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QUAINT OAK BANCORP INC

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

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Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited)1
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)2
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)4
Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)7
Notes to the Unaudited Consolidated Financial Statements9
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 3 - Quantitative and Qualitative Disclosures About Market Risk41
Item 4 - Controls and Procedures41
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings41
Item 1A - Risk Factors41
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds42
Item 3 - Defaults Upon Senior Securities42
Item 4 - Mine Safety Disclosures42
Item 5 - Other Information42
Item 6 - Exhibits43
SIGNATURES

Quaint Oak Bancorp, Inc.

Consolidated Balance Sheets (Unaudited)

At September 30,At December 31,
20242023
(In thousands, except share and per share data)
Assets
Due from banks, non-interest-bearing$366$767
Due from banks, interest-bearing60,97657,239
Cash and cash equivalents61,34258,006
Investment in interest-earning time deposits9121,912
Investment securities available for sale1,8412,341
Loans held for sale70,85536,448
Loans receivable, net of allowance for credit losses (2024 $6,897; 2023 $6,758)547,303617,701
Accrued interest receivable4,4013,502
Investment in Federal Home Loan Bank stock, at cost1,8541,474
Bank-owned life insurance4,4164,329
Premises and equipment, net2,9312,656
Goodwill515515
Other intangible, net of accumulated amortization89125
Prepaid expenses and other assets5,1465,134
Assets from discontinued operations-19,975
Total Assets$701,605$754,118
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Non-interest bearing$68,459$92,215
Interest-bearing514,960539,484
Total deposits583,419631,699
Federal Home Loan Bank short-term borrowings35,000-
Federal Home Loan Bank long-term borrowings3,85529,022
Subordinated debt22,00021,957
Accrued interest payable508541
Advances from borrowers for taxes and insurance2,8743,730
Accrued expenses and other liabilities2,5542,438
Liabilities from discontinued operations-13,166
Total Liabilities650,210702,553
Stockholders’ Equity
Preferred stock – $0.01 par value, 1,000,000 shares authorized; none issued or outstanding--
Common stock – $0.01 par value; 9,000,000 shares authorized; 3,108,993 and 2,895,675 issued as of September 30, 2024 and December 31, 2023, respectively; 2,633,374 and 2,407,048 outstanding at September 30, 2024 and December 31, 2023, respectively3129
Additional paid-in capital22,90420,299
Treasury stock, at cost: 475,619 and 488,627 shares at September 30, 2024 and December 31, 2023, respectively(3,502)(3,568)
Accumulated other comprehensive income (loss)1(10)
Retained earnings31,96131,741
Total Stockholders' Equity$51,395$48,491
Noncontrolling interest from discontinued operations-3,074
Total Stockholders’ Equity51,39551,565
Total Liabilities and Stockholders’ Equity$701,605$754,118

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

For the Three Months Ended · For the Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands, except for share data)
Interest and Dividend Income
Interest on loans, including fees$9,895$10,851$30,445$33,183
Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock5772603,046750
Total Interest and Dividend Income10,47211,11133,49133,933
Interest Expense
Interest on deposits5,6415,06817,79513,273
Interest on Federal Home Loan Bank short-term borrowings32783323,583
Interest on Federal Home Loan Bank long-term borrowings623724711,003
Interest on Federal Reserve Bank long-term borrowings-11-30
Interest on subordinated debt4894171,4611,021
Total Interest Expense6,2246,65119,75918,910
Net Interest Income4,2484,46013,73215,023
Provision for Credit Losses – Loans1432701,227279
(Recovery of) Provision for Credit Losses – Unfunded Commitments(20)(13)(9)181
Total Provision for Credit Losses1232571,218460
Net Interest Income after Provision for Credit Losses4,1254,20312,51414,563
Non-Interest Income
Mortgage banking, equipment lending and title abstract fees237158627421
Real estate sales commissions, net-162088
Insurance commissions198190526486
Other fees and services charges116154582296
Loan servicing income225148
Income from bank-owned life insurance30268775
Net gain on sale of loans5033811,9981,208
Gain on the sale of SBA loans12495251346
Total Non-Interest Income1,2101,0224,0963,068
Non-Interest Expense
Salaries and employee benefits3,4833,30110,81810,424
Directors' fees and expenses52108153315
Occupancy and equipment3304469961,138
Data processing321311894737
Professional fees26255323597
FDIC deposit insurance assessment158197494669
Advertising4242202208
Amortization of other intangible12123636
Other5004731,3681,367
Total Non-Interest Expense4,9245,14515,28415,491
See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

For the Three Months Ended · For the Nine Months Ended
September 30, · September 30,
2024 · 2023 · 2024 · 2023
(In thousands, except for share data)
Income from continuing operations before income taxes$411$80$1,326$2,140
Income taxes16835516648
Net income from continuing operations$243$45$810$1,492
(Loss) income from discontinued operations$-$(417)$564$(852)
Income tax (benefit)$-$(117)$158$(238)
Net (loss) income from discontinued operations$-$(300)$406$(614)
Net Income (Loss)$243$(255)$1,216$878
Earnings per share from continuing operations - basic$0.09$0.02$0.32$0.68
(Loss) earnings per share from discontinued operations - basic$-$(0.13)$0.15$(0.28)
Earnings (loss) per share, net – basic$0.09$(0.11)$0.47$0.40
Average shares outstanding – basic2,631,0482,244,1632,560,9932,221,441
Earnings per share from continuing operations- diluted$0.09$0.02$0.32$0.66
(Loss) earnings per share from discontinued operations - diluted$-$(0.13)$0.15$(0.27)
Earnings (loss) per share, net - diluted$0.09$(0.11)$0.47$0.39
Average shares outstanding - diluted2,631,0482,260,1762,560,9932,255,315

Quaint Oak Bancorp, Inc.

Consolidated Statements of Income (Unaudited)

For the Three Months Ended · For the Nine Months Ended
September 30, · September 30,
2024 · 2023 · 2024 · 2023
(In thousands)
Net Income from Continuing Operations$243$45$810$1,492
Other Comprehensive Income (Loss):
Unrealized gains on investment securities available-for-sale411412
Income tax effect(1)-(3)(3)
Other comprehensive income31119
Total Comprehensive Income$246$46$821$1,501
Comprehensive Income (Loss) from Discontinued Operations$-$(300)$406$(614)
Comprehensive Income (Loss) Attributable to Quaint Oak Bancorp, Inc.$246$(254)$1,227$887

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

For the Three Months Ended September 30, 2024

Common Stock · Accumulated
Number of · Additional · Other · Total
Shares · Paid-in · Treasury · Comprehensive · Retained · Stockholders’
OutstandingAmountCapitalStockIncome (Loss)EarningsEquity
(In thousands, except share and per share data)
BALANCE – JUNE 30, 20242,629,289$31$22,828$(3,527)$(2)$32,060$51,390
Treasury stock purchase(333)(4)(4)
Reissuance of treasury stock under 401(k) Plan4,418162945
Stock based compensation expense6060
Cash dividends declared ($0.13 per share)(342)(342)
Net income243243
Other comprehensive income, net33
BALANCE – SEPTEMBER 30, 20242,633,374$31$22,904$(3,502)$1$31,961$51,395

For the Three Months Ended September 30, 2023

Common Stock · Accumulated
Number of · Additional · Other · Total
Shares · Paid-in · Treasury · Comprehensive · Retained · Noncontrolling · Stockholders’
OutstandingAmountCapitalStockIncome (Loss)EarningsInterestEquity
(In thousands, except share and per share data)
BALANCE – JUNE 30, 20232,236,422$28$18,121$(3,814)$(16)$31,440$3,004$48,763
Treasury stock purchase(5,473)(127)(127)
Issued from authorized and unallocated1,3002020
Reissuance of treasury stock under 401(k) Plan9,6999062152
Reissuance of treasury stock under stock incentive plan31,103212201413
Stock based compensation expense6161
Cash dividends declared ($0.13 per share)(290)(290)
Net loss(255)(399)(654)
Other comprehensive income, net11
BALANCE – SEPTEMBER 30, 20232,273,051$28$18,504$(3,678)$(15)$30,895$2,605$48,339

Quaint Oak Bancorp, Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

For the Nine Months Ended September 30, 2024

Common Stock · Accumulated
Number of · Additional · Other · Total
Shares · Paid-in · Treasury · Comprehensive · Retained · Stockholders'
OutstandingAmountCapitalStockIncome (Loss)EarningsEquity
(In thousands, except share and per share data)
BALANCE – DECEMBER 31, 20232,407,048$29$20,299$(3,568)$(10)$31,741$48,491
Treasury stock purchase(4,575)(48)(48)
Issued from authorized and unallocated213,31822,4462,448
Reissuance of treasury stock under 401(k) Plan8,583355691
Reissuance of treasury stock under stock incentive plan9,000(58)58
Stock based compensation expense182182
Cash dividends declared ($0.39 per share)(996)(996)
Net income1,2161,216
Other comprehensive income, net1111
BALANCE – SEPTEMBER 30, 20242,633,374$31$22,904$(3,502)$1$31,961$51,395

For the Nine Months Ended September 30, 2023

Common Stock · Accumulated
Number of · Additional · Other · Total
Shares · Paid-in · Treasury · Comprehensive · Retained · Noncontrolling · Stockholders'
OutstandingAmountCapitalStockIncome (Loss)EarningsInterestEquity
(In thousands, except share and per share data)
BALANCE – DECEMBER 31, 20222,167,613$28$17,906$(3,992)$(24)$30,875$4,289$49,082
Treasury stock purchase(22,327)(433)(433)
Issued from authorized and unallocated1,3002020
Reissuance of treasury stock under stock incentive plan40,225155258413
Reissuance of treasury stock under 401(k) Plan12,94013583218
Reissuance of treasury stock for exercised stock options73,300123406529
Stock based compensation expense165165
Cash dividends declared ($0.39 per share)(858)(858)
Noncontrolling interest member distribution(866)(866)
Net income (loss)878(818)60
Other comprehensive income, net99
BALANCE – SEPTEMBER 30, 20232,273,051$28$18,504$(3,678)$(15)$30,895$2,605$48,339
See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months
Ended September 30,
20242023
(In Thousands)
Cash Flows from Operating Activities
Net income from continuing operations$810$1,492
Net income (loss) from discontinued operations406(614)
Net income1,216$878
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Provision for credit losses1,218460
Depreciation expense433384
Amortization, net44334
Accretion of deferred loan fees and costs, net(411)(587)
Stock-based compensation expense182165
Net gain on sale of loans(1,998)(1,208)
Loans held for sale-originations(99,590)(59,875)
Loans held for sale-proceeds95,12860,582
Transfer of loans from Oakmont Capital Holdings, LLC4,388-
Gain on the sale of SBA loans(251)(346)
Increase in the cash surrender value of bank-owned life insurance(87)(75)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable(899)154
Prepaid expenses and other assets21(610)
Accrued interest payable(34)171
Accrued expenses and other liabilities116(1,125)
Net Cash Used in Operating Activities of Continuing Operations(524)(698)
Net Cash Provided by Operating Activities of Discontinued Operations27,96236,454
Net Cash Provided by Operating Activities27,43835,756
Cash Flows from Investing Activities
Purchase of interest-earning time deposits-(1,780)
Redemption of interest-earning time deposits1,0003,451
Principal repayments of investment securities available for sale514501
Net increase (decrease) in loans receivable8,980(1,012)
Proceeds from the sale of Oakmont Capital Holdings, LLC4,300-
Purchase of Federal Home Loan Bank stock(2,627)(1,780)
Redemption of Federal Home Loan Bank stock2,2475,067
Purchase of premises and equipment(708)(576)
Net Cash Provided by Investing Activities13,7063,871
Net Cash Provided by Investing Activities of Discontinued Operations-1,727
Net Cash Provided by Investing Activities13,7065,598
Cash Flows from Financing Activities
Net (decrease) increase in demand deposits, money markets, and savings accounts(65,928)19,504
Net increase in certificate accounts17,64822,588
Decrease in advances from borrowers for taxes and insurance(856)(774)
Repayments of Federal Home Loan Bank short-term borrowings(30,000)(119,700)
Proceeds from Federal Home Loan Bank short-term borrowings65,00061,500
Repayments of Federal Home Loan Bank long-term borrowings(25,167)(25,000)
Repayments of Federal Reserve Bank short-term borrowings-(7,000)
Net proceeds from subordinated debt-13,743
Dividends paid(996)(859)
Proceeds from the reissuance of treasury stock under 401(k) plan91218
Proceeds from shares issued from authorized and unallocated2,448434
Acquisition of treasury stock(48)(433)
Proceeds from the exercise of stock options-529

See accompanying notes to the unaudited consolidated financial statements.

Quaint Oak Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months
Ended September 30,
2024 · 2023
(In Thousands)
Net Cash Used in Financing Activities from Continuing Operations$(37,808)$(35,250)
Net Increase in Cash and Cash Equivalents3,3366,104
Cash and Cash Equivalents – Beginning of Year58,0064,433
Cash and Cash Equivalents – End of Year$61,342$10,537
Supplementary Disclosure of Cash Flow and Non-Cash Information:
Cash payments for interest$19,792$17,855
Cash payments for income taxes$630$2,566
Initial recognition of operating lease right-of use assets$-$1,563
Initial recognition of operating lease obligations$-$1,563
Transfer of loans held for investment to loans held for sale$(60,862)$-
Net increase in loans receivable from transfer of loans held for investment to loans held for sale$60,862$-

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note1 – Financial Statement Presentation and Significant Accounting Policies

Basis of Financial Presentation. The consolidated financial statements include the accounts of Quaint Oak Bancorp, Inc., a Pennsylvania chartered corporation (the “Company” or “Quaint Oak Bancorp”) and its wholly owned subsidiary, Quaint Oak Bank, a Pennsylvania chartered stock savings bank (the “Bank”), along with its wholly owned subsidiaries. At* September 30, 2024,the Bank hassix wholly-owned subsidiaries, Quaint Oak Mortgage, LLC, Quaint Oak Real Estate, LLC, Quaint Oak Abstract, LLC, QOB Properties, LLC, Quaint Oak Insurance Agency, LLC, and Oakmont Commercial, LLC, each a Pennsylvania limited liability company. The mortgage company offers mortgage banking in the Lehigh Valley, Delaware Valley and Philadelphia County regions of Pennsylvania. The abstract company offers title abstract services, primarily in the Lehigh Valley region of Pennsylvania. These companies began operation in July 2009.As of September 30, 2024,the real estate company was inactive. In February, 2019,Quaint Oak Mortgage opened a mortgage banking office in Philadelphia, Pennsylvania. QOB Properties, LLC began operations in July 2012and holds Bank properties acquired through a foreclosure proceeding or acceptance of a deed in lieu of foreclosure. Quaint Oak Insurance Agency, LLC began operations in August 2016and provides a broad range of personal and commercial insurance coverage solutions. Oakmont Commercial, LLC was formed in October 2021and operates as a multi-state specialty commercial real estate financing company. As of January 4, 2021,the Bank held a majority equity position in Oakmont Capital Holdings, LLC (“OCH”), a multi-state equipment finance company based in West Chester, Pennsylvania with asecond* significant facility located in Albany, Minnesota. On* March 29, 2024,*Quaint Oak Bank sold its 51% interest in OCH. All significant intercompany balances and transactions have been eliminated.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation. Pursuant to the Bank’s election under Section10(l) of the Home Owners’ Loan Act, the Company is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System. The market area served by the Bank is principally Bucks, Montgomery and Philadelphia Counties in Pennsylvania and the Lehigh Valley area in Pennsylvania. The Bank hasthree regional offices located in the Delaware Valley, Lehigh Valley and Philadelphia markets. The principal deposit products offered by the Bank are money market accounts, certificates of deposit, non-interest bearing checking accounts for businesses and consumers, and savings accounts. The principal loan products offered by the Bank are fixed and adjustable rate residential and commercial mortgages, construction loans, commercial business loans, home equity loans, and lines of credit.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim information and with the instructions to Form10-Q, as applicable to a smaller reporting company. Accordingly, they donot include all the information and footnotes required by US GAAP for complete financial statements.

The foregoing consolidated financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof. The balances as of* December 31, 2023have been derived from the audited financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in Quaint Oak Bancorp’s2023* Annual Report on Form10-K. The results of operations for thenine months ended* September 30, 2024arenot* necessarily indicative of the results that* maybe expected for the year ending December 31, 2024.*

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note1 – Financial Statement Presentation and Significant Accounting Policies (Continued)

***Use of Estimates in the Preparation of Financial Statements.***The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 income and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates are the determination of the allowance for credit losses and the valuation of deferred tax assets.

**Critical Accounting Policies.The Company’s critical accounting policies involving significant judgments and assumptions used in the preparation of the consolidated financial statements as of September 30, 2024have remained unchanged from the disclosures presented in our Annual Report on Form10-K.

Accounting PronouncementsNot Yet Adopted**. In* November 2023,the Financial Accounting Standards Board (“FASB”) issued** Accounting Standards Update (“ASU”)2023-07, Segment Reporting (TOPIC280): Improvements to Reportable Segment Disclosures*, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024.*Early adoption is permitted. Public entities are required to adopt the changes retrospectively, recasting each prior-period disclosure for which a comparative income statement is presented in the period of adoption. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In* December 2023,the FASB issuedASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for public business entities for annual periods beginning after* December 15, 2024.*The Company is currently evaluating the impact of this new guidance on its financial statements.

In* March 2024,the FASB issued ASU2024*-01,* Compensation*–* Stock Compensation (Topic718), amended the guidance in ASC718* to add an example showing how to apply the scope guidance to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. For public business entities, the guidance is effective for fiscal years beginning after* December 15, 2024,and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2025,*and interim periods within those fiscal years. The Company is currently evaluating the impact of this new guidance on its financial statements.

**Reclassifications.Certain items in the prior period consolidated financial statements have been reclassified to conform to the presentation in the current period consolidated financial statements. Such reclassifications didnot have a material impact on the presentation of the overall financial statements. The reclassifications hadno effect on net income or stockholders’ equity.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note2 – Discontinued Operations

On* March 29, 2024,Quaint Oak Bank sold its 51% interest in OCH. The decision was based on a number of strategic priorities and other factors. As a result of this action, the Company classified the operations of OCH as discontinued operations under ASC205*-20. The Consolidated Balance Sheets, Consolidated Statements of Income and Consolidated Statements of Cash Flows present discontinued operations for the current period and retrospectively for prior periods.

No assets or liabilities for OCH were held at* September 30, 2024.The following is a summary of the assets and liabilities of the discontinued operations of OCH at December 31, 2023 (*in thousands):

At December 31,
(Unaudited)
Assets from Discontinued Operations
Cash and cash equivalents$4,121
Loans held for sale9,580
Premises and equipment, net277
Goodwill2,058
Prepaid expenses and other assets3,939
Total Assets from Discontinued Operations$19,975
Liabilities and Stockholders’ Equity from Discontinued Operations
Liabilities from Discontinued Operations
Other short-term borrowings$5,549
Accrued interest payable565
Accrued expenses and other liabilities7,052
Total Liabilities from Discontinued Operations13,166
Total Stockholders’ Equity from Discontinued Operations6,809
Total Liabilities and Stockholders’ Equity from Discontinued Operations$19,975

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note2 – Discontinued Operations (Continued)

The following presents operating results of the discontinued operations OCH for thethree andnine months ended* September 30, 2024and September 30, 2023 (*in thousands):

For the Three Months Ended · For the Nine Months Ended
September 30, · September 30,
2024 · 2023 · 2024 · 2023
(In thousands, except for share data)
Interest and Dividend Income
Interest on loans, including fees$-$145$70$423
Interest and dividends on time deposits, investment securities, interest-bearing deposits with others, and Federal Home Loan Bank stock----
Total Interest and Dividend Income-14570423
Interest Expense
Interest on other borrowings-4342951,376
Total Interest Expense-4342951,376
Net Interest Loss-(289)(225)(953)
Non-Interest Income
Mortgage banking, equipment lending and title abstract fees-2814041,390
Other fees and services charges-254197556
Net loan servicing income-8017263,008
Net gain on sale of loans-6713661,796
Gain on sale of OCH (1)--1,378-
Total Non-Interest Income-2,0073,0716,750
Non-Interest Expense
Salaries and employee benefits-1,9951,6815,741
Occupancy and equipment-212219608
Professional fees-223181
Advertising-36146306
Other-269987731
Total Non-Interest Expense-2,5343,0647,467
Total net loss from discontinued operations$-$(816)$(218)$(1,670)
Loss attributable to non-controlling interest-(399)(782)(818)
Net (loss) gain from discontinued operations$-$(417)$564$(852)

(1) Gain on sale of OCH has been reclassified from prior periods from continuing operations to discontinued operations.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note3 – Earnings Per Share

Earnings per share (“EPS”) consists oftwo separate components, basic EPS and diluted EPS. Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested restricted stock (RRP) shares. Common stock equivalents which are considered antidilutive arenot included for the purposes of this calculation. For thethree andnine months ended* September 30, 2024,all unvested restricted stock program awards and outstanding stock options representing shares were anti-dilutive. For thethree* months ended* September 30, 2023,all unvested restricted stock program awards and outstanding stock options representing shares were anti-dilutive. For thenine* months ended* September 30, 2023,*all unvested restricted stock program awards and outstanding stock options representing shares were dilutive.

The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computations.

For the Three Months Ended September 30, · For the Nine Months Ended September 30,
2024 · 2023 · 2024 · 2023
Net Income (Loss) Attributable to Quaint Oak Bancorp, Inc.$243,000$(255,000)$1,216,000$878,000
Weighted average shares outstanding – basic2,631,0482,244,1632,560,9932,221,441
Effect of dilutive common stock equivalents-16,013-33,874
Adjusted weighted average shares outstanding – diluted2,631,0482,260,1762,560,9932,255,315
Basic earnings per share from continuing operations(1)$0.09$0.02$0.32$0.68
Basic (loss) earnings per share from discontinued operations(1)$-$(0.13)$0.15$(0.28)
Basic (loss) earnings per share, net$0.09$(0.11)$0.47$0.40
Diluted earnings per share from continuing operations(1)$0.09$0.02$0.32$0.66
Diluted earnings (loss) per share from discontinued operations(1)$-$(0.13)$0.15$(0.27)
Diluted earnings per share, net$0.09$(0.11)$0.47$0.39

(1) Earnings per share from continuing operations and discontinued operations for thenine months ended* September 30, 2024*reflect the reclassification of the gain on sale of OCH.

Note4 – Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component, net of tax, for thethree andnine months ended* September 30, 2024and2023* (in thousands):

Unrealized Gains (Losses) on Investment Securities Available for Sale (1)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2024202320242023
Balance at the beginning of the period$(2)$(16)$(10)$(24)
Other comprehensive income31119
Balance at the end of the period$1$(15)$1$(15)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

There wereno reclassifications from accumulated other comprehensive loss by component for thethree ornine months ended* September 30, 2024and2023.*

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note5 – Investment Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale at* September 30, 2024and December 31, 2023*are summarized below (in thousands):

Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities$1,787$-$(2)$1,785
Federal National Mortgage Association securities542-56
Total available-for-sale-securities$1,841$2$(2)$1,841
Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Fair Value
Available for Sale:
Mortgage-backed securities:
Government National Mortgage Association securities$2,281$-$(13)$2,268
Federal National Mortgage Association securities73--73
Total available-for-sale-securities$2,354$-$(13)$2,341

The amortized cost and fair value of mortgage-backed securities at* September 30, 2024,by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may*have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

Available for Sale
Amortized CostFair Value
Due after ten years$1,841$1,841
Total$1,841$1,841

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at* September 30, 2024and December 31, 2023 (*in thousands):

Less than Twelve Months · Twelve Months or Greater · Total
Number of Securities · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses
Government National Mortgage Association securities6$56$-$804$(2)$860$(2)

14

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note5 – Investment Securities Available for Sale (Continued)

Less than Twelve Months · Twelve Months or Greater · Total
Number of Securities · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses · Fair Value · Gross Unrealized Losses
Government National Mortgage Association securities11$-$-$2,268$(13)$2,268$(13)

The Company’s mortgage-backed securities have contractual terms that generally donot permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates andnot credit quality, and the Company doesnot have the intent to sell and doesnot believe it will more likely thannot be required to sell any of these securities prior to a recovery of their fair value to amortized cost. Therefore, the Company doesnot have an allowance for credit losses for these investments as of* September 30, 2024and2023.*

There wereno credit losses recognized during thethree ornine months ended* September 30, 2024and2023.* There wereno sales during thethree ornine months ended* September 30, 2024and2023.*

15

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note6 - Loans Receivable, Net and Allowance for Credit Losses

The composition of net loans receivable is as follows (in thousands):

September 30, 2024December 31, 2023
Real estate loans:
One-to-four family residential:
Owner occupied$24,361$22,885
Non-owner occupied34,25440,455
Total one-to-four family residential58,61563,340
Multi-family (five or more) residential47,46346,680
Commercial real estate300,182331,174
Construction23,87835,585
Home equity5,5076,162
Total real estate loans435,645482,941
Commercial business118,783142,220
Other consumer4969
Total Loans554,477625,230
Deferred loan fees and costs(277)(771)
Allowance for credit losses(6,897)(6,758)
Net Loans$547,303$617,701

The following table summarizes designated internal risk categories by portfolio segment and loan class, by origination year, as of* September 30, 2024 (*in thousands):

Term Loans Amortized Cost by Origination Year
As of September 30, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Amortized Cost Basis · Total
One-to-four family residential owner occupied
Risk rating
Pass$5,782$5,525$5,222$3,749$1,648$2,435$-$24,361
Special mention--------
Substandard--------
Doubtful--------
Total one-to-four family residential owner occupied$5,782$5,525$5,222$3,749$1,648$2,435$-$24,361
Current period gross charge-offs$-$-$-$-$-$-$-$-
One-to-four family residential non- owner occupied
Risk rating
Pass$1,328$1,926$6,093$11,623$1,983$11,301$-$34,254
Special mention--------
Substandard--------
Doubtful--------
Total one-to-four family residential non-owner occupied$1,328$1,926$6,093$11,623$1,983$11,301-$34,254
Current period gross charge-offs$-$-$-$-$-$-$-$-

16

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Term Loans Amortized Cost by Origination Year
As of September 30, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Amortized Cost Basis · Total
Multi-family residential
Risk rating
Pass$5,313$928$14,280$13,245$4,096$9,601$-$47,463
Special mention--------
Substandard--------
Doubtful--------
Total multi-family residential$5,313$928$14,280$13,245$4,096$9,601$-$47,463
Current period gross charge-offs$-$-$-$-$-$-$-$-
Commercial real estate
Risk rating
Pass$14,004$46,727$100,710$58,853$25,952$49,049$4,321$299,616
Special mention--333----333
Substandard--233----233
Doubtful--------
Total commercial real estate$14,004$46,727$101,276$58,853$25,952$49,049$4,321$300,182
Current period gross charge-offs$-$-$-$-$-$-$-$-
Construction
Risk rating
Pass$2,862$9,527$5,916$5,573$-$-$-$23,878
Special mention--------
Substandard--------
Doubtful--------
Total construction$2,862$9,527$5,916$5,573$-$-$-$23,878
Current period gross charge-offs$-$-$-$-$-$187$-$187
Home equity
Risk rating
Pass$-$377$-$116$-$177$4,837$5,507
Special mention--------
Substandard--------
Doubtful--------
Total home equity$-$377$-$116$-$177$4,837$5,507
Current period gross charge-offs$-$-$-$-$-$-$-$-
Commercial business
Risk rating
Pass$16,882$4,456$53,023$19,963$3,486$1,940$14,485$114,235
Special mention---379591-1391,109
Substandard--1,2872,07433-453,439
Doubtful--------
Total commercial business$16,882$4,456$54,310$22,416$4,110$1,940$14,669$118,783
Current period gross charge-offs$234$-$618$55$-$-$-$907
Other consumer
Risk rating
Pass$49$-$-$-$-$-$-$49
Special mention--------
Substandard--------
Doubtful--------
Total other consumer$49$-$-$-$-$-$-$49
Current period gross charge-offs$-$-$-$-$-$-$-$-
Total
Risk rating
Pass$46,220$69,466$185,244$113,122$37,165$74,503$23,643$549,363
Special mention--333379591-1391,442
Substandard--1,5202,07433-453,672
Doubtful--------
Total$46,220$69,466$187,097$115,575$37,789$74,503$23,827$554,477
Current period gross charge-offs$234$-$618$55$-$187$-$1,094

17

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The following table summarizes designated internal risk categories by portfolio segment and loan class, by origination year, as of* December 31, 2023 (*in thousands):

Term Loans Amortized Cost by Origination Year
As of December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving Loans Amortized Cost Basis · Total
One-to-four family residential owner occupied
Risk rating
Pass$6,044$8,574$3,840$1,850$571$2,006$-$22,885
Special mention--------
Substandard--------
Doubtful--------
Total one-to-four family residential owner occupied$6,044$8,574$3,840$1,850$571$2,006$-$22,885
Current period gross charge-offs$-$-$-$-$-$-$-$-
One-to-four family residential non-owner occupied
Risk rating
Pass$2,195$7,153$12,362$3,268$1,026$14,451$-$40,455
Special mention--------
Substandard--------
Doubtful--------
Total one-to-four family residential non-owner occupied$2,195$7,153$12,362$3,268$1,026$14,451-$40,455
Current period gross charge-offs$-$-$-$-$-$-$-$-
Multi-family residential
Risk rating
Pass$1,566$15,542$13,853$4,483$2,386$8,850$-$46,680
Special mention--------
Substandard--------
Doubtful--------
Total multi-family residential$1,566$15,542$13,853$4,483$2,386$8,850$-$46,680
Current period gross charge-offs$-$-$-$-$-$2$-$2
Commercial real estate
Risk rating
Pass$61,338$121,006$64,684$26,631$16,571$38,897$1,996$331,123
Special mention--------
Substandard----51--51
Doubtful--------
Total commercial real estate$61,338$121,006$64,684$26,631$16,622$38,897$1,996$331,174
Current period gross charge-offs$-$-$-$134$-$-$-$134
Construction
Risk rating
Pass$14,777$11,244$7,417$-$-$-$-$33,438
Special mention--------
Substandard-----2,147-2,147
Doubtful--------
Total construction$14,777$11,244$7,417$-$-$2,147$-$35,585
Current period gross charge-offs$-$-$-$-$-$-$-$-

18

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Term Loans Amortized Cost by Origination Year
As of December 31, 2023 · 2023 · 2022 · 2021 · 2020 · 2019 · Prior · Revolving Loans Amortized Cost Basis · Total
Home equity
Risk rating
Pass$1,062$35$122$-$-$205$4,738$6,162
Special mention--------
Substandard--------
Doubtful--------
Total home equity$1,062$35$122$-$-$205$4,738$6,162
Current period gross charge-offs$-$-$-$-$-$-$-$-
Commercial business
Risk rating
Pass$20,793$69,913$27,022$4,324$1,955$1,109$13,593$138,709
Special mention--------
Substandard--1,946-1,242323-3,511
Doubtful--------
Total commercial business$20,793$69,913$28,967$4,324$3,197$1,433$13,593$142,220
Current period gross charge-offs$-$29$613$97$-$-$-$739
Other consumer
Risk rating
Pass$69$-$-$-$-$-$-$69
Special mention--------
Substandard--------
Doubtful--------
Total other consumer$69$-$-$-$-$-$-$69
Current period gross charge-offs$-$-$-$-$-$-$-$-
Total
Risk rating
Pass$93,492$233,467$129,300$40,556$22,509$65,518$20,327$619,521
Special mention--------
Substandard--1,946-1,2932,470-5,709
Doubtful--------
Total$93,492$233,467$131,246$40,556$23,802$67,988$20,327$625,230
Current period gross charge-offs$-$29$613$231$-$2$-$875

The following table presents non-performing loans by classes of the loan portfolio as of* September 30, 2024and December 31, 2023 (*in thousands):

Non-accrual loans · 90 Days or More Past Due and Accruing · Total Non-Performing
With a Related Allowance · Without a Related Allowance · Total
Commercial real estate$-$-$-$449$449
Commercial business1,9912,9954,986-4,986
Total$1,991$2,995$4,986$449$5,435

As part of the discontinued operations of OCH, the Bank retained approximately 60 loans totaling $4.4 million loans, which were classified as non-accrual. As of* September 30, 2024,*the value of these total $3.5 million, made up of approximately 38 loans. The Bank continues to monitor these loans for collectability.

19

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Non-accrual loans
With a Related Allowance · Without a Related Allowance · Total · 90 Days or More Past Due and Accruing · Total Non-Performing
One-to-four family residential owner occupied$-$-$-$401$401
Commercial real estate-5151-51
Total$-$51$51$401$452

For thethree andnine months ended* September 30, 2024and September 30, 2023there wasno interest income recognized on non-accrual loans on a cash basis. There was $124,000 and $279,000 of interest income foregone on non-accrual loans for thethree* andnine months ended* September 30, 2024,respectively and $4,000 and $8,000 for thethree* andnine months ended* September 30, 2023,*respectively.

For thenine months ended* September 30, 2024,there wereno* loans whose terms were modified for borrowers who* may*be experiencing financial difficulties.

Following is a summary, by loan portfolio class, of changes in the allowance for credit losses for thethree andnine months ended* September 30, 2024 (*in thousands):

1-4 Family Residential Owner Occupied1-4 Family Residential Non-Owner OccupiedMulti-Family ResidentialCommercial Real EstateConstructionHome EquityCommercial Business and Other ConsumerTotal
For the Three Months Ended September 30, 2024 Allowance for credit losses:
Beginning balance$179$206$801$2,769$459$63$2,916$7,393
Charge-offs----(187)-(455)(642)
Recoveries------33
Provision(2)(21)53(559)(76)(13)761143
Ending balance$177$185$854$2,210$196$50$3,225$6,897
For the Nine Months Ended September 30, 2024 Allowance for credit losses:
Beginning balance$153$219$420$2,784$583$61$2,538$6,758
Charge-offs----(187)-(907)(1,094)
Recoveries------66
Provision24(34)434(574)(200)(11)1,5881,227
Ending balance$177$185$854$2,210$196$50$3,225$6,897

The Bank allocated decreased allowance for credit loss provisions to the commercial real estate loan portfolio classes for thethree months ended* September 30, 2024,due primarily to changes in qualitative factors associated with the current economic environment in this portfolio class. The Bank allocated decreased allowance for credit loss provisions to the commercial real estate loan portfolio classes for thenine* months ended* September 30, 2024,due primarily to changes in quantitative factors and qualitative factors associated with the current economic environment in this portfolio class. The Bank allocated decreased allowance for credit loss provisions to the construction loan portfolio class for thenine* months ended* September 30, 2024,due primarily to decrease in loan balances and changes in qualitative factors associated with the current economic environment in this portfolio class. The Bank allocated increased allowance for credit loss provisions to the commercial business loan portfolio classes for thenine* months ended* September 30, 2024,*due primarily to changes in qualitative factors in this portfolio class.

20

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The following table presents the balance of collateral-dependent loans individually evaluated with the ACL by collateral type at* September 30, 2024 (*in thousands):

1-4 Family Residential Owner Occupied · 1-4 Family Residential Non-Owner Occupied · Multi-Family Residential · Commercial Real Estate · Construction · Home Equity · Commercial Business and Other Consumer · Total
Individually evaluated for impairment$-$-$-$233(1)$-$-$1,758(2)$1,991
(1)Collateralized by real estate
(2)Collateralized by business assets and equipment

There wereno collateral-dependent loans individually evaluated with the ACL by collateral type at* December 31, 2023.*

Following is a summary, by loan portfolio class, of changes in the allowance for credit losses for thethree andnine months ended* September 30, 2023 (*in thousands):

1-4 Family Residential Owner Occupied · 1-4 Family Residential Non-Owner Occupied · Multi-Family Residential · Commercial Real Estate · Construction · Home Equity · Commercial Business and Other Consumer · Unallocated · Total
For the Three Months Ended September 30, 2023 Allowance for credit losses:
Beginning balance$137$243$415$3,175$848$49$2,589$-$7,456
Impact of ASU 326---------
Charge-offs------(605)-(605)
Recoveries---------
Provision(1)516(11)(35)(166)7454-270
Ending balance$142$259$404$3,140$682$56$2,438$-$7,121
For the Nine Months Ended September 30, 2023 Allowance for credit losses:
Beginning balance$123$295$451$3,750$304$33$2,422$300$7,678
Impact of ASU 326---------
Charge-offs---(134)--(702)-(836)
Recoveries---------
Provision(1)19(36)(47)(476)37823718(300)279
Ending balance$142$259$404$3,140$682$56$2,438$-$7,121

21

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The Company allocated decreased allowance for credit loss provisions to the construction loan portfolio class for thethree months ended* September 30, 2023,due primarily to changes in qualitative factors associated with the current economic environment in this portfolio class. The Company allocated decreased allowance for credit loss provisions to the commercial real estate loan portfolio class for thethree* andnine months ended* September 30, 2023,due primarily to changes in qualitative factors related to improved asset quality in this portfolio class. The Company allocated increased allowance for credit loss provisions to the commercial business loan portfolio class for thethree* months ended* September 30, 2023,due primarily to changes in quantitative factors in this portfolio class. The Company allocated increased allowance for credit loss provisions to the construction loan portfolio class for thenine* months ended* September 30, 2023,*due primarily to changes in qualitative factors and an increase in loan balances in this portfolio class.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past due status as of* September 30, 2024and December 31, 2023 (*in thousands):

30-89 Days Past Due · 90 Days or More Past Due · Current · Total Loans Receivable
One-to-four family residential owner occupied$1,486$-$22,875$24,361
One-to-four family residential non-owner occupied635-33,61934,254
Multi-family residential--47,46347,463
Commercial real estate7,806682291,694300,182
Construction794-23,08423,878
Home equity491-5,0165,507
Commercial business1004,753113,930118,783
Other consumer--4949
Total$11,312$5,435$537,730$554,477
30-89 Days Past Due · 90 Days or More Past Due · Current · Total Loans Receivable
One-to-four family residential owner occupied$136$401$22,348$22,885
One-to-four family residential non-owner occupied256-40,19940,455
Multi-family residential175-46,50546,680
Commercial real estate3,944-327,230331,174
Construction--35,58535,585
Home equity403-5,7596,162
Commercial business--142,220142,220
Other consumer--6969
Total$4,914$401$619,915$625,230

For the delinquent loans in our portfolio, we have considered our ability to collect the past due interest, as well as the principal balance of the loan, in order to determine whether specific loans should be placed on non-accrual status. In cases where our evaluations have determined that the principal and interest balances are collectible, we have continued to accrue interest.

22

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note7 – Goodwill and Other Intangible, Net

On* January 4, 2021,the Bank acquired a majority ownership interest in Oakmont Capital Holdings, LLC, a multi-state equipment finance company based in West Chester, Pennsylvania with asecond* significant facility located in Albany, Minnesota. The Bank recognized $2.1 million of goodwill as part of the acquisition of Oakmont Capital Holdings, LLC. The Bank sold its 51% interest in OCH on* March 29, 2024.See Note2* – Discontinued Operations.

On* August 1, 2016,Quaint Oak Insurance Agency, LLC began operations by acquiring the renewal rights to a book of business produced and serviced by an independent insurance agency located in New Britain, Pennsylvania, that provides a broad range of personal and commercial insurance coverage solutions. The Company paid $1.0 million for these rights. Based on a valuation, $515,000 of the purchase price was determined to be goodwill and $485,000 was determined to be related to the renewal rights to the book of business and deemed to be an other intangible asset. This other intangible asset is being amortized over aten year period based upon the annual retention rate of the book of business. The balance of other intangible asset at September 30, 2024and2023* was $89,000, and $125,000, respectively, which is net of accumulated amortization of $396,000 and $348,000, respectively. Amortization expense for both thethree andnine months ended* September 30, 2024and2023* amounted to approximately $12,000 and $36,000, respectively.

Note8 – Deposits

Deposits consist of the following classifications (in thousands):

September 30, 2024December 31, 2023
Non-interest bearing checking accounts$68,459$92,216
Interest bearing checking accounts(1)67,794104,274
Savings accounts605841
Money market accounts(2)213,069218,525
Certificates of deposit233,492215,843
Total deposits$583,419$631,699
(1)The Company has identified one major interest bearing checking account deposit customer that accounted for approximately 11.6% and 16.5% of total deposits at September 30, 2024 and December 31, 2023, respectively. At September 30, 2024 and December 31, 2023, the combined outstanding balances of the major deposit customer’s interest bearing checking account totaled approximately $67.8 million and $104.3 million, respectively.
(2)The Company has identified one major money market deposit customer, a separate customer than the interest bearing checking account deposit customer referred to above in footnote (1), that accounted for approximately 25.7% and 23.7% of total deposits at September 30, 2024 and December 31, 2023, respectively. At both September 30, 2024 and December 31, 2023, the combined outstanding balances of the major deposit customer’s money market accounts totaled approximately $150.0 million.

23

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note9 – Borrowings

Federal Home Loan Bank (“FHLB”) advances consist of the following at* September 30, 2024and December 31, 2023 (*in thousands):

September 30, 2024 · December 31, 2023
Amount · Weighted Interest Rate · Amount · Weighted Interest Rate
Short-term borrowings$35,0005.18%$--%
Fixed rate borrowings maturing:
2024$1,0002.54%$21,1674.25%
20252,8551.257,8553.40
Total FHLB long-term debt$3,8551.59%$29,0224.02%

The balance of subordinated debt, net of unamortized debt issuance costs, was $22.0 million at both* September 30, 2024and December 31, 2023.*

Note10 – Stock Compensation Plans

Employee Stock Ownership Plan** **

The Company maintains an Employee Stock Ownership Plan (ESOP) for the benefit of employees who meet the eligibility requirements of the plan. The Bank* may*make cash contributions to the ESOP on a quarterly basis which are allocated to participant accounts on an annual basis.

During thethree andnine months ended* September 30, 2024and September 30, 2023,*the Company didnot make a discretionary contribution of shares to the ESOP andno expense was recognized.

Stock Incentive Plan–** Share Awards**** **

In* May 2018,the shareholders of Quaint Oak Bancorp approved the adoption of the2018* Stock Incentive Plan (the*“2018* Stock Incentive Plan”). The2018 Stock Incentive Plan approved by shareholders in* May 2018covered a total of 155,000 shares, of which 38,750, or 25%, may*be restricted stock awards, for a balance of 116,250 stock options assuming all the restricted shares are awarded.

In* May 2023,the shareholders of Quaint Oak Bancorp approved the adoption of the2023* Stock Incentive Plan (the*“2023* Stock Incentive Plan”). The2023 Stock Incentive Plan approved by shareholders in* May 2023covered a total of 175,000 shares, of which 43,750, or 25%, may*be restricted stock awards, for a balance of 131,250 stock options assuming all the restricted shares are awarded.

As of* September 30, 2024a total of 45,000 share awards were unvested under the2018* and2023 Stock Incentive Plan and up to 10,500 share awards were available for future grant under the2023 Stock Incentive Plan andnone under the2018 Stock Incentive Plan. The2018 and2023 Stock Incentive Plan share awards have vesting periods offive years.

24

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note10 – Stock Compensation Plans (Continued)

Stock Incentive Plans–** Share Awards**** **

A summary of share award activity under the Company’s2018 and2023 Stock Incentive Plans as of* September 30, 2024and changes during thenine* months ended* September 30, 2024*is as follows:

Number of SharesWeighted Average Grant Date Fair Value
Unvested at the beginning of the period45,000$18.00
Granted--
Vested(9,000)18.00
Forfeited--
Unvested at the end of the period36,000$18.00

Compensation expense on the restricted stock awards is recognized ratably over thefive year vesting period in an amount which is equal to the fair value of the common stock at the date of grant. During both thethree months ended* September 30, 2024and2023,* the Company recognized approximately $41,000 of compensation expense. During both thethree months ended* September 30, 2024and2023,* the Company recognized a tax benefit of approximately $9,000. During thenine months ended* September 30, 2024and2023,* the Company recognized approximately $122,000 and $115,000 of compensation expense, respectively. During thenine months ended* September 30, 2024and2023,* the Company recognized a tax benefit of approximately $26,000 and $24,000, respectively. As of* September 30, 2024,*approximately $587,000 in additional compensation expense will be recognized over the remaining service period of approximately 3.6 years.

Stock Incentive Plans–** Stock Options**** **

As described above under “Stock Incentive Plans – Share Awards”, the2013 Stock Incentive Plan approved by shareholders in* May 2013terminated March 13, 2023,however, the outstanding options granted in2018* remain exercisable until* May 2028,to the extent still outstanding. The2018* Stock Incentive Plan approved by shareholders in* May 2018covered a total of 155,000 shares, of which 116,250 * maybe stock options assuming all the restricted shares are awarded. The2023 Stock Incentive Plan approved by shareholders in* May 2023covered a total of 175,000 shares, of which 131,250 * maybe stock options assuming all the restricted shares are awarded.

All incentive stock options issued under the2013, 2018 and2023 Stock Incentive Plans are intended to comply with the requirements of Section422 of the Internal Revenue Code. Options will become vested and exercisable over afive year period and are generally exercisable for a period often years after the grant date.

As of* September 30, 2024,a total of 224,033 grants of stock options were outstanding under the2013,* 2018 and2023 Stock Incentive Plans and 36,000 stock options were available for future grant under the2023 Stock Incentive Plan. Options will become vested and exercisable over afive year period and are generally exercisable for a period often years after the grant date.

25

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

Note10 – Stock Compensation Plans (Continued)

Stock Option and Stock Incentive Plans–** Stock Options (Continued)**

During both thethree months ended* September 30, 2024and2023,* the Company recognized approximately $20,000 of compensation expense on stock options. During both thethree months ended* September 30, 2024and2023,* the Company recognized a tax benefit of approximately $1,000. During thenine months ended* September 30, 2024and2023,* the Company recognized approximately $60,000 and $50,000 of compensation expense, respectively. During thenine months ended* September 30, 2024and2023,* the Company recognized a tax benefit of approximately $4,000 and $3,000, respectively. As of* September 30, 2024,*approximately $292,000 in additional compensation expense will be recognized over the remaining service period of approximately 3.6 years.

A summary of option activity under the Company’s2013, 2018 and2023 Stock Incentive Plans as of* September 30, 2024and changes during thenine* months ended* September 30, 2024*is as follows:

Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (in years)
Outstanding at the beginning of the period224,033$15.988.6
Granted---
Exercised---
Forfeited---
Outstanding at end of period224,033$15.986.5
Exercisable at end of period118,033$14.364.8

Note11 – Fair Value Measurements and Fair Values of Financial Instruments

Fair value estimates are based on quoted market prices, if available, quoted market prices of similar assets or liabilities, or the present value of expected future cash flows and other valuation techniques. These valuations are significantly affected by discount rates, cash flow assumptions, and risk assumptions used. Therefore, fair values estimates* may**not* be substantiated by comparison to independent markets and arenot intended to reflect the proceeds that* may*be realizable in an immediate settlement of the instruments.

Fair value is determined atone point in time and isnot representative of future value. These amounts donot reflect the total value of a going concern organization. Management doesnot have the intention to dispose of a significant portion of its assets and liabilities and therefore, the unrealized gains or losses shouldnot be interpreted as a forecast of future earnings and cash flows.

26

Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. Thethree broad levels of pricing are as follows:

Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II: Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

Level III: Valuations derived from valuation techniques in whichone or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in Note19 of the Company’s2023 Form10-K, as the fair value of loans, excluding previously presented impaired loans measured at fair value on a non-recurring basis, is estimated using discounted cash flow analyses. The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit and non-performance risk. Loans are considered a Level3 classification.

The following is a discussion of assets and liabilities measured at fair value on a recurring and non-recurring basis and valuation techniques applied:

Investment Securities Available For Sale: The fair value of securities available for sale are determined by using matrix pricing (Level2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

We* may*be required from time to time to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets.

Individually Evaluated Loans: Individually evaluated loans are carried at the lower of cost or the fair value of the collateral for collateral-dependent loans less estimated costs to sell. Collateral is primarily in the form of real estate. The use of independent appraisals, discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within Level3 of the fair value hierarchy.

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of* September 30, 2024 (*in thousands):

Fair Value Measurements Using:
Total Fair Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Unobservable Inputs (Level 3)
Recurring fair value measurements:
Investment securities available for sale
Government National Mortgage Association mortgage-backed securities$1,785$-$1,785$-
Federal National Mortgage Association mortgage- backed securities56-56-
Total investment securities available for sale$1,841$-$1,841$-
Total recurring fair value measurements$1,841$-$1,841$-
Nonrecurring fair value measurements
Collateral-dependent loans$1,078$-$-$1,078
Total nonrecurring fair value measurements$1,078$-$-$1,078

The table below sets forth the financial assets and liabilities that were accounted for on a recurring and nonrecurring basis by level within the fair value hierarchy as of* December 31, 2023 (*in thousands):

Fair Value Measurements Using:
Total Fair Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Unobservable Inputs (Level 3)
Recurring fair value measurements:
Investment securities available for sale
Government National Mortgage Association mortgage-backed securities$2,268$-$2,268$-
Federal National Mortgage Association mortgage-backed securities73-73-
Total investment securities available for sale$2,341$-$2,341$-
Total recurring fair value measurements$2,341$-$2,341$-

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has used Level3 inputs to determine fair value as of* September 30, 2024 (*in thousands):

Quantitative Information About Level 3 Fair Value Measurements
Total Fair Value · Valuation Techniques · Unobservable Input · Range (Weighted Average)
Collateral-dependent loans$1,078Appraisal of collateral (1)Appraisal adjustments (2)8%(8%)
(1)Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are identifiable.
(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percentage of the appraisal.

The fair values of the Company’s financial instruments that arenot required to be measured or reported at fair value were as follows at* September 30, 2024and December**31,* 2023 (in thousands):

Fair Value Measurements at
Carrying Amount · Fair Value Estimate · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Unobservable Inputs (Level 3)
Financial Assets
Investment in interest-earning time deposits$912$968$-$-$968
Loans held for sale70,85572,164-72,164-
Loans receivable, net547,303530,511--530,511
Financial Liabilities
Deposits583,419590,778349,928-240,850
FHLB long-term borrowings3,8553,848--3,848
Subordinated debt22,00021,519--21,519
Fair Value Measurements at
Carrying Amount · Fair Value Estimate · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Unobservable Inputs (Level 3)
Financial Assets
Investment in interest-earning time deposits$1,912$1,981$-$-$1,981
Loans held for sale60,38062,072-62,072-
Loans receivable, net603,349584,842--584,842
Financial Liabilities
Deposits631,699636,946415,855-221,091
FHLB long-term borrowings29,02229,001--29,001
Subordinated debt21,95720,666--20,666

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Quaint Oak Bancorp, Inc.

Notes to Unaudited Consolidated Financial Statements

For cash and cash equivalents, accrued interest receivable, investment in FHLB stock, bank-owned life insurance, accrued interest payable, FHLB short term borrowings, and advances from borrowers for taxes and insurance, the carrying value is a reasonable estimate of the fair value and are considered Level1 measurements.

Note12 – Subsequent Event

Effective as of* October 23, 2024 (the “Effective Date”), Quaint Oak Bancorp, Inc. entered into an Agreement for Purchase and Sale of Property (the “Agreement”) with Mountainseed Real Estate Services, LLC, a Georgia limited liability company (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell to the Buyer property located at1710* Union Boulevard, Allentown, Pennsylvania (the “Property”) for a purchase price of $2.9 million and the Buyer agreed to lease back the Property to the Bank. The Property is currently used in part as the Bank’s Lehigh Valley banking office, as administrative offices for several of the Bank’s subsidiary companies, and a portion of the Property is also subleased to athird-party real estate company.

The sale of the Property shall close (the “Closing”) on a date mutually acceptable to the Company and the Buyer withinthirty (30) days after the expiration of a reasonable inspection period up toforty-five (45) days after the Effective Date of the Agreement granted to the Buyer to evaluate and study the Property, subject to extension.

Pursuant to the Agreement, the Buyer will, concurrently with the Closing, lease the Property to the Bank by execution of a lease and occupancy agreement in a form agreed to by the Company, the Buyer and the Bank. The Bank will continue to use the Property as an administrative office and will sublease a portion of the Property to the current tenant.

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