ANNUAL REPORT TO SHAREHOLDERS 2017 OCONEE FEDERAL FINANCIAL CORP. 201 E. North Second Street Seneca, SC 29678 (864) 882-2765 www.oconeefederal.com October 16, 2017 Dear Fellow Shareholders, On behalf of the Board of Directors and the entire Oconee Federal team, I am pleased to report that Oconee Federal Financial Corp., the parent company of Oconee Federal Savings and Loan Association, has completed another successful year. At June 30, 2017 we had total assets of $481.3 million. Net income for the year was $5.5 million, or $0.95 per diluted share. In addition, we paid $2.3 million, or $0.40 per share in dividends during the year. We continue to focus on providing superior service to our communities and outstanding performance to our shareholders. We would like you to know that we have recently expanded our market area into Greer with a loan production office and have added our remote deposit capture service to our list of products now available to our business customers. Our success is possible because of you and our satisfied customers. We are privileged to serve you and are deeply appreciative of the confidence and trust that you place in us. We look forward to continuing to serve you in the coming year. Clayton Clayton Walhalla Walhalla Greer Greer Greenville Greenville Westminster Westminster Seneca Seneca Clemson Clemson SOUTH CAROLINA Sincerely, Sincerely, Curtis T. Evatt President & CEO Toccoa Toccoa Doyle Doyle GEORGIA BOARD OF DIRECTORS: T. Rhett Evatt Curtis T. Evatt Harry B. Mays, Jr. Cecil T. Sandifer, Jr. Robert N. McLellan, Jr. W. Maurice Poore EXECUTIVE OFFICES BRANCHES AND OFFICES Executive Offices Main Office Toccoa Branch Doyle Street Branch Seneca Branch Clayton Branch LOAN PRODUCTION OFFICES Clemson Office Walhalla Branch Westminster Branch Greer Office UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2017 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35033 Oconee Federal Financial Corp. (Exact Name of Registrant as Specified in its Charter) Federal (State or Other Jurisdiction of Incorporation or Organization) 201 East North Second Street, Seneca, South Carolina (Address of Principal Executive Offices) 32-0330122 (I.R.S. Employer Identification Number) 29678 (Zip Code) (864) 882-2765 (Registrant’s Telephone Number Including Area Code) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, par value $0.01 per share Name of Each Exchange on Which Registered The NASDAQ Stock Market, LLC Securities Registered Pursuant to Section 12(g) of the Act: None 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 reports), and (2) has been subject to such 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 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 (§229.405 of this chapter) 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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Emerging growth company ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of September 15, 2017 there were 5,756,157 shares outstanding of the registrant’s common stock. The aggregate value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock as of December 31, 2016 was $38.2 million. 1. Portions of the Proxy Statement for the 2017 Annual Meeting of Stockholders. (Part III) DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I. Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III. Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV. Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 29 29 30 30 30 31 32 33 44 45 88 88 88 89 89 89 89 89 90 91 i ITEM 1. Business Forward Looking Statements PART I This annual report contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include, but are not limited to: • • • • statements of our goals, intentions and expectations; statements regarding our business plans and prospects and growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • • • • • • • • • • • • • our ability to manage our operations in response to changes in economic conditions (including real estate values, loan demand, inflation, commodity prices and employment levels) nationally and in our market areas; adverse changes in the financial industry, securities, credit and national and local real estate markets (including real estate values); significant increases in our delinquencies and loan losses, including as a result of our inability to resolve classified assets, changes in the underlying cash flows of our borrowers, and management’s assumptions in determining the adequacy of the allowance for loan losses; credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance and provision for loan losses; use of estimates for determining the fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations; increased competition among depository and other financial institutions; our ability to attract and maintain deposits, including by introducing new deposit products; changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources; fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area; declines in the yield on our assets resulting from the current low interest rate environment; our ability to successfully implement our business strategies; risks related to a high concentration of loans secured by real estate located in our market areas; changes in the level of government support of housing finance; 1 • • • • • • • • • • • • the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings; our ability to enter new markets successfully and capitalize on growth opportunities; changes in laws or government regulations or policies affecting financial institutions, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs and the resources we have available to address such changes; technological changes that may be more difficult or expensive than expected; our reliance on a small executive staff; changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs to implement our strategic plan; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; our ability to control costs and expenses, particularly those related to operating as a publicly traded company; other changes in our financial condition or results of operations that reduce capital available to pay dividends; other changes in the financial condition or future prospects of issuers of securities that we own, including our stock in the Federal Home Loan Bank (“FHLB”) of Atlanta; and other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services. Oconee Federal Financial Corp. Oconee Federal Financial Corp. is a federally-chartered corporation that was incorporated in January 2011 to be the mid-tier stock holding company for Oconee Federal Savings and Loan Association in connection with the mutual holding company reorganization of Oconee Federal Savings and Loan Association. (the “Company”) As of June 30, 2017, Oconee Federal Financial Corp. had 5,763,694 shares outstanding and a market capitalization of approximately $158.5 million. The executive offices of Oconee Federal Financial Corp. are located at 201 East North Second Street, Seneca, South Carolina 29678, and the telephone number is (864) 882-2765. Our website address is www.oconeefederal.com. Information on our website should not be considered a part of this annual report. Oconee Federal Financial Corp. is subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System. At June 30, 2017, we had total assets of $481.3 million, total deposits of $394.5 million and total equity of $86.0 million. We recorded net income of $5.5 million for the year ended June 30, 2017. Oconee Federal Savings and Loan Association Oconee Federal Savings and Loan Association is a federally chartered savings and loan association headquartered in Seneca, South Carolina. Oconee Federal Savings and Loan Association was originally chartered by the State of South Carolina in 1924 and in 1991 it converted to a federal charter. Our principal business consists of attracting retail deposits from the general public in our market area and investing those deposits, together with funds generated from operations, in one-to-four family residential mortgage loans and, to a lesser extent, nonresidential mortgage, construction and land, agricultural and 2 other loans. We also invest in U.S. Government and federal agency securities, mortgage-backed securities, municipal securities and short-term deposits. We have also used borrowed funds as a source of funds, and we borrow principally from the Federal Home Loan Bank of Atlanta. We conduct our business from our executive office and seven branch offices. Our offices are located in Oconee County, South Carolina, Stephens County, Georgia and Rabun County, Georgia. Our primary market area consists of the counties where we have offices and the nearby communities and townships in adjacent counties in South Carolina and Georgia. Oconee Federal Savings and Loan Association is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Oconee Federal Savings and Loan Association is a member of the Federal Home Loan Bank system. Oconee Federal, MHC Oconee Federal, MHC is a federally-chartered mutual holding company formed in January 2011 to become the mutual holding company of Oconee Federal Financial Corp. in connection with the mutual holding company reorganization of Oconee Federal Savings and Loan Association. As a mutual non-stock holding company, Oconee Federal, MHC has as its members all current holders of deposit accounts at Oconee Federal Savings and Loan Association and certain borrowers of as of October 21, 1991, whose borrowings remain outstanding. As a mutual holding company, Oconee Federal, MHC is required by law to own a majority of the voting stock of Oconee Federal Financial Corp. Oconee Federal, MHC is not currently, and at no time has been, an operating company. Market Area We conduct business through our executive office and four branches in the towns of Seneca, Walhalla, and Westminster South Carolina, and three branches in the towns of Toccoa and Clayton, Georgia. All five of our South Carolina offices are located in Oconee County, which is located on the I-85 corridor between the Charlotte and Atlanta metropolitan areas, approximately 120 miles south of Charlotte and approximately 120 miles north of Atlanta. Our South Carolina offices are also located approximately 40 miles south of Greenville, South Carolina, and 10 miles from Clemson, South Carolina. Two of our Georgia branches are located in Stephens County and one is located in Rabun County. Both counties border Oconee County, South Carolina. We also have a loan production office in both Clemson and Greer, South Carolina. Our primary market area, which consists of Oconee County, South Carolina and Stephens and Rabun Counties, Georgia and their nearby communities and townships in adjacent counties in both South Carolina and Georgia, is mostly rural and suburban in nature. Our primary market area economy has historically been concentrated in manufacturing. The regional economy is fairly diversified, with services, wholesale/retail trade, manufacturing and government providing the primary support. In addition, Oconee County and nearby counties are experiencing an increase in retiree populations. Competition Competition for making loans and attracting deposits in our primary market area is intense, particularly in light of the relatively modest population base of our primary markets and the relatively large number of institutions that maintain a presence in the area. Financial institution competitors in our primary market area include other locally-based commercial banks, thrifts and credit unions, as well as regional and super-regional banks. We also compete with depository and lending institutions not physically located in our primary market area but capable of doing business remotely, mortgage loan originators and mortgage brokers and other companies in the financial services industry, such as investment firms, mutual funds and insurance companies. Some of our competitors offer products and services that we currently do not offer, such as investment services, trust services and private banking. To meet our competition, we seek to emphasize our community orientation, local and timely decision making and superior customer service. As of June 30, 2016 the most recent date of available data, our market share of deposits represented 24.5%, 27.9%, and 8.9% of FDIC-insured deposits in Oconee County, SC, Stephens County, GA, and Rabun County, GA, respectively. Lending Activities The principal lending activity of Oconee Federal Savings and Loan Association is originating one-to-four family residential mortgage loans and, to a lesser extent, home equity loans and lines of credit, 3 nonresidential real estate loans, construction and land loans, commercial loans, agricultural loans, and other loans. We increased our loan portfolio of nonresidential real estate loans, home equity loans and lines of credit, and added agricultural loans and to a much lesser extent than the other segments, commercial and industrial loans through a prior year acquisition. We plan to continue to maintain in our portfolio the loans we acquired that are of sound credit quality and to increase our lending in nonresidential real estate loans and commercial loans to a modest extent in our primary market area. Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated: 2017 At June 30, 2016 2015 Amount Percent Amount Percent Amount Percent (Dollars in thousands) Real estate loans: One-to-four family . . . . . . . . . . . . . . . . $260,114 84.57% $241,079 82.55% $255,219 82.52% Multi-family . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . 1,864 4,900 18,916 1,441 15,254 302,489 51 5,018 0.61 1.59 6.15 0.47 4.96 98.35 0.02 1.63 1,994 6,575 20,299 2,957 14,083 286,987 176 4,900 0.68 2.25 6.95 1.01 4.82 98.26 0.06 1.68 2,572 8,198 21,675 4,164 14,510 306,338 184 2,745 0.83 2.65 7.01 1.35 4.69 99.05 0.06 0.89 Total loans . . . . . . . . . . . . . . . . . . . . $307,558 100.00% $292,063 100.00% $309,267 100.00% Allowance for loan losses . . . . . . . . . . . . . (1,016) Loans, net . . . . . . . . . . . . . . . . . . . . $306,542 (922) $291,141 (1,008) $308,259 At June 30, 2014 2013 Amount Percent Amount Percent (Dollars in thousands) Real estate loans: One-to-four family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . . . . . . . . . . . . $213,585 252 227 8,398 7,578 Total real estate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,039 Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 747 92.55% $203,277 256 0.11 292 0.10 8,511 3.62 8,654 3.30 99.68 0.32 222,203 925 91.61% 0.12 0.13 3.82 3.91 99.59 0.41 Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $230,786 100.00% $223,128 100.00% Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (855) Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $229,931 (751) $221,163 Contractual Maturities and Interest Rate Sensitivity. The following table summarizes the scheduled repayments of our loan portfolio at June 30, 2017. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Loans are presented net of loans in process. 4 Real Estate Loans One-to- Four Family Multi- family Home Equity Non- Residential Agricultural Construction and Land Commercial and Industrial Consumer and Other Total (Dollars in thousands) Amounts due in: One year or less . . . . . . $ 30,208 $ — $ 143 $ 5,534 $ 498 $ 793 $— $ — $ 37,176 More than one to five years . . . . . . . . . . . 47,055 240 258 3,720 More than five to ten years . . . . . . . . . . . 72,435 82 38 477 More than ten years . . . 110,416 1,542 4,461 9,185 — — 943 538 821 13,102 — — 51 88 47 51,899 73,900 4,883 144,583 Total . . . . . . . . . . . $260,114 $1,864 $4,900 $18,916 $1,441 $15,254 $51 $5,018 $307,558 For loans with maturities greater than one year from June 30, 2017, $30.2 million have variable rates and $240.2 million have fixed rates. Loan Approval Procedures and Authority. Pursuant to federal law, the aggregate amount of loans that Oconee Federal Savings and Loan Association is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of Oconee Federal Savings and Loan Association’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable collateral” or 30% for certain residential development loans). At June 30, 2017, based on the 15% limitation, Oconee Federal Savings and Loan Association’s loans-to-one-borrower limit was approximately $11.5 million. At June 30, 2017, our largest loan relationship with one borrower was for approximately $3.5 million secured by a brokerage account and was performing in accordance with its terms on that date. Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed applications submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors as well as internal evaluations, where permitted by regulations. The loan applications are designed primarily to determine the borrower’s ability to repay the requested loan, and the more significant items on the application are verified through use of credit reports, financial statements and tax returns. Under our loan policy, the loan officer processing an application is responsible for ensuring proposals and approval of any extensions of credit are in compliance with internal policies and procedures and applicable laws and regulations, and for establishing and maintaining credit files and documentation sufficient to support the loan and to perfect any collateral position. Our lending officers do not have individual lending authority. We have a tiered approval process requiring multiple officers and/or committee approval depending on the size of the loan credit exposure. Total credit exposure is the sum total of all loans that a customer has directly or guarantees with Oconee Federal. To ensure adequate liquidity, under our loan policy, aggregate loans outstanding should not exceed our total deposits and advances from the Federal Home Loan Bank of Atlanta. Generally, we require title insurance or abstracts on our mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan. One-to-four Family Residential Real Estate. The cornerstone of our lending program has long been the origination of long-term loans secured by mortgages on owner-occupied one-to-four family residences. These loans are made in amounts generally with loan-to-value ratios of up to 80% for traditional owner-occupied homes. For traditional homes, we may originate loans with loan-to-value ratios in excess of 80% if the borrower obtains mortgage insurance or provides readily marketable collateral. We may make exceptions for special loan programs that we offer. At June 30, 2017, $260.1 million, or 84.6% of our total loan portfolio, consisted of one-to-four family residential mortgage loans. Virtually all of the residential mortgage loans we originate are secured by properties located in our market area. 5 The repayment terms of our mortgage loans are generally up to 30 years for traditional homes and up to 15 years for manufactured or modular homes. The repayment terms of non-owner-occupied homes are generally up to 15 years for fixed-rate loans and up to 30 years for adjustable-rate loans. Although we typically retain in our portfolio the loans we originate, we generally originate our fixed-rate one-to-four family residential loans in accordance with secondary market standards. Due to consumer demand in the current low market interest rate environment, most of our recent originations are 15- to 30-year fixed-rate loans secured by one-to-four family residential real estate. We evaluate both the borrower’s ability to make principal, interest and escrow payments and the value of the property that will secure the loan. Our one-to-four family residential mortgage loans do not currently include prepayment penalties and do not produce negative amortization. Our one-to-four family residential mortgage loans customarily include due-on-sale clauses giving us the right to declare the loan immediately due and payable in the event that, among other things, the borrower sells the property subject to the mortgage. Multi-family. Multi-family real estate loans generally have a maximum term of five years with a 30-year amortization period and a final balloon payment and are secured by properties containing five or more units in our market area. These loans are generally made in amounts of up to 75% of the lesser of the appraised value or the purchase price of the property with an appropriate projected debt service coverage ratio. Our underwriting analysis includes considering the borrower’s expertise and requires verification of the borrower’s credit history, independent appraisals, references and income projections for the property. We generally obtains personal guarantees on these loans. income and financial statements, banking relationships, Multi-family real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family residential real estate is typically dependent upon the successful operation of the related real estate project. Home Equity. We offer home equity loans and lines of credit secured by first or second deeds of trust on primary residences in our market area. Our home equity loans and lines of credit are limited to an 80% loan-to-value ratio (including all prior liens). Standard residential mortgage underwriting requirements are used to evaluate these loans. We offer adjustable-rate and fixed-rate options for these loans with a maximum term of 10 years. The repayment terms on lines of credit are interest only monthly with principle due at maturity. Home equity loans have a more traditional repayment structure with principal and interest due monthly. The maximum term on home equity loans is 10 years with an amortization schedule not to exceed 20 years. Nonresidential Real Estate. Nonresidential loans include those secured by real estate mortgages on churches, owner-occupied and non-owner occupied commercial buildings of various types, retail and office buildings, hotels, churches, other business and industrial properties. The nonresidential real estate loans that we originate generally have terms of five to 20 years with amortization periods up to 20 years. The maximum loan-to-value ratio of our nonresidential real estate loans is generally 75%. factors in originating nonresidential real estate loans. We evaluate the We consider a number of qualifications and financial condition of the borrower, including credit history, cash flows, the applicable business plan, the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). The collateral underlying all nonresidential real estate loans is appraised by outside independent appraisers approved by our board of directors. Personal guarantees may be obtained from the principals of nonresidential real estate borrowers. Loans secured by nonresidential real estate generally are larger than one-to-four family residential loans and involve greater credit risk. Nonresidential real estate loans often involve large loan balances to single 6 borrowers or groups of related borrowers. Repayment of these loans depends to a large degree on the results of operations and management of the properties securing the loans or the businesses conducted on such property, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general, including the current adverse conditions. Our nonresidential real estate lending includes a significant amount of loans to churches. Because a church’s financial stability often depends on donations from congregation members rather than income from business operations, repayment may be affected by economic conditions that affect individuals located both in our market area and in other market areas with which we are not as familiar. In addition, due to the unique nature of church buildings and properties, the real estate securing church loans may be less marketable than other nonresidential real estate. Accordingly, the nature of these loans makes them more difficult for management to monitor and evaluate. Agricultural. Agricultural loans are secured by farmland and related improvements in our market area. These loans generally have terms of five to 20 years with amortization periods up to 20 years. The maximum loan-to-value ratio of these loans is generally 75%. Loans secured by agricultural real estate generally are larger than one-to-four family residential loans and involve greater credit risk. Agricultural real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Repayment of these loans depends to a large degree on the results of operations and management of the properties securing the loans or the businesses conducted on such property, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general, including the current adverse conditions. Construction and Land. We generally make construction loans to individuals for the construction of their primary residences and to commercial businesses for their real estate needs. These loans generally have twelve months, and upon completion of construction convert to conventional maximum terms of amortizing mortgage loans. Residential construction loans have rates and terms comparable to one-to-four family residential mortgage loans that we originate. Commercial construction loans have rates and terms comparable to other commercial real estate loans that we originate. During the construction phase, the borrower generally pays interest only. The maximum loan-to-value ratio of our owner-occupied construction loans is 80%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential mortgage loans. Commercial construction loans are generally underwritten pursuant to the same guidelines used for originating other commercial real estate loans. We make loans secured by land to complement our construction lending activities. These loans have terms of up to 10 years, and maximum loan-to-value ratios of 75% for improved lots and 65% for unimproved land. The application process for a construction loan includes a submission of accurate plans, specifications and costs of the project to be constructed or developed, a copy of the deed or plat survey of the real estate involved in the loan and an appraisal of the proposed collateral for the loan. Our construction loan agreements generally provide that loan proceeds are disbursed in increments as construction progresses. Outside independent licensed or certified appraisers or architects inspect the progress of the construction of the dwelling before disbursements are made. To the extent our construction loans are not made to owner-occupants of single-family homes, they are more vulnerable to changes in economic conditions and the concentration of credit with a limited number of borrowers. Further, the nature of these loans is such that they are more difficult to evaluate and monitor. Our risk of loss on a construction or land loan is dependent largely upon the accuracy of the initial estimate of the property’s value upon completion of the project and the estimated cost (including interest) of the project. If the estimate of value proves to be inaccurate, we may be confronted, at or prior to the maturity of the loan, with a project with a value which is insufficient to assure full repayment and/or the possibility of having to make substantial investments to complete and sell the project. Because defaults in repayment may not occur during the construction period, it may be difficult to identify problem loans at an early stage. Commercial and Industrial. Commercial and industrial loans are offered to businesses and professionals in our market area. These loans generally have short and medium terms on both a collateralized and uncollateralized basis. The structure of these loans are largely determined by the loan purpose and collateral. Sources of collateral can include a lien on furniture, fixtures, equipment, inventory, receivables and other assets of the company. A UCC-1 is typically filed to perfect our lien on these assets. 7 Commercial and industrial loans and leases typically are underwritten on the basis of the borrower’s or lessee’s ability to make repayment from the cash flow of its business and generally are collateralized by business assets. As a result, such loans and leases involve additional complexities, variables and risks and require more thorough underwriting and servicing than other types of loans and leases. loans for various consumer purposes, Consumer. We offer installment including the purchase of automobiles, boats, and for other legitimate personal purposes. The maximum terms of consumer loans is 18 months for unsecured loans, 12 months for loans secured by marketable securities and 18 to 60 months for loans secured by a vehicle, depending on the age of the vehicle. We generally only extends consumer loans to existing customers or their immediate family members, and these loans generally have relatively low balances. To date, our consumer lending, apart from home equity loans, has been quite limited. Consumer loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or are secured by rapidly depreciable assets, such as automobiles. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Originations, Purchases and Sales of Loans Lending activities are conducted solely by our salaried personnel operating at our main and branch office locations. All loans originated by us are underwritten pursuant to our policies and procedures. We originate both fixed-rate and adjustable-rate loans. Our ability to originate fixed or adjustable-rate loans is dependent upon relative customer demand for such loans, which is affected by current and expected future levels of market interest rates. We originate real estate and other loans through our salaried loan officers, marketing efforts, our customer base, walk-in customers and referrals from real estate brokers, builders and attorneys. Secondary Mortgage Lending We have access to the FHLMC secondary mortgage lending program. As such we originated $2.1 million and sold $2.0 million of conforming one-to-four residential real estate mortgage loans for the year ended June 30, 2017. Delinquencies and Nonperforming Assets It is the policy of the Association to promptly identify all delinquent loan Delinquency Procedures. accounts and use all reasonable and legal means either to cure the delinquencies or to take prompt legal action to foreclose, repossess or liquidate the collateral. When we acquire real estate as a result of foreclosure, the real estate is classified as real estate owned. Real estate owned is initially recorded at fair value less costs to sell. Thereafter, it is recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense of the current period. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell. Subsequent impairments in value of real estate owned are recorded as an impairment loss. 8 Delinquent Loans. The following table sets forth our loan delinquencies by type and amount at the dates indicated: At June 30, 2017 2016 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Past Due 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Total Past Due (Dollars in thousands) Real estate loans: One-to-four family . . . . . $6,143 $1,109 $1,100 $8,352 $7,063 $1,000 $ 860 $ 8,923 Multi-family . . . . . . . . . Home equity . . . . . . . . . Nonresidential . . . . . . . . Agricultural . . . . . . . . . . Construction and land . . . — 161 — — 40 — — 43 448 — — 40 — — 35 — 201 43 448 75 — 94 — — 93 — 22 48 — — — 84 942 — 25 — 200 990 — 118 Total real estate loans . . 6,344 1,600 1,175 9,119 7,250 1,070 1,911 10,231 Commercial and industrial . . Consumer and other loans . . — 10 — 1 — — — 11 — — — — — — — — Total . . . . . . . . . . . . $6,354 $1,601 $1,175 $9,130 $7,250 $1,070 $1,911 $10,231 Total delinquencies decreased $1.1 million, or 10.8%, to $9.1 million at June 30, 2017 as compared to total delinquencies of $10.2 million at June 30, 2016. We count loans with partial payments due as delinquent. Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not in those classified corrected. Assets classified as “doubtful” have all of “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss allowance is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management. the weaknesses inherent When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances. In connection with the filing of our periodic reports to our regulators and in accordance with our classification of assets policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. On the basis of this review of our assets, our classified or special mention assets at the dates indicated were as set forth below. Special mention and substandard assets are presented gross of allowance, and doubtful assets are presented net of allowance. 9 At June 30, 2017 2016 (Dollars in thousands) Special mention assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,621 $ 4,561 Substandard assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,766 8,201 Doubtful assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 865 — — 1,354 Total Special mention and Classified assets . . . . . . . . . . . . . . . . . . . . . . . . $13,252 $14,116 Real estate owned assets decreased by $489 thousand, or 36.1%, to $865 thousand at June 30, 2017 from $1.4 million at June 30, 2016. Our substandard assets decreased by $435 thousand, or 5.3%, to $7.8 million at June 30, 2017 from $8.2 million at June 30, 2016. Our overall classified asset totals decreased by $864 thousand, or 6.1%, to $13.3 million at June 30, 2017 from $14.1 million at June 30, 2016. Special mention assets at June 30, 2017 consisted primarily of one-to-four family real estate loans of $2.7 million, nonresidential real estate loans of $1.4 million, and other loans of $569 thousand. Substandard assets at June 30, 2017 consisted primarily of $6.5 million in one-to-four family residential real estate loans, $710 thousand of nonresidential real estate loans and $514 thousand of other loans. Loans classified as substandard and doubtful are considered to be impaired loans. Impaired loans are loans for which we do not reasonably believe that we will collect all contractual principal and interest payments due on the loans. The recorded investment of these loans at June 30, 2017 was $4.5 million, a decrease of $900 thousand from $5.4 million at June 30, 2016. Specific allowances of $8 thousand and $184 thousand were reserved for these loans at June 30, 2017 and 2016, respectively. Nonperforming Assets. We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days delinquent unless the loan is well-secured and in the process of collection. Loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for loans placed on nonaccrual are reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until the loans qualify for return to accrual. Generally, loans are restored to accrual status when all the principal and interest amounts contractually due are brought current, and future payments are reasonably assured. Loans are moved to nonaccrual status in accordance with our policy, which is typically after 90 days of non-payment. Loans for which the terms have been modified and for which (i) the borrower is experiencing financial difficulties and (ii) we have granted a concession to the borrower are considered troubled debt restructurings (“TDRs”) and are included in impaired loans and leases. Income on nonaccrual loans or leases, including impaired loans and leases but excluding certain TDRs which continue to accrue interest, is recognized on a cash basis when and if actually collected. For the year ended June 30, 2017, there were no defaults on any loans that were considered TDRs. At June 30, 2017, all TDRs were on nonaccrual status. The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated: 2017 2016 At June 30, 2015 (Dollars in thousands) 2014 2013 Nonaccrual loans: Real estate loans: One-to-four family . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . $2,762 — 89 43 514 75 3,483 $2,133 — 126 942 531 25 3,757 $2,311 — — 1,379 487 — 4,177 $1,647 — — — — — 1,647 $1,493 — — — — — 1,493 10 2017 2016 At June 30, 2015 (Dollars in thousands) 2014 2013 Commercial and industrial . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . Total nonaccrual loans . . . . . . . . . . . . . . — — $3,483 — — $3,757 — — $4,177 — — $1,647 — — $1,493 Accruing loans past due 90 days or more: Real estate loans: One-to-four family Multi-family . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . $ — — — — — — — — — $ — — — — — — — — — $ — — — — — — — — — $ — — — — — — — — — $ 493 — — — — — 493 — — Total accruing loans past due 90 days or more . . . . . . . . . . . . . . . . . . . . . . . . . Total of nonaccrual and 90 days or more past due loans . . . . . . . . . . . . . . . . . Real estate owned: One-to-four family . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . Total real estate owned . . . . . . . . . . . . . . . . Other nonperforming assets . . . . . . . . . . . . . . Total nonperforming assets . . . . . . . . . . . Troubled debt restructurings . . . . . . . . . . . . . . . Troubled debt restructurings and total nonperforming assets . . . . . . . . . . . . . . . . . . Total nonperforming loans to total loans . . . . . . Total nonperforming assets to total assets . . . . . . Total nonperforming assets to loans and real — — — — 493 $3,483 $3,757 $4,177 $1,647 $1,986 $ 152 — — 713 — 865 — $4,348 $ — $ 899 — 267 188 — 1,354 — $5,111 $ — $1,335 — — 365 392 2,092 — $6,269 $ — $ 744 — — — — 744 — $2,391 $ — $1,047 — — — — 1,047 — $3,033 $ — $4,348 $5,111 $6,269 $2,391 $3,033 1.13% 0.90% 1.29% 1.05% 1.35% 1.32% 0.71% 0.66% 0.89% 0.82% estate owned . . . . . . . . . . . . . . . . . . . . . . . . 1.41% 1.74% 2.01% 1.03% 1.35% All nonperforming loans in the table above were classified either as substandard or doubtful. There were no other loans that are not already disclosed where there is information about possible credit problems of borrowers that caused us serious doubts about the ability of the borrowers to comply with present loan repayment terms and that may result in disclosure of such loans in the future. Interest income that would have been recorded had our nonaccrual loans been current in accordance with their original terms was $205 thousand for the year ended June 30, 2017. Interest of $130 thousand was recognized on these loans and is included in net income for the year ended June 30, 2017. Interest income that would have been recorded had our trouble debt restructured loans been current in accordance with their original terms was $137 thousand for the year ended June 30, 2017. Interest recognized on trouble debt restructured loans during the year ended June 30, 2017 totaled $64 thousand. 11 Allowance for Loan Losses Analysis and Determination of the Allowance for Loan Losses. Our allowance for loan losses is the amount considered necessary to reflect probable losses inherent in our loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. Our methodology for assessing the appropriateness of the allowance for loan losses consists of two key elements: (a) specific allowances for identified problem loans; and (b) a general valuation allowance on the remainder of the loan portfolio. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio. Specific Allowances for Identified Problem Loans. We establish a specific allowance when loans are determined to be impaired. Loss is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. Factors in identifying a specific problem loan include: • • • • • • • the strength of the customer’s personal or business cash flows; the availability of other sources of repayment; the amount due or past due; the type and value of collateral; the strength of our collateral position; the estimated cost to sell the collateral; and the borrower’s effort to cure the delinquency. In addition, for loans secured by real estate, we consider the extent of any past due and unpaid property taxes applicable to the property serving as collateral on the mortgage. General Valuation Allowance of the Loan Portfolio. We establish a general allowance for smaller balance, homogenous loans that are not otherwise specifically impaired to recognize the probable incurred losses within our portfolio, but which, unlike specific allowances, has not been allocated to particular problem loans. In estimating this portion of the allowance, we apply loss factors to each loan portfolio segment. Loans not identified as impaired are aggregated into homogenous pools of loans, or segments, which share similar risk characteristics, primarily based on the type of loan, the purpose of the loan, and the underlying collateral supporting the loan. We estimate our loss factors taking into consideration both quantitative and qualitative aspects that would affect our estimation of probable incurred losses. These aspects include, but are not limited to historical charge-offs; loan delinquencies and foreclosure trends; current economic trends and demographic data within our primary market area such as unemployment rates and population trends; current trends in real estate values within our market area; charge-off trends of other comparable institutions; the results of any internal loan reviews; loan to value ratios; our historically conservative credit risk policy; the strength of our underwriting and ongoing credit monitoring function; and other relevant factors. We evaluate our loss factors quarterly to ensure their relevance in the current real estate and economic environment, and we review the allowance for loan losses (as a percentage of total loans) maintained by us relative to other thrift institutions within our peer group, taking into consideration the other institutions’ delinquency trends, charge-offs, nonperforming loans, and portfolio composition as a basis for validation for the adequacy of our overall allowance for loan loss. Acquired Loans. We separate loans that we have acquired through a business combination from loans that we have originated when computing the general valuation allowance. We do this as loans that we have acquired have a completely different risk profile as these loans were originated from a different demographic market from ours and underwritten and collateralized according to different lending policies and practices. Therefore, we apply different loss factors to those loans in determining the general valuation allowance. These loss factors represent the credit discounts used in the original fair value determinations made on the date of acquisition of these loans. We will continue to evaluate these factors on a quarterly basis based on both quantitative and qualitative considerations and revise these factors as necessary. 12 Acquired loans that are identified as purchased credit impaired (PCI) will continue to be classified as PCI for their remaining lives, even if modified, extended or renewed, unless they meet the criteria for a TDR. We perform the same type of evaluation for these loans as any other loan that we believe to be impaired. Each PCI loan is evaluated on an individual basis quarterly. Overall Allowance. Our allowance at June 30, 2017 reflects both a general valuation component of $1.0 million and a specific component of $8 thousand for loans determined to be impaired. In comparison, our allowance at June 30, 2016 consisted of a general valuation component of $738 thousand and a specific component of $184 thousand. The overall allowance increased $94 thousand and remained generally stable as a percentage of total loans at 0.33% and 0.32% at June 30, 2017 and 2016, respectively. Impaired loans decreased from $5.4 million to $3.7 million from June 30, 2016 to June 30, 2017 as a result of our efforts to continue liquidating acquired problem loans. At June 30, 2017, all impaired loans were within our acquired loan portfolio and totaled $3.7 million, all of which were purchased credit impaired. The amount of impairment measured on these loans was $8 thousand. At June 30, 2016, within our acquired loan portfolio, we had a total of $5.4 million in impaired loans, $4.4 million of which were purchased credit impaired. The remaining $1.0 million of impaired loans were identified as having evidence of credit deterioration not existing at the acquisition date. The amount of impairment measured on these loans was $184 thousand. Within our originated portfolio, there were no loans identified as impaired at June 30, 2017 or June 30, 2016. To the best of our knowledge, we have recorded all losses that are both probable and reasonably estimable for the years ended June 30, 2017 and 2016. Net charge-offs for the year ended June 30, 2017 were $109 thousand compared to $537 thousand for the year ended June 30, 2016. Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the years indicated: Year Ended June 30, 2017 2016 2015 2014 2013 (Dollars in thousands) $ 922 203 $1,008 451 $855 195 $751 108 $ 857 260 (33) — — (77) — — — (1) (447) — (72) — — (9) — (9) (537) — — (40) — — — — (2) (42) (4) — — — — — — — (4) (366) — — — — — — — (366) Allowance at beginning of year . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . Charge-offs: Real estate loans One-to-four family . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential Agricultural . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . Total charge-offs . . . . . . . . . . . . . . . . . . . . (111) 13 Recoveries: Real estate loans . . . . . . . . . . . . . . . . . . . . . . . One-to-four family . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . . . . . . . Year Ended June 30, 2017 2016 2015 2014 2013 (Dollars in thousands) 2 — — — — — — — 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . (109) (537) (42) (4) (366) Allowance at end of year . . . . . . . . . . . . . . . . $1,016 $ 922 $1,008 $ 855 $ 751 Allowance to nonperforming loans . . . . . . . . . . Allowance to total loans outstanding at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.33 Net charge-offs to average loans outstanding during the year . . . . . . . . . . . . . . . . . . . . . . . 0.04 29.17% 24.54% 24.13% 51.91% 37.81% 0.31 0.18 0.32 0.01 0.37 0.00 0.34 0.16 Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories. 2017 At June 30, 2016 (Dollars in thousands) 2015 % of Allowance to Total Allowance % of Loans in Category to Total Loans Amount Amount % of Allowance to Total Allowance % of Loans in Category to Total Loans % of Allowance to Total Allowance % of Loans in Category to Total Loans Amount Real estate loans: One-to-four family . . . $ 900 88.59% 84.57% $733 79.50% 82.56% $ 910 90.27% 82.57% Multi-family . . . . . . . Home equity . . . . . . . Nonresidential . . . . . . Agricultural . . . . . . . . Construction and land . 4 2 63 1 35 0.39 0.20 6.20 0.10 3.44 0.61 1.59 6.15 0.47 4.96 4 2 0.43 0.22 130 14.10 5 39 0.54 4.23 0.68 2.19 6.93 1.01 4.89 4 1 55 4 25 0.40 0.10 5.46 0 2.48 Total real estate loans . . . 1,005 98.92 98.35 913 99.02 98.26 999 99.11 Commercial and industrial Consumer and other loans 4 7 0.39 0.69 0.02 1.63 6 3 1 0.33 0.06 1.68 — 9 — 0.89 0.83 2.64 6.98 1 4.70 99.06 0 0.88 Total allowance for loan losses . . . . . . . . . . . . $1,016 100.00% 100.00% $922 100.00% 100.00% $1,008 100.00% 100.00% 14 At June 30, 2014 2013 (Dollars in thousands) % of Allowance to Total Allowance % of Loans in Category to Total Loans % of Allowance to Total Allowance % of Loans in Category to Total Loans Amount Amount Real estate loans: One-to-four family . . . . . . . . . . . . . . . . . . $736 86.08% 92.55% $665 88.55% 91.61% Multi-family . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . 4 1 52 59 852 3 0.47 0.12 6.08 6.90 99.65 0.35 0.11 0.10 3.62 3.30 99.68 0.32 4 1 52 27 749 2 0.53 0.13 6.92 3.60 99.73 0.27 0.12 0.13 3.82 3.91 99.59 0.41 Total allowance for loan losses . . . . . . . . . . . . $855 100.00% 100.00% $751 100.00% 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 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 accounting principles generally accepted in the United States of America, regulators, in reviewing our loan portfolio, may request us to increase our allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate and increases may be necessary should the quality of any loan deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations. Investment Activities General. The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help manage our interest rate risk, and to generate a return on idle funds within the context of our interest rate and credit risk objectives. Our board of directors approved and adopted our investment policy. The investment policy is reviewed annually by our board of directors and any changes to the policy are subject to the approval of our board of directors. Authority to make investments under the approved investment policy guidelines is delegated to our Investment Committee. All investment transactions are reviewed at regularly scheduled monthly meetings of our board of directors. Our investment policy permits investments in securities issued by the United States government and its agencies or government sponsored enterprises. We also may invest in mortgage-backed securities and mutual funds that invest in mortgage-backed securities. Our investment policy also permits, with certain limitations, investments in bank-owned life insurance, collateralized mortgage obligations, asset-backed securities, real estate mortgage investment conduits, South Carolina revenue bonds and municipal securities. While equity investments are generally not authorized by our investment policy, such investments are permitted on a case-by-case basis provided such investments are pre-authorized by our board of directors. At June 30, 2017, we did not have an investment in the securities of any single non-government issuer that exceeded 10% of equity at that date. Our investment policy does not permit investment in stripped mortgage-backed securities, complex securities and derivatives as defined in federal banking regulations and other high-risk securities. As of June 30, 2017, we held no asset-backed securities other than mortgage-backed securities. Our current policies do not permit hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real 15 estate mortgage investment conduit residual interests or stripped mortgage backed securities. At June 30, 2017, none of the collateral underlying our securities portfolio was considered subprime or Alt-A (generally defined as loan collateral having less than full documentation). Current accounting principles require that, at the time of purchase, we designate a security as either held-to-maturity, available-for-sale, or trading, based upon our ability and intent. Securities available-for-sale and trading securities are reported at fair value and securities held-to-maturity are reported at amortized cost. All securities were classified as available-for-sale at June 30, 2017 and 2016. A periodic review and evaluation of our securities portfolios is conducted to determine if the fair value of any security has declined below its carrying value and whether such decline is other-than-temporary. If such decline is deemed to be other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged against earnings. At June 30, 2017, the fair values of our securities are based on published or securities dealers’ market values. At June 30, 2017, the amortized cost of our securities classified as available-for-sale was $118.7 million compared to $129.3 million at June 30, 2016. The fair value of securities classified as available-for-sale was $118.3 million compared to $132.1 million at June 30, 2016. The decrease in securities classified as available-for-sale is a result of using paydowns and sales of securities to fund our loan demand. U.S. Government and Federal Agency Obligations. We may invest in U.S. Government and federal agency securities. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent appropriate, for liquidity purposes, as collateral for borrowings and for prepayment protection. Mortgage-Backed Securities. At June 30, 2017, the amortized cost and fair value of our mortgage-backed securities portfolio totaled $44.9 million and $44.8 million, respectively. Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as “pass-through” certificates because the principal and interest of the underlying loans is “passed through” to investors, net of certain costs, including servicing and guarantee fees. Mortgage-backed securities typically are collateralized by pools of one-to-four family or multifamily mortgages, although we invest primarily in mortgage-backed securities backed by one-to-four family mortgages. The issuers of such securities pool and resell the participation interests in the form of securities to investors such as the Company. The interest rate of the security is lower than the interest rates of the underlying loans to allow for payment of servicing and guaranty fees. GNMA, a United States Government agency, and government sponsored enterprises, such as FNMA and FHLMC, either guarantee the payments or guarantee the timely payment of principal and interest to investors. Mortgage-backed securities are more liquid than individual mortgage loans since there is an active trading market for such securities. In addition, mortgage-backed securities may be used to collateralize our borrowings. Investments in mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. Current prepayment speeds determine whether prepayment estimates require modification that could cause amortization or accretion adjustments. Also, in September 2008, the Federal Housing Finance Agency placed FHLMC and FNMA into conservatorship. The U.S. Treasury Department has established their obligations to holders of financing agreements to ensure that FHLMC and FNMA meet mortgage-backed securities that they have issued or guaranteed. These actions have not affected the markets for mortgage-backed securities issued by FHLMC or FNMA. Both FHLMC and FNMA remain in conservatorship with the Federal Housing Finance Agency. All of our mortgage-backed securities are issued by government agencies or government-sponsored entities. Restricted Equity Securities. We invest in the common stock of the Federal Home Loan Bank of Atlanta and in preferred and common stock of First National Bankers Bancshares, Inc. The stock is carried at cost and classified as restricted equity securities. We periodically evaluate the stock for impairment based on ultimate recovery of par value. Bank-Owned Life Insurance. We invest in bank-owned life insurance to provide us with a funding source for deferred compensation agreements. Bank-owned life insurance also generally provides us noninterest 16 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 June 30, 2017 and 2016, we had $18.1 million and $17.6 million, respectively, invested in bank-owned life insurance. Securities Portfolio Composition. The following table sets forth the composition of our securities portfolio at the dates indicated: 2017 At June 30, 2016 2015 Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value (Dollars in thousands) Securities available-for-sale: FHLMC common stock . . . . . . . $ 20 $ 182 $ 20 $ 151 $ 20 $ 180 Certificates of deposit . . . . . . . . . Corporate debt securities . . . . . . . Municipal securities . . . . . . . . . . SBA loan pools . . . . . . . . . . . . . CMOs . . . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed securities . . . U.S. Government agencies . . . . . . 6,230 — 39,847 563 13,024 44,884 14,082 6,228 — 39,799 565 12,785 44,825 13,950 7,470 8,932 7,534 9,116 7,221 — 7,242 — 33,508 34,481 13,574 13,433 1,268 — 1,273 — 2,249 — 2,266 — 68,103 9,957 69,403 10,126 64,177 23,967 64,142 23,904 Total available-for-sale . . . . . . . . $118,650 $118,334 $129,258 $132,084 $111,208 $111,167 Securities Portfolio Maturities and Yields. The following table sets forth the contractual maturities and weighted average yields of our securities portfolio at June 30, 2017. Mortgage-backed securities are anticipated to be repaid in advance of their contractual maturities as a result of projected mortgage loan prepayments. The weighted average life of the mortgage-backed securities in our portfolio at June 30, 2017 was 4.4 years. One Year or Less Amortized Cost Weighted Average Yield More than One Year to Five Years More than Five Years to Ten Years Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield (Dollars in thousands) $ — 1,992 — — — —% $ — 4,238 5,613 563 7,535 1.23 — — — — 997 — 1.40 31,717 7,046 —% $ — —% 1.72 1.83 3.15 1.94 2.22 1.69 — 0.00 2.18 — 2.16 23,781 — 5,489 13,167 6,039 2.26 1.96 Securities available-for-sale: FHLMC common stock . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal securities SBA loan pools . . . . . . . . . . . . . . . . . . . CMOs . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed . . . . . . . . . . . . . . . . . . . . . . securities U.S. Government agency bonds . . . . . . . . Total available-for-sale . . . . . . . . . . . . . . . $2,989 1.29% $56,712 2.05% $48,476 2.17% 17 More than Ten Years Total Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield (Dollars in thousands) Securities available-for-sale: FHLMC common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 — Municipal securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,453 SBA loan pools . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CMOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed securities . . . . . . . U.S. Government agency bonds . . . . . . . . . . . . . . . . . . . . . . — — — — —% $ 20 —% — 2.51 — — — — 6,230 39,847 563 13,024 44,884 14,082 1.56 2.22 3.15 2.03 2.24 1.78 Total available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,473 2.51% $118,650 2.12% Sources of Funds General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also may use borrowings, primarily Federal Home Loan Bank of Atlanta advances, to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to investment manage the cost of funds. In addition, we receive funds from scheduled loan payments, maturities, loan prepayments, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition. Deposits. We accept deposits from Oconee County, South Carolina, and Stephens and Rabun Counties, Georgia and surrounding counties and townships. We offer a selection of deposit accounts, including demand accounts, NOW accounts, money market accounts, savings accounts, certificates of deposit and individual retirement accounts (“IRAs”). Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. We do not accept brokered deposits, although we have the authority to do so. We very rarely accept certificates of deposit in excess of $250 thousand or other deposits in excess of applicable FDIC insurance coverage, which is currently $250 thousand per depositor. Interest rates paid, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. We rely upon personalized customer service, long-standing relationships with customers, and the favorable image of Oconee Federal Savings and Loan Association in the community to attract and retain deposits. We also offer a fully functional electronic banking platform, including on-line bill pay, and mobile banking as services to our deposit customers. The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. Our ability to gather deposits is affected by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products. 18 The following table sets forth the distribution of total deposits by account type, at the dates indicated: NOW and demand deposits(1) . . . . . . . . . . Money market deposits . . . . . . . . . . . . . . Regular savings and other deposits . . . . . . Certificates of deposit – IRA . . . . . . . . . . Certificates of deposit – other . . . . . . . . . . 143,957 2017 At June 30, 2016 2015 Amount Percent Amount Percent Amount Percent (Dollars in thousands) $ 73,689 18.68% $ 72,201 18.07% $ 71,208 18.07% 88,376 28,903 59,580 22.40 7.33 15.10 36.49 74,774 28,677 62,111 161,871 18.71 7.18 15.54 40.50 17,514 48,821 66,670 189,880 4.44 12.39 16.92 48.18 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $394,505 100.00% $399,634 100.00% $394,093 100.00% (1) Includes noninterest bearing deposits of $32.0 million and $23.4 million at June 30, 2017 and 2016, respectively. As of June 30, 2017, the aggregate amount of our outstanding certificates of deposit in amounts greater than or equal to $250 thousand was approximately $11.5 million. The following table sets forth the maturity of these certificates of deposit as of June 30, 2017: June 30, 2017 Certificates of Deposit greater than or equal to $250 thousand (Dollars in thousands) Maturity Period: Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over three through six months . . . . . . . . . . . . . . . . . . . . . . . . Over six through twelve months . . . . . . . . . . . . . . . . . . . . . . . Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,652 1,850 1,808 5,158 $11,468 Borrowings. We may obtain advances from the Federal Home Loan Bank of Atlanta by pledging as security our capital stock in the Federal Home Loan Bank of Atlanta and certain of our mortgage loans and mortgage-backed securities. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. To the extent such borrowings have different repricing terms from our deposits, borrowings can change our interest rate risk profile. We had no borrowings from the Federal Home Loan Bank of Atlanta at June 30, 2017 and June 30, 2016. At June 30, 2017, we had access to Federal Home Loan Bank of Atlanta advances of up to $120.3 million. It is possible that we may use Federal Home Loan Bank of Atlanta advances or other short-term borrowings to fund loan demand or to purchase securities in the future. Subsidiary and Other Activities Oconee Federal Financial Corp. has no subsidiaries other than Oconee Federal Savings and Loan Association, and Oconee Federal Savings and Loan Association has no subsidiaries. Personnel As of June 30, 2017, we had 81 full-time employees. Our employees are not represented by any collective bargaining group. Management believes that we have good working relations with our employees. 19 FEDERAL AND STATE TAXATION Expense and Tax Allocation Oconee Federal Savings and Loan Association has entered into an agreement with Oconee Federal Financial Corp. and Oconee Federal, MHC to provide them with certain administrative support services for compensation not less than the fair market value of the services provided. In addition, Oconee Federal Savings and Loan Association and Oconee Federal Financial Corp. have entered into an agreement to establish a method for allocating and for reimbursing the payment of their consolidated tax liability. Federal Taxation General. Oconee Federal Financial Corp. and Oconee Federal Savings and Loan Association are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the tax rules applicable to Oconee Federal Financial Corp. or Oconee Federal Savings and Loan Association. Method of Accounting. For federal income tax purposes, Oconee Federal Savings and Loan Association currently reports its income and expenses on the accrual method of accounting and uses a tax year ending June 30 for filing its federal income tax returns. Bad Debt Reserves. Prior to the Small Business Protection Act of 1996 (the “1996 Act”), Oconee Federal Savings and Loan Association and similar savings institutions were permitted to establish reserves for bad debts and to make annual additions to the reserve using several methods. For taxable years beginning after 1995, savings institutions are permitted to compute their bad debt deductions only to the same extent that banks are permitted. Accordingly, “small” savings institutions with less than $500 million in assets may maintain a reserve using the experience method, and “large” savings institutions with more than $500 million in assets are required to use the specific charge-off method. Oconee Federal Savings and Loan Association currently has less than $500 million in assets and uses the experience method to determine its annual additions to its tax bad debt reserves. Under the experience method, a savings institution is allowed a deduction for amounts that it adds to its bad debt reserve in accordance with Internal Revenue Code Section 585. Instead of taking a direct deduction when a debt becomes worthless, the savings institution charges off the debt against its reserve. The determination of whether and when a debt becomes worthless is made in the same manner as under the specific charge-off method. The savings institution calculates its addition to its bad debt reserve at the end of each year. These additions are, within specified formula limits, deducted in arriving at taxable income. Pursuant to the 1996 Act, Oconee Federal Savings and Loan Association was required to recapture into taxable income a portion of its bad debt reserve. Savings institutions were required to recapture any reserves in excess of the amounts allowed except for reserves established after the end of the base year. For Oconee Federal Savings and Loan Association, the reserve balance as of June 30, 1987 is preserved and is referred to as the base year reserve. The experience method authorizes a savings institution to add to its reserve at least the amount required to maintain the reserve balance as it existed at the end of its base year, even if this addition causes the reserve to exceed the permissible level computed using the experience method alone. Taxable Distributions and Recapture. Prior to the 1996 Act, federal tax bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if the thrift institution failed to meet certain thrift asset and definitional tests. Federal legislation has eliminated these thrift-related recapture rules. At June 30, 2017, our total federal and South Carolina pre-1988 base year tax bad debt reserve was approximately $5.3 million. Under current law, pre-1988 federal base year reserves remain subject to recapture if a thrift institution makes certain non-dividend distributions, certain repurchases any of its stock, pays dividends in excess of tax earnings and profits, or ceases to maintain a thrift or bank charter. Alternative Minimum Tax. The Internal Revenue Code of 1986, as amended imposes an alternative minimum tax (“AMT”) at a rate of 20% on a base of regular taxable income plus certain tax preferences (“alternative minimum taxable income” or “AMTI”). The AMT is payable to the extent such AMTI is in excess of an exemption amount and the AMT exceeds the regular income tax. Net operating losses can offset no more than 90% of AMTI. Certain payments of AMT may be used as credits against regular tax 20 liabilities in future years. Oconee Federal Financial Corp. and Oconee Federal Savings and Loan Association have not been subject to the AMT and have no such amounts available as credits for carryover. Net Operating Loss Carryovers. A financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. A net operating loss carryforward of $375 thousand was acquired as part of a prior year acquisition. At June 30, 2017 and 2016, $323 thousand and $344 thousand, respectively, of this carryforward remained. Corporate Dividends-Received Deduction. Oconee Federal Financial Corp. may exclude from its income 100% of dividends received from Oconee Federal Savings and Loan Association as a member of the same affiliated group of corporations. The corporate dividends-received deduction is generally 80% in the case of dividends received from 20%-or-more-owned domestic corporations and 70% in the case of dividends received from less-than-20%-owned domestic corporations. State and Local Taxation State Taxation. Oconee Federal Financial Corp. files a South Carolina income tax return, and Oconee Federal Savings and Loan Association files South Carolina and Georgia income tax returns. State income tax rates are 4.5% to 6% in South Carolina and 6% in Georgia. For these purposes, state taxable income generally means federal taxable income subject to certain modifications, primarily the exclusion of interest income on United States obligations, state income tax deductions, and adjustments for bonus depreciation deductions. Oconee Federal Savings and Loan also files and pays business personal property tax and Business Occupation Tax in the state of Georgia. SUPERVISION AND REGULATION General As a federal savings association, Oconee Federal Savings and Loan Association is primarily subject to examination and regulation by the OCC and, secondarily, by the FDIC as deposit insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which Oconee Federal Savings and Loan Association may engage and is intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund, and not for the protection of security holders. Under this system of federal regulation, insured depository institutions are periodically examined to ensure that they satisfy applicable standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. Oconee Federal Savings and Loan Association also is regulated to a lesser extent by the Federal Reserve Board, which governs the reserves to be maintained against deposits and other matters. Oconee Federal Savings and Loan Association must comply with consumer protection regulations issued by the Consumer Financial Protection Bureau. Oconee Federal Savings and Loan Association also is a member of and owns stock in the Federal Home Loan Bank of Atlanta, which is one of the eleven regional banks in the Federal Home Loan Bank System. The OCC examines Oconee Federal Savings and Loan Association and prepares reports for the consideration of its Board of Directors on any operating deficiencies. Oconee Federal Savings and Loan Association’s relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a lesser extent, state law, especially in matters concerning the ownership of deposit accounts, the form and content of Oconee Federal Savings and Loan Association’s loan documents and certain consumer protection matters. As savings and loan holding companies, Oconee Federal Financial Corp. and Oconee Federal, MHC are subject to examination and supervision by, and are required to file certain reports with, the Federal Reserve Board. Set forth below are certain material regulatory requirements that are applicable to Oconee Federal Savings and Loan Association, Oconee Federal Financial Corp. and Oconee Federal, MHC. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on us. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on us and our operations. 21 Proposed Legislation — The Financial CHOICE Act of 2017 In June 2017, the U.S. House of Representatives passed the Financial CHOICE Act of 2017 (the “CHOICE Act”), which is intended to repeal or amend many of the provisions of the Dodd-Frank Act. The CHOICE Act contains a broad range of legislation that primarily affect larger banks. It also contains a range of provisions that would facilitate capital raising by community banks in both mutual and stock form, and simplify the regulation and examination of community banks and mutual holding companies. Significant provisions of the CHOICE Act, as it relates to community banks, include the following: (i) a bank of any size that maintains a leverage capital ratio of at least 10% may elect to be regulated as a “qualifying banking organization,” and thereby would be exempt from laws and regulations that address capital and liquidity requirements, capital distributions to stockholders, and the enhanced prudential standards of the Dodd-Frank Act including mandatory stress testing, resolution plans and short-term debt and leverage limit requirements, as well as other laws and regulations. Qualifying banking organizations would also be considered “well capitalized” for purposes of the prompt corrective action rules, restrictions on brokered deposits, restrictions on interstate branching and merger transactions, and other laws and regulations; (ii) the small bank holding company exemption would be increased from $1.0 billion to $10.0 billion; (iii) mutual and stock federal savings banks would be able to elect to exercise the same powers as national banks without converting charters; and (iv) the establishment of a safe-harbor from “ability to repay” requirements for mortgage loans held by a depository institution since their origination. With respect to SEC and corporate governance compliance, the CHOICE Act reverses a number of changes required by the Dodd-Frank Act. These include: prohibiting universal proxy ballots in proxy contests; modernizing stockholder proposal thresholds; repealing the requirement that publicly traded companies disclose the ratio of median employee versus chief executive officer pay; and increasing the exemption from complying with an outside auditor’s attestation of a company’s internal financial controls to issuers with market capitalizations of up to $500 million. Under the CHOICE Act, all federally-chartered mutual holding companies would be permitted to waive the receipt of dividends from their mid-tier holding company or savings bank subsidiaries without obtaining a member vote and without dilution to minority stockholders in the event the mutual holding company converts to stock form at a future date. Management believes that, if enacted, the CHOICE Act would provide substantial benefits to community banks and their holding companies. There can be no assurance, however, that the CHOICE Act or any of its provisions, will be enacted into law. Federal Banking Regulation Business Activities. A federal savings and loan association derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and the federal regulations thereunder. Under these laws and regulations, Oconee Federal Savings and Loan Association may invest in mortgage loans secured by residential and commercial real estate, commercial business and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. Oconee Federal Savings and Loan Association also may establish subsidiaries, including those that may engage in certain activities not otherwise permissible for Oconee Federal Savings and Loan Association, including real estate investment and securities and insurance brokerage. Capital Requirements. On January 1, 2015, the OCC and the other federal bank regulatory agencies made effective a final rule which revised 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 federal law. The revised requirements apply to all depository institutions and top-tier bank and savings and loan holding companies with total consolidated assets of $1 billion or more. The revised risk-based capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets of at least 4.5%, 6% and 8%, respectively. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined includes certain as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital 22 noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and for institutions, such as Oconee Federal Savings and Loan Association, that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income, up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In assessing an institution’s capital adequacy, the Federal Reserve takes into consideration, not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual associations where necessary. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented at 2.5% on January 1, 2019. Effective January 1, 2017, the capital conservation buffer was 1.25%. We have conducted an analysis of the application of these new capital requirements as of June 30, 2017. We have determined that we meet all of these new requirements, including the full 2.5% capital conservation buffer, as if these new requirements had been in effect on that date. Loans-to-One Borrower. Generally, a federal savings and loan association may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by specified readily marketable collateral, which does not include real estate. As of June 30, 2017, Oconee Federal Savings and Loan Association’s largest lending relationship with a single or related group of borrowers totaled $3.5 million, which represented 4.5% of unimpaired capital and surplus; therefore, Oconee Federal Savings and Loan Association was in compliance with the loans-to-one borrower limitations. Qualified Thrift Lender Test. As a federal savings and loan association, Oconee Federal Savings and Loan Association is subject to a qualified thrift lender, or “QTL” test. Under the QTL test, Oconee Federal Savings and Loan Association must either qualify as a “domestic building and loan association” within the meaning of Internal Revenue Code or maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgage loans and related investments, including mortgage-backed securities) in at least nine months of the most recent 12-month period. “Portfolio assets” generally means total assets of a savings institution, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings and loan association’s business. A savings and loan association that fails the qualified thrift lender test must operate under specified restrictions set forth in the Home Owners’ Loan Act. In addition, non-compliance with the QTL test is subject to agency enforcement action for a violation of law. At June 30, 2017, Oconee Federal Savings and Loan Association maintained approximately 78% of its portfolio assets in qualified thrift investments and, therefore, satisfied the QTL test. Capital Distributions. Federal regulations govern capital distributions by a federal savings and loan association, which include cash dividends, stock repurchases and other transactions charged to the savings and loan association’s capital account. A federal savings association must file an application with the OCC for approval of a capital distribution if: • the total capital distributions for the applicable calendar year exceed the sum of the association’s net income for that year to date plus the association’s retained net income for the preceding two years; 23 • • • the association would not be at least adequately capitalized following the distribution; the distribution would violate any applicable statute, regulation, agreement or regulatory-imposed condition; or the association is not eligible for expedited treatment of its application or notice filings. Even if an application is not otherwise required, every savings association that is a subsidiary of a holding company must still file a notice with the Federal Reserve Board at least 30 days before its board of directors declares a dividend. A notice or application for a capital distribution may be disapproved if: • • • the association would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statute, regulation or agreement. In addition, the Federal Deposit Insurance Act provides that an insured depository institution may not make any capital distribution, if after making such distribution, the institution would fail to meet any applicable regulatory capital requirement. In addition, Oconee Federal Savings and Loan Association’s ability to pay dividends is limited if Oconee Federal Savings and Loan Association does not have the capital conservation buffer required by the new capital rules, which may limit the ability of Oconee Federal Financial Corp. to pay dividends to its stockholders. See “Capital Requirements” above. Liquidity. A federal savings and loan association is required to maintain a sufficient amount of liquid assets to ensure its safe and sound operation. We seek to maintain a ratio of liquid assets not subject to pledge as a percentage of deposits and borrowings of 4.0% or greater of highly liquid assets. At June 30, 2017, this ratio was 33.2%. Total cash and cash equivalents was 5.2% of total deposits at June 30, 2017. their communities, Community Reinvestment Act and Fair Lending Laws. All federal savings and loan associations have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of including low- and moderate-income borrowers. An association’s record of compliance with the Community Reinvestment Act is assessed in regulatory examinations. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An association’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications, such as branches or mergers, or in restrictions on its activities. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by regulators and the Department of Justice. Oconee Federal Savings and Loan Association received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination. Transactions with Related Parties. A federal savings and loan association’s authority to engage in transactions with its “affiliates” is limited by OCC regulations and the Federal Reserve Act and its implementing, regulations. The term “affiliate” for these purposes generally means any company that controls, is controlled by, or is under common control with an insured depository institution such as Oconee Federal Savings and Loan Association. Oconee Federal Financial Corp. and Oconee Federal, MHC are affiliates of Oconee Federal Savings and Loan Association. In general, transactions with affiliates must be on terms that are as favorable to the savings and loan association as comparable transactions with non-affiliates and are subject to certain quantitative limits and collateral requirements. In addition, savings and loan associations are prohibited from lending to any affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Transactions with affiliates also must be consistent with safe and sound banking practices and not involve the purchase of low-quality assets. Oconee Federal Savings and Loan Association’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is governed by the requirements of the Federal Reserve Act and related regulations. Among other things, those provisions require that extensions of credit to insiders: 24 • • be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features (subject to certain exemptions for lending programs that are available to all employees); and not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Oconee Federal Savings and Loan Association’s capital. In addition, Oconee Federal Savings and Loan Association’s board of directors must approve extensions of credit in excess of certain limits. Enforcement. The OCC has primary enforcement responsibility over federal savings and loan associations, including the authority to bring enforcement action against all “institution-affiliated parties,” including stockholders, and attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action 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 of the institution, receivership, conservatorship or the termination of deposit insurance. Civil penalties cover a wide range of violations and actions, and range up to $25 thousand per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The FDIC also has the authority to terminate deposit insurance or to recommend to the OCC that enforcement action be taken with respect to a particular savings institution. If the OCC does not take action, the FDIC has authority to take action under specified circumstances. Standards for Safety and Soundness. The federal banking agencies have adopted Interagency Guidelines Prescribing Standards for Safety and Soundness to implement the safety and soundness standards required under federal law. These standards relate to, among other things, internal controls, information security systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, and other operational and managerial standards as the agency deems appropriate. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties. Prompt Corrective Action Regulations. Under the prompt corrective action regulations, the regulators are authorized and, under certain circumstances, required to take supervisory actions against undercapitalized savings and loan associations. For this purpose, a savings and loan association is placed in one of five categories based on the association’s capital. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits. If an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, an institution that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in 25 the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized institution’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” institutions must comply with one or more of a number of additional restrictions. “Critically undercapitalized” institutions are then subject to additional measures. At June 30, 2017, Oconee Federal Savings and Loan Association met the criteria for being considered “well-capitalized.” Insurance of Deposit Accounts. Deposit accounts in Oconee Federal Savings and Loan Association are insured by the FDIC’s Deposit Insurance Fund, generally up to a maximum of $250 thousand per separately insured depositor and up to a maximum of $250 thousand for self-directed retirement accounts. The FDIC assesses insured depository institutions to maintain the Deposit Insurance Fund. No institution may pay a dividend if in default of its deposit insurance assessment. Under the FDIC’s risk-based assessment system, insured institutions are assessed based on perceived risk to the Deposit Insurance Fund. The range of assessments for banks of less than $10 billion in assets is 11∕2 basis points to 30 basis points of total assets less tangible capital, effective July 1, 2016. Risk categories are based upon a combination of examination ratings and financial modeling designed to estimate the probability that an institution fails over a three year period. In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. For the quarter ended June 30, 2017, the annualized FICO assessment rate equaled 0.54 basis points of total assets less tier 1 capital. The bonds issued by the FICO are due to mature in 2017 through 2019. The FDIC has the authority to increase insurance assessments. A material increase would likely have an adverse effect on the operating expenses and results of operations of Oconee Federal Savings and Loan Association. Management cannot predict what insurance assessment rates will be in the future. Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance. Federal Home Loan Bank System. Oconee Federal Savings and Loan Association is a member of the Federal Home Loan Bank System, which consists of eleven regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the Federal Home Loan Bank of Atlanta, Oconee Federal Savings and Loan Association is required to acquire and hold shares of capital stock in the Federal Home Loan Bank. As of June 30, 2017, Oconee Federal Savings and Loan Association was in compliance with this requirement. Other Regulations Interest and other charges collected or contracted for by Oconee Federal Savings and Loan Association are subject to state usury laws and federal laws concerning interest rates. Oconee Federal Savings and Loan Association’s operations are also subject to federal laws (and regulations) applicable to credit transactions, such as the: • • Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for 26 one-to-four family residential real estate receive various disclosures, including good faith estimates lender servicing and escrow account practices, and prohibiting certain of settlement costs, practices that increase the cost of settlement services; Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and Truth in Savings Act. • • • • The operations of Oconee Federal Savings and Loan Association also are subject to the: • • • • • 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; 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; 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; The USA PATRIOT Act, which requires savings and loan associations to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Holding Company Regulation General. Oconee Federal, MHC and Oconee Federal Financial Corp. are non-diversified savings and loan holding companies within the meaning of the federal law. As such, Oconee Federal, MHC and Oconee Federal Financial Corp. are registered savings and loan holding companies and are subject to regulation, examinations, supervision by and reporting to the Federal Reserve Board. In addition, the Federal Reserve Board has enforcement authority over Oconee Federal Financial Corp. and Oconee Federal, MHC, and their non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to Oconee Federal Savings and Loan Association. Permitted Activities. The business activities of savings and loan holding companies are generally limited to those activities permissible for financial holding companies under the Bank Holding Company Act of 1956, provided certain conditions are met and financial holding company status is selected, or for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under the Bank Holding Company Act, subject to regulatory approval, and certain additional activities authorized by federal regulations. Federal law prohibits a savings and loan holding company, including Oconee Federal Financial Corp. and Oconee Federal, MHC, directly or indirectly, or through one or more subsidiaries, from acquiring another savings institution or holding company thereof, without prior regulatory approval. It also prohibits the 27 acquisition or retention of, with certain exceptions, more than 5% of a class of voting stock of a nonsubsidiary savings institution, a nonsubsidiary holding company, or a nonsubsidiary company engaged in activities other than those permitted for a savings and loan holding company; or acquiring or retaining control of an institution that is not federally insured. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board evaluates such factors as the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the Deposit Insurance Fund, the convenience and needs of the community and competitive factors. No acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state may be approved, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies, and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions. Capital. Savings and loan holding companies historically have not been subject to consolidated regulatory capital requirements. The Dodd-Frank Act, however, required the Federal Reserve Board to establish for all depository institution holding companies minimum consolidated capital requirements that are as stringent as those required for the insured depository subsidiaries. The final capital rule discussed above implemented the consolidated capital requirements for savings and loan holding companies, effective January 1, 2015. However, holding companies with less than $1 billion of total consolidated assets (which currently includes the Company) are exempted from the consolidated capital requirements unless otherwise advised by the Federal Reserve Board. Source of Strength. Federal law extends the “source of strength” doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations requiring that all savings and loan holding companies serve as a source of managerial and financial strength to their subsidiary savings associations by providing capital, liquidity and other support in times of financial stress. Dividends. The Federal Reserve Board has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies and savings and loan holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate or earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a savings and loan holding company to pay dividends may be restricted if a subsidiary savings association becomes undercapitalized. The policy statement also states that a savings and loan holding company should inform the Federal Reserve Board supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the savings and loan 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. These regulatory policies may affect the ability of Oconee Federal Financial Corp. to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions. The level of any dividends that may be paid by Oconee Federal Financial Corp. will also be affected by the ability of Oconee Federal, MHC to waive the receipt of dividends. Waivers of Dividends by Oconee Federal, MHC. Oconee Federal Financial Corp. may pay dividends on its common stock to public shareholders. If it does, it is also required to pay dividends to Oconee Federal, MHC, unless Oconee Federal, MHC elects to waive the receipt of dividends. Under federal law, Oconee Federal, MHC must receive the approval of the Federal Reserve Board before it may waive the receipt of any dividends from Oconee Federal Financial Corp. The Federal Reserve Board has issued an interim final including rule providing that circumstances where the waiver is not detrimental to the safe and sound operation of the savings association and a majority of the mutual holding company’s members have approved the waiver of to dividend waivers under certain circumstances, it will not object 28 dividends by the mutual holding company within the previous twelve months. There can be no assurance that a particular dividend waiver request would be approved by the Federal Reserve Board. In addition, any dividends waived by Oconee Federal, MHC must be considered in determining an appropriate exchange ratio in the event of a conversion of the mutual holding company to stock form. Conversion of Mutual Holding Company to Stock Form. Federal regulations permit a mutual holding company to convert from the mutual form of organization to the capital stock form of organization (a “Conversion Transaction”). In a Conversion Transaction a new holding company would be formed as the successor to Oconee Federal Financial Corp. (the “New Holding Company”), Oconee Federal, MHC’s corporate existence would end, and certain depositors of Oconee Federal Savings and Loan Association would receive the right to subscribe for additional shares of the New Holding Company. There can be no assurance that such a conversion transaction will occur. Acquisition. 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. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the company’s outstanding voting stock, unless the Federal Reserve Board has found that the acquisition will not result in control of the company. A change in control definitively occurs upon the acquisition of 25% or more of the company’s outstanding voting stock. Under the Change in Bank 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 competitive effects of the acquisition. Federal Securities Laws Oconee Federal Financial Corp.’s common stock is registered with the Securities and Exchange Commission. Oconee Federal Financial Corp. is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934. Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting. ITEM 1A. Risk Factors Disclosures of risk factors are not required by smaller reporting companies, such as the Company. ITEM 1B. Unresolved Staff Comments None. 29 ITEM 2. Properties As of June 30, 2017, the net book value of our properties was $6.2 million. The following is a list of our offices: Location Main Office 115 E. North 2nd St. Seneca, South Carolina Main Office Annex 201 E. North 2nd St. Seneca, South Carolina Branch Office Branch Office 813 123 By-Pass Seneca, South Carolina 204 W. North Broad St. Branch Office 111 W. Windsor St. Walhalla, South Carolina Westminster, South Carolina Year Acquired Square Footage Net Book Value of Real Property (Dollars in thousands) Owned Owned Owned Owned 1966 1996 1985 1973 7,000 $ 799 7,500 5,250 3,100 597 481 355 Owned 1972 3,200 245 Branch Office Branch Office Branch Office 2859 Highway 17 Alternate Toccoa, Georgia Owned 2014 17,007 2,434 12 East Doyle St. Toccoa, Georgia 221 Highway 76 East Clayton, Georgia Owned Owned 2014 2014 5,548 5,851 791 460 $6,162 We also have a loan production office in both Clemson and Greer, South Carolina. We believe that current facilities are adequate to meet our present and foreseeable needs, subject to possible future expansion. ITEM 3. Legal Proceedings We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Periodically, there have been claims involving Oconee Federal Savings and Loan Association, such as claims to enforce liens, condemnation proceedings on properties in which we hold a security interest, claims involving the making and servicing of real property loans and other issues incidental to our business. At June 30, 2017, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations. ITEM 4. Mine Safety Disclosures Not applicable. 30 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market. Our common stock is listed on the Nasdaq Capital Market under the symbol “OFED.” The approximate number of holders of record of our common stock as of September 15, 2017 was 310. Certain shares of our common stock are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. The following table sets forth, for the periods indicated, the high and low sales prices per share for the common stock as reported on the Nasdaq Capital Market and the cash dividends declared per common share, for the periods shown: High Low Dividends Quarter ended June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29.00 $24.56 Quarter ended March 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25.75 $21.55 Quarter ended December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24.25 $20.90 Quarter ended September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23.99 $19.25 Quarter ended June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter ended September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.75 $20.49 $20.00 $20.00 $18.53 $18.21 $17.95 $17.01 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 Dividends. We are generally permitted to pay dividends on our common stock if, after giving effect to the distribution, we would be able to pay our indebtedness as the indebtedness comes due in the usual course of business and our total assets exceed the sum of our liabilities and the amount needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any holders of capital stock who have a preference in the event of dissolution. The holders of our common stock are entitled to receive and share equally in dividends as may be declared by our board of directors out of funds legally available therefore. If we issue shares of preferred stock, the holders thereof may have a priority over the holders of our common stock with respect to dividends. The dividend rate and the continued payment of dividends will depend upon our board of directors’ consideration of a number of factors, including investment opportunities available to us, capital requirements, our financial condition and results of operations, and statutory and regulatory limitations, tax considerations and general economic conditions. There can be no assurance that our quarterly cash dividend will not be reduced or eliminated in future periods. Dividend payments by Oconee Federal Financial Corp. are dependent primarily on dividends it receives from Oconee Federal Savings and Loan Association, because Oconee Federal Financial Corp. has no source of income other than dividends from Oconee Federal Savings and Loan Association, earnings from the investments by Oconee Federal Financial Corp. and interest payments with respect to its loan to the Employee Stock Ownership Plan. Oconee Federal Savings and Loan Association is not permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. In addition, if a 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, it will be prohibited from making capital distributions. The capital conservation buffer requirement began being phased in on January 1, 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented at 2.5% on January 1, 2019. For information concerning additional federal laws and regulations regarding the ability of Oconee Federal Savings and Loan Association to make capital distributions, including the payment of dividends to Oconee Federal Financial Corp., see “Supervision and Regulation — Federal Banking Regulation” and “— Holding Company Regulation.” When Oconee Federal Financial Corp. pays dividends on its common stock to public shareholders, it will also be required to pay dividends to Oconee Federal, MHC, unless Oconee Federal, MHC elects to, and is permitted to, waive the receipt of dividends. There can be no assurance that a dividend waiver request would be approved by the Federal Reserve Board. 31 Equity Compensation Plans. At June 30, 2017, there were no compensation plans under which equity securities of Oconee Federal Financial Corp. were authorized for issuance other than the Employee Stock Ownership Plan and the Equity Incentive Plan. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Issuer Repurchases. On November 24, 2015, the Board of Directors authorized the repurchase of up to 175,000 shares of the Company’s common stock, terminating the previous authorization on June 19, 2013 to repurchase 150,000 shares. The repurchase authorization has no expiration date. In connection with this repurchase authorization, the Company has purchased a total of 116,446 shares of its common stock. During the three months ended June 30, 2017, the Company repurchased the following shares: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Share Purchased as Part of Publicly Announced Plan Approximate Maximum Dollar Value or Number of Shares That May Yet be Purchased Under Publicly Announced Plan April 1 – April 30, 2017 . . . . . . . . . . . May 1 – May 31, 2017 . . . . . . . . . . . . June 1 – June 30, 2017 . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . — — 9,833 9,833 $ — — 28.06 $28.06 — —(1) 9,833(1) 9,833 68,387 68,387(2) 58,554(2) (1) All shares were purchased pursuant to a publicly announced repurchase program that was approved by the Board of Directors on November 24, 2015. (2) Represents the maximum number of shares available for repurchase under the November 24, 2015 plan at June 30, 2017. Sales of Unregistered Securities. During the year ended June 30, 2017, we did not offer or sell any unregistered securities. ITEM 6. Selected Financial Data Financial condition data: Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . Loans receivable, net . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . Operating data: Interest and dividend income . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . Noninterest income . . . . . . . . . . . . . . . . . . . . Noninterest expenses . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . At or For the Year Ended June 30, 2017 2016 2015 2014 2013 (Dollars in thousands) $481,317 118,334 306,542 394,505 85,961 $ 17,154 1,324 15,830 203 2,126 10,750 7,003 1,478 5,525 $ $485,640 132,084 291,141 399,634 85,401 $ 17,755 1,189 16,566 451 2,643 11,480 7,278 2,032 5,246 $ $475,344 111,167 308,259 394,093 80,790 $ 16,185 1,229 14,956 195 1,398 8,957 7,202 2,690 4,512 $ $360,501 103,806 229,931 281,015 76,981 $ 12,976 1,480 11,496 108 608 6,307 5,689 2,050 3,639 $ $370,095 96,024 221,163 292,422 76,162 $ 13,992 2,174 11,818 260 410 5,496 6,472 2,432 4,040 $ Basic net income per share . . . . . . . . . . . . . . . Diluted net income per share . . . . . . . . . . . . . . $ $ 0.97 0.95 $ $ 0.91 0.90 $ $ 0.79 0.78 $ $ 0.64 0.64 $ $ 0.67 0.67 32 For the Years Ended June 30, 2017 2016 2015 2014 2013 Performance ratios: Return on average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15% 1.09% 1.04% 1.00% 1.08% Return on average equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate spread(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest margin(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest expense to average assets . . . . . . . . . . . . . . . . . . . . Efficiency ratio(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average interest-earning assets to average interest-bearing 6.84 3.52 3.58 6.31 3.72 3.77 5.64 3.66 3.73 4.78 3.20 3.30 5.00 3.10 3.25 2.23 60.30 2.39 60.16 2.07 55.33 1.74 53.13 1.46 45.44 liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.19x 1.18x 1.20x 1.24x 1.26x End of year equity to average assets . . . . . . . . . . . . . . . . . . . . . 17.83% 17.78% 18.61% 21.22% 20.30% Average equity to average assets . . . . . . . . . . . . . . . . . . . . . . . . 16.75 17.29 18.44 20.98 21.54 Capital ratios: Total capital to risk weighted assets . . . . . . . . . . . . . . . . . . . . . . 32.46% 31.00% 32.28% 42.31% 44.29% Common equity tier 1 capital to risk weighted assets . . . . . . . . . . Tier I capital to risk weighted assets . . . . . . . . . . . . . . . . . . . . . Tier I capital to adjusted total assets . . . . . . . . . . . . . . . . . . . . . Asset quality ratios: Allowance for loan losses as a percentage of total loans . . . . . . . . Allowance for loan losses as a percentage of nonperforming loans Allowance for loan losses as a percentage of nonperforming assets Net charge-offs to average outstanding loans during the period . . Nonperforming loans as a percentage of total loans . . . . . . . . . . Nonperforming assets as a percentage of total assets . . . . . . . . . . Nonperforming assets as a percentage of loans and real estate 32.00 32.00 15.90 30.59 30.59 15.40 31.82 N/A N/A 43.83 41.73 31.82 19.62 19.61 15.39 0.33% 0.32% 0.32% 0.37% 0.34% 29.17 23.37 0.04 1.13 0.90 37.81 24.76 0.16 0.89 0.82 24.54 18.04 0.18 1.29 1.05 51.91 35.76 0.00 0.71 0.66 24.13 16.08 0.01 1.35 1.32 owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.41 1.74 2.01 1.03 1.35 Other: Number of full-service branch offices . . . . . . . . . . . . . . . . . . . . 7 7 7 4 4 (1) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of interest-bearing liabilities. (2) Represents net interest income as a percent of average interest-earning assets. (3) Represents noninterest expense divided by the sum of net interest income and noninterest income, excluding gains or losses on the sale of securities. ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Oconee Federal Savings and Loan Association has historically operated as a traditional thrift institution headquartered in Seneca, South Carolina. Our principal business consists of attracting retail deposits from the general public in our market area and investing those deposits, together with funds generated from operations, in one-to-four family residential mortgage loans and, to a much lesser extent, nonresidential mortgage, construction and land and other loans. We also invest in U.S. Government and federal agency securities, mortgage-backed securities and municipal securities. Our revenues are derived principally from the interest on loans and securities and loan fees and service charges. Our primary sources of funds are deposits and principal and interest payments on loans and securities. At June 30, 2017, we had total assets of $481.3 million, total deposits of $394.5 million and total equity of $86.0 million. 33 A significant majority of our assets consist of long-term, fixed-rate residential mortgage loans and, to a much lesser extent, investment-quality securities, which we have funded primarily with deposit accounts and the repayment of existing loans. We generally do not rely on outside borrowings. Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of investment securities (including U.S. Government and federal agency securities, mortgage-backed securities and municipal securities) and other interest-earning assets, primarily interest-earning deposits at other financial institutions, and the interest paid on our interest-bearing liabilities, consisting primarily of savings and transaction accounts and certificates of deposit. Our results of operations also are affected by our provisions for loan losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of service charges on deposit accounts and miscellaneous other income. Noninterest expense currently consists primarily of compensation and employee benefits, occupancy and equipment expenses, data processing, professional and supervisory fees, office expense, provision for real estate owned and related expenses, and other operating expenses. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities. loans, Other than our loans for the construction of one-to-four family residential mortgage loans, we do not offer “interest only” mortgage loans on one-to-four family residential properties (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on his or her loan, resulting in an increased principal balance during the life of the loan. We do not offer “subprime loans” (loans that generally target borrowers with weakened judgments, credit histories typically characterized by payment delinquencies, previous charge-offs, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans. Critical Accounting Policies We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. Additional discussions of these policies are discussed in Note 1 “Summary of Significant Accounting Policies” to the accompanying Consolidated Financial Statements contained in Item 8. We consider the following to be our critical accounting policies: Allowance for Loan Losses. Our allowance for loan losses is the estimated amount considered necessary to reflect probable losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged against income. In determining the allowance for loan losses, management makes significant estimates and judgments, which to some extent involve assumptions about borrowers’ abilities to continue to make future principal and interest payments. These estimates and judgments involve a high degree of judgment and subjectivity and are based on facts and circumstances that existed at the date in which the allowance is determined. Changes in the macro and micro economic environment can have a significant impact on these estimates and judgments in the future that could result in changes to the allowance for loan losses. Integral to our allowance methodology is the use of a loan grading system whereby all loans are assigned a grade based on the risk profile of each loan. Loan grades are initially assigned at origination and are routinely evaluated to determine if grades need to be changed. Through our internal credit review function, ongoing credit monitoring, and continuous review of past due trends, loan grades are adjusted by management either to respond to improvements in or deterioration of credit. Loan grades are determined based on an evaluation of relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The allowance methodology consists of two parts: an evaluation of loss for specific loans and an evaluation of loss for homogenous pools of loans, commonly referred to as the specific and general valuation allowance. Certain loans exhibiting signs of potential credit weakness are evaluated individually for impairment. A loan is considered to be impaired if it is probable that we will not receive substantially all 34 contractual principal and interest payments. The amount of impairment, or specific valuation allowance, is measured by a comparison of the present value of expected future cash flows less selling expenses to the loan’s carrying value, or in the case of collateral dependent loans a comparison to the fair value of the collateral less selling costs. To the extent the carrying value of the loan exceeds the present value of a loan’s expected cash flows less selling expenses, a specific allowance is recorded. If the carrying value is less than the present value of the impaired loan’s expected future cash flows, no specific allowance is recorded however the loan is not included in the determination of the general valuation allowance. As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans. The general valuation allowance is determined for loans not determined to be impaired. We segregate our loan portfolio into portfolio segments. These portfolio segments share common characteristics such as the type of loan, its purpose, its underlying collateral, and other risk characteristics. Once segregated, these loans are further segregated by loan grade. To calculate the allowance by grade, we apply internally developed loss factors comprised of both quantitative and qualitative considerations. We estimate our loss factors by taking into consideration both quantitative and qualitative aspects that would affect our estimation of probable incurred losses. These aspects include, but are not limited to historical charge-offs; loan delinquencies and foreclosure trends; current economic trends and demographic data within our market area, such as unemployment rates and population trends; current trends in real estate values; charge-off trends of other comparable institutions; the results of any internal loan reviews; loan-to-value ratios; our historically conservative credit risk policy; the strength of our underwriting and ongoing credit monitoring function; and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions. Actual loan losses may be significantly more than the allowance for loan losses we have established, which could have a material negative effect on our financial results. See Note 1 “Summary of Significant Accounting Policies” and Note 4 “Loans” to the accompanying Consolidated Financial Statements contained in Item 8 for additional discussion on the allowance for loan losses. Business Combinations. Business combinations are accounted for using the acquisition method of accounting. As such, assets acquired, including identified intangible assets, and liabilities assumed are recorded at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective. Identified intangible assets are amortized based upon the estimated economic benefits to be received, which is also subjective. Management will review identified intangible assets for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in which case an impairment charge would be recorded. Goodwill is subject to impairment testing on at least an annual basis. In addition, goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Our reporting unit for purposes of testing our goodwill for impairment is our banking operations unit, which contains all other activities performed by the Company. Valuation of Goodwill. The testing for impairment of goodwill is a two-step process. The first step in testing for impairment is to determine the fair value of our reporting unit and compare that fair value with the carrying value of the reporting unit (including goodwill.) If the fair value of the reporting unit exceeds the carrying value, the second step is not necessary and goodwill is deemed not to be impaired. If the fair value of the reporting unit is less than the carrying value, the Company must estimate a hypothetical purchase price for the reporting unit (representing the unit’s fair value) and then compare that hypothetical purchase price with the fair value of the unit’s net assets (excluding goodwill). Any excess of the estimated 35 purchase price over the fair value of the reporting unit’s net assets represents the implied fair value of goodwill. An impairment loss would be recognized as a charge to earnings if the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill. Our annual impairment evaluation is May of each year. Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. Real Estate Owned Valuation. Real estate acquired through loan foreclosure is carried at the lower of carrying amount or fair value less estimated costs to sell. Any initial losses at the time of foreclosure are charged against the allowance for loan losses. Valuation of these assets are periodically reviewed by management with the carrying value of such assets adjusted through noninterest expense to the then estimated fair value, net of estimated selling costs, if lower, until disposition. Fair values of real estate owned are generally based on third party appraisals or other valuations of the property. Business Strategy We have continued our primarily focus on the execution of our community oriented retail banking strategy. Highlights of our current business strategy include the following: • Continue to Focus on Residential Lending. We have been and will continue to be primarily a one-to-four family residential mortgage lender for borrowers in our market area. As of June 30, 2017, $260.1 million, or 84.6%, of our total loan portfolio consisted of one-to-four family residential mortgage loans (including home equity loans). In the future, we may gradually increase our residential construction and home equity loan portfolios. • Maintain a Modest Portfolio of Nonresidential Real Estate Loans. We have historically maintained a small portfolio of nonresidential real estate loans. Our nonresidential real estate loans were $18.9 million, or 6.2% of our total loan portfolio at June 30, 2017. We plan to increase our efforts toward more nonresidential real estate lending in the future in an effort to increase our loan portfolio yields and to better manage our interest rate risk. • Manage Interest Rate Risk While Maintaining or Enhancing, to the Extent Practicable, our Net Interest Margin. Subject to market conditions, we have sought to enhance net interest income by emphasizing controls on the cost of funds, particularly on the deposit products that we offer, rather than attempting to maximize asset yields, as loans with high yields often involve greater credit risk and may be repaid during periods of decreasing market interest rates. In addition, in view of our strong capital position, from time to time, we place more emphasis on enhancing our net interest income than on limiting our interest rate risk. • • Rely on Community Orientation and High Quality Service to Maintain and Build a Loyal Local Customer Base and Maintain our Status as an Independent Community-Based Institution. We were established in 1924 and have been operating continuously in Oconee County since that time. By using our recognized brand name and the goodwill developed over years of providing timely, efficient banking services, we have been able to attract a solid base of local retail customers on which to continue to build our banking business. We have historically focused on promoting relationships within our community rather than specific banking products, and we expect to continue to build our customer base by relying on customer referrals and referrals from local builders and realtors. We extend this strategy to the Rabun and Stephens counties as well. Adhere to Conservative Underwriting Guidelines to Maintain Strong Asset Quality. We have emphasized maintaining strong asset quality by following conservative underwriting guidelines, sound loan administration, and focusing on loans secured by real estate located within our market 36 area only. Our nonperforming assets totaled $4.3 million, or 0.9% of total assets at June 30, 2017. loan Our total nonperforming loans to total delinquencies, 30 days or more past due, as of June 30, 2017, were $9.1 million, or 3.0% of total loans. A prior year acquisition of Stephens Federal resulted in increases to nonperforming assets and delinquencies compared to periods prior to the acquisition; however, these have subsequently declined. loans ratio was 1.1% at June 30, 2017. Total Comparison of Financial Condition at June 30, 2017 and June 30, 2016 Our total assets decreased by $4.3 million, or 0.9%, to $481.3 million at June 30, 2017 from $485.6 million at June 30, 2016. Securities available-for-sale decreased $13.8 million from June 30, 2016 to June 30, 2017. Total gross loans increased to $307.6 million at June 30, 2017 from $292.1 million at June 30, 2016. The majority of the increase was in our one-to-four family loans, which increased by $19.0 million, or 7.9%, to $260.1 million at June 30, 2017 from $241.1 million at June 30, 2016. Loan growth was funded by liquidation of securities available-for-sale and interest earning deposits. Our total deposits decreased to $394.5 million at June 30, 2017 from $399.6 million at June 30, 2016. We believe that the sustained low interest rate environment has prompted many depositors to move their funds to the stock market seeking higher yielding investments. We generally do not accept brokered deposits and no brokered deposits were accepted during the year ended June 30, 2017. Our total cash and deposit balance includes the deposits of Oconee Federal, MHC. We had no advances from the Federal Home Loan Bank of Atlanta as of June 30, 2017 and 2016. We had credit available under a loan agreement with the Federal Home Loan Bank of Atlanta in the amount of 25% of total assets, or approximately $120.3 million at June 30, 2017. We had credit available under a loan agreement with the Federal Home Loan Bank of Atlanta in the amount of 11% of total assets, or approximately $53.2 million at June 30, 2016. This amount increased to 25% of total assets subsequent to June 30, 2016 due to the new credit policies of the Federal Home Loan Bank of Atlanta. Our total stockholders’ equity increased $560 thousand to $86.0 million at June 30, 2017 from $85.4 million at June 30, 2016. The increase is primarily the result of net income for the year ended June 30, 2017 of $5.5 million and the $496 thousand in ESOP shares earned and $256 thousand in recognition of compensation expense associated with our equity incentive plans, all of which increased equity. These increases were offset by a decrease in unrealized gains on our available-for-sale securities of $2.0 million, which is included net of tax in accumulated other comprehensive income; dividend payments of $2.3 million and the repurchases of 65,214 shares of stock for $1.5 million. Comparison of Operating Results for the Years Ended June 30, 2017 and June 30, 2016 General. Net income increased by $279 thousand, or 5.3%, to $5.5 million for the year ended June 30, 2017 from $5.2 million for the year ended June 30, 2016. The increase in net income was the result of a decrease in noninterest expense of $730 thousand, or 6.4%, from $11.5 million to $10.8 million and a decrease in tax expense of $554 thousand, or 27.3%. These decreases in expenses were offset by a decrease in net interest income before the provision for loan losses of $736 thousand, or 4.4%, and a decrease in noninterest income of $517 thousand, or 19.6%. Interest Income. Interest income decreased by $601 thousand, or 3.4%, to $17.2 million for the year ended June 30, 2017 from $17.8 million for the year ended June 30, 2016. The decrease was primarily the result of a lower average yield on loans during the year ended June 30, 2017 as compared to the year ended June 30, 2016. The average balance of interest-earning assets increased to $442.4 million for the year ended June 30, 2017 from $439.2 million for the year ended June 30, 2016. The average yield on interest-earning assets decreased to 3.88% for the year ended June 30, 2017 from 4.04% for the year ended June 30, 2016. Interest income on loans decreased $744 thousand, or 4.8%, to $14.6 million for the year ended June 30, 2017 from $15.4 million for the year ended June 30, 2016. The average balance of our loans increased to $300.6 million for the year ended June 30, 2017 from $297.9 million for the year ended June 30, 2016. The average yield was 4.87% for the year ended June 30, 2017 compared to 5.16% for the year ended June 30, 2016, a result of the reducing balances of older higher yielding loans. 37 Interest income on investment securities increased $78 thousand, or 3.5%, to $2.33 million for the year ended June 30, 2017 from $2.25 million for the year ended June 30, 2016, reflecting an increase of $2.4 million, or 2.0%, in the average balances of securities to $123.9 million from $121.5 million for the years ended June 30, 2017 and 2016 and an increase in the total average yield of our investment securities of three basis points to 1.88% from 1.85%. The increase in average balances of our investment securities is reflective of our efforts to continue to invest in high-quality investment securities to efficiently leverage our capital. Additionally, we continue to shift more of our investment portfolio into high-quality, higher yielding municipal securities, which helps to reduce our overall tax liability. Interest Expense. Interest expense increased to $135 thousand, or 11.4%, to $1.3 million for the year ended June 30, 2017 from $1.2 million for the year ended June 30, 2016. The average rate paid on interest bearing deposits increased four basis points in fiscal year 2017 to 0.36% from 0.32% for fiscal year 2016. The increase in the average rate paid on deposits was offset by the decrease in the average balance of deposits of $2.4 million, or 0.7%, to $370.8 million for the year ended June 30, 2017 from $373.2 million for the year ended June 30, 2016. Interest expense on money market deposits increased $99 thousand as the cost of these deposits decreased five basis points from 0.41% for the year ended June 30, 2016 to 0.36% for the year ended June 30, 2017. The average balance of money market deposits increased from $47.6 million to $81.8 million for the same period. The increases resulted from continued success of a money market campaign started during the year ended June 30, 2016. Interest expense on NOW and demand deposits and regular savings and other deposits increased by $33 thousand to $101 thousand for the year ended June 30, 2017 from $68 thousand for the year ended June 30, 2016. The increase in interest expense on these deposits was largely attributable to the increase in the average cost on these deposits to 0.13% from 0.08%, offset by a 12.2 million decrease in deposits. Net Interest Income. Net interest income decreased by $736 thousand, or 4.4%, to $15.8 million for the year ended June 30, 2017 compared to $16.6 million for fiscal 2016. Net interest margin for the year ended June 30, 2017 was 3.58%, down 19 basis points from 3.77% for the year ended June 30, 2016. This decrease in net interest margin was reflective of the decrease in our average yield on interest earning assets to 3.88% for the year ended June 30, 2017 from 4.04% for the year ended June 30, 2016 and the increase in the average cost of funds to 0.36% for the year ended June 30, 2017 from 0.32% for the year ended June 30, 2016. Provision for Loan Losses. We recorded a provision for loan losses of $203 thousand for the year ended June 30, 2017 compared with a provision of $451 thousand for the year ended June 30, 2016. Net charge-offs for the year ended June 30, 2017 were $109 thousand. Net charge-offs for the year ended June 30, 2016 were $537 thousand. The general valuation allowance increased and the specific valuation decreased from June 30, 2016 to June 30, 2017. However the allowance as a percentage of total loans remained stable and only increased by one basis point, from 0.32% on June 30, 2016, to 0.33% on June 30, 2017. At June 30, 2017, impaired loans totaled $3.7 million compared to $5.4 million at June 30, 2016. Our ratio of nonperforming loans to total loans decreased to 1.1% at June 30, 2017 from 1.3% at June 30, 2016, and our ratio of nonperforming assets to total assets decreased to 0.9% from 1.1% at the same dates. Total nonperforming loans were $3.5 million at June 30, 2017 compared to $3.8 million at June 30, 2016. We used the same overall methodology in assessing the allowances for both periods ended. Adjustments were made to methodology to extend the historical loss lookback period. Our allowance at June 30, 2017 reflects both a general valuation component of $1.1 million and a specific component of $8 thousand for loans determined to be impaired based upon an analysis of certain individual loans determined to be impaired. In comparison, our allowance at June 30, 2016 consisted of a general valuation component of $738 thousand and a specific component of $184 thousand. Overall, our allowance for loan losses to the total gross carrying value of loans remained stable at 0.33% for June 30, 2017 and 0.32% for June 30, 2016. To the best of our knowledge, we have recorded all losses that are both probable and reasonably estimable for the years ended June 30, 2017 and 2016. Noninterest Income. For the year ended June 30, 2017, noninterest income decreased $517 thousand, or 19.6%, to $2.1 million from $2.6 million for the year ended June 30, 2016. The significant portion of the 38 decrease relates to reduced gains on the disposition of purchase credit impaired loans which totaled $719 thousand for the year ended June 30, 2017 compared to $1.1 million for the year ended June 30, 2016. Service charges on deposit accounts decreased by $42 thousand, or 9.1%, to $419 thousand for the year ended June 30, 2017 from $461 thousand for the year ended June 30, 2016, primarily due to lower volume of non-sufficient funds fees. Noninterest Expense. Noninterest expense decreased $730 thousand, or 6.4%, to $10.8 million for the year ended June 30, 2017 from $11.5 million for the year ended June 30, 2016. The decrease was primarily due to changes in the value of loan servicing rights and reduced foreclosure expenses. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value. These servicing rights are then measured at each reporting date and changes are recorded as “change in loan servicing asset” on the consolidated statements of income and comprehensive income. For the year ended June 30, 2017, we recognized income for the increase in the loan servicing asset of $95 thousand compared to recognizing an expense for a decrease of $350 thousand for the year ended June 30, 2016. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Reduced expenses in foreclosed assets are a result of a decrease in the amount of foreclosed assets, which were $1.4 million as of June 30, 2016 and $865 thousand as of June 30, 2017. Income Tax Expense. Income tax expense for the years ended June 30, 2017 and 2016 was $1.5 million and $2.0 million, respectively, with effective income tax rates of 21.1% and 27.9%, respectively. The decrease in our effective tax rate for the year ended June 30, 2017 is a result of management’s strategy to shift the investment portfolio into high-quality, higher-yielding tax free municipal securities along with additional tax reducing strategies and a correction of an immaterial error related to an overstatement of deferred tax liabilities recorded in previous years for deferred loan fees. Analysis of Net Interest Income Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. The following tables set forth average balance sheets, average yields and costs, and certain other information at the dates and for the periods indicated. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the tables as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income. 2017 Interest and Dividends Yield/ Cost Average Balance For the Year Ended June 30, 2016 Interest and Dividends Yield/ Cost Average Balance 2015 Interest and Dividends Average Balance Assets: Interest-earning assets: (Dollars in Thousands) Loans . . . . . . . . . . . . . . $300,581 $14,634 4.87% $297,928 $15,378 5.16% $285,231 $14,405 Investment securities . . . . 90,225 1,590 1.76 98,285 1,740 1.77 94,875 1,537 Yield/ Cost 5.05% 1.62 Investment securities, tax-free . . . . . . . . . . . 33,651 Other interest-earning assets . . . . . . . . . . . . 17,965 Total interest-earning 739 191 2.20 1.06 assets . . . . . . . . . . . 442,422 17,154 3.88 Noninterest-earning assets . . . 39,792 Total assets . . . . . . . . . $482,214 511 126 2.20 0.64 17,755 4.04 8,110 186 2.29 13,004 57 0.44 16,185 4.03 401,220 32,790 $434,010 23,196 19,751 439,160 41,214 $480,374 39 2017 Interest and Dividends Yield/ Cost Average Balance For the Year Ended June 30, 2016 Interest and Dividends (Dollars in Thousands) Yield/ Cost Average Balance 2015 Interest and Dividends Average Balance Yield/ Cost Liabilities and equity: Interest-bearing liabilities: NOW and demand deposits $ 48,385 $ Money market deposits . . . 81,823 Regular savings and other deposits . . . . . . . . . . . 28,736 Certificates of deposit . . . . 211,849 Total interest-bearing 58 294 43 929 0.12% $ 49,432 $ 0.36 0.15 0.44 47,622 39,867 236,318 42 195 26 926 0.08% $ 36,707 $ 0.41 0.07 0.39 14,942 45,749 238,073 36 25 103 1,065 0.10% 0.17 0.23 0.45 deposits. . . . . . . . . . 370,793 1,324 0.36 373,239 1,189 0.32 335,471 1,229 0.37 Total interest-bearing liabilities . . . . . . . . . 370,793 1,324 0.36 Noninterest bearing deposits . 28,367 Other noninterest-bearing liabilities . . . . . . . . . . 2,307 Total liabilities . . . . . . . Equity . . . . . . . . . . . . . . . 401,467 80,747 Total liabilities and equity . $482,214 1,229 0.37 373,239 22,242 1,817 397,298 83,076 $480,374 1,189 0.32 335,471 17,988 536 353,995 80,015 $434,010 Net interest income . . . . . . . $15,830 $16,566 $14,956 Interest rate spread . . . . . . . Net interest margin . . . . . . . Average interest-earning assets to average interest-bearing liabilities . . . . . . . . . . . . Rate/Volume Analysis 3.52% 3.58% 3.72% 3.77% 3.66% 3.73% 1.19x 1.18x 1.20x The following table presents the dollar amount of changes in interest income and interest expense for the major categories of our interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate. Year Ended June 30, 2017 Compared to 2016 Volume Rate Net (Dollars in thousands) Interest income: Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $138 45 (10) 173 $(882) 33 75 (774) $(744) 78 65 (601) 40 Year Ended June 30, 2017 Compared to 2016 Volume Rate Net (Dollars in thousands) Interest expense: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 28 107 107 135 135 Increase in net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145 $(881) $(736) Year Ended June 30, 2016 Compared to 2015 Volume Rate Net (Dollars in thousands) Interest income: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 651 $322 $ 973 Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330 37 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,018 Interest expense: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15 198 32 552 (55) (55) 528 69 1,570 (40) (40) Increase (decrease) in net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,003 $607 $1,610 Management of Market Risk Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Our board of directors is responsible for the review and oversight of our asset/liability strategies. The Asset/Liability Committee of our board of directors meets monthly and is charged with developing an asset/liability management plan. Our board of directors has established an Asset/Liability Management Committee, consisting of senior management, which communicates daily to review pricing and liquidity needs and to assess our interest rate risk. This committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by our board of directors. The techniques we are currently using to manage interest rate risk include: • • • • • using pricing strategies in an effort to balance the proportions of 30-year and 15-year fixed rate loans in our portfolio; maintaining a modest portfolio of adjustable-rate one-to-four family residential loans; funding a portion of our operations with deposits with terms greater than one year; focusing our business operations on local retail customers who value our community orientation and personal service and who may be somewhat less sensitive to interest rate changes than wholesale deposit customers; and maintaining a strong capital position, which provides for a favorable level of interest-earning assets relative to interest-bearing liabilities. Depending on market conditions, from time to time we place more emphasis on enhancing net interest margin rather than matching the interest rate sensitivity of our assets and liabilities. In particular, we believe that the increased net interest income resulting from a mismatch in the maturity of our assets and liabilities 41 portfolios can, during periods of stable or declining interest rates, provide high enough returns to justify increased exposure to sudden and unexpected increases in interest rates. As a result of this philosophy, our results of operations and the economic value of our equity will remain vulnerable to increases in interest rates and to declines due to the difference between long- and short-term interest rates. An important measure of interest rate risk is the amount by which the net present value (“NPV”) of an institution’s cash flows from assets, liabilities and off balance sheet items changes in the event of a range of assumed changes in market interest rates. We have prepared an analysis of estimated changes in our NPV under the assumed instantaneous changes in the United States treasury yield curve. The financial model uses a discounted cash flow analysis and an option-based pricing approach to measuring the interest rate sensitivity of the NPV. Set forth below is an analysis of the changes to the economic value of our equity as of June 30, 2017 in the event of designated changes in the United States treasury yield curve. At June 30, 2017, our NPV exposure related to these hypothetical changes in market interest rates was within the current guidelines we have established. Net Portfolio Value per Model Dollar Change from Base Percentage Change from Base Percentage Total of Market Value of Assets Up 300 basis points . . . . . . . . . . . . . . . . . . . . . Up 200 basis points . . . . . . . . . . . . . . . . . . . . . Up 100 basis points . . . . . . . . . . . . . . . . . . . . . Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Down 100 basis points . . . . . . . . . . . . . . . . . . . $121,012 122,493 123,249 122,644 120,245 (Dollars in thousands) $(1,632) (151) 605 — (2,399) (1.33)% (0.12) 0.49 — (1.96) (0.34)% (0.03) 0.13 — (0.50) Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in net portfolio value requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net portfolio value table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. In addition, the net portfolio value table does not reflect the impact of a change in interest rates on the credit quality of our assets. Accordingly, although the net portfolio value table provides an indication of our interest rate risk exposure at a particular point in time, such measurements 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. Our policies generally do not permit us to engage in derivative transactions, such as futures, options, caps, floors or swap transactions; however, such transactions may be entered into with the prior approval of the Asset/Liability Management Committee or the board of directors for hedging purposes only. Liquidity and Capital Resources Our primary sources of funds are deposits and the proceeds from principal and interest payments on loans and 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 generally manage the pricing of our deposits to be competitive within our market and to increase core deposit relationships. Our cash flows are derived from operating activities, investing activities and financing activities. Net cash flows provided by operating activities were $6.1 million for the year ended June 30, 2017 and $8.2 million for the year ended June 30, 2016. Net cash flows used in investing activities were $4.2 million for the year ended June 30, 2017 and $8.9 million for the year ended June 30, 2016. Net cash flows used by financing activities for the year ended June 30, 2017 were $8.8 million and net cash flows provided by financing activities were $2.3 million for the year ended June 30, 2016. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period. At June 30, 2017 and 2016, cash and short-term investments totaled $20.7 million and $27.7 million, respectively. We may also utilize as 42 sources of funds the sale of securities available-for-sale, federal funds purchased, Federal Home Loan Bank of Atlanta advances and other borrowings. At June 30, 2017 and 2016, we had outstanding commitments to originate loans of $1.2 million and $2.9 million, respectively. We had $21.3 in unfunded commitments under lines of credit at June 30, 2017 and $15.3 in unfunded commitments under lines of credit at June 30, 2017. We anticipate that we will have sufficient funds available to meet our current loan commitments. In recent periods, loan commitments have been funded through liquidity and normal deposit flows. Certificates of deposit scheduled to mature in one year or less from June 30, 2017 totaled $151.0 million. Management believes based on past experience that a significant portion of such deposits will remain with us. Based on the foregoing, in addition to our level of core deposits and capital, we consider our liquidity and capital resources sufficient to meet our outstanding short-term and long-term needs. Liquidity management is both a daily and long-term responsibility of management. We adjust our investments in liquid assets based upon management’s assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and federal funds sold. If we require funds beyond our ability to generate them internally, we have additional borrowing capacity with the Federal Home Loan Bank of Atlanta. At June 30, 2017, we had an available borrowing limit of $120.3 million in advances from the Federal Home Loan Bank of Atlanta. At June 30, 2017, we also had an unused short-term line of credit to purchase federal funds from a correspondent bank totalling $10 million. We are subject to various regulatory capital requirements and at June 30, 2017, we were in compliance with all and Regulation — Federal Banking Regulation — Capital Requirements” and Note 10 of the Notes to our Consolidated Financial Statements. requirements. “Supervision applicable capital See Common Stock Dividend Policy. The Company paid a quarterly $0.10 per share dividend on August 25, 2016, November 25, 2016, February 23, 2017, and May 25, 2017 for a total of $2.2 million in dividends paid during the year ended June 30, 2017. On July 27, 2017, the Board of Directors of the Company declared a quarterly cash dividend of $0.10 per share of the Company’s common stock payable to stockholders of record as of August 10, 2017, which was paid on August 24, 2017. Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in our consolidated 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 and lines of credit. For information about our loan commitments and unused lines of credit, see Note 9 of the Notes to our Consolidated Financial Statements. For the fiscal year ended June 30, 2017, we did not engage in any off-balance-sheet transactions other than loan origination commitments in the normal course of our lending activities. Recent Accounting Pronouncements For a discussion of the impact of recent accounting pronouncements, see Note 1 of the Notes to our Consolidated Financial Statements. Impact of Inflation and Changing Prices The consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering changes 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 of 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 does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. 43 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies, such as the Company. However, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Management of Market Risk.” 44 ITEM 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets at June 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Shareholders’ Equity for the years ended June 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the years ended June 30, 2017 and 2016 . . . . . . . . . . Notes to the Consolidated Financial Statements as of and for the years ended June 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 47 48 49 50 51 45 Crowe Horwath LLP Independent Member Crowe Horwath International Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Oconee Federal Financial Corp. Seneca, South Carolina We have audited the accompanying consolidated balance sheets of Oconee Federal Financial Corp. and Subsidiary (the “Company”) as of June 30, 2017 and 2016, and the related statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the two years in the the period ended June 30, 2017. These consolidated financial statements are the responsibility of Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oconee Federal Financial Corp. and Subsidiary as of June 30, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2017, in conformity with U.S. generally accepted accounting principles. Atlanta, Georgia September 15, 2017 Crowe Horwath LLP 46 OCONEE FEDERAL FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS JUNE 30, 2017 AND 2016 (Amounts in thousands, except share and per share data) ASSETS Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate owned, net Accrued interest receivable Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted equity securities, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Core deposit intangible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Deposits June 30, 2017 June 30, 2016 $ 3,526 17,219 20,745 118,334 307,558 (1,016) 306,542 245 6,574 865 $ 4,874 22,802 27,676 132,084 292,063 (922) 291,141 129 6,811 1,354 944 568 1,023 18,071 2,593 568 1,141 2,370 734 $481,317 1,016 492 1,021 17,558 2,593 744 1,046 1,128 847 $485,640 Noninterest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,900 368,605 394,505 851 395,356 $ 23,356 376,278 399,634 605 400,239 SHAREHOLDERS’ EQUITY Common stock, $0.01 par value, 100,000,000 shares authorized; 6,463,039 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock, at par, 699,345 and 634,131 shares, respectively . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unearned ESOP shares Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 (7) 11,940 75,169 (202) (1,004) 85,961 $481,317 65 (6) 12,882 71,909 1,808 (1,257) 85,401 $485,640 See accompanying notes to consolidated financial statements 47 OCONEE FEDERAL FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 (Amounts in thousands, except share and per share data) Years Ended June 30, 2017 June 30, 2016 Interest and dividend income: Loans, including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities, taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities, tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning deposits and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . Noninterest income: Service charges on deposit accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income on bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage banking income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sales of securities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on disposition of purchase credit impaired loans . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total noninterest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest expense: Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional and supervisory fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FDIC deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreclosed assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in loan servicing asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total noninterest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income Unrealized (losses) gains on securities available-for-sale . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassification adjustment for gains realized in net income . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic net income per share: (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted net income per share: (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared per share: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,634 1,590 739 191 17,154 1,324 1,324 15,830 203 15,627 419 514 329 128 729 7 2,126 6,268 1,491 542 818 231 177 194 102 (95) 1,022 10,750 7,003 1,478 $ 5,525 $ (3,014) 1,086 (128) 46 (2,010) $ 3,515 0.97 $ 0.95 $ 0.40 $ $15,378 1,740 511 126 17,755 1,189 1,189 16,566 451 16,115 461 514 373 128 1,119 48 2,643 6,304 1,511 518 940 223 204 219 288 350 923 11,480 7,278 2,032 $ 5,246 $ 2,995 (1,079) (128) 46 1,834 $ 7,080 0.91 $ $ 0.90 0.40 $ See accompanying notes to consolidated financial statements 48 OCONEE FEDERAL FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 (Amounts in thousands, except share and per share data) Balance at June 30, 2015 . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . Purchase of 51,232 shares of treasury stock(1) . . . . . . . . . . . . . . . . . . . . . . Issuance of 7,000 shares of restricted stock(2) . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . Dividends(3) . . . . . . . . . . . . . . . . . . . . ESOP Shares earned(3) . . . . . . . . . . . . . . Balance at June 30, 2016 . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . Purchase of 65,214 shares of treasury stock(4) . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . Dividends(5) . . . . . . . . . . . . . . . . . . . . ESOP Shares earned(5) . . . . . . . . . . . . . . Balance at June 30, 2017 . . . . . . . . . . . . . Common Stock $65 — — Treasury Stock $ (6) — — Additional Paid-In Capital $13,354 — — Retained Earnings $68,950 5,246 — Accumulated Other Comprehensive Income (loss) $ (26) — 1,834 Total Unearned ESOP Shares $(1,547) $80,790 5,246 1,834 — — — — — — — $65 — — — — — — $65 — (1,013) — — — (1,013) — — — — $ (6) — — (1) — — — $ (7) — 288 35 218 $12,882 — — (2,287) — $71,909 — — 5,525 — (1,485) 256 44 243 $11,940 — — (2,265) — $75,169 — — — — $ 1,808 — (2,010) — — — — $ (202) — — — 288 — (2,252) 508 $(1,257) $85,401 290 — 5,525 — (2,010) — (1,486) — 256 — (2,221) 496 $(1,004) $85,961 253 (1) The weighted average cost of treasury shares purchased during the year ended was $19.77 per share. Treasury stock repurchases were accounted for using the par value method. (2) On February 5, 2016, the Company granted 7,000 shares of restricted stock. The grant date fair value of these shares was $19.40. (3) Approximately $99 of cash dividends paid on shares in the ESOP was used as additional principal reduction on the ESOP debt, resulting in the release of approximately 7,891 additional shares. The portion of the dividend paid on allocated shares of approximately $35 was treated as a dividend. The remaining portion of the dividend payment and resulting release of approximately 7,891 shares was accounted for as additional compensation expense of approximately $64 for the year ended June 30, 2016. (4) The weighted average cost of treasury shares purchased during the year ended was $22.78 per share. Treasury stock repurchases were accounted for using the par value method. (5) Approximately $99 of cash dividends paid on shares in the ESOP was used as additional principal reduction on the ESOP debt, resulting in the release of approximately 8,938 additional shares. The portion of the dividend paid on allocated shares of approximately $44 was treated as a dividend. The remaining portion of the dividend payment and resulting release of approximately 8,938 shares was accounted for as additional compensation expense of approximately $55 for the year ended June 30, 2017. See accompanying notes to consolidated financial statements 49 OCONEE FEDERAL FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 (Amounts in thousands, except share and per share data) Years Ended June 30, 2017 June 30, 2016 Cash Flows From Operating Activities Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: $ 5,525 $ 5,246 Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net accretion of purchase accounting adjustments . . . . . . . . . . . . . . . . . . . . . Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (gain) loss on sale of real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . Change in loan servicing asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain on sales of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage loans originated for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage loans sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sales of mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in cash surrender value of bank owned life insurance . . . . . . . . . . . . . Gain on disposition of purchased credit impaired loans . . . . . . . . . . . . . . . . . ESOP compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net change in operating assets and liabilities: Accrued interest receivable and other assets . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flows From Investing Activities Purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposal of premises and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from maturities, paydowns and calls of securities available-for-sale . . . . . Proceeds from sales of securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . Purchases of restricted equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemptions of restricted equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of bank owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dispositions of purchased credit impaired loans . . . . . . . . . . . . . . . . . . . . . . . . Loan originations and repayments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203 126 1,420 (475) (110) (86) (95) (128) (2,114) 2,036 (38) (513) (729) 496 256 109 246 6,129 (195) 12 (29,352) 18,479 20,785 (2) — — 1,552 1,238 (16,741) (4,224) 451 193 1,269 (136) 1,605 14 350 (128) (4,282) 4,304 (33) (514) (1,119) 508 288 (10) 144 8,150 (204) — (51,983) 26,469 6,904 (588) 7 (8,000) 2,357 2,587 13,509 (8,942) Cash Flows from Financing Activities Net change in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) provided by financing activities (5,129) (2,221) (1,486) (8,836) (6,931) 27,676 $ 20,745 5,541 (2,252) (1,013) 2,276 1,484 26,192 $ 27,676 See accompanying notes to consolidated financial statements 50 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations and Principle of Consolidation: The consolidated financial statements of Oconee Federal Financial Corp. include the accounts of its wholly owned subsidiary Oconee Federal Savings and Loan Association (the “Association”) (referred to herein as “the Company,” “we,” “us,” or “our”) and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany accounts and transactions are eliminated during consolidation. The Company is majority owned (72.25%) by Oconee Federal, MHC. These consolidated financial statements do not include the transactions and balances of Oconee Federal, MHC. The Association is a federally chartered stock savings and loan association engaged in the business of accepting savings and demand deposits and providing mortgage, consumer and commercial loans. Primarily, the Association’s business is limited to the Oconee County area of northwestern South Carolina and the northeast area of Georgia in Stephens County and Rabun County. The following is a description of the significant accounting policies the Company follows in preparing and presenting its consolidated financial statements. Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the consolidated financial statements and the disclosures provided, and actual results could differ. Cash Flows: interest-bearing deposits and amounts due from other depository institutions. Cash and cash equivalents include cash on hand, federal funds sold, overnight Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank is required to meet regulatory reserve and clearing requirements. These balances do not earn interest. Interest-Bearing Deposits in Other Financial Institutions: institutions mature within one year and are carried at cost. Interest-bearing deposits in other financial Securities: Securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. The Company evaluates securities for other-than-temporary impairments (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The Company considers the length of time and the extent to which the fair value has been less than cost and the financial condition and near-term prospects of the issuer. Additionally, the Company considers its intent to sell or whether it will be more likely than not it will be required to sell the security prior to the security’s anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal Government agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Loans held for sale, for which the fair value option has been elected, are recorded at fair value as of each balance sheet date. The fair value includes the servicing value of the loans as well as any accrued interest. 51 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold. Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method over the contractual lives of the loans without anticipating prepayments. Interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Nonaccrual loans and loans past due 90 days include both smaller balance homogeneous loans that are collectively evaluated for still on accrual impairment and individually classified impaired loans. Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. The allowance consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts when due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”). Management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, and doubtful, which are more fully explained in Note 4. Any nonresidential or residential non-owner occupied loans that meet certain size requirements and performance characteristics are individually evaluated for impairment. The amount of impairment, if any, is measured by a comparison of the loan’s carrying value to the net present value of future cash flows using the loan’s effective rate at inception or at the fair value of collateral if repayment is expected to come solely from the collateral. All loans graded pass, special mention, substandard and doubtful not specifically evaluated for impairment are collectively evaluated for impairment by portfolio segment. To develop and document a systematic methodology for determining the portion of the allowance for loan losses for loans evaluated collectively, the Company has divided the loan portfolio into segments, each with different risk characteristics and methodologies for assessing risk. Those portfolio segments are discussed below: 52 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) One-to-four family: One-to-four family residential loans consist primarily of loans secured by first or second deeds of trust on primary residences, and are originated as adjustable-rate or fixed-rate loans for the construction, purchase or refinancing of a mortgage. These loans are collateralized by owner-occupied properties located in the Company’s market area. The Company currently originates residential mortgage loans for our portfolio with loan-to-value ratios of up to 80% for traditional owner-occupied homes. For traditional homes, the Company may originate loans with loan-to-value ratios in excess of 80% if the borrower obtains mortgage insurance or provides readily marketable collateral. The Company may make exceptions for special loan programs that we offer. For example, the Company currently offers mortgages with loan-to-value ratios of up to 95% to low- to moderate-income borrowers solely for the purchase of their primary residence. The Company also originates residential mortgage loans for non-owner-occupied homes with loan-to-value ratios of up to 80%. The Company historically originated residential mortgage loans with loan-to-value ratios of up to 75% for manufactured or modular homes. The Company no longer offers residential mortgage loans for manufactured or modular homes as of December 1, 2014. However, renewals of existing performing credits that meet the Company’s underwriting requirements will be considered. The Company requires lower loan-to-value ratios for manufactured and modular homes because such homes tend to depreciate over time. Manufactured or modular homes must be permanently affixed to a lot to make them more difficult to move without the Company’s permission. Such homes must be “de-titled” by the states of South Carolina or Georgia so that they are taxed and must be transferred as residential homes rather than vehicles. The Company also obtains a mortgage on the real estate to which such homes are affixed. Multi-family: Multi-family real estate loans generally have a maximum term of five years with a 30 year amortization period and a final balloon payment and are secured by properties containing five or more units in the Company’s market area. These loans are generally made in amounts of up to 75% of the lesser of the appraised value or the purchase price of the property with an appropriate projected debt service coverage ratio. The Company’s underwriting analysis includes considering the borrower’s expertise and statements, banking requires verification of relationships, independent appraisals, references and income projections for the property. The Company generally obtains personal guarantees on these loans. the borrower’s credit history, income and financial Multi-family real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family residential real estate is typically dependent upon the successful operation of the related real estate project. Home Equity: The Company offers home equity loans and lines of credit secured by first or second deeds of trust on primary residences in our market area. The Company’s home equity loans and lines of credit are limited to an 80% loan-to-value ratio (including all prior liens). Standard residential mortgage underwriting requirements are used to evaluate these loans. The Company offers adjustable-rate and fixed-rate options for these loans with a maximum term of 10 years. The repayment terms on lines of credit are interest only monthly with principle due at maturity. Home equity loans have a more traditional repayment structure with principal and interest due monthly. The maximum term on home equity loans is 10 years with an amortization schedule not to exceed 20 years. 53 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Nonresidential Real Estate: Nonresidential loans include those secured by real estate mortgages on churches, owner-occupied and non-owner-occupied commercial buildings of various types, retail and office buildings, hotels, and other business and industrial properties. The nonresidential real estate loans that the Company originates generally have terms of 5 to 20 years with amortization periods up to 20 years. The maximum loan-to-value ratio of our nonresidential real estate loans is generally 75%. The Company considers a number of factors in originating nonresidential real estate loans. The Company evaluates the qualifications and financial condition of the borrower, including credit history, cash flows, the applicable business plan, the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with the Company and other financial institutions. In evaluating the property securing the loan, the factors the Company considers include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). For church loans, the Company also considers the length of time the church has been in existence, the size and financial strength of the denomination with which it is affiliated, attendance figures and growth projections and current and pro forma operating budgets. The collateral underlying all nonresidential real estate loans is appraised by outside independent appraisers approved by our board of directors. Personal guarantees may be obtained from the principals of nonresidential real estate borrowers, and in the case of church loans, guarantees from the applicable denomination may be obtained. Loans secured by nonresidential real estate generally are larger than one-to-four family residential loans and involve greater credit risk. Nonresidential real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Repayment of these loans depends to a large degree on the results of operations and management of the properties securing the loans or the businesses conducted on such property, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general, including the current adverse conditions. In addition, because a church’s financial stability often depends on donations from congregation members, some of whom may not reside in our market area, rather than income from business operations, repayment may be affected by economic conditions that affect individuals located both in our market area and in other market areas with which we are not as familiar. In addition, due to the unique nature of church buildings and properties, the real estate securing church loans may be less marketable than other nonresidential real estate. Agricultural: These loans are secured by farmland and related improvements in the Company’s market area. These loans generally have terms of 5 to 20 years with amortization periods up to 20 years. The maximum loan-to-value ratio of these loans is generally 75%. The Company is managing a small number of these loans in our portfolio. We continue to closely monitor our existing relationships. Loans secured by agricultural real estate generally are larger than one-to-four family residential loans and involve greater credit risk. Agricultural real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Repayment of these loans depends to a large degree on the results of operations and management of the properties securing the loans or the businesses conducted on such property, and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general, including the current adverse conditions. Construction and Land: The Company makes construction loans to individuals for the construction of their primary residences and to commercial businesses for their real estate needs. These loans generally have twelve months, and upon completion of construction convert to conventional maximum terms of amortizing mortgage loans. Residential construction loans have rates and terms comparable to one-to-four family residential mortgage loans that the Company originates. Commercial construction loans have rates and terms comparable to other commercial real estate loans that we originate. During the construction 54 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) phase, the borrower generally pays interest only. Generally, the maximum loan-to-value ratio of our owner-occupied construction loans is 80%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential mortgage loans. Commercial construction loans are generally underwritten pursuant to the same guidelines used for originating other commercial real estate loans. The Company also makes interim construction loans for nonresidential properties. In addition, the Company occasionally makes loans for the construction of homes “on speculation”, but the Company generally permits a borrower to have only two such loans at a time. These loans generally have a maximum term of eight months, and upon completion of construction convert to conventional amortizing nonresidential real estate loans. These construction loans have rates and terms comparable to permanent loans secured by property of the type being constructed that we originate. Generally, the maximum loan-to-value ratio of these construction loans is 85%. Commercial and Industrial Loans: Commercial and industrial loans are offered to businesses and professionals in the Company’s market area. These loans generally have short and medium terms on both a collateralized and uncollateralized basis. The structure of these loans are largely determined by the loan purpose and collateral. Sources of collateral can include a lien on furniture, fixtures, equipment, inventory, receivables and other assets of the company. A UCC-1 is typically filed to perfect our lien on these assets. Commercial and industrial loans and leases typically are underwritten on the basis of the borrower’s or lessee’s ability to make repayment from the cash flow of its business and generally are collateralized by business assets. As a result, such loans and leases involve additional complexities, variables and risks and require more thorough underwriting and servicing than other types of loans and leases. Consumer and Other Loans: The Company offers installment loans for various consumer purposes, including the purchase of automobiles, boats, and for other legitimate personal purposes. The maximum terms of consumer loans is 18 months for unsecured loans and 18 to 60 months for loans secured by a vehicle, depending on the age of the vehicle. The Company generally only extends consumer loans to existing customers or their immediate family members, and these loans generally have relatively low balances. Consumer loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or are secured by rapidly depreciable assets, such as automobiles. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Concentration of Credit Risk and Other: The Company’s business activity is principally with customers located in the northwest portion of South Carolina and northeast Georgia. The Company requires its customers to provide collateral, generally in the form of title to real estate, for substantially all loans. Certain consumer loans are made to customers without requiring collateral. Except for loans in the Company’s market area, the Company has no other significant concentrations of credit risk. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) provides deposit insurance for up to $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits, and management believes the risk of loss is not significant. Purchased Credit Impaired Loans: With the acquisition of Stephens Federal Bank in 2014, the Company purchased individual loans with evidence of credit deterioration since origination. These purchased credit impaired (“PCI”) loans were recorded at the amount paid, such that there was no carryover of the seller’s 55 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses. Purchased credit impaired loans are accounted for individually. The Company estimates the amount and timing of expected cash flows for each loan, and the expected cash flows in excess of amount paid is recorded as interest income over the remaining life of the loan (accretable yield). The excess of the loans’ contractual principal and interest over expected cash flows is not recorded (nonaccretable difference). Future expected cash flows are re-estimated periodically over the life of each purchased credit impaired loan. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income. For the years ended and as of June 30, 2017 and 2016, the amount of accretable yield on PCI loans was immaterial. Purchased Performing Loans: The Company accounts for purchased performing loans at acquisition at fair value, which includes a credit discount. The resulting fair value (premium/discount) is amortized/ accreted to interest income on a level yield basis over the estimated lives of the loans. There is no allowance for loan losses established for purchased performing loans at acquisition; however, a provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition. Loan Servicing Rights: When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in mortgaging banking income. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports changes in fair value of servicing assets in earnings in the period in which the changes occur, and are shown as change in loan servicing asset on the Consolidated Statements of Income and Comprehensive Income. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Goodwill and Core Deposit Intangible: Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. Management reviews goodwill for impairment annually, or more frequently if deemed necessary, as goodwill is deemed to have an indefinite life. On the annual assessment date, May 31, management performs a qualitative assessment of whether it was more likely than not that the fair value exceeds carrying value. Based on the most recent assessment, management determined that it was more likely than not that the fair value exceeded its carrying value, resulting in no impairment to goodwill. Core deposit intangibles represent the estimated value of long-term deposit core deposit relationships acquired in a business combination. This value is amortized over the weighted-average estimated useful lives of deposit accounts using a method that management believes reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness. The core deposit intangible acquired will be amortized over 15 years using the original projections of future benefit stream of cash flows, adjusted periodically, if needed for potential impairment of the remaining unamortized balance of the core deposit intangible. Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 5 to 39 years. Furniture, fixtures and equipment are depreciated using the straight-line method, with useful lives ranging from 5 to 7 years. Maintenance and repairs are charged to operations in the year incurred. Gains and losses on dispositions are included in current year operations. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. 56 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Real Estate Owned: Real estate acquired through loan foreclosure is initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, real estate owned is recorded at the lower of carrying amount or fair value less estimated costs to sell. Any initial losses at the time of foreclosure are charged against the allowance for loan losses with any subsequent losses or write-downs included in the consolidated statements of income and comprehensive income as a component of noninterest expenses. Restricted Equity Securities: Restricted equity securities consist of Federal Home Loan Bank of Atlanta (“FHLB”) stock and First National Bankers Bancshares, Inc. (“FNBB”) stock. The Company is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. There is a very limited market for FNBB stock. Based on the redemptive provisions of the FHLB and FNBB, the stock is carried at cost, as restricted securities, and is periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. Income Taxes: The provision for income taxes is based on amounts reported in the consolidated statements of income and comprehensive income (after exclusion of non-taxable income such as interest on state and municipal securities) and includes changes in deferred taxes. Deferred taxes are computed using the asset and liability approach. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company follows guidance issued by the Financial Accounting Standards Board (“FASB”) with respect to accounting for uncertainty in income taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in other noninterest expense. Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income for the Company consists solely of unrealized gains and losses on securities available-for-sale, net of tax. Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the consolidated financial statements. Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information. Changes in market conditions could significantly affect the estimates. For financial instruments where there is little or no relevant market information due to limited or no market activity, the Company estimates the fair value of these instruments through the use of a discounted present value of estimated cash flows technique, which includes the Company’s own assumptions as to the amounts and 57 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) timing of cash flows, adjusted for risk factors related to nonperformance and liquidity. The Company’s assumptions are based on an exit price strategy and take into consideration the assumptions that a willing market participant would use about nonperformance and liquidity risk. Employee Stock Ownership Plan: The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends, when paid, on allocated ESOP shares reduce retained earnings. Dividends, when paid, on unearned ESOP shares reduce debt and accrued interest. Retirement Plans: Profit sharing plan expense is the amount of the Company’s contribution to participants of the plan. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service. Bank Owned Life Insurance: The Company has purchased life insurance policies on certain directors. Accounting guidance requires bank owned life insurance to be recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Reclassifications: conform to the current presentation and had no effect on net income or shareholders’ equity. Some items in the prior year consolidated financial statements were reclassified to Earnings Per Share: Basic EPS is based on the weighted average number of common shares outstanding and is adjusted for ESOP shares not yet committed to be released. Unvested restricted stock awards, which contain rights to non-forfeitable dividends, are considered participating securities and the two-class method of computing basic and diluted EPS is applied. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable (such as stock options) or which could be converted into common stock, if dilutive, using the treasury stock method. Segment Reporting: While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating results are not reviewed by senior management to make resource allocation or performance decisions. Management has determined that the Company has a single operating segment, which is to provide consumer and commercial banking services to individuals and businesses located in Oconee County, South Carolina and to Stephens and Rabun Counties, Georgia and their surrounding counties and townships. The Company’s various products and services are those generally offered by community banks, and the allocation of resources is based on the overall performance of the Company versus individual regions, branches, products and services. New Accounting Standards: Accounting Standards Update (“ASU”) 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”. Issued in May 2017, ASU 2017-09 relates to changes to the terms or conditions of a share-based payment award. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its consolidated financial statements. 58 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ASU 2017-08, “Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities ”. Issued in March 2017, ASU 2017-08 amends the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is assessing the impact of ASU 2017-08 on its consolidated financial statements. for Goodwill ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test Impairment”. Issued in January 2017, ASU 2017-04 amendments eliminate Step 2 from the goodwill impairment test. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company has assessed ASU 2017-04 and does not expect it to have a material impact on its consolidated financial statements. ASU 2016-15, “Statement of Cash Flows (Topic 230)”. Issued in August 2016, ASU 2016-15 provides guidance on the classification of certain cash receipts and cash payments for presentation in the statement of cash flows. The amendment is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The amendments will be applied using a retrospective transition method to each period presented unless impracticable. The Company does not believe that this new guidance will have a material effect on its consolidated financial statements. ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. Issued in June 2016, ASU 2016-13 provides financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAP and reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Subsequent changes in the allowance for credit losses on PCD assets are recognized through the statement of income as a credit loss expense. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements. 59 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ASU 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ”. Issued in March 2016, ASU 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election for forfeitures as they occur. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. The Company has adopted early. This new guidance did not have a material effect on its consolidated financial statements. ASU 2016-02, “Leases (Topic 842)”. Issued in February 2016, ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company does not believe that this new guidance will have a material effect on its consolidated financial statements. ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. Issued in January 2016, ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe that this new guidance will have a material effect on its consolidated financial statements. financial ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. Issued in May 2014, ASU 2014-09 provides a framework for revenue recognition that replaces the existing industry and transaction specific requirements under the existing standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. On July 9, 2015, the FASB approved amendments deferring the effective date by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In March and April 2016, the FASB issued final amendments (ASU 2016-08 and ASU 2016-10) to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. In May 2016, the FASB issued final amendments (ASU-11) to clarify guidance related to collectability, noncash considerations, presentation of sales tax, and transition. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. Early application is permitted but not before the original public entity effective date, i.e., annual periods beginning after December 15, 2016. The Company does not believe this new guidance will have a material effect on its consolidated financial statements. 60 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. NOTE 2 — EARNINGS PER SHARE (“EPS”) Basic EPS is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding for the period. ESOP shares are considered outstanding for this calculation unless unearned. The factors used in the earnings per common share computation follow: Earnings per share Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: distributed earnings allocated to participating securities . . . . . Less: (undistributed income) dividends in excess of earnings Years Ended June 30, 2017 June 30, 2016 $ $ 5,525 (8) 5,246 (16) allocated to participating securities . . . . . . . . . . . . . . . . . . . . . . (11) (21) Net earnings available to common shareholders . . . . . . . . . . . . . . . $ 5,506 $ 5,209 Weighted average common shares outstanding including participating securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: participating securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: average unearned ESOP shares . . . . . . . . . . . . . . . . . . . . . . 5,797,217 (21,910) (107,909) 5,875,226 (40,905) (139,926) Weighted average common shares outstanding . . . . . . . . . . . . . . . 5,667,398 5,694,395 Basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.97 $ 0.91 Weighted average common shares outstanding . . . . . . . . . . . . . . . Add: dilutive effects of assumed exercises of stock options . . . . . . . 5,667,398 99,790 Average shares and dilutive potential common shares . . . . . . . . . . . 5,767,188 5,694,395 73,795 5,768,190 Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.95 $ 0.90 During the year ended June 30, 2017 there were no anti-dilutive shares. During the year ended June 30, 2016 there were 15,400 shares that were anti-dilutive as the weighted average exercise prices of outstanding stock options were in excess of the weighted average market value for the periods presented. 61 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 3 — SECURITIES AVAILABLE-FOR-SALE Debt, mortgage-backed and equity securities have been classified in the consolidated balance sheets according to management’s intent. U.S. Government agency mortgage-backed securities consist of securities issued by U.S. Government agencies and U.S. Government sponsored enterprises. Investment securities at June 30, 2017 and 2016 are as follows: Available-for-sale: FHLMC common stock . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . SBA loan pools . . . . . . . . . . . . . . . . . CMOs . . . . . . . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed securities . . . . . . . U.S. Government agency bonds . . . . . . Total available-for-sale . . . . . . . . . . . . Available-for-sale: FHLMC common stock . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . Corporate debt securities . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . SBA loan pools . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed securities . . . . . . . U.S. Government agency bonds . . . . . . Total available-for-sale . . . . . . . . . . . . Amortized Cost $ 20 6,230 39,847 563 13,024 44,884 14,082 $118,650 Amortized Cost $ 20 7,470 8,932 33,508 1,268 68,103 9,957 $129,258 June 30, 2017 Gross Unrealized Gains Gross Unrealized Losses $162 16 296 2 — 185 15 $676 $ — (18) (344) — (239) (244) (147) $(992) June 30, 2016 Gross Unrealized Gains Gross Unrealized Losses $ 131 64 186 989 8 1,331 169 $2,878 $ — — (2) (16) (3) (31) — $(52) Fair Value $ 182 6,228 39,799 565 12,785 44,825 13,950 $118,334 Fair Value $ 151 7,534 9,116 34,481 1,273 69,403 10,126 $132,084 Securities pledged at June 30, 2017 and 2016 had a fair value amount of $6,069 and $6,114, respectively, and were pledged to secure public deposits. At June 30, 2017 and 2016, there were no holdings of securities of any one issuer, other than the U.S. Government agencies and U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders’ equity. 62 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 3 — SECURITIES AVAILABLE-FOR-SALE (Continued) The following tables show the fair value and unrealized loss of securities that have been in unrealized loss positions for less than twelve months and for more than twelve months at June 30, 2017 and 2016. The table also shows the number of securities in an unrealized loss position for each category of investment security as of the respective dates. June 30, 2017 Less than 12 Months 12 Months or More Total Fair Value Unrealized Loss Number in Unrealized Loss(1) Fair Value Unrealized Loss Number in Unrealized Loss(1) Fair Value Unrealized Loss Number in Unrealized Loss(1) Available-for-sale: Certificates of deposit . . . $ 2,227 18,331 Municipal securities . . . . CMOs . . . . . . . . . . . . . 7,833 U.S. Government agency mortgage-backed securities . . . . . . . . . 29,057 $ (18) (276) (136) (244) U.S. Government agency bonds . . . . . . . . . . . 8,027 $65,475 (78) $(752) 9 41 9 31 8 98 $ — $ — 2,221 (68) (103) 4,952 — — 1,931 $9,104 (69) $(240) — 5 7 — 1 13 $ 2,227 20,552 12,785 $ (18) (344) (239) 29,057 (244) 9 46 16 31 9,958 $74,579 (147) $(992) 9 111 June 30, 2016 Less than 12 Months 12 Months or More Total Fair Value Unrealized Loss Number in Unrealized Loss(1) Fair Value Unrealized Loss Number in Unrealized Loss(1) Fair Value Unrealized Loss Number in Unrealized Loss(1) Available-for-sale: . . . . . . . Municipal securities . . . . . . $2,574 1,018 Corporate debt securities SBA loan pools — U.S. Government agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . 1,057 $(11) (2) — (1) $4,649 $(14) (1) Actual amounts. 5 2 — 1 8 $ 716 — 508 $ (5) — (3) 2,982 $4,206 (30) $(38) 2 — 1 4 7 $3,290 1,018 508 $(16) (2) (3) 4,039 $8,855 (31) $(52) 7 2 1 5 15 None of the unrealized losses at June 30, 2017 were recognized into net income for the year ended June 30, 2017 because the issuer’s bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates. The fair value of these securities is expected to recover as they approach their maturity date or reset date. None of the unrealized losses at June 30, 2016 were recognized as having OTTI during the year ended June 30, 2016. The amortized cost and fair value of debt securities classified as available-for-sale at June 30, 2017 and 2016 by contractual maturity are summarized in the following table. Mortgage-backed securities are not scheduled since expected maturities will differ from contractual maturities because borrowers have the right to prepay the obligations. FHLMC common stock is not scheduled because it has no contractual maturity date. 63 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 3 — SECURITIES AVAILABLE-FOR-SALE (Continued) Less than one year . . . . . . . . . . . . . . . Due from one to five years . . . . . . . . . Due from five to ten years . . . . . . . . . . Due after ten years . . . . . . . . . . . . . . . Mortgage-backed securities, CMOs and FHLMC Stock(1) . . . . . . . . . . . . . . Total available for sale . . . . . . . . . . . June 30, 2017 June 30, 2016 $ Amortized Cost 2,989 17,196 30,084 10,453 $ Fair Value 2,990 17,183 30,045 10,324 $ Amortized Cost 3,740 16,819 30,778 8,530 $ Fair Value 3,751 17,086 31,622 8,798 57,928 $118,650 57,792 $118,334 69,391 $129,258 70,827 $132,084 (1) Includes SBA loan pools. The following table presents the gross proceeds from sales of securities available-for-sale and gains or losses recognized for the years ended June 30, 2017 and 2016: Available-for-sale: Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,856 152 (24) June 30, 2017 June 30, 2016 $6,904 128 — Year Ended NOTE 4 — LOANS The components of loans at June 30, 2017 and 2016 were as follows: June 30, 2017 June 30, 2016 Real estate loans: One-to-four family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential Agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $260,114 1,864 4,900 18,916 1,441 15,254 302,489 51 5,018 $307,558 $241,079 1,994 6,575 20,299 2,957 14,083 286,987 176 4,900 $292,063 64 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) The following table presents the activity in the allowance for loan losses for the years ended June 30, 2017 by portfolio segment: Year Ended June 30, 2017 Beginning Balance Provision Charge-offs Recoveries Real estate loans: One-to-four family . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . Agricultural Construction and land . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . . . . Commercial and industrial Consumer and other loans $733 4 2 130 5 39 913 6 3 $922 $197 — — 11 (4) (4) 200 (2) 5 $203 $ (33) — — (78) — — (111) — (1) $(112) $ 3 — — — — — 3 — — $ 3 Ending Balance $ 900 4 2 63 1 35 1,005 4 7 $1,016 The following table presents the recorded balances of loans and amount of allowance allocated based upon impairment method by portfolio segment at June 30, 2017: At June 30, 2017 Ending Allowance on Loans: Loans: Individually Evaluated for Impairment Collectively Evaluated for Impairment Individually Evaluated for Impairment Collectively Evaluated for Impairment $ 892 4 2 63 1 35 997 4 7 $1,008 $3,034 — — — 448 262 3,744 — — $3,744 $257,080 1,864 4,900 18,916 993 14,992 298,745 51 5,018 $303,814 Real estate loans: One-to-four family . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . Total real estate loans . . . . . . . . . . Commercial and industrial . . . . . . . . . Consumer and other loans . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . $ 8 — — — — — 8 — — $ 8 65 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) The following table presents the activity in the allowance for loan losses for the years ended June 30, 2016 by portfolio segment: Year Ended June 30, 2016 Beginning Balance Provision Charge-offs Recoveries Ending Balance Real estate loans: One-to-four family . . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential Agricultural . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . . . . $ 910 4 1 55 4 25 999 — 9 $1,008 $270 — 73 75 1 23 442 6 3 $451 $(447) — (72) — — (9) (528) — (9) $(537) $ — — — — — — — — — $ — $733 4 2 130 5 39 913 6 3 $922 The following table presents the recorded balances of loans and amount of allowance allocated based upon impairment method by portfolio segment at June 30, 2016: At June 30, 2016 Ending Allowance on Loans: Loans: Individually Evaluated for Impairment Collectively Evaluated for Impairment Individually Evaluated for Impairment Collectively Evaluated for Impairment $632 4 2 58 5 28 729 6 3 $738 $2,918 — — 1,492 448 525 5,383 — — $5,383 $238,161 1,994 6,575 18,807 2,509 13,558 281,604 176 4,900 $286,680 Real estate loans: One-to-four family . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . . . Commercial and industrial Consumer and other loans . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . $101 — — 72 — 11 184 — — $184 66 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) The tables below present loans that were individually evaluated for impairment by portfolio segment at June 30, 2017 and 2016, including the average recorded investment balance and interest earned for the years ended June 30, 2017 and 2016: June 30, 2017 Unpaid Principal Balance Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized With no recorded allowance: Real estate loans: One-to-four family . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total With recorded allowance: Real estate loans: One-to-four family . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $2,539 — — — 997 457 3,993 — — $3,993 $ 989 — — — — — 989 — — $ 989 $2,067 — — — 448 262 2,777 — — $2,777 $ 967 — — — — — 967 — — $ 967 Totals: Real estate loans . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $4,982 — $4,982 $3,744 — $3,744 $— — — — — — — — — $— $ 8 — — — — — 8 — — $ 8 $ 8 — $ 8 $1,534 — — 555 448 220 2,757 — — $2,757 $1,443 — — 191 — 174 1,808 — — $1,808 $4,565 — $4,565 $225 — — — 34 13 272 — — $272 $ — — — — — — — — — $ — $272 — $272 67 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) June 30, 2016 Unpaid Principal Balance Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized With no recorded allowance: Real estate loans: One-to-four family . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total With recorded allowance: Real estate loans: One-to-four family . . . . . . . . . . . . . . . Multi-family . . . . . . . . . . . . . . . . . . . Home equity . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . Agricultural . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . Total real estate loans . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $1,787 — 185 2,192 997 359 5,520 — — $5,520 $2,021 — — 404 — 767 3,192 — — $3,192 $1,000 — — 1,110 448 178 2,736 — — $2,736 $1,918 — — 382 — 347 2,647 — — $2,647 Totals: Real estate loans . . . . . . . . . . . . . . . Consumer and other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $8,712 — $8,712 $5,383 — $5,383 $ — — — — — — — — — $ — $101 — — 72 — 11 184 — — $184 $184 — $184 $2,198 — — 1,209 945 392 4,744 — — $4,744 $1,980 — — 851 — 174 3,005 — — $3,005 $7,749 — $7,749 $113 — — 72 — 35 220 — — $220 $ 89 — — 25 — 61 175 — — $175 $395 — $395 68 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) The following tables present the aging of past due loans as well as nonaccrual loans. Nonaccrual loans and accruing loans past due 90 days or more include both smaller balance homogenous loans and larger balance loans that are evaluated either collectively or individually for impairment. PCI loans for which the Company cannot reasonably estimate the amount and timing of future cash flows are classified as nonaccrual. Total past due loans and nonaccrual loans at June 30, 2017: 30 – 59 Days Past Due 60 – 89 Days Past Due 90 Days or More Past Due Total Past Due Current Total Loans Nonaccrual Loans Accruing Loans Past Due 90 Days or More Real estate loans: One-to-four family . . . . . . Multi-family . . . . . . . . . Home equity . . . . . . . . . Nonresidential . . . . . . . . Agricultural . . . . . . . . . . Construction and land . . . Total real estate loans . . . . . . . . Commercial and industrial . . Consumer and other loans . . . . . . . . . . . . . . . . Total $6,143 — 161 — — 40 6,344 — 10 $6,354 $1,109 — — 43 448 — 1,600 — 1 $1,601 $1,100 — 40 — — 35 1,175 — — $1,175 $8,352 — 201 43 448 75 9,119 — 11 $9,130 $251,762 1,864 4,699 18,873 993 15,179 293,370 51 5,007 $298,428 $260,114 1,864 4,900 18,916 1,441 15,254 302,489 51 5,018 $307,558 $2,762 — 89 43 514 75 3,483 — — $3,483 $ — — — — — — — — — $ — Total past due and nonaccrual loans by portfolio segment at June 30, 2016: 30 – 59 Days Past Due 60 – 89 Days Past Due 90 Days or More Past Due Total Past Due Current Total Loans Nonaccrual Loans Accruing Loans Past Due 90 Days or More $7,086 — 94 — — 93 7,273 — — $7,273 $1,001 — 22 48 — — 1,071 — — $1,071 $ 863 — 84 942 — 25 1,914 — — $1,914 $ 8,950 — 200 990 — 118 10,258 — — $10,258 $232,129 1,994 6,375 19,309 2,957 13,965 276,729 176 4,900 $281,805 $241,079 1,994 6,575 20,299 2,957 14,083 286,987 176 4,900 $292,063 $2,133 — 126 942 531 25 3,757 — — $3,757 $ — — — — — — — — — $ — Real estate loans: One-to-four family . . . . . . Multi-family . . . . . . . . . Home equity . . . . . . . . . Nonresidential . . . . . . . . Agricultural . . . . . . . . . . Construction and land . . . Total real estate loans . . . . . . . . Commercial and industrial . . Consumer and other loans . . . . . . . . . . . . . . . . Total Troubled Debt Restructurings: At June 30, 2017 and 2016, total loans that have been modified as troubled debt restructurings were $1,619 and $1,588, respectively, which consisted of one construction loan, two agricultural loans, one home equity line of credit, and two one-to-four family first lien loans at June 30, 2017 and two agricultural loans, two home equity lines of credit, and one one-to-four family first lien loan at June 30, 2016. All loans were acquired and initially recorded at fair value. An additional allowance of $8 and $55 has been specifically reserved for these loans as of June 30, 2017 and June 30, 2016, respectively. Additionally, there were no commitments to lend any additional amounts under either loan or any payment default on any loan after the modification. There were two troubled debt restructurings during the year ended June 30, 2017, each of 69 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) which involved renewing existing loans. No reductions of principal or interest rates were granted. No loans restructured during the past twelve months subsequently defaulted. The three troubled debt restructurings during the year ended June 30, 2016 all involved renewing existing loans as interest-only. No reductions of principal or interest rates were granted. Loan Grades: The Company utilizes a grading system whereby all loans are assigned a grade based on the risk profile of each loan. Loan grades are determined based on an evaluation of relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. All loans, regardless of size, are analyzed and are given a grade based upon the management’s assessment of the ability of borrowers to service their debts. Pass: Loan assets of this grade conform to a preponderance of our underwriting criteria and are acceptable as a credit risk, based upon the current net worth and paying capacity of the obligor. Loans in this category also include loans secured by liquid assets and secured loans to borrowers with unblemished credit histories. Pass-Watch: Loan assets of this grade represent our minimum level of acceptable credit risk. This grade may also represent obligations previously rated “Pass”, but with significantly deteriorating trends or previously rated. Special Mention: Loan assets of this grade have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the loan or of the institution’s credit position at some future date. Substandard: Loan assets of this grade are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. 70 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) Total loans by risk grade and portfolio segment at June 30, 2017: Real estate loans: One-to-four family . . . . . . Multi-family . . . . . . . . . . Home equity . . . . . . . . . . Nonresidential . . . . . . . . . Agricultural . . . . . . . . . . Construction and land . . . Total real estate loans . . Commercial and industrial . . Consumer and other loans . . . . . . . . . . . . . . . . . . . Total Pass Pass-Watch $245,179 1,864 4,272 13,801 281 13,727 279,124 51 5,017 $284,192 $ 5,914 — 233 3,610 374 846 10,977 — — $10,977 Special Mention $2,573 — 300 1,356 272 120 4,621 — — $4,621 Substandard Doubtful Total $6,448 — 95 149 514 561 7,767 — 1 $7,768 $— — — — — — — — — $— $260,114 1,864 4,900 18,916 1,441 15,254 302,489 51 5,018 $307,558 Total loans by risk grade and portfolio segment at June 30, 2016: Real estate loans: One-to-four family . . . . . . Multi-family . . . . . . . . . . Home equity . . . . . . . . . . Nonresidential . . . . . . . . . Agricultural . . . . . . . . . . Construction and land . . . Total real estate loans . . Commercial and industrial . . Consumer and other loans . . . . . . . . . . . . . . . . . . . Total Pass Pass-Watch $226,899 1,994 6,083 13,218 1,352 12,397 261,943 157 4,892 $266,992 $ 6,805 — 106 4,095 398 878 12,282 19 — $12,301 Special Mention $1,890 — 260 1,494 676 239 4,559 — 3 $4,562 Substandard Doubtful Total $5,485 — 126 1,492 531 569 8,203 — 5 $8,208 $— — — — — — — — — $— $241,079 1,994 6,575 20,299 2,957 14,083 286,987 176 4,900 $292,063 At June 30, 2017 and 2016, consumer mortgage loans secured by residential real estate properties totaling $408 and $282 respectively, were in formal foreclosure proceedings and are included in one-to-four family loans. Loans to principal officers, directors, and their affiliates during the years ended June 30, 2017 and 2016 were as follows: Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 $1,278 — (37) $1,241 June 30, 2016 $1,313 — (35) $1,278 71 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 4 — LOANS (Continued) Directors and officers of the Company are customers of the institution in the ordinary course of business. Loans to directors and executive officers have terms consistent with those offered to other customers. In the opinion of management, these loans do not involve more than normal risk of collectability nor do they present other unfavorable features. NOTE 5 — PREMISES AND EQUIPMENT Premises and equipment at June 30, 2017 and 2016 were as follows: Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 $ 1,425 7,973 3,477 242 13,117 (6,543) $ 6,574 June 30, 2016 $ 1,425 7,913 3,436 238 13,012 (6,201) $ 6,811 Depreciation expense was $420 and $451 for the years ended June 30, 2017 and 2016, respectively. NOTE 6 — GOODWILL AND INTANGIBLE ASSETS The carrying value of goodwill and the core deposit intangible was $2,593 at June 30, 2017 and 2016, respectively. Core deposit intangible gross . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Core deposit intangible net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 $ 744 (176) $ 568 June 30, 2016 $ 874 (130) $ 744 Amortization expense for the years ended June 30, 2017 and 2016 was $46 and $45, respectively. Estimated amortization expense for each of the next five years is as follows: 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $151 112 94 77 60 72 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 7 — DEPOSITS At June 30, 2017 and 2016, deposit accounts with balances over $250 totaled approximately $11,468 and $11,134, respectively. Scheduled maturities of certificates of deposit at June 30, 2017 are as follows: 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 $ 90,413 8,215 4,142 12,730 3,653 $119,153 There are no certificates of deposit scheduled to mature after 2022. The Company does not accept brokered certificates of deposit. Directors and executive officers were customers of, and had transactions with, the Company in the ordinary course of business. Included in such transactions are deposit accounts, all of which were made under normal terms. The aggregate amount of these deposit accounts was $1,528 and $1,977 at June 30, 2017 and 2016, respectively. NOTE 8 — INCOME TAXES Income tax expense for the years ended June 30, 2017 and 2016 was as follows: Current federal expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current state expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred federal expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . Deferred state expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 $1,326 263 (116) 5 $1,478 June 30, 2016 $ 232 194 1,590 16 $2,032 73 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 8 — INCOME TAXES (Continued) Temporary differences between tax and financial reporting that result in net deferred tax assets are as follows at June 30, 2017 and 2016: Deferred tax assets: Fair value adjustments from acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for loan losses Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basis difference in premises and equipment . . . . . . . . . . . . . . . . Acquired net operating loss (“NOL”) . . . . . . . . . . . . . . . . . . . . Equity compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred loan fees, net Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Securities available-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FHLB stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred loan fees, net . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities June 30, 2017 $ 832 386 251 283 125 55 9 114 268 188 2,511 — (70) (71) — (141) $2,370 June 30, 2016 $ 1,438 325 266 143 132 64 39 — — 155 2,562 (1,017) (97) (71) (249) (1,434) $ 1,128 A NOL of $375 was acquired in the Stephens Federal Bank acquisition. At June 30, 2017 and 2016, the NOL remaining totaled $323 and $344, respectively, with a deferred tax asset of $125 and $132, respectively. The NOL will expire in 2034. The realization of the deferred tax asset resulting from the NOL is dependent upon generating sufficient taxable income prior to the NOL’s expiration. In assessing the realizability of the deferred tax asset, management considered whether it is more likely than not that some portion or all of the deferred tax asset would not be realized. Based on the Company’s current and expected future financial performance as well as strong asset quality, management determined that no valuation allowance was necessary at June 30, 2017. Retained earnings as of June 30, 2017 and 2016 includes approximately $5,284 representing reserve method bad debt reserves originating prior to December 31, 1987 for which no deferred income taxes are required to be provided. These reserves may be included in taxable income if the Company pays dividends in excess of its accumulated earnings and profits (as defined by the Internal Revenue Code) or in the event of a distribution in partial or complete liquidation of the Company. 74 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 8 — INCOME TAXES (Continued) A reconciliation of the amount computed by applying the federal statutory rate (34%) to pretax income with income tax expense for the years ended June 30, 2017 and 2016 is as follows: Tax at statutory federal income tax rate . . . . Increase (decrease) resulting from: State income tax expense . . . . . . . . . . . . . Life insurance benefits . . . . . . . . . . . . . . Tax exempt interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total June 30, 2017 June 30, 2016 Amount $2,381 177 (175) (251) (654) $1,478 % 34.00% Amount $2,475 2.53 (2.50) (3.58) (9.34) 21.11% 139 (175) (174) (233) $2,032 % 34.00% 1.91 (2.40) (2.39) (3.20) 27.92% The Company has uncertain tax positions and related tax reserves in place for the years ended June 30, 2017 and 2016 of $100 and $186, respectively. No amounts were accrued for penalties or interest as of June 30, 2017 and 2016. The Company is subject to U.S. federal income tax as well as income tax of the states of South Carolina and Georgia. The Company is no longer subject to examination by taxing authorities for years before 2014. NOTE 9 — COMMITMENTS Loan commitments and related activities: Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment. The contractual amount of financial instruments with off-balance-sheet risk at June 30, 2017 and 2016 was as follows: Loan commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unused lines of credit 2017 2016 Fixed $ 1,168 $20,222 Variable $ — $1,083 Fixed $ 2,924 $13,835 Variable $ — $1,432 Commitments to make loans are generally made for periods of 60 days or less. The fixed rate loan commitments are primarily for the purpose of financing the purchase, the refinance, or the construction of residential real estate. At June 30, 2017, these commitments have interest rates ranging from 2.4% to 18.00% and maturities ranging from 1 to 30 years. Financial instruments with off-balance-sheet risk: with off-balance-sheet risk. The Company has no additional financial instruments NOTE 10 — REGULATORY CAPITAL REQUIREMENTS Savings and loan associations are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated 75 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 10 — REGULATORY CAPITAL REQUIREMENTS (Continued) under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes as of June 30, 2017, the Association met all capital adequacy requirements to which it is subject. Savings and loan holding companies became subject to capital requirements on January 1, 2015. However, such capital requirements do not apply to savings and loan holding companies with assets of less than $1,000. 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 brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At June 30, 2017 and 2016, the most recent regulatory notifications categorized the Association as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Association’s category. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total, Tier 1 capital and Common Equity Tier 1 capital, as defined by the regulations, to risk-weighted assets, as defined, and of Tier 1 capital to average assets, as defined. The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (the “Basel Ill rules”) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The capital conservation buffer for 2017 is 1.25%. The net realized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes that, as of June 30, 2017 and 2016, the Company and the Bank met all capital adequacy requirements to which they are subject. The Association’s actual and minimum capital requirements to be well-capitalized under prompt corrective action provisions are as follows: Total capital to risk weighted assets . . . . . . . . Common equity tier 1 capital to risk weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 (core) capital to risk weighted assets . . . Tier 1 (core) capital to average assets . . . . . . . June 30, 2017 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount $77,332 Ratio Amount 32.46% $22,037 Ratio Amount 9.250% $23,824 Ratio 10.00% 76,243 76,243 76,243 32.00 32.00 15.90 13,699 17,272 19,175 5.750 7.250 4.000 15,485 19,059 23,969 6.50 8.00 5.00 76 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 10 — REGULATORY CAPITAL REQUIREMENTS (Continued) Total capital to risk weighted assets . . . . . . . . Common equity Tier 1 capital to risk weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 (core) capital to tangible assets . . . . . . . Tier 1 (core) capital to average assets . . . . . . . June 30, 2016 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Provisions Amount $74,722 Ratio Amount 31.00% $20,791 Ratio Amount 8.625% $24,105 Ratio 10.00% 73,741 73,741 73,741 30.59 30.59 15.40 12,354 15,970 19,152 5.125 6.625 4.000 15,668 19,284 23,940 6.50 8.00 5.00 The June 30, 2017 and 2016 Common Equity Tier 1 Ratios, The Tier 1 to Risk Weighted Assets Capital Ratios, and the Total Capital to Risk Weighted Assets Ratios displayed above under the heading “For Capital Adequacy Purposes” include conservation buffers of 1.25% and 0.625%, respectively. The Qualified Thrift Lender test requires at least 65% of assets be maintained in housing-related finance and other specified areas. If this test is not met, limits are placed on growth, branching, new investments, FHLB advances and dividends, or the Association must convert to a commercial bank charter. Management believes this test is met. Dividend Restrictions — The Company’s principal source of funds for dividend payments is dividends received from the Association. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years, subject to the capital requirements described above. During 2017, the Association could, without prior approval, but with regulatory notice, declare dividends of approximately $5,315 (based on an annualized net income for the calendar year ending 2017). NOTE 11 — FAIR VALUE MEASUREMENTS Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). 77 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 11 — FAIR VALUE MEASUREMENTS (Continued) Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Loan Servicing Rights: Fair value is determined based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data and results in a Level 3 classification. Real estate owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals, which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value. 78 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 11 — FAIR VALUE MEASUREMENTS (Continued) Assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and 2016 are summarized below: Fair Value Measurements June 30, 2017 June 30, 2016 (Level 2) (Level 3) (Level 2) (Level 3) Financial assets: Securities available-for-sale: FHLMC common stock . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . . Corporate debt securities . . . . . . . . . . . . . . . Municipal securities . . . . . . . . . . . . . . . . . . . SBA loan pools . . . . . . . . . . . . . . . . . . . . . . CMOs . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government agency mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Government agency bonds . . . . . . . . . . . Total securities available-for-sale . . . . . . . . . . . . Loan servicing rights . . . . . . . . . . . . . . . . . . . . Total financial assets . . . . . . . . . . . . . . . . . . . . $ 182 6,228 — 39,799 565 12,785 44,825 13,950 118,334 — $118,334 $ — — — — — — — — — 1,141 $1,141 $ 151 7,534 9,116 34,481 1,273 — 69,403 10,126 132,084 — $132,084 $ — — — — — — — — — 1,046 $1,046 The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs Level 3 for the years ended June 30, 2017 and 2016: Balance at beginning of period: . . . . . . . . . . . . . . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of period: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair Value Measurements (Level 3) Year Ended June 30, 2017 Loan Servicing Rights $1,046 — 95 $1,141 June 30, 2016 Loan Servicing Rights $1,396 — (350) $1,046 79 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 11 — FAIR VALUE MEASUREMENTS (Continued) The table below presents assets measured at fair value on a non-recurring basis by level at June 30, 2017 and 2016: Fair Value Measurements June 30, 2017 (Level 3) June 30, 2016 (Level 3) Financial assets: Impaired loans, with specific allocations: One-to-four family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-financial assets: Real estate owned, net: One-to-four family . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonresidential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets measured at fair value on a non-recurring basis . . . . . . . $ 959 — — 959 152 713 — 865 $1,824 $1,817 310 336 2,463 899 267 188 1,354 $3,817 The Company’s impaired loans at June 30, 2017 and 2016 were measured at fair value based primarily upon the estimated value of real estate collateral less costs to sell. The carrying amounts of these loans were $959 and $2,463, respectively, which consisted of valuation allowances of $8 and $184, respectively. The impact to the provision for loan losses from the change in the valuation allowance for the years ended June 30, 2017 and 2016 was a decrease of $176 and a decrease of $36, respectively. Real estate owned is carried at the lower of carrying value or fair value less costs to sell. The carrying value of real estate owned and their respective valuation allowances at June 30, 2017 and 2016 were $865 and $1,354 and $24 and $102, respectively. The resulting write-downs for measuring real estate owned at the lower of carrying or fair value less costs to sell for the years ended June 30, 2017 and 2016 were $126 and $193, respectively. 80 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 11 — FAIR VALUE MEASUREMENTS (Continued) The table below presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value at June 30, 2017 and 2016: Loan servicing rights . . . . . . . . . . . Impaired real estate loans net, with specific allocations: One-to-four family . . . . . . . . . . June 30, 2017 Fair Value $1,141 June 30, 2016 Fair Value $1,046 Level 3 Quantitative Information Valuation Technique Unobservable Inputs Discounted cash flows Discount rate, estimated timing of cash flows $ 959 $1,817 Sales comparison approach Nonresidential . . . . . . . . . . . . . Construction and land . . . . . . . . — — 310 336 Discounted cash flows Sales comparison approach Real estate owned net: One-to-four family . . . . . . . . . . $ 152 $ 899 Nonresidential . . . . . . . . . . . . . 713 267 Construction and land . . . . . . . . — 188 Sales comparison approach Sales comparison approach Sales comparison approach Range 9% to 10% 0% to 30% 2% to 28% 0% to 30% 0% to 20% 0% to 20% 0% to 20% Adjustment for differences between the comparable sales Discount rate, estimated timing of cash flows Adjustment for differences between the comparable sales Adjustment for differences between the comparable sales Adjustment for differences between the comparable sales Adjustment for differences between the comparable sales The carrying amounts and estimated fair values of the Company’s on-balance sheet financial instruments at June 30, 2017 and 2016 are summarized below: Financial assets Securities available-for-sale . . . . Loans, net . . . . . . . . . . . . . . . . Loans held for sale(1). . . . . . . . . Loan servicing rights . . . . . . . . Restricted equity securities . . . . Financial liabilities Carrying Amount $118,334 306,542 245 1,141 1,023 June 30, 2017 Fair Value (Level 1) (Level 2) (Level 3) Total $ — — — — N/A $118,334 — — — N/A $ — 307,624 245 1,141 N/A $118,334 307,624 245 1,141 N/A Deposits . . . . . . . . . . . . . . . . . $394,505 $190,968 $203,656 $ — $394,624 81 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 11 — FAIR VALUE MEASUREMENTS (Continued) Financial assets Securities available-for-sale . . . . Loans, net . . . . . . . . . . . . . . . . Loans held for sale(1) . . . . . . . . Loan servicing rights . . . . . . . . Restricted equity securities . . . . Financial liabilities Carrying Amount $132,084 291,141 129 1,046 1,021 June 30, 2016 Fair Value (Level 1) (Level 2) (Level 3) Total $ — — — — N/A $132,084 — — — N/A $ — 296,203 129 1,046 N/A $132,084 296,203 129 1,046 N/A Deposits . . . . . . . . . . . . . . . . . $399,634 $175,652 $224,037 $ — $399,689 (1) Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors and result in a Level 2 classification. NOTE 12 — EMPLOYEE BENEFIT PLANS The Company has deferred compensation agreements with certain of its directors whereby director fees are withheld to fund insurance contracts from which the funds will ultimately be disbursed. These agreements require the Company to make payments to such directors beginning at the age set forth in the agreement or upon death of the director if prior to the minimum age requirement. The directors vest ratably over periods established in the agreements. Interest on the liabilities is charged to earnings based on imputed interest rates established at the beginning of each agreement, which range from 6.69% to 8.05% at both June 30, 2017 and 2016, respectively. The total expense incurred under these plans for the years ended June 30, 2017 and 2016 was $55 and $55, respectively. The recorded liability for these agreements was $660 and $701 at June 30, 2017 and 2016, respectively, and is included in other accrued liabilities in the consolidated balance sheet. To provide funds for the payments under these deferred compensation agreements, the Company has purchased insurance policies on the lives of the directors covered by these plans. The Company has the option of making an annual contribution to a profit-sharing plan for all full-time employees over the age of 21 having completed one year of service. The Company has exercised this option in 2017 and 2016, and as such, total expense under the profit sharing plan for each of the years ended June 30, 2017 and 2016 was $225 and $226, respectively. NOTE 13 — EMPLOYEE STOCK OWNERSHIP PLAN Employees participate in an Employee Stock Ownership Plan (“ESOP”). The ESOP borrowed from the Company to purchase 248,842 shares of the Company’s common stock at $10 per share during 2011. The Company makes discretionary contributions to the ESOP, and pays dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation and expense is recorded. Dividends on allocated shares increase participant accounts. Participants receive the shares at the end of employment. During the years ended June 30, 2017 and 2016, $50 and $100, respectively, of discretionary contributions were made to the ESOP for debt retirement, 82 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 13 — EMPLOYEE STOCK OWNERSHIP PLAN (Continued) which resulted in the release of additional shares and recognition of additional compensation expense of $88 and $160, respectively. ESOP compensation expense recognized for the years ended June 30, 2017 and 2016 was $496 and $508, respectively. Shares held by the ESOP at June 30, 2017 and 2016 were as follows: Committed to be released to participants . . . . . . . . . . . . . . . . . . . Allocated to participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unearned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of unearned shares . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 11,441 130,952 89,620 232,013 2,465 $ June 30, 2016 10,602 112,043 126,197 248,842 2,470 $ NOTE 14 — STOCK BASED COMPENSATION On April 5, 2012, the shareholders of Oconee Federal Financial Corp. approved the Oconee Federal Financial Corp. 2012 Equity Incentive Plan (the “Plan”) for employees and directors of the Company. The Plan authorizes the issuance of up to 435,472 shares of the Company’s common stock, with no more than 124,420 of shares as restricted stock awards and 311,052 as stock options, either incentive stock options or non-qualified stock options. The exercise price of options granted under the Plan may not be less than the fair market value on the date the stock option is granted. The compensation committee of the board of directors has sole discretion to determine the amount and to whom equity incentive awards are granted. On February 5, 2016, the compensation committee of the board of directors approved the issuance of 21,000 stock options to purchase Company stock and 7,000 shares of restricted stock were granted to officers. Stock options and restricted stock have vesting periods of five years or seven years, a percentage of which vests annually on each anniversary of the grant date. The weighted average vesting period of stock options and restricted stock granted was 5.7 years and 6.0 years, respectively. Stock options expire ten years after issuance. Apart from the vesting schedule for both stock options and restricted stock, there are no performance-based conditions or any other material conditions applicable to the awards issued. The following table summarizes stock option activity for the year ended June 30, 2017: Outstanding – June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding – June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted- Average Exercise Price/Share $12.46 — — — $12.46 Options 261,986 — — — 261,986 Fully vested and exercisable at June 30, 2017 . . . . . . . . . . . . . . . . . . . . . 217,068 $11.80 Aggregate Intrinsic Value(1) $3,940 $3,407 Expected to vest in future periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fully vested and expected to vest – June 30, 2017 . . . . . . . . . . . . . . . . . 44,918 261,986 $12.46 $3,940 83 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 14 — STOCK BASED COMPENSATION (Continued) (1) The intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The current market price was based on the closing price of common stock of $27.50 per share on June 30, 2017. The fair value for each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model that uses various assumptions. The Company uses the U.S. Treasury yield curve in effect at the time of the grant to determine the risk-free interest rate. The expected dividend yield is estimated using the projected annual dividend level and recent stock price of the Company’s common stock at the date of grant. Expected stock volatility is based on historical volatilities of the SNL Financial Index of Thrift MHCs. The expected life of the options is calculated based on the “simplified” method as provided for under generally accepted accounting principles. fiscal weighted-average The granted and assumptions used in the Black-Scholes-Merton option pricing model in the fiscal years granted are listed below. No options were granted in 2017. value of options fair Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected stock volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life (years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal Years Granted 2016 1.67% 2.06% 16.1 8 $2.75 Stock options are assumed to be earned ratably over their respective vesting periods and charged to compensation expense based upon their grant date fair value and the number of options assumed to be earned. There were 39,359 and 44,414 options that were earned during the years ended June 30, 2017 and 2016, respectively. Stock-based compensation expense for stock options for the years ended June 30, 2017 and 2016 was $48 and $45, respectively. Total unrecognized compensation cost related to nonvested stock options was $77 at June 30, 2017 and is expected to be recognized over a weighted-average period of 2.1 years. The following table summarizes non-vested restricted stock activity for the year ended June 30, 2017: Balance – beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance – end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 30, 2017 40,905 — — (18,995) 21,910 Weighted average grant date fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13.09 The fair value of the restricted stock awards is amortized to compensation expense over their respective vesting periods and is based on the market price of the Company’s common stock at the date of grant multiplied by the number of shares granted that are expected to vest. The weighted-average grant date fair 84 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 14 — STOCK BASED COMPENSATION (Continued) value of restricted stock granted on February 5, 2016 was $19.40 per share or $136. There was no restricted stock granted during 2017. Total shares of restricted stock granted under the Plan is 119,294 of which 21,910 remain unvested at June 30, 2017. The weighted-average grant date fair value of all shares granted is $13.52 per share. Stock-based compensation expense for restricted stock included in noninterest expense for the years ended June 30, 2017 and 2016 was $209 and $243, respectively. Unrecognized compensation expense for nonvested restricted stock awards was $339 and is expected to be recognized over 2.6 years. NOTE 15 — LOAN SERVICING RIGHTS Mortgage loans serviced for others are not reported as assets; however, the underlying mortgage servicing rights associated with servicing these mortgage loans serviced for others is recorded as an asset in the consolidated balance sheet. The principal balances of those loans were $110,171 and $125,812 at June 30, 2017 and 2016, respectively. Custodial escrow balances maintained in connection with serviced loans were $893 and $1,007 at June 30, 2017 and 2016, respectively. Loan servicing rights: Beginning of period: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . End of period: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,046 — 95 $1,141 $1,396 — (350) $1,046 Year Ended June 30, 2017 June 30, 2016 Fair value at June 30, 2017 was determined using a discount rate of 9.63%, prepayment speed assumptions ranging from 5.87% to 13.01% Conditional Prepayment Rate (“CPR”) depending on the loans coupon, term and seasoning, and a weighted average default rate of 0.61%. Fair value at June 30, 2016 was determined using a discount rate of 9.13%, prepayment speed assumptions ranging from 13.09% to 19.7% CPR depending on the loans’ coupon, term and seasoning, and a weighted average default rate of 0.61%. NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information for the years ended June 30, 2017 and 2016 is as follows: Cash paid during the period for: Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,322 $1,280 June 30, 2017 June 30, 2016 $1,190 $ 682 Supplemental noncash disclosures: Transfers from loans to real estate owned . . . . . . . . . . . . . . . . . $1,103 $1,826 85 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 17 — PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION CONDENSED BALANCE SHEETS JUNE 30, 2017 AND 2016 June 30, 2017 June 30, 2016 ASSETS Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,142 $ 5,815 ESOP loan receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,099 37 Investment in banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,188 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $86,466 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . $ 505 85,961 $86,466 CONDENSED STATEMENTS OF INCOME FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend from banking subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before equity in undistributed income of subsidiary . . . . . . . . . . . . . Equity in undistributed income (losses) of subsidiary . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit June 30, 2017 $ 46 4,351 (728) 3,669 1,625 5,294 (231) 1,348 127 78,723 $86,013 $ 612 85,401 $86,013 June 30, 2016 $ 49 6,882 (815) 6,116 (1,131) 4,985 (261) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,525 $ 5,246 86 OCONEE FEDERAL FINANCIAL CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended June 30, 2017 and 2016 (Amounts in thousands, except share and per share data) NOTE 17 — PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued) CONDENSED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 June 30, 2017 June 30, 2016 Cash Flows From Operating Activities Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,525 $ 5,246 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Change in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . Undistributed (income) losses of subsidiary . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used in) operations . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flows From Investing Activities Payments received on ESOP loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flows from Financing Activities Purchases of treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . 90 (107) (1,625) 3,883 151 151 (1,486) (2,221) (3,707) 327 5,815 695 249 1,131 7,321 193 193 (1,013) (2,252) (3,265) 4,249 1,566 Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,142 $ 5,815 NOTE 18 — SUBSEQUENT EVENTS On July 27, 2017, the Board of Directors of the Company declared a quarterly cash dividend of $0.10 per share of the Company’s common stock payable to stockholders of record as of August 10, 2017, which was paid on August 24, 2017. 87 ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None. ITEM 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of June 30, 2017, our disclosure controls and procedures were effective. (b) Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s system of internal control over financial reporting is designed under the supervision of management, including our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with the authorization of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections on any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate. As of June 30, 2017, management assessed the effectiveness of the Company’s internal control over financial reporting based upon the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon its assessment, management believes that the Company’s internal control over financial reporting as of June 30, 2017 is effective using these criteria. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company (as a smaller reporting company) to provide only management’s report in this annual report. (c) Changes in Internal Control Over Financial Reporting There were no significant changes made in our internal control over financial reporting during the Company’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. Other Information Not applicable. 88 PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information contained under the sections captioned “Proposal I — Election of Directors — Directors,” ‘‘— Executive Officers Who Are Not Directors,” “— Section 16(a) Beneficial Ownership the Board of Reporting Compliance,” “— Code of Ethics” and “— Meetings and Committees of Directors” in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference. ITEM 11. Executive Compensation The information contained under the section captioned “Executive Compensation” in the Proxy Statement is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Securities Authorized for Issuance Under Stock-Based Compensation Plans. The following table sets forth information as of June 30, 2017 about Company common stock that may be issued under the Company’s equity compensation plans. EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under stock-based compensation Equity compensation plans approved by security holders(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 261,986 261,986 $13.09 $13.09 21,910 21,910 (1) These awards were granted pursuant to the Oconee Federal Financial Corp. 2012 Equity Incentive Plan. (b) Security Ownership of Certain Beneficial Owners. The information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy Statement. (c) Security Ownership of Management. The information required by this item is incorporated herein by reference to the section captioned “Proposal I — Election of Directors” in the Proxy Statement. (d) 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. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to the section captioned “Proposal I — Election of Directors — Board Independence” and “— Transactions with Certain Related Persons” of the Proxy Statement. ITEM 14. Principal Accounting Fees and Services The information required by this item is incorporated herein by reference to the section captioned “Proposal II — Ratification of Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement. 89 ITEM 15. Exhibits and Financial Statement Schedules PART IV 3.1 3.2 4 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 21 23.1 31.1 31.2 32 101 Charter of Oconee Federal Financial Corp.(1) Bylaws of Oconee Federal Financial Corp.(2) Form of Common Stock Certificate(1) Form of Employee Stock Ownership Plan(1) Non-Qualified Salary Continuation Agreement by and between Oconee Federal Savings and Loan Association and T. Rhett Evatt(1) Deferred Compensation Agreement by and between Oconee Federal Savings and Loan Association and W. Maurice Poore(1) Deferred Compensation Agreement by and between Oconee Federal Savings and Loan Association and Cecil T. Sandifer, Jr.(1) Amended and Restated Employment Agreement by and between Oconee Federal Savings and Loan Association, Oconee Federal Financial Corp. and T. Rhett Evatt(6) Amended and Restated Employment Agreement by and between Oconee Federal Savings and Loan Association, Oconee Federal Financial Corp. and Curtis T. Evatt(6) Oconee Federal Savings and Loan Association Endorsement Split Dollar Life Insurance Plan for Curtis T. Evatt and Nancy M. Carter(3) Oconee Federal Financial Corp. 2012 Equity Incentive Plan(4) Separation Agreement and Full and Final Waiver, Release and Dismissal of all Claims among Oconee Federal Financial, Inc., Oconee Federal Savings and Loan Association, Oconee Federal, MHC and H. Allen Salter.(5) Subsidiaries of Registrant(1) Consent of Crowe Horwarth LLP Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2017 and 2016 (ii) the Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2017 and 2016, (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended June 30, 2017 and 2016, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2017 and 2016, and (v) the Notes to the Consolidated Financial Statements. (1) (2) (3) (4) (5) (6) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-169419), as initially filed September 16, 2010, and as subsequently amended. Incorporated by reference to the current report on Form 8-K (File No. 001-35033), filed on April 26, 2013. Incorporated by reference to the current report on Form 8-K (File No. 001-35033), filed on June 28, 2013. Incorporated by reference to the proxy statement for the special meeting of stockholders (File No. 001-35033), filed February 23, 2012. Incorporated by reference to the current report on Form 8-K (File No. 001-35033), filed on March 24, 2016. Incorporated by reference to the quarterly report on Form 10-Q (File No. 001-35033), filed on February 10, 2017. 90 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OCONEE FEDERAL FINANCIAL CORP. Date: September 15, 2017 By: /s/ T. RHETT EVATT T. Rhett Evatt Chairman of the Board (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange 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. Signatures Title Date /s/ T. RHETT EVATT T. Rhett Evatt /s/ CURTIS T. EVATT Curtis T. Evatt /s/ JOHN W. HOBBS John W. Hobbs Chairman of the Board September 15, 2017 President, Chief Executive Officer, Director (Principal Executive Officer) September 15, 2017 Chief Financial Officer (Principal Financial Officer) September 15, 2017 September 15, 2017 September 15, 2017 September 15, 2017 September 15, 2017 /s/ HARRY B. MAYS, JR. Harry B. Mays, Jr. Director /s/ ROBERT N. MCLELLAN, JR. Robert N. McLellan, Jr. Director /s/ W. MAURICE POORE W. Maurice Poore /s/ CECIL T. SANDIFER, JR. Cecil T. Sandifer, Jr. Director Director 91 [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] NORTH NORTH CAROLINA CAROLINA SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH SOUTH CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA CAROLINA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA GEORGIA Clayton Clayton Walhalla Walhalla Greer Greer Greenville Greenville Westminster Westminster Seneca Seneca Clemson Clemson SOUTH CAROLINA Toccoa Toccoa Doyle Doyle GEORGIA EXECUTIVE OFFICES Executive Offices 201 E. 201 E. Nor 201 E. Nor Seneca, Seneca, SC 29678 Seneca, SC 29678 th Second Street BRANCHES AND OFFICES Main Office 115 E. 115 E. Nor 115 E. Nor Seneca, Seneca, SC 29678 Seneca, SC 29678 th Second Street Toccoa Branch 2859 Highway 17 Alternate 7 Toccoa, GA 3057 GA GA 3057 BOARD OF DIRECTORS: T. Rhett Evatt Curtis T. Evatt Harry B. Mays, Jr. Cecil T. Sandifer, Jr. Robert N. McLellan, Jr. W. Maurice Poore Seneca Branch 813 - 123 By-Pass Seneca, Seneca, SC 29678 Seneca, SC 29678 Clayton Branch 221 Highway 76 East 5 Claytyty on, GA 3052 A A 3052 Walhalla Branch 204 W. Nor . . Nor alhalla, alhalla, SC 29691 Walhalla, SC 29691 th Broad Street Westminster Branch 111 W. Windsor Street , , SC 29693 Westminster,er,er SC 29693 Doyle Street Branch 12 East Doyle Street Toccoa, GA 30577 LOAN PRODUCTION OFFICES Clemson Office 501-D Forest Lane Clemson, SC 29631 Greer Office 103-B Regency Center Drive Greer, SC 29650 ANNUAL REPORT TO SHAREHOLDERS 2017 OCONEE FEDERAL FINANCIAL CORP. 201 E. North Second Street Seneca, SC 29678 (864) 882-2765 www.oconeefederal.com