimate the impact over a five year time horizon. These analyses assess the risk of loss in net interest income in the event of a sudden and sustained 100 to 400 basis point increase or 100 basis point decreases in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. The following table shows the estimated impact on net interest income for the one-year period beginning December 31, 2018 resulting from potential changes in interest rates. These estimates require certain assumptions to be made, including loan and mortgage-related

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Net Interest Income Analysis. The Bank analyzes its sensitivity to changes in interest rates through our net interest income simulation model which is provided to us by an independent third party. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a one-year period based on current interest rates. We then calculate what the net interest income would be for the same period under different interest rate assumptions. We also estimate the impact over a five year time horizon. These analyses assess the risk of loss in net interest income in the event of a sudden and sustained 100 to 400 basis point increase or 100 basis point decreases in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. The following table shows the estimated impact on net interest income for the one-year period beginning December 31, 2017 resulting from potential changes in interest rates. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on our net interest income. Although the net interest income table below provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

Rate Shift(1)	Net Interest Income Year 1 Forecast			Year 1 Change from Level
	(Dollars in thousands)
+400		$	32,~~115~~743		(1121.98)%
+300		$	32,~~254~~943		(716.91)%
+200		$	3,~~397~~149		(310.92)%
+100		$	3,~~523~~347		(04.35)%
Level		$	3,~~534~~506		—
-100		$	3,~~345~~451		(51.36)%
-200		$	3,247		(7.4)%

(1)

The calculated changes assume an immediate shock of the static yield curve.

The decline in net interest income during year 1 in each of these scenarios is caused by our liabilities repricing faster than our assets. In addition to immediate rate shocks, the Bank also analyzes different rate environments such as a more gradual rate increase. In a gradual rate 200 basis point increase environment, the analysis shows net interest income decreasing by $69210,000 to $3,~~465~~296,000 as this gradual increase has less effect on our interest bearing liabilities.

Economic Value of Equity Analysis. The Bank also analyzes the sensitivity of our financial condition to changes in interest rates through our economic value of equity model, which is also provided to us by the same independent third party as the net interest income analysis. This analysis measures the difference between predicted changes in the present value of our assets and predicted changes in the present value of our liabilities assuming various changes in current interest rates. These analyses assess the risk of loss in market value of equity in the event of a sudden and sustained 100 to 400 basis point increase or 100 basis point decreases in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. As with the net interest income simulation model, the estimates of changes in the economic value of our equity require certain assumptions to be made. These assumptions include loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain and, as a result, we cannot precisely predict the impact of changes in interest rates on the economic value of our equity. Although our economic value of equity analysis provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the economic value of our equity and will differ from actual results.

Rate Shift(1)	Economic Value of Equity			% Change In Equity from Level
	(Dollars in thousands)
+400		$	12,452		(56.9)%
+300		$	16,183		(44.0)%
+200		$	20,480		(29.1)%
+100		$	24,965		(13.5)%
Level		$	28,875		—
-100		$	30,403		5.3%
-200		$	29,666		2.7%

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Rate Shift(1)	Economic Value of Equity			% Change In Equity from Level
	(Dollars in thousands)
+400		$	12,440		(54.9)%
+300		$	16,092		(41.6)%
+200		$	20,455		(25.8)%
+100		$	24,456		(11.3)%
Level		$	27,565		—
-100		$	27,844		1.0%

(1)

The calculated changes assume an immediate shock of the static yield curve.

Our economic value of equity analysis shows a loss in economic value in each of the up rate environments because our assets lose more value than our liabilities gain.

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Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds available to meet short-term liquidity needs consist of deposit inflows, loan repayments and maturities and sales of investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets available to meet short-term liquidity needs based upon our assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of our asset/liability management policy. We do not have long-term debt or other financial obligations that would create long-term liquidity concerns.

Our most liquid assets are cash and cash equivalents and interest-bearing deposits. The level of these assets depends on our operating, financing, lending and investing activities during any given period. At December 31, ~~2017~~2018, cash and cash equivalents totaled $87.0 4 million. Securities classified as available-for-sale, amounting to $1614.6 1 million at December 31, ~~2017~~2018, provide an additional source of liquidity. In addition, at December 31, ~~2017~~2018, we ~~had~~hadthe ~~the~~ ability to borrow a total of approximately $3437.4 5 million from the Federal Home Loan Bank of Atlanta. At December 31, ~~2017~~2018, we had $1319.0 million in Federal Home Loan Bank advances outstanding. In addition, we maintain a $2.5 million line of credit with another bank and access to the Federal Reserve Bank Discount Window. No amounts were outstanding under such lines of credit at December 31, ~~2017~~2018.

At December 31, ~~2017~~2018, we had $~~680~~310,000 in commitments to extend credit outstanding. Certificates of deposit due by December 31, ~~2017~~2018 totaled $3536.4 7 million, or 5458.19% of certificates of deposit. We believe the large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods due to the recent low interest rate environment and local competitive pressures. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, ~~2017~~2018. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

49The following table represents our contractual obligations as of December 31, 2018.

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(In thousands)	Total			Less Than One Year			One to Three Years			Three to Five Years			More Than Five Years
Contractual obligations:
Certificates of deposit		$	62,098		$	36,560		$	19,925		$	5,613		$	—
Operating lease obligations			354			102			184			68			—
Federal Home Loan Bank of Atlanta advances and other borrowings			19,000			9,000			—			—			10,000
Severance Payments			108			108			—			—			—
Post-retirement benefits			186			21			42			42			81
Total		$	81,746		$	45,791		$	20,151		$	5,723		$	10,081

The following table represents our contractual obligations as of December 31, 2017.

(In thousands)	Total			Less Than One Year			One to Three Years			Three to Five Years			More Than Five Years
Contractual obligations:
Certificates of deposit		$	65,567		$	35,440		$	18,640		$	11,487		$	—
Operating lease obligations			456			108			197			151			—
Federal Home Loan Bank of Atlanta advances and other borrowings			13,000			8,000			—			—			5,000
Severance Payments			236			128			108			—			—
Post-retirement benefits			207			21			42			42			102
Total		$	79,466		$	43,697		$	18,987		$	11,680		$	5,102

Our primary investing activities are the origination of loans and the purchase of investment securities. Our primary financing activity is activity in deposit accounts. Deposit flows are affected by the overall level of interest rates, the interest rates and product offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

Financing and Investing Activities

Capital Management. We are subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, ~~2017~~2018, we exceeded all of our regulatory capital requirements and were considered “well capitalized” under regulatory guidelines. See “Item 1. Business — Regulation and Supervision — Federal Banking Regulation — Capital Requirements,” and note 12 of the Notes to Consolidated Financial Statements.

The capital from the offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations will be enhanced by the capital from the offering, resulting in increased net interest-earning assets and income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. Following the offering, we may use capital management tools such as cash dividends and common share repurchases. However, under Office of the Comptroller of the Currency regulations, we will not be allowed to repurchase any shares during the first year following the offering, except to fund the restricted stock awards under the equity benefit plan after its approval by shareholders, unless extraordinary circumstances exist and we receive regulatory approval. 51

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we exceeded all of our regulatory capital requirements and were considered “well capitalized” under regulatory guidelines. See “Item 1. Business — Regulation and Supervision — Federal Banking Regulation — Capital Requirements,” and note 12 of the Notes to Consolidated Financial Statements.

The capital from the offering significantly increased our liquidity and capital resources. Over time, the initial level of liquidity has been reduced as net proceeds from the stock offering were used for general corporate purposes, including the funding of lending activities.

We may elect to use capital management tools such as cash dividends and common share repurchases to enhance shareholder value.

Off-Balance Sheet Arrangements. In 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, unused lines of credit and letters of credit.

For the years ended December 31, ~~2017~~2018 and ~~2016~~2017, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented in this Annual Report on Form 10-K have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial positions and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data

The information required by this item is included herein beginning on F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

(a)

Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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(b)

Internal Control Over Financial Reporting

MANAGEMENT’S ANNUAL REPORT
ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2017~~2018, utilizing the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, ~~2017~~2018 is effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements are prevented or timely detected.

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All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Philip P. Phillips Philip P. Phillips President and Chief Executive Officer /s/ John M. Wright John M. Wright Executive Vice President and Chief Financial Officer

(c)

Changes to Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three months ended December 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

Board of Directors

For information concerning MB Bancorp’s Board of Directors, the information contained under the section captioned “Items to be Voted on by Shareholders — Item 1 — Election of Directors” in MB Bancorp’s Proxy Statement for the 2018 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference.

Executive Officers

For information relating to officers of MB Bancorp, the information contained under Part I, Item 1, captioned “Business — Executive Officers Who Are Not Directors” in this Annual Report on Form 10-K is incorporated herein by reference.

Audit Committee and Audit Committee Financial Expert

For information regarding the audit committee and audit committee financial expert of MB Bancorp, the section captioned “Corporate Governance and Board Matters” in the Proxy Statement is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

For information regarding compliance with Section 16(a) of the Exchange Act, the information contained under the section captioned “Other Information Related to Directors and Executive Officers — Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.

Code of Ethics

The Company has adopted a code of ethics and business conduct which applies to all of the Company’s and the Bank’s directors, officers and employees. A copy of the code of ethics and business conduct is available to stockholders on the Investor Relations portion of the Bank’s website at http://www.mbofmd.com/stockholder-information.aspx.

Item 11. Executive Compensation

The information regarding executive compensation is set forth under the sections captioned “Director Compensation” and “Executive Compensation” in the Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) and (b) Security Ownership of Certain Beneficial Owners and Management.

Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Proxy Statement.

(c) Changes in Control. Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

(d) Equity Compensation Plans.

Not applicable.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The information relating to certain relationships and related transactions and director independence is set forth under the sections captioned “Other Information Related to Directors and Executive Officers — Transactions with Related Persons” and “Corporate Governance and Board Matters” in the Proxy Statement and is incorporated herein by reference.

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Item 14. Principal Accountant Fees and Services

The information relating to the principal accountant fees and services is set forth under the section captioned “Items to be Voted on by Shareholders — Item 3 — Ratification of the Independent Registered Public Accounting Firm” in the Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) List of Documents Filed as Part of this Report

(1) Financial Statements. The following consolidated financial statements are incorporated by reference from Item 8 hereof:

Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets as of December 31, ~~2017~~2018 and ~~2016~~2017 Consolidated Statements of Operations for the Years Ended December 31, ~~2017~~2018 and ~~2016~~2017 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, ~~2017~~2018 and ~~2016~~2017 Consolidated Statements of Equity for the Years Ended December 31, ~~2017~~2018 and ~~2016~~2017 Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017~~2018 and ~~2016~~2017 Notes to Consolidated Financial Statements

(b) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index.

No.			Description
3.1			Articles of Incorporation of MB Bancorp, Inc.(1)
3.2			Bylaws of MB Bancorp, Inc.(1)
4.1			Common Stock Certificate of MB Bancorp, Inc.(1)
10.1			Two-Year Change in Control Agreement between Madison Bank of Maryland and Philip P. Phillips +(2)
10.2			Two-Year Change in Control Agreement between Madison Bank of Maryland and Lisa M. McGuire-Dick +(32)
10.3			Two-Year Change in Control Agreement between Madison Bank of Maryland and John M. Wright +(43)
10.4			MB Bancorp, Inc. 2016 Equity Incentive Plan +(54)
10.5			Supplemental Life Insurance Agreement entered into by and between Madison Bank of Maryland and Phil Phillips effective January 2017.(65)
10.6			Supplemental Life Insurance Agreement entered into by and between Madison Bank of Maryland and John M. Wright effective January 2017.(65)
10.7			Supplemental Life Insurance Agreement entered into by and between Madison Bank of Maryland and Lisa M. McGuire-Dick effective January 2017.(65)
10.8			Director Emeritus Plan(65)
10.9			Standstill Agreement, dated February 20, 2018, by and among, MB Bancorp, Inc., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell and Corissa J. Briglia.(76)
10.10			Standstill Agreement, dated February 20, 2018, by and between, MB Bancorp, Inc. and Jeffrey Thorp.(76)
21.1			Subsidiaries
23.1			Consent of TGM Group LLC
23.2			Consent of Dixon Hughes Goodman LLP
31.1			Rule 13a-14(a) Certification of Chief Executive Officer
31.2			Rule 13a-14(a) Certification of Chief Financial Officer
32.1			Section 1350 Certifications

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No.			Description
101.1			The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements

Management contract or compensatory agreement or arrangement.

(1)

Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-198700), as amended, initially filed with the Securities and Exchange Commission on September 12, 2014.

(2)

Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2016 (File No. 000-55341).

(3)

Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2014 (File No. 000-55341).

(43)

Incorporated herein by reference to the Company Form 8-K filed with the Securities and Exchange Commission on December 23, 2016 (File No. 000-55341).

(54)

Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 19, 2016.

(65)

Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2016 (File No. 000-55341).

(76)

Incorporated herein by reference to the Company Form 8-K filed with the Securities and Exchange Commission on February 21, 2018 (File No. 000-55341).

(c) Financial Statement Schedules. All schedules for which this provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.

Item 16. Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MB BANCORP, INC.
March 13, ~~2018~~2019	By:	/s/ Philip P. Phillips
		Philip P. Phillips President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Philip P. Phillips Philip P. Phillips	President, Chief Executive Officer and Director (principal executive officer)	March 13, ~~2018~~2019
/s/ John M. Wright John M. Wright	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	March 13, ~~2018~~2019
/s/ Douglas S. Wilson Douglas S. Wilson	Chairman of the Board	March 13, ~~2018~~2019
/s/ David A. Klunk David A. Klunk	Director	March 13, ~~2018~~2019
/s/ Michael Nobile Michael Nobile	Director	March 13, ~~2018~~2019
/s/ Randall S. Pace Randall S. Pace	Director	March 13, ~~2018~~2019
/s/ Nicole N. Glaeser Nicole N. Glaeser	Director	March 13, ~~2018~~2019
/s/ Louis J. Vigliotti Louis J. Vigliotti	Director	March 13, ~~2018~~2019
/s/ Corissa Porcelli Corissa Porcelli	Director	March 13, 2019
/s/Jeffrey Thorp Jeffrey Thorp	Director	March 13, 2019

TABLE OF CONTENTS

Index to Consolidated Financial Statements of MB Bancorp, Inc. and Subsidiary

	Reports of Independent Registered Public Accounting Firms					F-1
	Consolidated Balance Sheets as of December 31, 2017 and 2016					F-2
	Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016					F-3
	Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2017 and 2016					F-4
	Consolidated Statements of Equity for the Years Ended December 31, 2017 and 2016					F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016					F-6
	Notes to Consolidated Financial Statements					F-7

TABLE OF CONTENTS

~~REPORT~~Index OFto ~~INDEPENDENT~~Consolidated ~~REGISTERED~~Financial ~~PUBLIC~~Statements ~~ACCOUNTING~~of ~~FIRM~~MB Bancorp, Inc. and Subsidiary

To the Board of Directors and Stockholders of MB Bancorp, Inc. and SubsidiariesForest Hill, Maryland


	Reports of Independent Registered Public Accounting Firms					F-1
	Consolidated Balance Sheets as of December 31, 2018 and 2017					F-2
	Consolidated Statements of Income for the Years Ended December 31, 2018 and 2017					F-3
	Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018 and 2017					F-4
	Consolidated Statements of Equity for the Years Ended December 31, 2018 and 2017					F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017					F-6
	Notes to Consolidated Financial Statements					F-7

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
MB Bancorp, Inc. and Subsidiaries
Forest Hill, Maryland

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of MB Bancorp, Inc. and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of ~~operations~~income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the ~~year~~two ~~then~~years in the period ended December 31, 2018, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for ~~year~~each ~~then~~of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

~~Prior~~We ~~Period~~have ~~Financial~~served ~~Statements~~as the Company’s auditor since 2017. Salisbury, Maryland February 26, 2019

The consolidated financial statements of MB Bancorp, Inc. and Subsidiaries as of December 31, 2016, were audited by other auditors whose report dated March 30, 2017, expressed an unqualified opinion on those statements.

We have served as the Company’s auditor since 2017.Salisbury, MarylandMarch 5, 2018

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MB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

As ofofDecember ~~December~~ 31, ~~2017~~2018

As of December 31, ~~2016~~2017

(Dollars in thousands)

Cash and due from banks

65,~~603~~877

56,~~399~~603

Interest bearing deposits in other banks

1,~~362~~534

31,~~868~~362

Total cash and cash equivalents

7,~~965~~411

97,~~267~~965

Other interest-bearing deposits in other banks

~~1,245~~498

71,~~222~~245

Investment securities available-for-sale – at fair value

1614,~~605~~093

316,~~698~~605

Investment securities held to maturity – amortized cost

1716,~~410~~802

1817,~~818~~410

Loans, net of unearned fees

95101,~~053~~052

8795,~~248~~053

Less allowance for loan losses

(1,~~288~~292)

(1,~~218~~288)

Loans, net

9399,~~765~~760

8693,~~030~~765

Real estate ground rents

~~822~~811

~~829~~822

Less allowance for credit losses

(~~141~~136)

(141)

Ground rents, net

~~681~~675

~~688~~681

Federal Home Loan Bank stock, at cost

~~754~~940

~~418~~754

Property and equipment – net

3,~~664~~548

3,~~677~~664

Deferred income taxes

—1,354

—

Bank-owned life insurance

4,~~574~~692

~~931~~4,574

Accrued interest receivable and other assets

~~668~~576

~~562~~668

TOTAL ASSETS

~~147~~150,~~331~~349

~~131~~147,~~311~~331

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES:

Deposits

~~103~~97,~~308~~821

93103,~~015~~308

Federal Home Loan Bank advances

1319,000

713,000

Deferred compensation liability

~~159~~148

~~170~~159

Accounts payable and other liabilities

~~504~~416

~~802~~504

Total liabilities

~~116~~117,~~971~~385

~~100~~116,~~987~~971

STOCKHOLDERS’ EQUITY:

Common stock .01 par value; authorized 19,000,000 shares; issued 1,940,200 and 1,902,900 shares at December 31, 2017 and December 31, 2016, respectively

Common stock .01 par value; authorized 19,000,000 shares; issued 1,960,620 and 1,940,200 shares at December 31, 2018 and December 31, 2017, respectively

Additional paid-in capital

18,~~135~~385

18,~~132~~135

Retained earnings – substantially restricted

1316,~~780~~078

13,~~770~~780

Accumulated other comprehensive loss

(~~229~~286)

(~~139~~229)

Unearned ESOP shares

(1,~~345~~232)

(1,~~458~~345)

Total stockholders’ equity

3032,~~360~~964

30,~~324~~360

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

~~147~~150,~~331~~349

~~131~~147,~~311~~331

See accompanying notes to consolidated financial statements.

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MB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

	For the Years Ended December 31,
(Dollars in thousands, except per share amount)	~~2017~~2018			~~2016~~2017
INTEREST INCOME:
Interest and fees on loans		$	34,~~423~~337		$	3,~~735~~423
Interest on federal funds sold and other investments			7854			~~135~~78
Interest and dividends on investment securities			~~882~~926			~~672~~882
Total interest income			45,~~383~~317			4,~~542~~383
INTEREST EXPENSE:
Interest on deposits			~~816~~997			~~769~~816
Interest on short-term borrowings			69181			169
Interest on long term borrowings			51105			~~435~~51
Total interest expense			~~936~~1,283			~~1,205~~936
NET INTEREST INCOME			34,~~447~~034			3,~~337~~447
(REVERSAL) PROVISION FOR LOAN LOSSES			—(690)			~~(258)~~—
NET INTEREST INCOME AFTER (REVERSAL) PROVISION FOR LOAN LOSSES			34,~~447~~724			3,~~595~~447
NON-INTEREST INCOME:
Service charges on deposit accounts			15			1015
Fees and charges on loans			3933			3539
Increase in cash surrender value of life insurance			~~163~~142			35163
Gain on investment securities			57—			—57
Loss on early extinguishment of debt			—			(140)
Ground rent fees			39			41
Ground rent fees			41			43
Other income			39			44
Other income			44			56
Total non-interest income			268			359
Total non-interest income			359			39
NON-INTEREST EXPENSE:
Salaries and employee benefits			2,~~115~~341			2,~~811~~115
Occupancy expenses			~~433~~400			~~398~~433
Furniture and equipment expenses			4146			4241
Legal and professional expenses			~~320~~379			~~414~~320
Data processing and other outside services			~~322~~285			~~292~~322
FDIC insurance premiums			2034			7620
Advertising and marketing related expenses			97			309
Provision for loss on other real estate owned			—			—
Other expenses			471			473
Other expenses			473			551
Total non-interest expenses			3,963			3,733
Total non-interest expenses			3,733			4,614
INCOME BEFORE INCOME TAXES			1,029			73
INCOME (LOSS) BEFORE INCOME TAXES			73			(980)
INCOME TAX EXPENSE/(BENEFIT)			(1,278)			—
INCOME TAX EXPENSE			—			771
NET INCOME		$	2,307		$	73
NET INCOME (LOSS)		$	73		$	(1,751)
Basic earnings per share		$	1.27		$	0.04
Basic earnings per share		$	0.04		$	(0.96)
Diluted earnings per share		$	1.27		$	0.04
Diluted earnings per share		$	0.04		$	(0.96)

See accompanying notes to consolidated financial statements.

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MB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	For the Years Ended
(Dollars in thousands)	December 31, ~~2017~~2018			December 313 1, ~~2016~~2017
NET INCOME (Loss)		$	73		$	(1,751)
NET INCOME		$	2,307		$	73
OTHER COMPREHENSIVE INCOME (LOSS) ON AVAILABLE-FOR-SALE INVESTMENT SECURITIES:
Unrealized gains (losses) during the period			(90)			(128)
Unrealized losses during the period			(133)			(90)
Reclassification of gain included in period			~~(57)~~—			—(57)
Unrealized gains (losses) during the period			(147)			(128)
Unrealized losses during the period			(133)			(147)
Income taxes on unrealized gains (losses) during the period			—			—
Income taxes on unrealized losses during the period			76			—
			(~~147~~57)			(~~128~~147)
COMPREHENSIVE Income (loss)		$	(74)		$	(1,879)
COMPREHENSIVE INCOME (LOSS)		$	2,250		$	(74)

See accompanying notes to consolidated financial statements.

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MB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

(Dollars in thousands)	Common Stock			Additional Paid In Capital			Retained Earnings			Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
BALANCES AT JANUARY 1, 2016		$	21		$	20,158		$	16,284		$	(1,571)		$	(11)		$	34,881
Net loss			—			—			(1,751)			—			—			(1,751)
Net unrealized loss on available-for sale securities, net of tax of $0			—			—			—			—			(128)			(128)
Stock-based compensation			—			26			—			113			—			139
Repurchase of shares			(2)			(2,052)			(763)			—			—			(2,817)
BALANCES AT DECEMBER 31, 2016		$	19		$	18,132		$	13,770		$	(1,458)		$	(139)		$	30,324
BALANCES AT JANUARY 1, 2017		$	19		$	18,132		$	13,770		$	(1,458)		$	(139)		$	30,324
Net income			—			—			73			—			—			73
Net unrealized loss on available-for sale securities, net of tax of $0			—			—			—			—			(90)			(90)
Stock-based compensation			—			124			—			113			—			237
Repurchase of shares			—			(121)			(63)			—			—			(184)
BALANCES AT DECEMBER 31, 2017		$	19		$	18,135		$	13,780		$	(1,345)		$	(229)		$	30,360
BALANCES AT JANUARY 1, 2018		$	19		$	18,135		$	13,780		$	(1,345)		$	(229)		$	30,360
Net income			—			—			2,307			—			—			2,307
Net unrealized loss on available-for sale securities, net of tax of $76			—			—			—			—			(57)			(57)
Stock-based compensation			—			266			—			113			—			379
Repurchase of shares			—			(16)			(9)			—			—			(25)
BALANCES AT DECEMBER 31, 2018		$	19		$	18,385		$	16,078		$	(1,232)		$	(286)		$	32,964

See accompanying notes to consolidated financial statements.

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MB BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended
(Dollars in thousands)	December 31, ~~2017~~2018			December 31, ~~2016~~2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	73		$	(1,751)
Net income		$	2,307		$	73
Adjustment to reconcile net income to net cash used in operating activities:
Depreciation expense			~~132~~137			~~133~~132
Increase in cash surrender value of life insurance			(~~143~~118)			(35143)
Net amortization/accretion of premiums and discounts			6974			~~(40)~~69
Provision for loan losses			—(690)			~~(258)~~—
Reversal for ground rent losses			—(5)			~~(8)~~—
Deferred income tax benefits, net			—(1,278)			~~786~~—
Non-cash compensation under stock-based benefit plan			~~237~~379			~~139~~237
Increase in accrued interest and other assets			~~(106)~~92			(19106)
Gain on sale of investment securities			~~(57)~~—			—(57)
Loss on early extinguishment of debt			—			~~140~~
Decrease in deferred compensation liability			(11)			(7611)
(Decrease) increase in accounts payable and other liabilities			(298)			432
Decrease in accounts payable and other liabilities			(88)			(298)
Net cash used in operating activities			(104)			(557)
Net cash provided by (used in) operating activities		$	799		$	(104)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease (increase) in other interest bearing deposits in other banks		$	~~5,977~~747		$	115,~~088~~977
Purchase of available-for-sale investments			~~(15,971)~~—			(215,~~499~~971)
Proceeds from calls/repayments of available-for-sale investments			12,~~599~~298			71,~~185~~599
Proceeds from sale of available for sale securities			~~1,359~~—			—1,359
Purchase of held-to-maturity investments			~~(1,732)~~—			(311,~~596~~732)
Proceeds from maturity/repayments of held-to-maturity investments			~~3,144~~615			213,~~938~~144
(Increase) decrease in loans, net			(7,735)			7,353
Increase in loans, net			(5,305)			(7,735)
Proceeds from sale of ground rents			711			157
Purchase of bank-owned life insurance			~~(3,500)~~—			—(3,500)
Purchase of property, plant and equipment			(~~119~~21)			(17119)
Redemption of Federal Home Loan Bank stock			(~~336~~186)			~~270~~(336)
Net cash provided by (used in) investing activities			(17,307)			13,737
Net cash used in investing activities		$	(1,841)		$	(17,307)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		$	10(5,~~293~~487)		$	~~323~~10,293
Federal Home Loan Bank advances			5248,000			752,000
Federal Home Loan Bank repayments			(4642,000)			(1246,~~140~~000)
Repurchase of common stock			(~~184~~25)			(~~2,817~~184)
Net cash used in financing activities			~~16,109~~488			(716,~~634)~~109
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(1,302)			5,546
DECREASE IN CASH AND CASH EQUIVALENTS			(554)			(1,302)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			97,~~267~~965			39,~~721~~267
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	7,~~965~~411		$	97,~~267~~965
Supplemental cash flow information:
Interest paid		$	~~922~~1,267			~~1,267~~922
Income taxes paid		$	—		$	—
Unrealized Appreciation (Depreciation) on Securities AFS		$	(133)		$	(90)
Noncash:
Transfer of other real estate owned to loans		$	—		$	—

See accompanying notes to consolidated financial statements.

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MB BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL ~~STATEMENTS~~STATEMENTSFOR ~~FOR~~ THE YEARS ENDED DECEMBER 31, ~~2017~~2018 AND ~~2016~~2017

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In 2002, Bohemian American Federal Savings and Loan Association, Inc., incorporated in 1899 in the State of Maryland, merged with Madison & Bradford Federal Savings & Loan Association, incorporated in 1904 in the State of Maryland, to form Madison Bohemian Savings Bank. On September 1, 2009 Madison Bohemian Savings Bank changed its name to Madison Bank of Maryland (the “Bank”). The Bank’s principal business is providing mortgage and consumer loans in Baltimore and Harford County. The Bank also provides construction and lot loans. Significant accounting policies followed by the Bank are presented below.

On August 26, 2014, the Bank’s Board of Directors approved a plan (the “Plan”) to convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank form of organization, which was subsequently approved by the Bank’s members. The Plan included the formation of MB Bancorp, Inc. (the “Company”) to own all of the outstanding capital stock of the Bank. On December 29, 2014, the Bank completed its mutual-to-stock conversion. On that date, the Bank became the wholly owned subsidiary of the Company and the Company sold 2,116,000 shares of its common stock for gross offering proceeds of $21,160,000.

The cost of conversion and issuing and selling the capital stock was deducted from the proceeds of the offering. At the time of conversion, the Bank established a liquidation account in an amount equal to its retained earnings as reflected in the latest balance sheet used in the final conversion prospectus. The liquidation account will be maintained for the benefit of eligible account holders who continue to maintain their deposit accounts in the Bank after conversion. The liquidation account will be reduced annually to the extent that eligible depositors have reduced their qualifying deposits. In the event of a complete liquidation of the Bank, eligible depositors who continue to maintain accounts in accordance with Office of the Comptroller of the Currency (“OCC”) regulations will be entitled to receive a distribution from the liquidation account before any liquidation may be made with respect to the Company’s common stock. The conversion will be accounted for as change in corporate form with the historic base of the Bank’s assets, liabilities and equity unchanged as a result. The Bank may not declare or pay a cash dividend if the effect thereof would cause its net worth to be reduced below either the amount required for the liquidation account discussed below or the regulatory capital requirements imposed by the OCC.

Principles of Consolidation

The consolidated financial statements include the accounts of MB Bancorp, Inc. (“The Company”) and its wholly owned subsidiaries, Madison Bank of Maryland (“The Bank”), 1920 Rock Spring Road, LLC formed in 1998 to own and hold real estate and Mutual, LLC formed in 2011 to hold other real estate owned. All significant intercompany accounts and transactions have been eliminated. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles and to general practices in the banking industry.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company has included cash and due from banks, interest-bearing deposits in other banks with original maturities of 90 days or less, and federal funds sold and other overnight investments as cash and cash equivalents for the purpose of reporting cash flows.

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Credit Risk

The Company has unsecured deposits with several other financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”).

Investments Securities

As securities are purchased, management determines if the securities should be classified as held to maturity or available for sale. Securities which management has the intent and ability to hold to maturity are recorded at amortized cost. Securities which may be sold before maturity are classified as available for sale and carried at fair value with unrealized gains and losses included in accumulated other comprehensive income, a separate component of equity, on an after-tax basis. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income. Premiums and discounts on investment securities are amortized/accreted to the earlier of call or maturity. Investments in Federal Home Bank stock are excluded from securities classified as available for sale and are carried at cost.

Declines in the fair value of individual available for sale or held to maturity securities below their cost that are other than temporary, result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether another-than-temporary impairment has occurred include, among others, a downgrading of the security by the rating agency or a significant deterioration in the financial condition of the issuer.

Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include (1) duration and magnitude of the decline in value, (2) the financial condition of the issuer or issuers and (3) the structure of the security.

An impairment loss is recognized in earnings only when (1) the Bank intends to sell the debt security; (2) it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the security. In situations where the Bank intends to sell or when it is more likely than not that the Company will be required to sell the security, the entire impairment loss must be recognized in earnings. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in stockholders’ equity as a component of other comprehensive income, net of deferred taxes.

Loans

Loans are stated at the principal amount outstanding net of any deferred fees and costs. Interest income on loans is accrued at the contractual rate on the principal amount outstanding. It is the Company’s policy to discontinue the accrual of interest when circumstances indicate that collection is doubtful. Direct loan origination fees, net of direct loan origination costs, are amortized or accreted over the contractual life of the loan using the interest method.

Loans are considered impaired when, based on current information; it is probable that the Company will not collect all principal and interest payments according to contractual terms. Generally, loans are considered impaired once principal and interest payments are past due and they are placed on non-accrual. Management also considers the financial condition of the borrower, cash flows of the loan and the value of the related collateral. Impaired loans do not include large groups of smaller balance homogeneous credits such as residential real estate and consumer installment loans, which are evaluated collectively for impairment. Loans specifically reviewed for impairment are not considered impaired during periods of “minimal delay” in payment (usually ninety days or less) provided eventual collection of all amounts due is expected. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Company may measure impairment based on a loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. The Company recognizes interest income on impaired loans on a cash basis if the borrower demonstrates the ability to meet the contractual obligation and collateral is sufficient. If there is doubt regarding the borrower’s ability to make payments or the collateral is not sufficient, payments received are accounted for as a reduction in principal.

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A loan is considered to be a troubled debt restructured loan (“TDR”) when the Company grants a concession to the borrower that the Company would not otherwise consider to a borrower of comparable risk and placed on non-accrual status. Such concessions include the reduction of interest rates, forgiveness of all or a portion of principal or interest, extension of loan term or other modifications at interest rates that are less than the current market rate for new obligations with similar risk. If a loan is in nonaccrual status at the time we restructure it and classify the restructure as a troubled debt restructuring, it is our policy to maintain the loan as nonaccrual until we receive six consecutive monthly payments under the restructured terms. ~~TDR loans that are in compliance with their modified terms and that yield a market rate may be removed from the TDR status after a period of one year~~.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to expense or reversal for loan losses which is credited to expense. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. The Company maintains an allowance for loan losses at an amount estimated to equal all loan losses incurred in our loan portfolio that are both probable and reasonable to estimate at a balance sheet date. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions and trends that may affect the borrowers’ ability to pay.

The allowance for loan losses represents an estimation done pursuant to either Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” or Topic 310 “Receivables.” The Company uses a loan grading system where loans are graded based on management’s evaluation of the risk associated with each loan. A factor, based on the loan grading is applied to the loan allowance to provide for losses. In addition, management judgmentally establishes an additional nonspecific reserve. The nonspecific portion of the allowance reflects management’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlates perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. The adequacy of the allowance is determined through careful and continuous evaluation of the loan portfolio, which involves the consideration of a number of factors to establish a prudent level. Determination of the allowance is inherently subjective and requires significant estimates, including estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current economic trends, which may be susceptible to significant change.

While management believes it has established the allowance for loan losses in accordance with generally accepted accounting principles and has taken into account the views of its regulators and the current economic environment, there can be no assurance that in the future the Bank’s regulators or the economic environment will not require further increases in the allowance.

Real Estate Ground Rents

Ground rents are a form of real estate ownership where the land is owned by one entity, but the improved property located on the land is owned by the homeowner. The Company’s ground rents are supported by deeds that have been registered with Maryland State Department of Assessments and Taxation. Under Maryland law, homeowners are required to pay the ground rent owner an annual fee that is stated in the original ground rent deed. The fee is typically 6% of the original value of the land as stipulated in the deed and is paid biannually. In addition, Maryland law stipulates that ground rent owners are required to sell or redeem the ground rent to the homeowner when requested. The redemption price on the ground rent is the lesser of the annual ground rent fee divided by a statutory redemption rate, which ranges from 6% to 12%, or the contractual sales price. Maryland also limits the collection of ground rent fees to amounts due for three years or less.

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respectively. An allowance for losses is established when the collectability of ground rent payments becomes uncertain, typically when the ground rent payment becomes three years delinquent. At December 31, ~~2017~~2018 and ~~2016~~2017, the Company had $~~141~~136,000 and $141,000 respectively, of ground rents that were three years or more delinquent and were reserved at 100%.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization computed using the straight-line method. Premises and equipment are depreciated over the useful lives of the assets. Useful lives range from five to ten years for furniture, fixtures, and equipment; three to five years for software, hardware, and data handling equipment. Maintenance and repairs are charged to expense as incurred, while improvements, which extend the useful life, are capitalized and depreciated over the estimated remaining life of the asset.

Long-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, the Company recognizes a loss for the difference between the carrying amount and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis.

Bank-Owned Life Insurance

The Bank purchased single-premium life insurance policies on certain former officers and directors of the Bank. The net cash surrender value of those policies is classified in other assets. Appreciation in the value of the insurance policies is classified in non-interest income.

Other Real Estate Owned

Real estate acquired in satisfaction of a debt is carried at fair value net of estimated selling costs. Costs incurred in maintaining foreclosed real estate and write-downs to reflect declines in the fair value of the properties after acquisition are included in noninterest expenses.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Earnings Per Share

Basic per share amounts are based on the weighted average shares of common stock outstanding. Unearned ESOP shares are not included in outstanding shares. Diluted earnings per share assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.

Advertising Costs

Advertising costs are generally expensed as incurred.

Income Taxes

The Bank uses the liability method of accounting for income taxes. Under the liability method, deferred-tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences reverse. Deferred income taxes are

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recognized when it is deemed more likely than not that the benefits of such deferred income taxes will be realized. The Bank recognizes interest and/or penalties related to income tax matters in income tax expense. Tax years subsequent to December 31, 2014 remain subject to examination by Federal and State of Maryland jurisdictions.

ASC Topic 740, “Income Taxes,” provides clarification on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Bank has not identified any income tax uncertainties.

Recognition of Deferred Tax Valuation Allowance

Our deferred tax assets are composed of U.S. net operating losses (“NOLs”), and other temporary book to tax differences. The Company recorded a deferred tax valuation allowance specific to capital loss carryforward in 2013 and further increased the valuation allowance to include net operating loss carryforward in 2014. During 2014, management established a valuation allowance for the net operating loss component of the Bank’s deferred tax assets as the Bank had remained in a cumulative loss position for three consecutive years and consequently management reevaluated the need for a valuation allowance of the deferred tax asset balance. During the year of 2016, the Company recorded additional deferred tax valuation allowance which reduced the Company’s deferred tax asset to zero beginning in December 2016 and continuing through the period ended September 30, 2018. Management’s evaluation included: management’s ability to fully implement our strategic plan and the ability to generate sufficient taxable income to fully realize the Bank’s net operating loss carryforwards. Management concluded that it is more likely than not the Bank will be unable to generate sufficient taxable income in the foreseeable future to fully utilize the cumulative net operating loss carryforward and, therefore, established a valuation allowance to offset the net operating loss carryforward related deferred tax asset. AsThe ofCompany ~~December~~maintained ~~31,~~this ~~2017,~~valuation ~~management~~allowance ~~concluded~~against ~~that~~the itnet isdeferred ~~more~~tax ~~likely~~assets ~~than~~at ~~not~~September ~~the~~30, ~~Bank~~2018 ~~will~~based beon ~~unable~~its toestimate ~~generate~~of ~~sufficient~~future ~~taxable~~reversal ~~income~~and inutilization. ~~the~~As ~~foreseeable~~a ~~future~~result, tothere ~~fully~~was ~~utilize~~no ~~the~~income ~~deferred~~ tax ~~assets~~benefit ~~and~~recorded ~~placed~~for athe ~~full~~year ~~valuation~~ended ~~allowance~~December on31, ~~all~~2017 ~~net~~or ~~deferred~~the ~~tax~~nine ~~assets~~month period ended September 30, 2018.

When determining the amount of deferred tax assets that are more-likely-than-not to be realized, and therefore recorded as a benefit, the Company conducts a regular assessment of all available information. This information includes, but is not limited to, taxable income in prior periods, projected future income and projected future reversals of deferred tax items. As of December 31, 2018, the Company was no longer in a three year cumulative loss position and projects sufficient taxable income in the foreseeable future to fully utilize the deferred tax assets, that it was no longer necessary to maintain a full valuation allowance against the entire net deferred tax asset. The Company further examined each component of the deferred tax asset and determined it was more likely than not the Company will be able to generate sufficient taxable income in the foreseeable future to fully utilize each of the components of the deferred tax asset except for net operating loss for the State of Maryland. Currently and also for the foreseeable future, the Company has significant tax exempt income from the State of Maryland that will not allow the Company to generate sufficient State taxable income. Therefore, as of December 31, 2018, the Company will continue to keep the valuation allowance attributable to state net operating losses ($362,000). As a result, a portion of the valuation allowance on the deferred tax asset was reversed which resulted in a credit to income tax expense of $1.3 million.

Stock-Based Compensation

The Company has stock-based incentive arrangements to attract and retain key personnel in order to promote the success of the business. In May 2016, the 2016 Equity Incentive Plan (the “2016 plan”) was approved by shareholders, which authorizes the issuance of restricted stock and stock options to the Board of Directors and key employees.

Compensation cost for all stock-based awards is measured at fair value on date of grant and recognized over the vesting period on a straight-line basis. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience.

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Supplemental Executive Retirement Plans (“SERP”)

The Bank has SERP’s with various former officers and directors of the Bank. The liabilities under the majority of the agreements are capped at the cash values of insurance policies that have been purchased to fund the policies. The liability for a director who has already attained retirement age has been calculated on the present value of payments under the plan. There is also life insurance to protect the Bank under this director’s plan.

Financial Statement Presentation

Certain amounts in the prior years’ financial statements have been reclassified to conform to the correct year’s presentation.

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INVESTMENT SECURITIES

The carrying amount and estimated fair market value of investment securities classified as available-for-sale are summarized as follows:

	December 31, ~~2017~~2018
(Dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
Investments available-for-sale:
U.S. Government securities		$	1,000		$	—		$	(5594)		$	~~945~~906
Municipal Securities			~~499~~481			—			(24)			~~497~~477
Mortgage-backed securities			1512,~~334~~974			—2			(~~171~~266)			1512,~~163~~710
Total investments available-for-sale		$	1614,~~833~~455		$	—2		$	(~~228~~364)		$	1614,~~605~~093

	December 31, ~~2016~~2017
(Dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
Investments available-for-sale:
U.S. Government securities		$	1,000		$	—		$	(6755)		$	~~933~~945
Mortgage-backed securities		$	2,837			10			(82)			2,765
Municipal Securities			499			—			(2)			497
Total investments available-for-sale		$	3,837		$	10		$	(149)		$	3,698
Mortgage-backed securities			15,334			—			(171)			15,163

Total investments available-for-sale		$	16,833		$	—		$	(228)		$	16,605

The carrying amount and estimated fair market value of investment securities classified as held-to-maturity are summarized as follows:

December 31, ~~2017~~2018

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Estimated Fair Value

Investments held-to-maturity:

U.S. Government securities

12,500

—

(~~424~~640)

1211,~~076~~860

Mortgage backed securities

4,~~910~~302

~~106~~53

(84124)

4,~~932~~231

Total investments held-to-maturity

1716,~~410~~802

~~106~~53

(~~508~~764)

1716,~~008~~091

	December 31, 2016
(Dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
Investments held-to-maturity:
U.S. Government securities		$	12,500		$	—		$	(612)		$	11,888
Mortgage backed securities			6,318			183			(118)			6,383
Total investments held-to-maturity		$	18,818		$	183		$	(730)		$	18,271

Below are schedules of both available-for-sale and held-to-maturity securities with unrealized losses as of December 31, 2017 and 2016 and the length of time the individual security has been in a continuous unrealized loss position. Unrealized losses are the result of interest rate levels differing from those existing at the time of purchase of the securities and as to mortgage-backed securities, estimated prepayment speeds. At December 31, 2017 and 2016, these unrealized losses are considered temporary as they reflect changes in fair values and are subject to change daily as interest rates fluctuate and the Bank has the ability and intent to hold the securities until the earlier of maturity or recovery.

The Bank realized gains of $57,000 on sale of investment securities for the year ended December 31, 2017. There were no sales of investment securities for the year ended December 31, 2016. Proceeds from sales of available for sale securities totaled $1.4 million for the year ended December 31, 2017 with realized

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gains of $23,000. During the year ended December 31, 2017, the Bank also sold held-to-maturity securities which has a substantial (greater than 85%) portion of the principal paid prior to the sale of the security thus not tainting the remaining held-to-maturity portfolio. Proceeds from sales of held-to-maturity securities totaled $701,000 for the year ended December 31, 2017 with realized gains of $34,000.

	December 31, 2017
(Dollars in thousands)	Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Estimated Fair Value
Investments held-to-maturity:
U.S. Government securities		$	12,500		$	—		$	(424)		$	12,076
Mortgage backed securities			4,910			106			(84)			4,932
Total investments held-to-maturity		$	17,410		$	106		$	(508)		$	17,008

Below are schedules of both available-for-sale and held-to-maturity securities with unrealized losses as of December 31, 2018 and 2017 and the length of time the individual security has been in a continuous unrealized loss position. Unrealized losses are the result of interest rate levels differing from those existing at the time of purchase of the securities and as to mortgage-backed securities, estimated prepayment speeds. At December 31, 2018 and 2017, these unrealized losses are considered temporary as they reflect changes in fair values and are subject to change daily as interest rates fluctuate and the Bank has the ability and intent to hold the securities until the earlier of maturity or recovery.

There were no sales of investment securities for the year ended December 31, 2018. The Bank realized gains of $57,000 on sale of investment securities for the year ended December 31, 2017. Proceeds from sales of available for sale securities totaled $1.4 million for the year ended December 31, 2017 with realized gains of $23,000. During the year ended December 31, 2017, the Bank also sold held-to-maturity securities which has a substantial (greater than 85%) portion of the principal paid prior to the sale of the security thus not tainting the remaining held-to-maturity portfolio. Proceeds from sales of held-to-maturity securities totaled $701,000 for the year ended December 31, 2017 with realized gains of $34,000.

	December 31, 2018
	Less than 12 Months						12 Months or More						Total
(Dollars in thousands)	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
Mortgage-backed securities		$	—		$	—		$	14,316		$	(390)		$	14,316		$	(390)
Municipal Securities			—			—			477			(4)			477			(4)
U.S. Government securities			—			—			12,766			(734)			12,766			(734)
Total temporarily impaired securities		$			$			$	27,559		$	(1,128)		$	27,559		$	(1,128)

	December 31, 2017
	Less than 12 Months						12 Months or More						Total
(Dollars in thousands)	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
Mortgage-backed securities		$	13,443		$	(117)		$	4,499		$	(138)		$	17,942		$	(255)
Municipal Securities			497			(2)									497			(2)
U.S. Government securities			987			(13)			12,034			(466)			13,021			(479)
Total temporarily impaired securities		$	14,927		$	(132)		$	16,533		$	(604)		$	31,460		$	(736)

	December 31, 2016
	Less than 12 Months						12 Months or More						Total
(Dollars in thousands)	Fair Value			Unrealized Losses			Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
Mortgage-backed securities		$	5,369		$	(200)		$	—		$	—		$	5,369		$	(200)
Government securities			12,821			(679)			—			—			12,821			(679)
Total temporarily impaired securities		$	18,190		$	(879)		$	—		$	—		$	18,190		$	(879)

The scheduled maturities of debt securities at December 31, 2018 were as follows:

The scheduled maturities of debt securities at December 31, 2017 were as follows:

	Amortized Cost			Fair Value
	(in thousands)			(in thousands)
Due over one year through five years		$	1,000		$	979
Due over five years through ten years			11,500			10,881
Due after ten years .			1,481			1,383
Mortgage-backed securities			17,276			16,941
Total		$	31,257		$	30,184

	Amortized Cost			Fair Value
	(in thousands)			(in thousands)
Due over one year through five years		$	1,000		$	987
Due over five years through ten years			4,000			3,875
Due after ten years			8,999			8,656
Mortgage-backed securities			20,244			20,095
Total		$	34,243		$	33,613

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LOANS RECEIVABLE

Loans receivable consist of the following:

(Dollars in thousands)

December 31, ~~2017~~2018

December 31, ~~2016~~2017

Secured by real estate:

Residential:

One-to four-family

7477,~~266~~209

7174,266

Multi-family

1,~~243~~189

21,~~038~~243

Total

7578,~~509~~398

7375,~~304~~509

Non-residential

1315,~~183~~709

713,~~021~~183

Construction and land loans

3,~~240~~003

53,~~104~~240

Home equity line of credit (“HELOC”)

32,~~471~~660

3,~~473~~471

Consumer and other loans:

Loans to depositors, secured by savings, &C&I

424

Loans to depositors, secured by savings, & C&I

2,346

424

95102,~~827~~116

8895,~~920~~827

Add:

Net discount on purchased loans

1(4)

101

Unamortized net deferred costs

4150

1641

Less:

Undisbursed portion of construction loans

(~~741~~1,046)

(~~1,650~~741)

Unearned net loan origination fees

(7564)

(4875)

Less allowance for loan losses

(1,~~288~~292)

(1,~~218~~288)

Loans receivable, net

9399,~~765~~760

8693,~~030~~765

The risks associated with lending activities differ among the various loan types and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions. All of these factors may adversely impact the borrower’s ability to repay its loans and impact the associated collateral.

Residential real estate includes mortgage loans with the underlying one- to four-family or multi-family residential property (primarily owner-occupied) securing the debt. The Bank’s attempt to minimize risk exposure is minimized in these types of loans through the evaluation of the credit worthiness of the borrower, including debt-to-income ratios and underwriting standards which limit the loans-to-value ratio at origination to generally no more than 80% unless the borrower obtains private mortgage insurance.

Residential real estate also includes home equity loans and lines of credit. These present a slightly higher risk to the Bank than one-to four-family first lien mortgages as they can be first or second liens on the underlying property. These loans are generally limited with respect to loan-to-value ratios and the credit worthiness of the borrower is considered including debt-to-income ratios.

Non-residential real estate includes various types of loans which have differing levels of credit risk associated with them. Owner-occupied commercial real estate loans are generally dependent upon the successful operation of the borrower’s business, with cash flows generated from the business being the primary source of loan repayment. If the business suffers a downturn in sales or profitability, the borrower’s ability to repay the loan could be in jeopardy. The Bank, attempts to minimize this credit risk through its underwriting standards which include the credit worthiness of the borrower, a limitation on loan amounts to the value of the property securing the loan, and an evaluation of debt service coverage ratios. Non-owner occupied commercial real estate loans present a different credit risk to the Bank than owner-occupied commercial real estate, as the repayment of the loan is dependent upon the borrower’s ability to generate a sufficient level of occupancy to produce rental income that exceeds debt service requirement and operating ~~expenses. Lower occupancy or lease rates may result in a reduction in cash flows, which hinder the ability of~~

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expenses. Lower occupancy or lease rates may result in a reduction in cash flows, which hinder the ability of the borrower to meet debt service requirements, and may result in lower collateral values. The Bank generally follows the same underwriting standards for these loans as with owner occupied commercial real estate, but recognizes the greater risk inherent in these credit relationships in its loan pricing.

Construction and land loans consist of one- to four-family residential construction and land development loans. The risk of loss on these loans is largely dependent on the Bank’s ability to assess the property’s value at the completion of the project. During the construction phase, a number of factors could potentially negatively impact the collateral value, including cost overruns, delays in completing the project, competition and real estate market conditions which may change based on the supply of similar properties in the area. In the event the collateral value at the completion of the project is not sufficient to cover the outstanding loan balance, the Bank must rely upon other repayment sources, including the borrowers and/or guarantors of the project or other collateral securing the loan. The Bank attempts to mitigate credit risk through strict underwriting standards including evaluation of the credit worthiness of the borrowers and their success in other projects, adequate loan-to-value ratios and continual monitoring of the project during its construction phase.

Consumer loans consist primarily of loans secured by the borrower’s deposit balance at the Bank. As these loans are typically 100% secured by savings and certificate of deposits, the risk of credit loss is not deemed significant.

The Bank maintains an allowance for loan losses at an amount estimated to equal all loan losses incurred in our loan portfolio that are both probable and reasonable to estimate at a balance sheet date. Our determination as to the classification of our assets is subject to review by the OCC and the FDIC. We regularly review our asset portfolio to determine whether any assets require classification in accordance with applicable regulatory guidelines.

The Bank provides for loan losses based upon the consistent application of our documented allowance for loan loss methodology. All loan losses are charged to the allowance for loan losses and all recoveries are credited to it. Additions to the allowance for loan losses are provided by charges to income and reductions in the allowance result in credits to income based on various factors which, in our judgment, deserve current recognition is estimating probable losses. We regularly review the loan portfolio and make provisions or reversals for loan losses in order to maintain the allowance for loan losses in accordance with Generally Accepted Accounting Principles (“GAAP”). The allowance for loan losses consists of two components:

•

Specific allowances are only established for non-collateral dependent troubled-debt restructured loans and are established at the modification date of the troubled loan. The specific valuation allowance is computed as the excess of the loan’s expected cash flow based on the remaining original loan terms and the expected cash flow of the corresponding modified loan discounted at the original loan rate. As long as the borrower performs under the terms of the modification agreement, on a monthly basis we recalculate the specific valuation using the discounted cash-flow method described above. If the borrower fails to perform under the modification agreement, we will treat the loan as a collateral dependent and measure the loss by using the fair value of the collateral less disposition costs.

Losses on non-modified loans are charged-off in the month the loss is measured. Non-modified loans are measured for loss at the point the loan becomes 90 to 120 days delinquent or at maturity if an extension is requested. We obtain a third party appraisal to determine the fair value of the collateral. We measure these loans for loss by using the fair value of collateral less disposition costs method and if any loss is determined it is charged off directly. Subsequently, these loans are re-evaluated at least quarterly by obtaining an updated third party appraisal or other valuations such as from the Freddie Mac Automated Valuation Model to determine if there should be any further loss recognition.

•

General allowances are established for loan losses on a portfolio basis for loans that do not meet the definition of impaired loans. The portfolio is grouped into similar risk characteristics, primarily loan type and regulatory classification. We apply an estimated loss rate to each loan group. The loss rates applied are based upon our loss experience adjusted, as appropriate, for the qualitative factors discussed below.

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Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s historical loan loss experience, known and inherent losses in the portfolio, adverse situations that may affect the borrower’s ability to repay, and the estimated value of any underlying collateral. The historical loss experience over a three year period is further adjusted for qualitative factors which include: changes in composition of the loan portfolio, current economic conditions, trends of past due and classified loans, quality of loan review system and Board oversight, existence and effect of concentrations and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

A loan is considered past due or delinquent when a contractual payment is not paid on the day it is due. Loans are generally placed on non-accrual status when they become 120 days delinquent. We may choose to consider loans from 90 to 119 days delinquent to be non-accrual, and generally do so except where a borrower has a history of periodically bringing a loan current after being 90 days or more delinquent. If the loan is less than 90 days delinquent, but information is brought to our attention that indicates the collection of interest is doubtful, the loan will immediately be considered non-accrual. A loan is considered impaired when, based on current information and events, it is probable that the Bank 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. Impairment is measured on a loan by loan basis. If the loan is deemed collateral dependent, the impairment is measured on the net realizable value of the collateral. If loan repayment is not deemed collateral dependent, impairment is measured on the net present value of the expected discounted future cash flows.

The Bank charges off loans after the loan, or a portion of the loan is deemed to be a loss and the loss amount has been determined. The loss amount is charged to the established allowance for loan losses. Each loss is evaluated on its specific facts regarding the appropriate timing to recognize the loss.

Allowance for loan losses and recorded investment in loans for the year ended December 31, 2018 is as follows:

(Dollars in thousands)	Residential Real Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			Total
Allowance for loan losses:
Beginning balance		$	1,043		$	158		$	87		$	1,288
Charge-offs			(43)			—			—			(43)
Recoveries			38			2			697			737
Provisions (Reversal)			(72)			110			(728)			(690)
Ending balance		$	1,002		$	270		$	20		$	1,292
Allowance for loan losses:
Ending balance: individually evaluated for impairment		$	—		$	—		$	—		$	—
Ending balance: collectively evaluated for impairment		$	1,002		$	270		$	20		$	1,292
Loans:
Ending balance: individually evaluated for impairment		$	1,898		$	1,236		$	287		$	3,421
Ending balance: collectively evaluated for impairment		$	81,506		$	14,473		$	2,716		$	98,695

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Allowance for loan losses and recorded investment in loans for the year ended December 31, 2017 is as follows:

(Dollars in thousands)	Residential Real Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			~~Unallocated~~Total			~~Total~~
Allowance for loan losses:
Beginning balance		$	973		$	158		$	87		$	—1,218		$	~~1,218~~
Charge-offs			(8583)			(81)			—			—(166)			~~(166)~~
Recoveries			105			—			131			—236			~~236~~
Provisions (Reversal)			50			81			(131)			—			—
Ending balance		$	1,043		$	158		$	87		$	—1,288		$	~~1,288~~
Allowance for loan losses: Ending balance: individually evaluated for impairment		$	30		$	—		$	—		$	—		$	30
Allowance for loan losses:
Ending balance: collectively evaluated for impairment		$	1,013		$	158		$	87		$	—		$	1,258
Ending balance: individually evaluated for impairment		$	30		$	—		$	—		$	30
Loans:
Ending balance: collectively evaluated for impairment		$	1,013		$	158		$	87		$	1,258
Ending balance: individually evaluated for impairment		$	2,179		$	1,154		$	1,094		$	—		$	4,427
Loans:
Ending balance: collectively evaluated for impairment		$	77,225		$	12,029		$	2,146		$	—		$	91,400
Ending balance: individually evaluated for impairment		$	2,179		$	1,154		$	1,094		$	4,427

Ending balance: collectively evaluated for impairment		$	77,225		$	12,029		$	2,146		$	91,400

~~Allowance~~Credit ~~for~~risk ~~loan~~profile ~~losses~~by ~~and~~internally ~~recorded~~assigned ~~investment~~classification inas ~~loans~~of ~~for the year ended~~ December 31, ~~2016~~2018 is as follows:

(Dollars in thousands)	~~Residential~~ResidentialReal ~~Real~~ Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			~~Unallocated~~Total			~~Total~~
Allowance for loan losses:
Non-classified		$	79,882		$	14,582		$	2,491		$	96,955
Beginning balance		$	960		$	194		$	157		$	250		$	1,561
Special mention			2,976			159			512			3,647
Charge-offs			(4)			—			(81)			—			(85)
Substandard			546			968			—			1,514
Recoveries			—			—			—			—			—
Doubtful			—			—			—			—
Provisions (Reversal)			17			(36)			11			(250)			(258)
Loss			—			—			—			—
Ending balance		$	973		$	158		$	87		$	—		$	1,218
Total		$	83,404		$	15,709		$	3,003		$	102,116
Allowance for loan losses: Ending balance: individually evaluated for impairment		$	38		$	—		$	—		$	—		$	38

Ending balance: collectively evaluated for impairment		$	935		$	158		$	87		$	—		$	1,180
Loans:
Ending balance: individually evaluated for impairment		$	3,772		$	1,451		$	2,346		$	—		$	7,569
Ending balance: collectively evaluated for impairment		$	73,023		$	5,570		$	2,758		$	—		$	81,351

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Credit risk profile by internally assigned classification as of December 31, 2017 is as follows:

(Dollars in thousands)	Residential Real Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			Total
Non-classified		$	74,.808		$	11,181		$	1,910		$	87,899
Special mention			2,060			—			236			2,296
Substandard			2,536			2,002			1,094			5,632
Doubtful			—			—			—			—
Loss			—			—			—			—
Total		$	79,404		$	13,183		$	3,240		$	95,827

Credit risk profile by internally assigned classification as of December 31, 2016 is as follows:

(Dollars in thousands)	Residential Real Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			Total
Non-classified		$	71,147		$	5,653		$	2,791		$	79,591
Special mention			3,005			159			87			3,251
Substandard			2,643			1,209			2,226			6,078
Doubtful			—			—			—			—
Loss			—			—			—			—
Total		$	76,795		$	7,021		$	5,104		$	88,920

•

Special Mention — A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not considered adversely classified in accordance with regulatory guidelines and do not expose an institution to sufficient risk to warrant adverse classification.

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

•

Doubtful — Loans classified 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 known facts, conditions and values, highly questionable and improbable.

•

Loss — Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

Impaired loans as of and for the year ended December 31, 2018 is as follows:

(Dollars in thousands)	Residential Real Estate, HELOC, and Consumer			Non-residential Real Estate			Construction and Land			Total
With no related allowance recorded:
Recorded investment		$	1,898		$	1,236		$	287		$	3,421
Unpaid principal balance			2,116			1,365			435			3,916
Average recorded investment, for the twelve months ended December 31, 2018			2,230			1,201			619			4,050
Interest income recognized.			133			44			35			212
Interest income foregone			33			—			—			33
With an allowance recorded:
Recorded investment			—			—			—			—
Unpaid principal balance			—			—			—			—
Related allowance			—			—			—			—
Average recorded investment, for the twelve months ended December 31, 2018.			—

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