Edgar Filing: Sunnyside Bancorp, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal ended December 31, 2018.

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

For the transition period from _______________ to _______________.

Commission file number: 000-55005

SUNNYSIDE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

46-3001280

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

56 Main Street, Irvington, New York		10533
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 591-8000

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

(Title of each class to be registered)

(Name of each exchange on which

each class is to be registered)

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

Common Stock, par value $0.01 per share

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES [X] 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. [X]

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [X]	Smaller reporting company [X]

Emerging growth company [ ]

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the closing price ($16.12) as of June 29, 2018 was $11,120,173.

As of March 26, 2019, there were 793,500 issued and outstanding shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Certain information required by Items 10, 11, 12, 13 and 14 is incorporated by reference into Part III hereof from portions of the Proxy Statement for the Registrant’s 2019 Annual Meeting of Shareholders.

TABLE OF CONTENTS

ITEM 1.	Business	3
ITEM 1A.	Risk Factors	38
ITEM 1B.	Unresolved Staff Comments	38
ITEM 2.	Properties	38
ITEM 3.	Legal Proceedings	39
ITEM 4.	Mine Safety Disclosures.	39
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
ITEM 6.	Selected Financial Data	40
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	53
ITEM 8.	Financial Statements and Supplementary Data	53
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
ITEM 9A	Controls and Procedures	53
ITEM 9B.	Other Information	54
ITEM 10.	Directors, Executive Officers and Corporate Governance	55
ITEM 11.	EXECUTIVE COMPENSATION	55
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	55
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	55
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	55
ITEM 15.	Exhibits and Financial Statement Schedules	56
ITEM 16.	Form 10-K SUMMARY	57

PART I

ITEM 1. Business

This annual report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

	●	statements of our goals, intentions and expectations;

	●	statements regarding our business plans, prospects, 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:

	●	general economic conditions, either nationally or in our market areas, that are worse than expected;

	●	competition among depository and other financial institutions;

	●	inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

	●	adverse changes in the securities markets;

	●	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

	●	our ability to enter new markets successfully and capitalize on growth opportunities;

	●	our ability to successfully integrate de novo or acquired branches, if any;

	●	our ability to execute on our business strategy to increase commercial real estate and multi-family lending and commercial lending;

	●	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;

	●	changes in our organization, compensation and benefit plans; and

	●	changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

General

Sunnyside Bancorp, Inc.

Sunnyside Bancorp, Inc. (“Sunnyside Bancorp” or the “Company”) was incorporated in the State of Maryland in March 2013 for the purpose of becoming the savings and loan holding company for Sunnyside Federal Savings and Loan Association of Irvington (“Sunnyside Federal” or the “Bank”), upon consummation of the Bank’s mutual to stock conversion. The conversion was consummated in July 2013 at which time Sunnyside Bancorp became the registered savings and loan holding company of the Bank. To date, other than holding all of the issued and outstanding stock of Sunnyside Federal and making a loan to the Bank’s employee stock ownership plan, we have not engaged in any material business.

At December 31, 2018, Sunnyside Bancorp had consolidated assets of $79.7 million, liabilities of $68.8 million and equity of $10.9 million.

Sunnyside Bancorp is a registered savings and loan holding company and is subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System. Sunnyside Bancorp’s executive and administrative office is located at 56 Main Street, Irvington, New York 10533, and our telephone number at this address is (914) 591-8000. Our website address is www.sunnysidefederal.com. Information on this website should not be considered a part of this annual report.

Sunnyside Federal Savings and Loan Association of Irvington

Sunnyside Federal is a federal savings association that was founded in 1930. In July 2013, we completed our mutual to stock conversion thereby becoming a stock savings association and becoming the wholly owned subsidiary of Sunnyside Bancorp. Sunnyside Federal conducts business from its full-service banking office located in Irvington, New York which is located in Westchester County, New York approximately 25 miles north of New York City. We consider our deposit market area to be the Westchester County, New York towns of Irvington, Tarrytown, Sleepy Hollow, Hastings, Dobbs Ferry and Ardsley-on-Hudson, and consider our lending area to be primarily Westchester, Putnam and Rockland Counties, New York.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial and multi-family real estate loans and student loans, and to a much more limited extent, commercial loans, home equity lines of credit and other loans (consisting primarily of loans secured by deposits and marketable securities). At December 31, 2018, $18.2 million, or 42.2%, of our total loan portfolio was comprised of owner-occupied, one- to four-family residential real estate loans, $15.6 million, or 36.1% was comprised of commercial real estate and multi-family mortgage loans, $8.0 million, or 18.6%, was comprised of student loans and $1.3 million, or 3.1%, was comprised of commercial, home equity and passbook loans.

We also invest in securities, which consist primarily of U.S. government agency obligations and mortgage-backed securities and to a lesser extent, securities of states, counties and political subdivisions.

We offer a variety of deposit accounts, including certificate of deposit accounts, money market accounts, savings accounts, NOW accounts and individual retirement accounts. We can also borrow from the Federal Home Loan Bank. There was $3.8 million of short term loans and advances outstanding at December 31, 2018.

For the year ended December 31, 2018, the Company’s net income increased $379,000 to $52,000 compared to a net loss of $327,000 in 2017. Net interest income decreased $169,000 while non-interest income decreased $87,000, partly offset by a decrease of $201,000 in non-interest expense and a $37,000 decrease in the provision for loan losses.

As a result of the new Federal Tax Act that was enacted in December 2017, the Company re-measured and adjusted its deferred tax balances requiring a deferred tax expense charge of $422,910, which significantly contributed to our net loss of $327,000 for 2017.

Our current business strategy includes diversifying our loan portfolio to increase our non-residential lending, including commercial and multi-family real estate lending, commercial lending, student loan originations and increasing our non-interest income, as ways to improve our profitability in future periods.

The majority of our current executive management team has been with Sunnyside Federal since 2010. Since that time, we have begun to shift Sunnyside Federal’s strategy to diversify our traditional thrift focus into a more commercial bank style of operation with a broadened base of financial products and services while emphasizing superior customer service. While residential real estate lending has been, and will remain, a very important part of our operations, we intend to expand our focus on non-residential lending, including commercial and multi-family real estate lending, commercial lending, including SBA lending and student loan financing.

Sunnyside Federal is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Our executive and administrative office is located at 56 Main Street, Irvington, New York 10533, and our telephone number at this address is (914) 591-8000. Our website address is www.sunnysidefederal.com. Information on this website should not be considered a part of this annual report.

Market Area and Competition

We conduct our operations from our full-service banking office located in Irvington, Westchester County, New York, which is located approximately 25 miles north of New York City. Our primary deposit market area includes Irvington and the contiguous towns of Tarrytown, Sleepy Hollow, Hastings, Dobbs Ferry and Ardsley-on-Hudson, all of which are located in Westchester County, New York. Our primary lending market area includes Westchester, Putnam and Rockland counties, New York. We will, on occasion, make loans secured by properties located outside of our primary lending market, especially to borrowers with whom we have an existing relationship and who have a presence within our primary lending area.

At December 31, 2018, $18.2 million, or 42.2%, of our total loan portfolio was comprised of owner-occupied, one-to four family residential real estate loans. Accordingly, a downturn in the residential real estate market in Westchester, Putnam, or Rockland Counties could significantly affect our results of operations.

Westchester County is primarily a suburban community and is the second wealthiest county in the State of New York. Some key statistics, according to the US Census Bureau, on Westchester County for the period of 2013 through 2017 are provided below:

	●	The homeownership rate in Westchester County was 61.5%, compared to 54.0% in the State of New York;

	●	The median home value was $513,300, compared to $293,000 in the State of New York;

	●	The median household income in Westchester County was $89,968 compared to $62,765 in the State of New York;

	●	Approximately 47.7% of the population of Westchester County held a bachelor’s degree or higher, compared to 35.3% in the State of New York; and

	●	Approximately 8.5% of the population of Westchester County had incomes below poverty level, compared to 14.1% in the State of New York.

Sunnyside Federal also makes loans on a regular basis to residents of Putnam and Rockland Counties, New York. Below are some key statistics, according to the US Census Bureau, on the economic outlook of Putnam and Rockland Counties for the period of 2013 through 2017:

	●	The homeownership rate in Putnam County and Rockland County was 81.9% and 68.9%, respectively, compared to 54.0% in the State of New York;

	●	The median home value in Putnam County and Rockland County was $357,700 and $425,100, respectively, compared to $293,000 in the State of New York;

	●	The median household income in Putnam County and Rockland County was $99,608 and $88,571, respectively, compared to $62,765 in the State of New York;

	●	Approximately 38.5% and 40.4% of the population of Putnam County and Rockland County, respectively, held a bachelor’s degree or higher, compared to 35.3% in the State of New York; and

	●	Approximately 5.4% and 13.3% of the population of Putnam County and Rockland County, respectively, had incomes below poverty level, compared to 14.1% in the State of New York.

We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies. Our primary focus is to build and develop profitable customer relationships across all lines of business while maintaining our position as a community bank.

We are a small community savings institution and as of June 30, 2018 (the latest date for which information is available), our market share was 0.06% of total FDIC-insured deposits in Westchester, making us the 29th largest out of 33 financial institutions in Westchester County based upon deposit share as of that date.

Business Strategy

Our current business strategy is to operate as a community bank dedicated to serving the needs of our consumer and business customers and emphasizing personalized and efficient customer service. Highlights of our current business strategy include:

●

growing our assets and liabilities by increasing our presence in the communities we serve and expanding our service delivery channels;

	●	utilizing our management’s commercial banking experience by diversifying our lending operations to increase our emphasis on commercial and multi-family real estate lending, commercial lending and student loan originations;

	●	maintaining our strong asset quality profile through conservative loan underwriting;

	●	increasing our non-interest income through the origination and sale of one-to four-family residential real estate loans and the guaranteed-portion of SBA loans;

	●	managing interest rate risk by emphasizing the origination of shorter-term loans for retention in our portfolio;

	●	continuing to attract and retain customers in our market area and build our “core” deposits consisting of demand, NOW, savings and money market accounts;

	●	opportunistically seek to purchase or sell loans in the future including whole or participations in one to four-family residential real estate loans, commercial and multi-family real estate loans and student loans; and

Lending Activities

General. Historically, our principal lending activity has been the origination, for retention in our portfolio, of mortgage loans collateralized by one- to four-family residential real estate located within our primary market area, and at December 31, 2018, $18.2 million, or 42.2%, of our total loan portfolio was comprised of owner-occupied one- to four-family residential real estate loans. We also offer commercial real estate and multi-family real estate loans, which we retain in our portfolio, including non-owner occupied one - to four-family residential real estate loans. At December 31, 2018, $15.6 million, or 36.1% of our total loan portfolio was comprised of commercial and multi-family real estate loans. We intend to grow our commercial and multi-family real estate loan portfolio, subject to favorable market conditions, including the origination of SBA loans. We also offer student loans, commercial loans that are not real estate secured, home equity lines of credit and other loans. At December 31, 2018, $8.0 million, or 18.6% of our loan portfolio was comprised of student loans and $1.3 million, or 3.1%, was comprised of commercial loans, home equity and passbook loans. We have, on occasion, purchased loans, including commercial real estate, one- to four-family residential real estate loans and student loans, and at December 31, 2018 purchased loans accounted for $10.1 million of our total loan portfolio. We will opportunistically seek to purchase whole or participations in one- to four-family residential real estate loans and commercial and multi-family real estate loans in the future.

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio, by type of loan at the dates indicated, excluding loans held for sale.

	December 31,
	2018						2017
	Amount			Percent			Amount			Percent
	(Dollars in thousands)
Real estate loans:
One-to four-family residential	$	18,239			42.2	%	$	22,328			45.6	%
Commercial and multi-family residential		15,640			36.1	%		14,636			29.9	%
Home equity lines of credit		28			0.1	%		433			0.9	%
Student loans		8,025			18.6	%		10,151			20.7	%
Commercial and other loans		1,317			3.0	%		1,424			2.9	%
Total loans receivable		43,249			100.0	%		48,972			100.0	%
Less:
Deferred loan fees (costs and premiums)		(261	)					(333	)
Allowance for loan losses		408						507

Total loans receivable, net		43,102						48,798

Loan Portfolio Maturities. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2018. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in the year ending December 31, 2019. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

	One-to-four		Commercial and multi-
	family		family
	residential		residential		Home Equity
	real estate		real estate		lines of		Student		Other
	loans		loans		credit		Loans		loans		Total

Due During the
Years Ending
December 31,

2019	$	54,735	$	1,444,283	$	-	$	-	$	602,142	$	2,101,160
2020		94,444		341,647		-		-		-	$	436,091
2021		22,805		-		-		117,292		-	$	140,097
2022 to 2023		64,989		2,608,136		10,723		671,809		235,553	$	3,591,210
2024 to 2028		3,717,774		7,377,926		5,800		4,007,529		395,408	$	15,504,437
2029 to 2033		4,497,379		2,532,683		11,202		17,787		-	$	7,059,051
2034 and beyond		9,787,079		1,335,558		-		3,210,171		83,442	$	14,416,250
	$	18,239,205	$	15,640,233	$	27,725	$	8,024,588	$	1,316,545	$	43,248,296

Fixed and Adjustable-Rate Loan Schedule. The following table sets forth at December 31, 2018, the dollar amount of all fixed-rate and adjustable-rate loans due after December 31, 2019.

Due after December 31, 2019
	Fixed		Adjustable		Total
Real estate loans:		(In thousands)
One-to four-family residential	$	15,410	$	2,775	$	18,185
Commercial and multi-family residential	$	8,860		5,335	$	14,195
Home equity lines of credit	$	-		28		28
Student loans	$	4,778		3,246		8,024
Commercial and other loans	$	236		479		715
Total loans	$	29,284	$	11,863	$	41,147

One- to Four-Family Residential Real Estate Lending. The focus of our lending program has historically been the origination and retention in our portfolio of one- to four-family residential real estate loans. At December 31, 2018, $18.2 million, or 42.2% of our total loan portfolio, consisted of owner-occupied, one- to four-family residential real estate loans.

We originate both fixed-rate and adjustable-rate one- to four-family residential real estate loans. At December 31, 2018, 84.5% of our one- to four-family residential real estate loans were fixed-rate loans, and 15.5% were adjustable-rate loans.

Because we have not historically sold any of the one- to four-family residential real estate loans that we have originated, we have not originated these loans in conformance with either Fannie Mae or Freddie Mac underwriting guidelines. We may consider selling certain newly originated, longer-term (15 years or greater), one- to four-family residential real estate loans, in an effort to generate fee income and manage interest rate risk. It is expected that these loans will be underwritten according to Freddie Mac guidelines, and we will refer to loans that conform to such guidelines as “conforming loans.” We could originate both fixed- and adjustable-rate mortgage loans conforming to Fannie Mae guidelines in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency for Freddie Mac, which as of January 1, 2019 was generally $484,350 for single-family homes in our market area. We may also originate loans above the lending limit for conforming loans, which we will refer to as “jumbo loans.”

Virtually all of our one- to four-family residential real estate loans are secured by properties located in our primary lending area, which we define as the New York Counties of Westchester, Putnam and Rockland.

We generally limit the loan-to-value ratios of our mortgage loans to 80% of the sales price or appraised value, whichever is lower.

Our fixed-rate one- to four-family residential real estate loans typically have terms of 15 or 30 years.

Our adjustable-rate one- to four-family residential real estate loans generally have fixed rates for initial terms of three, five or seven years, and adjust annually thereafter at a margin, which in recent years has been 2.50% over the weekly average yield on U.S. treasury securities adjusted to a constant maturity of one year. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period and the lifetime interest rate cap is generally 6% over the initial interest rate of the loan. Our adjustable-rate loans carry terms to maturity of up to 30 years. Certain of our adjustable-rate loans which were originated prior to 2010 can be adjusted upward but cannot be adjusted below the initial interest rate of the loan.

Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically reprice, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by the maximum periodic and lifetime rate adjustments permitted by our loan documents. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest rates.

We do not offer “interest only” mortgage loans on permanent one- to four-family residential real estate loans (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 the loan, resulting in an increased principal balance during the life of the loan. We do not offer “subprime loans” on one-to four- family residential real estate loans (i.e., loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios), or “Alt-A” (i.e., loans that generally target borrowers with better credit scores who borrow with alternative documentation such as little or no verification of income).

Commercial and Multi-Family Real Estate Lending. Consistent with our strategy to expand our loan products and to enhance the yield and reduce the term to maturity of our loan portfolio, we offer commercial and multi-family real estate loans. At December 31, 2018, we had $15.6 million in commercial and multi-family real estate loans, representing 36.1% of our total loan portfolio. Subject to future economic, market and regulatory conditions, we will continue to increase our emphasis on originations and purchases of commercial and multi-family real estate loans.

Generally, our commercial real estate and multi-family loans have terms of up to 10 years and amortize for a period of up to 25 years. Interest rates may be fixed or adjustable, and if adjustable then they are generally based upon a 5 year Treasury or Federal Home Loan Bank index or the Prime rate of interest.

Almost all of our commercial and multi-family real estate loans are collateralized by office buildings, mixed-use properties and multi-family real estate located in our market area.

We consider a number of factors in originating commercial and multi-family real estate loans, including non-owner occupied, one- to four-family residential real estate loans. We evaluate the qualifications and financial condition of the borrower, including credit history, profitability and expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider 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). All commercial and multi-family real estate loans are appraised by outside independent appraisers who are approved by the board of directors on an annual basis. Personal guarantees are generally obtained from the principals of commercial and multi-family real estate loans.

Commercial and multi-family real estate loans, including non-owner occupied, one- to four-family residential real estate loans, entail greater credit risks compared to owner-occupied one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial and multi-family real estate than residential properties.

Our loans-to-one borrower limit is 15% of Sunnyside Federal’s unimpaired capital, which limit was $1.9 million at December 31, 2018. We generally target commercial and multi-family real estate loans with balances of up to the lesser of $1.5 million or our legal lending limit. At December 31, 2018, our average commercial real estate loan had a balance of $494,000. At that same date, our largest commercial real estate relationship totaled $1.5 million and was performing in accordance with its repayment terms.

Student Loans. We underwrite and purchase private student loans setting maximum debt-to-income ratios, minimum income and minimum FICO scores. The underwritten loans are typically variable rate loans for students who are pursuing undergraduate or post-undergraduate studies. These loans totaled $3.3 million at December 31, 2018. Our purchased portfolio is generally for consolidation student loans with repayment terms that do not exceed 10 years. These loans totaled $4.7 million at December 31, 2018. At December 31, 2018, student loans totaled $8.0 million and represented 18.6% of our loan portfolio.

Management believes that offering student loans and other loan products helps expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Student loans and other loans generally have greater risk compared to longer-term loans secured by one- to four-family residential real estate loans.

Commercial Loans and Other. To a lesser extent, we offer commercial loans that are not real estate secured as well as passbook loans. At December 31, 2018, commercial and other loans totaled $1.3 million, or 3.1% of our loan portfolio.

Home Equity Lines of Credit. We offer home equity lines of credit secured by a first or second mortgage on residential property. Home equity lines of credit are made with adjustable rates, and with combined loan-to-value ratios of up to 80% on an owner-occupied principal residence.

Home equity lines of credit are generally underwritten using the same criteria that we use to underwrite one- to four-family residential real estate loans. Home equity lines of credit may be underwritten with a loan-to-value ratio of up to 80% when combined with the principal balance of the existing first mortgage loan. Generally, our home equity lines of credit are originated with adjustable-rates based on the floating prime rate of interest and require interest paid monthly during the first five years and principal and interest for an additional 10 years. Home equity lines of credit are available in amounts of up to $250,000.

Home equity lines of credit have greater risk than one- to four-family residential real estate loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers. Decreases in real estate values could adversely affect the value of property used as collateral for our loans.

At December 31, 2018, the average loan balance of our outstanding home equity lines of credit was $9,000, and the largest outstanding balance of any such loan was $11,000. This loan was performing in accordance with its repayment terms at December 31, 2018.

Loan Originations, Purchases and Sales. Our loan originations are generated by our loan personnel operating at our banking office. All loans we originate are underwritten pursuant to our policies and procedures. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

We have historically retained all of our loans in portfolio, but we may, subject to favorable market conditions, consider selling certain longer-term (15 years or greater), fixed-rate one-to-four family residential real estate loans.

We have, on occasion, purchased commercial real estate and one- to four-family residential real estate loans, and in recent years, student loans. At December 31, 2018, these types of purchased loans accounted for $10.1 million of our total loan portfolio. We will opportunistically seek to purchase loans in the future including whole or participations in one to four-family residential real estate loans, commercial and multi-family real estate loans and student loans.

The following table shows our loan origination, purchases and repayment activities for the years indicated.

	Year Ended December 31,
	2018			2017
	(In thousands)
Total loans at beginning of year	$	48,972		$	48,372
Loans originated:
Real estate loans:
One-to four-family residential		-			-
Commercial and multi-family		3,252			2,543
Home equity lines of credit		-			63
Total real estate loans		3,252			2,606

Student loans		-			191
Other		-			1,638
Total loans originated	$	3,252		$	4,435

Loans Purchased:
One-to four-family residential		-			1,413
Commercial and multi-family		-			-
Student loans		-			5,713
Total Loans Purchased	$	-		$	7,126

Loans Sold:
Commercial and multi-family		-			-
Other		-			835
Total Loans Sold	$	-		$	835
Deduct:
Principal repayments	$	8,976		$	10,126
Net loan activity	$	(5,724	)	$	600
Total loans at end of year	$	43,248		$	48,972

Loan Approval Procedures and Authority. Pursuant to applicable law, the aggregate amount of loans that we are permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of Sunnyside Federal’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 December 31, 2018, our largest credit relationship totaled $1.5 million and was secured by commercial real estate. At December 31, 2018, this relationship was performing in accordance with its repayment terms. Our second largest relationship at this date was a $1.3 million loan secured by commercial real estate that was performing in accordance with its repayment terms.

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 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.

All commercial and multi-family real estate loans require approval from our board of directors. Our credit committee which is comprised of our President and Chief Executive Officer, our Chief Financial Officer and one outside director, has approval authority of up to $500,000 for one- to four-family residential real estate loans and up to $250,000 for home equity lines of credit.

Generally, we require title insurance 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. We also require flood insurance if the improved property is determined to be in a flood zone area.

Collection Procedures. When a residential mortgage borrower fails to make required payments on a loan, we take a number of steps to induce the borrower to cure the delinquency and restore the loan to current status. With respect to residential real estate loans, we generally send a written notice of non-payment to the borrower 15, 30, 60 and 90 days after a loan is first past due. When a loan becomes 90 days past due, the loan is turned over to our attorneys to ensure that further collection activities are conducted in accordance with applicable laws and regulations. All loans past due 90 days are put on non-accrual and reported to the board of directors monthly. If our attorneys do not receive a response from the borrower, or if the terms of any payment plan established are not followed, then foreclosure proceedings will be implemented. Management submits an Asset Classification Report detailing delinquencies to the board of directors on a monthly basis.

Delinquent Loans. The following table sets forth certain information regarding delinquencies in our loan portfolio.

	Loans Delinquent for
	30-89 Days				90 Days and Over				Total
	Number		Amount		Number		Amount		Number		Amount
	(Dollars in thousands)
At December 31, 2018
Real estate loans:
One to four-family residential		-	$	-		1	$	49		1	$	49
Commercial and multi-family residential		-		-		-		-		-		-
Home equity lines of credit		-		-		-		-		-		-
Commercial		-		-		-		-		-		-
Student		4		38		-		-		4		38
Other loans		-		-		-		-
Total		4	$	38		1	$	49		5	$	87

At December 31, 2017
Real estate loans:
One to four-family residential		1	$	177		2	$	336		3	$	513
Commercial and multi-family residential		-		-		-		-		-		-
Home equity lines of credit		-		-		-		-		-		-
Commercial		-		-		-		-		-		-
Student		3		48		1		27		4		75
Other loans		-		-
Total		4	$	225		3	$	363		7	$	588

Non-Performing Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.

	At December 31,
	2018			2017
	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One-to four-family residential		249			599
Commercial and multi-family		-			-
Home equity lines of credit		-			16
Student loans		-			-
Other		-			-
Total		249			615

Accruing loans 90 days or more past due
Real estate loans:
One-to four-family residential		49			-
Commercial and multi-family		-			-
Home equity lines of credit		-			-
Student loans		-			27
Other		-			-
Total loans 90 days or more past due		49			27

Total non-performing loans		298			642

Real estate owned
Other non-performing assets		-			-
		-			-
Total non-performing assets		298			642

Troubled debt restructurings:
Real estate loans:
One-to four family residential		249			-
Commercial and multi-family		-			-
Home equity lines of credit		-			-
Other		-			-
Total		249			-

Ratios:
Total non-performing loans to total loans		0.69	%		1.31	%
Total non-performing loans to total assets		0.37	%		0.76	%
Total non-performing assets to total assets		0.37	%		0.76	%

For the year ended December 31, 2018, gross interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms was $25,300. Interest income recognized on such loans for the year ended December 31, 2018 was $14,100.

Classified Assets. Federal regulations require that each insured savings institution classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, federal examiners have authority to identify problem assets and, if appropriate, classify them. There are three classifications for problem assets: “substandard,” “doubtful” and “loss.” Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a higher possibility of loss. An asset classified as a loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. Another category designated “special mention” also may be established and maintained for assets which do not currently expose an insured institution to a sufficient degree of risk to warrant classification as substandard, doubtful or loss. If a classified asset is deemed to be impaired with measurement of loss, Sunnyside Federal will establish a charge-off of the loan pursuant to Accounting Standards Codification Topic 310, “Receivables.”

The following table sets forth information regarding classified assets and special mention assets at December 31, 2018 and 2017.

	At December 31,
	2018		2017
	(In thousands)
Classification of Assets
Substandard	$	274	$	566
Doubtful		-		-
Loss		-		-

Total Classified Asstes		274		566
Special Mention		49		49

Potential problem loans are loans that are currently performing and are not included in non-accrual loans above, but may be delinquent. These loans require an increased level of management attention, because we have serious doubts as to the ability of the borrower to comply with the present loan repayment terms and as a result such loans may be included at a later date in non-accrual loans. At December 31, 2018, we had no potential problem loans that are not accounted for above under “ – Classified Assets.” Please see “ – Non-Performing Assets” above for a discussion of our special mention loans at December 31, 2018.

Allowance for Loan Losses. We maintain the allowance through provisions for loan losses that we charge to income. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. Recoveries on loans charged-off are restored to the allowance for loan losses. The allowance for loan losses is maintained at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio both probable and reasonable to estimate at each reporting date.

The level of allowance for loan losses is based on management’s periodic review of the collectability of the loans principally in light of our historical experience, augmented by the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and current and anticipated economic conditions in the primary lending area. We evaluate our allowance for loan losses quarterly. We will continue to monitor all items involved in the allowance calculation closely.

In addition, the regulatory agencies, as an integral part of their examination and review process, periodically review our loan portfolios and the related allowance for loan losses. Regulatory agencies may require us to increase the allowance for loan losses based on their judgments of information available to them at the time of their examination, thereby adversely affecting our results of operations.

For 2018 and 2017, we recorded a provision of $3,800 and $40,000, respectively. The allowance for loan losses was $408,000, or 0.94% of total loans, at December 31, 2018, compared to $507,000, or 1.04% of total loans, at December 31, 2017. At both dates, the level of our allowance reflects management’s view of the risks inherent in the loan portfolio and high level of asset quality. Consistent with our business strategy, we intend to increase our originations of commercial and multi-family real estate and commercial loans. These types of loans generally bear higher risk than our one- to four-family residential real estate loans. Accordingly we would expect to increase our allowance for loans losses in the future as the balance of these types of loans increase in our portfolio.

The following table sets forth the analysis of the activity in the allowance for loan losses for the fiscal years indicated:

	At or For the Years Ended December 31,
	2018			2017
	(In thousands)
Balance at beginning of year	$	507		$	467

Charge-offs:
Real estate loans:
One-to four-family residential		91			-
Commercial and multi-family		-			-
Home equity lines of credit		-			-
Student Loans		12			-
Other loans		-			-
Total charge-offs		103			-

Recoveries:
Real estate loans:
One-to four-family residential		-			-
Commercial and multi-family		-			-
Home equity lines of credit		-			-
Other loans		-			-
Total recoveries		-			-

Net Charge-offs		103			-
Provision for loan losses		4			40
Balance at end of year	$	408		$	507

Ratios:
Net charge-offs to average loans outstanding		0.23	%		-	%
Allowance for loan losses to non-performing loan at end of year		136.9	%		79.0	%
Allowance for loan losses to total loans at end of year		0.94	%		1.04	%

Allocation of Allowance for Loan Losses. The following table sets forth the allocation of allowance for loan losses by loan category at the dates indicated. The table also reflects each loan category as a percentage of total loans receivable. The allocation of the allowance by category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any category. We did not have an unallocated allowance as of the dates presented.

	At December 31,
	2018								2017
	Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans			Amount		Percent of Allowance to Total Allowance			Percent of Loans in Category to Total Loans
Real estate loans:
One-to four-family residential		145		35.5	%		42.2	%	$	318		62.7	%		45.6	%
Commercial and multi-family residential		128		31.4	%		36.1	%		121		23.9	%		29.9	%
Home equity lines of credit		1		0.3	%		0.10	%		4		0.8	%		0.9	%
Student loans		122		29.9	%		18.6	%		54		10.7	%		20.7	%
Other loans		12		2.9	%		3.0	%		10		1.9	%		2.9	%
Total allowance for loan losses		408		100	%		100.00	%		507		100.0	%		100.0	%

Securities Activities

General. Our investment policy is established by the board of directors. The objectives of the policy are to: (i) ensure adequate liquidity for loan demand and deposit fluctuations, and to allow us to alter our liquidity position to meet both day-to-day and long-term changes in assets and liabilities; (ii) manage interest rate risk in accordance with our interest rate risk policy; (iii) provide collateral for pledging requirements; (iv) maximize return on our investments; and (v) maintain a balance of high quality diversified investments to minimize risk.

Our investment committee, consisting of our President and Chief Executive Officer, our Chief Financial Officer and our Chief Operating Officer is responsible for implementing our investment policy, including approval of investment strategies and monitoring investment performance. Our President and Chief Executive Officer and our Chief Financial Officer are each authorized to execute purchases or sales of securities of up to $2.0 million. The board of directors regularly reviews our investment strategies and the market value of our investment portfolio.

We account for investment and mortgage-backed securities in accordance with Accounting Standards Codification Topic 320, “Investments - Debt and Equity Securities.” Accounting Standards Codification 320 requires that investments be categorized as held-to maturity, trading, or available for sale. Our decision to classify certain of our securities as available-for-sale is based on our need to meet daily liquidity needs and to take advantage of profits that may occur from time to time.

Federally chartered savings institutions have authority to invest in various types of assets, including government-sponsored enterprise obligations, securities of various federal agencies, residential mortgage-backed securities, certain certificates of deposit of insured financial institutions, overnight and short-term loans to other banks, corporate debt instruments, debt instruments of municipalities and Fannie Mae and Freddie Mac equity securities. At December 31, 2018, our investment portfolio consisted of securities and mortgage-backed securities issued by U.S. Government agencies or U.S. Government-sponsored enterprises and state and political subdivisions. Additionally, as a member of the Federal Home Loan Bank of New York (FHLB), we are required to purchase stock in the FHLB and at December 31, 2018, we owned $246,000 in FHLB stock. At December 31, 2018, we had no investments in a single company or entity (other than an agency of the U.S. Government or a U.S. Government-sponsored enterprise) that had an aggregate book value in excess of 10% of our equity.

The following table sets forth the amortized cost and fair value of our securities portfolio (excluding common stock we hold in the Federal Home Loan Bank of New York and in the Atlantic Community Bankers Bank) at the dates indicated.

	At December 31,
	2018				2017
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Securities held to maturity:
U.S. government and agency securities	$	-	$	-	$	-	$	-
Mortgage-backed securities		81		82		108		112
State, county, and municipal obligations		548		541		549		560
Total securities held to maturities		629		623		657		672

Securities available for sale:
U.S. government and agency securities		3,000		2,971		2,999		2,978
Mortgage-backed securities		27,166		26,456		26,593		26,198
Total securities available for sale	$	30,166	$	29,427	$	29,592	$	29,176

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at December 31, 2018 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur.

						More than One year					More than Five Years
	One Year or Less					through Five Years					through Ten Years					More than Ten Years					Total Securities
			Weighted					Weighted					Weighted					Weighted							Weighted
	Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Fair		Average
	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Value		Yield
	(Dollars in thousands)
Securities held to maturity:
US government and agency securities	$	-		-	%	$	-		-	%	$	-		-	%	$	-		-	%	$	-	$	-		-	%
Mortgage-backed securities	$	-		-	%	$	-		-	%	$	-		-	%	$	81		3.18	%	$	81	$	82		3.18	%
State, county and municipal securities	$	201		1.27	%	$	-		-	%	$	-		-	%	$	347		3.27	%	$	548	$	541		2.53	%
Total securities held to maturity	$	201		1.27	%	$	-		-	%		-		-	%	$	428		3.25	%	$	629	$	623		2.62	%

Securities available for sale:
US government and agency securities	$	1,000		1.52	%	$	2,000		1.88	%	$	-		-	%	$	-		-	%	$	3,000	$	2,971		1.76	%
Mortgage-backed securities	$	-		-	%	$	1,268		1.43	%	$	1,933		1.93	%	$	23,965		2.47	%	$	27,166	$	26,456		2.39	%
Total securities available for sale	$	1,000		1.52	%	$	3,268		1.70	%	$	1,933		1.93	%		23,965		2.47	%	$	30,166	$	29,427		2.32	%

Sources of Funds

General. Deposits, scheduled amortization and prepayments of loan principal, maturities and calls of securities and funds provided by operations are our primary sources of funds for use in lending, investing and for other general purposes. We can also borrow from the Federal Home Loan Bank to fund our operations and we had $3.75 million and $0 in advances at December 31, 2018 and 2017, respectively.

Deposits. We offer deposit products having a range of interest rates and terms. We currently offer statement savings accounts, NOW accounts, noninterest-bearing demand accounts, money market accounts and certificates of deposit. Our strategic plan includes a greater emphasis on developing commercial business activities, both deposit and lending customer relationships.

Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. Our deposits are primarily obtained from areas surrounding our branch office. In order to attract and retain deposits we rely on paying competitive interest rates and providing quality service.

Based on our experience, we believe that our deposits are relatively stable. However, the ability to attract and maintain deposits and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. At December 31, 2018, $19.8 million, or 31.1% of our total deposit accounts were certificates of deposit, of which $13.0 million had maturities of one year or less.

The following tables set forth the distribution of our average deposit accounts, by account type, for the years indicated.

	2018								2017
						Weighted								Weighted
	Average					Average			Average					Average
	Balance		Percent			Rate			Balance		Percent			Rate
	(In thousands)
Deposit Type
Non-interest-bearing
Checking	$	4,722		6.9	%		0	%	$	4,597		6.7	%		0	%
NOW		12,147		17.8	%		0.05	%		11,556		16.9	%		0.05	%
Savings		25,939		37.9	%		0.12	%		29,380		43.0	%		0.11	%
Money Market		3,372		4.9	%		0.09	%		3,184		4.7	%		0.09	%
Certificates of Deposits		22,222		32.5	%		1.04	%		24,735		36.2	%		0.75	%
	$	68,402		100	%		0.40	%	$	73,452		107	%		0.31	%

The following table sets forth certificates of deposit classified by interest rate as of the dates indicated.

	At December 31,
	2018		2017
	(In thousands)
Interest Rate:
Less than 2.00%		16,103		24,123
2.00% to 2.99%		3,712		-
3.00% to 3.99%		-		-
4.00% to 4.99%		-		-
5.00% and above		-		-
Total		19,815		24,123

Maturities of Certificates of Deposit Accounts. The following table sets forth the amount and maturities of certificates of deposit accounts at the dates indicated.

	At December 31, 2018
	Period to Maturity
	Less Than or Equal to One Year		More Than One to Two Years		More Than Two to Three Years		More Than Three Years		Total		Percent of Total
	(In thousands)
Interest Rate Range:
Less than 2.00%	$	12,113	$	2,600	$	588	$	802	$	16,103		81.3	%
2.00% to 2.99%	$	880	$	2,559	$	273	$	-	$	3,712		18.7	%
3.00% to 3.99%	$	-	$	-	$	-	$	-	$	-		0	%
4.00% to 4.99%	$	-	$	-	$	-	$	-	$	-		0	%
									$	-		0	%
Total	$	12,993	$	5,159	$	861	$	802	$	19,815		100	%

As of December 31, 2018, the aggregate amount of outstanding certificates of deposit at Sunnyside Federal in amounts greater than or equal to $100,000 was approximately $9.1 million. The following table presents the maturity of these certificates of deposit at such date.

Period to Maturity	At December 31, 2018
	(In thousands)
Three months or less	$	1,565
Over three through six months		1,801
Over six months through one year		2,254
Over one year to three years		3,493
Over three years		-
Total	$	9,113

Borrowings: As a member of the Federal Home Loan Bank of New York, Sunnyside Federal is eligible to obtain advances from the Federal Home Loan Bank by pledging investment securities as collateral or mortgage loans, provided certain standards related to credit-worthiness have been met. Federal Home Loan Bank advances are available pursuant to several credit programs, each of which has its own interest rate and range of maturities. The following table presents our outstanding balances and interest rates on these advances:

	At of For the Years Ended December 31,
	2018			2017
	(In thousands)
Balance at end of period	$	3,750		$	-
Average balance during period		1,147			1,550
Maximum outstanding at any month end		4,700			3,700
Interest rate at end of period		2.62	%		N/A
Average interest rate during period		2.7	%		1.0	%

Expense and Tax Allocation

Sunnyside Federal has entered into an agreement with Sunnyside Bancorp to provide it with certain administrative support services for compensation not less than the fair market value of the services provided. In addition, Sunnyside Federal and Sunnyside Bancorp have entered into an agreement to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.

Employees

As of December 31, 2018, we had 11 full-time equivalent employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.

REGULATION AND SUPERVISION

General

As a federal savings association, Sunnyside Federal is subject to examination and regulation by the Office of the Comptroller of the Currency (“OCC”), and is also subject to examination by the Federal Deposit Insurance Corporation (“FDIC”). The federal system of regulation and supervision establishes a comprehensive framework of activities in which Sunnyside Federal may engage and is intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund.

Sunnyside Federal also is regulated to a lesser extent by the Board of Governors of the Federal Reserve System, or the “Federal Reserve Board”, which governs the reserves to be maintained against deposits and other matters. In addition, Sunnyside Federal is a member of and owns stock in the Federal Home Loan Bank of New York, which is one of the twelve regional banks in the Federal Home Loan Bank System. Sunnyside Federal’s relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a lesser extent, state law, including in matters concerning the ownership of deposit accounts and the form and content of Sunnyside Federal’s loan documents.

As a savings and loan holding company, Sunnyside Bancorp is subject to examination and supervision by, and is required to file certain reports with, the Federal Reserve Board. Sunnyside Bancorp is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Set forth below are certain material regulatory requirements that are applicable to Sunnyside Federal and Sunnyside Bancorp. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on Sunnyside Federal and Sunnyside Bancorp. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on Sunnyside Bancorp, Sunnyside Federal and their operations.

Federal Banking Regulation

Business Activities. A federal savings association derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, Sunnyside Federal 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. Sunnyside Federal may also establish subsidiaries that may engage in certain activities not otherwise permissible for Sunnyside Federal, including real estate investment and securities and insurance brokerage.

Examinations and Assessments. Sunnyside Federal is primarily supervised by the OCC, and as such is required to file reports with and is subject to periodic examination by the OCC. Sunnyside Federal also is required to pay assessments to the OCC to fund the agency’s operations.

Capital Requirements. Federal regulations require FDIC-insured depository institutions, including federal savings associations, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio, a Tier 1 capital to risk-based assets ratio, a total capital to risk-based assets ratio and a Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act.

The 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. The regulations also establish a minimum required leverage ratio of at least 4% Tier 1 capital. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain 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 that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). Sunnyside Federal has exercised the opt-out and therefore does not include AOCI in its regulatory capital determinations. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, an institution’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on the risk deemed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

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 assets 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.

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies are required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A financial institution can elect to be subject to this new definition.

At December 31, 2018, Sunnyside Federal’s capital exceeded all applicable requirements.

Prompt Corrective Action. Under the federal Prompt Corrective Action statute, the OCC is required to take supervisory actions against undercapitalized institutions under its jurisdiction, the severity of which depends upon the institution’s level of capital. An institution that 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 common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4% is considered to be “undercapitalized.” A savings institution that has total risk-based capital of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized.” A savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.”

Generally, the OCC is required to appoint a receiver or conservator for a federal savings association that becomes “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the OCC within 45 days of the date that a federal savings association is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company of a federal savings association that is required to submit a capital restoration plan must guarantee performance under the plan in an amount of up to the lesser of 5.0% of the savings association’s assets at the time it was deemed to be undercapitalized by the OCC or the amount necessary to restore the savings association to adequately capitalized status. This guarantee remains in place until the OCC notifies the savings association that it has maintained adequately capitalized status for each of four consecutive calendar quarters. Institutions that are undercapitalized become subject to certain mandatory measures such as restrictions on capital distributions and asset growth. The OCC may also take any one of a number of discretionary supervisory actions against undercapitalized federal savings associations, including the issuance of a capital directive and the replacement of senior executive officers and directors.

At December 31, 2018, Sunnyside Federal met the criteria for being considered “well capitalized,” which means that its total risk-based capital ratio exceeded 10%, its Tier 1 risk-based ratio exceeded 8.0%, its common equity Tier 1 ratio exceeded 6.5% and its leverage ratio exceeded 5.0%.

Loans-to-One Borrower. Generally, a federal savings 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 readily marketable collateral, which generally does not include real estate. As of December 31, 2018, Sunnyside Federal was in compliance with the loans-to-one borrower limitations.

Qualified Thrift Lender Test. As a federal savings association, Sunnyside Federal must satisfy the qualified thrift lender, or “QTL,” test. Under the QTL test, Sunnyside Federal must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgages 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 association, 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 association’s business.

Sunnyside Federal also may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code of 1986, as amended.

A savings association that fails the qualified thrift lender test must operate under specified restrictions set forth in the Home Owners’ Loan Act. The Dodd-Frank Act made noncompliance with the QTL test subject to agency enforcement action for a violation of law. At December 31, 2018, Sunnyside Federal satisfied the QTL test.

Capital Distributions. Federal regulations govern capital distributions by a federal savings association, which include cash dividends, stock repurchases and other transactions charged to the savings association’s capital account. A federal savings association must file an application for approval of a capital distribution if:

	●	the total capital distributions for the applicable calendar year exceed the sum of the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years;

	●	the savings association would not be at least adequately capitalized following the distribution;

	●	the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or

	●	the savings association is not eligible for expedited treatment of its filings.

Even if an application is not otherwise required, every savings association that is a subsidiary of a savings and loan holding company, such as Sunnyside Federal, must still file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend or approves a capital distribution.

A notice or application related to a capital distribution may be disapproved if:

	●	the federal savings 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 shall not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement. A federal savings association also may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account established in connection with its conversion to stock form.

Community Reinvestment Act and Fair Lending Laws. All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a federal savings association, the Office of the Comptroller of the Currency is required to assess the federal savings association’s record of compliance with the Community Reinvestment Act. A savings 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. 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. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.

The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. Sunnyside Federal received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination.

Transactions with Related Parties. A federal savings association’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls, or is under common control with an insured depository institution such as Sunnyside Federal. Sunnyside Bancorp is an affiliate of Sunnyside Federal because of its control of Sunnyside Federal. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings association from lending to any of its 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. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates. Federal regulations require savings associations to maintain detailed records of all transactions with affiliates.

Sunnyside Federal’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:

	●	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; 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 Sunnyside Federal’s capital.

In addition, extensions of credit in excess of certain limits must be approved by Sunnyside Federal’s board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

Enforcement. The OCC has primary enforcement responsibility over federal savings associations and has authority to bring enforcement action against all “institution-affiliated parties,” including directors, officers, stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings association. Formal enforcement action by the OCC may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution and the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1 million per day. The FDIC also has the authority to terminate deposit insurance or recommend to the OCC that enforcement action be taken with respect to a particular savings association. If such action is not taken, the FDIC has authority to take the action under specified circumstances.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information 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. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. 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. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. 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.

Insurance of Deposit Accounts. Sunnyside Federal is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposit accounts in Sunnyside Federal are insured up to a maximum of $250,000 for each separately insured depositor.

The FDIC imposes an assessment for deposit insurance on all depository institutions. Under the FDIC’s risk-based assessment system, insured institutions are assigned to risk categories based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned and certain adjustments specified by FDIC regulations, with less risky institutions paying lower rates. Assessment rates (inclusive of possible adjustments) for banks with less than $10 billion of assets currently range from 1.5 to 30 basis points of each institution’s total assets less tangible capital. The FDIC may increase or decrease the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment rulemaking. The FDIC’s current system represents a change, required by the Dodd-Frank Act, from its prior practice of basing the assessment on an institution’s volume of deposits.

The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The FDIC was required to seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more were supposed to fund the increase. The FDIC indicated in November 2018 that the 1.35% ratio was exceeded. Insured institutions of less than $10 billion of assets will receive credits for the portion of their assessments that contributed to raising the reserve ratio between 1.15% and 1.35% when the fund ratio achieves 1.38%. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC and the FDIC has exercised that discretion by establishing a long-range fund ratio of 2%.

The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of Sunnyside Federal. Future insurance assessment rates cannot be predicted.

Insurance of deposits may be terminated by the FDIC upon a finding that the 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 regulatory condition imposed in writing. We do not know of any practice, condition or violation that might lead to termination of deposit insurance.

In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the Federal Deposit Insurance Corporation, 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. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2018, the annualized FICO assessment was equal to 0.32 basis points of total assets less tangible capital.

Proposed Federal Regulation

On September 10, 2018, the OCC issued a proposed rule implementing a section of the Economic Growth, Relief and Consumer Protection Act that permits an eligible federal savings association with total consolidated assets of $20 billion or less as of December 31, 2017 to elect to operate with national bank powers without converting to a national bank charter. An eligible savings association is a federal savings association that: (1) is well capitalized; (2) has a CAMELs composite rating of 1 or 2; (3) has a consumer compliance rating of 1 or 2; (4) has a Community Reinvestment Act rating of “outstanding” or “satisfactory,” if applicable; and (5) is not subject to an enforcement action. The proposed rule is subject to change, and the OCC will issue a final rule after reviewing all comments on the proposal.

Other Regulations

Interest and other charges collected or contracted for by Sunnyside Federal are subject to state usury laws and federal laws concerning interest rates. Sunnyside Federal’s operations are also subject to federal laws applicable to credit transactions, such as the:

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

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

	●	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;

	●	Truth in Savings Act; and

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

The operations of Sunnyside Federal 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 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. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Prohibitions Against Tying Arrangements. Federal savings associations are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.

Federal Home Loan Bank System. Sunnyside Federal is a member of the Federal Home Loan Bank System, which consists of 12 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 New York, Sunnyside Federal is required to acquire and hold shares of capital stock in the Federal Home Loan Bank. As of December 31, 2018, Sunnyside Federal was in compliance with this requirement.

Qualified Mortgages and Retention of Credit Risk. The Consumer Financial Protection Bureau has issued a rule designed to clarify for lenders how they can avoid legal liability under the Dodd-Frank Act, which would hold lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to-repay standard. Under the Consumer Financial Protection Bureau’s rule, a “qualified mortgage” loan must not contain certain specified features, including:

	●	excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans);

	●	interest-only payments;

	●	negative-amortization; and

	●	terms longer than 30 years.

Also, to qualify as a “qualified mortgage,” a borrower’s total monthly debt-to-income ratio may not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. The Consumer Financial Protection Bureau’s rule on qualified mortgages could limit our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive/and or time consuming to make these loans, which could limit our growth or profitability.

In addition, the Dodd-Frank Act requires the regulatory agencies to issue regulations that require securitizers of loans to retain not less than 5% of the credit risk for any asset that is not a “qualified residential mortgage.” The regulatory agencies have issued a proposed rule to implement this requirement. The Dodd-Frank Act provides that the definition of “qualified residential mortgage” can be no broader than the definition of “qualified mortgage” issued by the Consumer Financial Protection Bureau for purposes of its regulations (as described above). Although the final rule with respect to the retention of credit risk has not yet been issued, the final rule could have a significant effect on the secondary market for loans and the types of loans we originate, and restrict our ability to make loans.

Holding Company Regulation

General. Sunnyside Bancorp is a non-diversified savings and loan holding company within the meaning of the Home Owners’ Loan Act. As such, Sunnyside Bancorp is registered with the Federal Reserve Board and is subject to regulations, examinations, supervision and reporting requirements applicable to savings and loan holding companies. In addition, the Federal Reserve Board has enforcement authority over Sunnyside Bancorp and its 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 the subsidiary savings institution.

Permissible Activities. The business activities of Sunnyside Bancorp are generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, provided certain conditions are met, 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 Section 4(c)(8) of 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 Sunnyside Bancorp, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or holding company thereof, without prior regulatory approval. It also prohibits the acquisition or retention of, with certain exceptions, more than 5% of a non-subsidiary company engaged in activities that are not closely related to banking or financial in nature, 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 must consider the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.

The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:

	●	the approval of interstate supervisory acquisitions by savings and loan holding companies; and

	●	the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition.

The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Capital. Savings and loan holding companies have historically not been subjected to consolidated regulatory capital requirements. The Dodd-Frank Act required the Federal Reserve Board to establish for all bank and savings and loan holding companies minimum consolidated capital requirements that are as stringent as those required for the insured depository subsidiaries. However, the Federal Reserve Board has extended to savings and loan holding companies the applicability of the “Small Bank Holding Company” exception to its consolidated capital requirements and, as a result of recent legislation, increased the threshold for the exception from $1.0 billion in assets to $3.0 billion. As a result, savings and loan holding companies with less than $3.0 billion in consolidated assets are generally not subject to the capital requirements unless otherwise advised by the Federal Reserve Board.

Source of Strength. The Dodd-Frank Act extended the “source of strength” doctrine to savings and loan holding companies. The regulatory agencies must issue regulations requiring that all Association and savings and loan holding companies serve as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.

Dividends. Sunnyside Federal is required to notify the Federal Reserve Board thirty days before declaring any dividend to Sunnyside Bancorp. The financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the regulator and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution.

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

Sunnyside Bancorp’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Sunnyside Bancorp is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

TAXATION

Federal Taxation

General. Sunnyside Bancorp and Sunnyside Federal 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 material federal income tax matters and is not a comprehensive description of the tax rules applicable to Sunnyside Bancorp and Sunnyside Federal.

Method of Accounting. For federal income tax purposes, Sunnyside Federal currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31^st for filing its federal income tax returns. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by large savings institutions, effective for taxable years beginning after 1995.

Minimum Tax. The Internal Revenue Code of 1986, as amended, imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, less an exemption amount, referred to as “alternative minimum taxable income.” The alternative minimum tax is payable to the extent tax computed this way exceeds tax computed by applying the regular tax rates to regular taxable income. Net operating losses can, in general, offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. At December 31, 2018, we had no minimum tax credit carryforward.

Net Operating Loss Carryovers. Generally, a financial institution may carry back net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. However, as a result of recent legislation, subject to certain limitations, the carryback period for net operating losses incurred in 2008 or 2009 (but not both years) was expanded to five years. At December 31, 2018, Sunnyside Federal had $1,696,000 of federal net operating loss carry-forwards and $3,172,000 of New York State net operating loss carry-forwards available for future use.

On December 22, 2017, the President signed into law the Tax Act. The new law reduced the federal corporate income tax rate from 34% to 21% for tax years beginning after December 31, 2017. Under ASC 740, “Income Taxes”, companies are required to recognize the effect of tax law changes in the period of enactment; therefore, the Company re-measured its deferred tax assets and liabilities at the enacted tax rate expected to apply when its temporary differences are expected to be realized or settled. As of the date of enactment, the resulting impact of the re-measurement of the Company’s deferred tax balances was $422,910.

Capital Loss Carryovers. Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which carried and is used to offset any capital gains. Any non-deducted loss remaining after the five year carryover period is not deductible.

Corporate Dividends. We may generally exclude from our income 100% of dividends received from Sunnyside Federal as a member of the same affiliated group of corporations.

Audit of Tax Returns. Sunnyside Federal’s federal income tax returns have been audited for the years ended December 31, 2011 and 2012. Audit results concluded that no changes were proposed to the filed returns for each of the two years noted.

New York State Taxation

Sunnyside Bancorp and Sunnyside Federal report their combined income on a calendar year basis to New York State. New York State franchise tax on corporations is imposed in an amount equal to the greater of: (i) 6.5% of “entire net income” allocable to New York State; (ii) 0.125% of the capital base; or (iii) nominal minimum tax. Entire net income is based on federal taxable income, subject to certain modifications.

In addition, the companies are subject to a Metropolitan Transportation Business Tax surcharge equal to 28% of New York franchise tax, as calculated with certain adjustments.

In March 2014, tax legislation was enacted that changed the manner in which financial institutions and their affiliates are taxed in New York State. The most significant changes affecting the Company are summarized below:

	●	The statutory tax rate was reduced.

	●	An alternative tax on apportioned capital is imposed to the extent that it exceeds the tax on apportioned income. The New York State alternative tax is capped at $5 million for a tax year and is gradually phased out over six years.

	●	Thrift institutions that maintain a qualified residential loan portfolio are entitled to a specially computed modification that reduces the income taxable to New York State.

While most of the provisions of the law are effective for fiscal years beginning in 2015, the New York State statutory tax rate was not reduced until 2016. In addition, the Company’s minimum tax increased from approximately $10,000 to $18,000 per year. Also, as a result of the New York tax law changes, the Company recorded a valuation allowance on its entire New York deferred tax asset which totals $197,000 as of December 31, 2018. The amount of the impact on our future tax expense will be affected by any changes in our operations, structure, or profitability.

Sunnyside Federal’s state income tax returns have not been audited in the most recent five-year period.

Availability of Annual Report on Form 10-K

This Annual Report on Form 10-K is available by written request to: Sunnyside Bancorp Inc, 56 Main Street, Irvington, New York 10533, Attention: Corporate Secretary.

ITEM 1A. Risk Factors

The presentation of Risk Factors is not required for smaller reporting companies such as Sunnyside Bancorp.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

We operate from our office located at 56 Main Street, Irvington, New York 10533. The aggregate net book value of our premises was $1.1 million at December 31, 2018.

ITEM 3. Legal Proceedings

At December 31, 2018, we were not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, involve amounts which management believes will not materially adversely affect our financial condition, our results of operations and our cash flows.

ITEM 4. Mine Safety Disclosures.

Not applicable.

PART II

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

(a) Market Information, Holders and Dividend Information. Our common stock is quoted on the OTC Pink Marketplace under the symbol “SNNY.” The approximate number of holders of record of Sunnyside Bancorp common stock as of March 21, 2018 was 83. Certain shares of Sunnyside Bancorp 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 presents quarterly market information for Sunnyside Bancorp, Inc.’s common stock for the years ended December 31, 2018 and 2017:

2018	High Sale		Low Sale
Quarter ended December 31	$	14.25	$	12.00
Quarter ended September 30	$	16.23	$	13.65
Quarter ended June 30	$	16.75	$	16.10
Quarter ended March 31	$	17.00	$	16.20

2017	High Sale		Low Sale
Quarter ended December 31	$	17.00	$	15.50
Quarter ended September 30	$	15.50	$	13.60
Quarter ended June 30	$	14.10	$	13.20
Quarter ended March 31	$	14.20	$	12.76

(b) Sales of Unregistered Securities. Not applicable.

(d) Securities Authorized for Issuance Under Equity Compensation Plans.

Set forth below is information as of December 31, 2018 with respect to compensation plans (other than our Employee Stock Ownership Plan) under which Company equity securities are authorized for issuance. Other than our Employee Stock Ownership Plan, we do not have any equity compensation plans that were not approved by our stockholders. Equity compensation plans approved by stockholders consist of the Sunnyside Bancorp, Inc. 2014 Equity Incentive Plan (the “2014 Equity Plan”) which was approved by stockholders on September 16, 2014.

	Number of Securities to be issued Upon Exercise of Outstanding Options		Weighted Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance

Equity Compensation Plans Approved by Stockholders		0	n/a		92,655	⁽¹⁾
Equity Compensation Plans Not Approved by Stockholders		0	n/a		0
Total		0	n/a		92,655

(1) The Company has not issued any stock options pursuant to the 2014 Equity Plan. The Company granted 10,500 restricted shares under the 2014 Equity Plan on June 16, 2015.

(e) Stock Repurchases. Not applicable.

(f) Stock Performance Graph. Not required for smaller reporting companies.

ITEM 6. Selected Financial Data

Not required for smaller reporting companies.

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

This section is intended to help a reader understand the financial performance of Sunnyside Bancorp and its subsidiaries through a discussion of the factors affecting our financial condition at December 31, 2018 and December 31, 2017 and our results of operations for the years ended December 31, 2018 and 2017. This section should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that appear elsewhere in this Annual Report on Form 10-K.

Overview

Sunnyside Federal is a federal savings association that was founded in 1930. Sunnyside Federal conducts business from its full-service banking office located in Irvington, New York which is located in Westchester County, New York approximately 25 miles north of New York City. We consider our deposit market area to be the Westchester County, New York towns of Irvington, Tarrytown, Sleepy Hollow, Hastings, Dobbs Ferry and Ardsley-on-Hudson, and consider our lending area to be Westchester, Putnam and Rockland Counties, New York.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial and multi-family real estate loans, and student loans, and to a much more limited extent, commercial, home equity lines of credit and other loans (consisting primarily of loans secured by deposits and marketable securities). At December 31, 2018, $18.2 million or 42.2% of our total loan portfolio was comprised of owner-occupied, one-to four family residential real estate loans; $15.6 million or 36.1% was comprised of commercial and multi-family real estate loans, $8.0 million or 18.6% was comprised of student loans and $1.3 million, or 3.1%, was comprised of commercial, home equity and passbook loans.

As a result of our conservative underwriting and credit monitoring processes, we had $298,000 in non-performing assets at December 31, 2018 and $642,000 at December 31, 2017. There were $87,000 of delinquent loans at December 31, 2018 compared to $588,000 of delinquent loans at December 31, 2017.

We offer a variety of deposit accounts, including certificate of deposit accounts, money market accounts, savings accounts, NOW accounts and individual retirement accounts. We can also borrow from the Federal Home Loan Bank to fund our operations and we had $3.75 million and $0 in advances at December 31, 2018 and 2017, respectively.

A majority of the members of our current executive management team joined Sunnyside Federal since 2010. Since that time, we have begun to shift Sunnyside Federal’s strategy to diversify our traditional thrift focus into a more commercial bank style of operation with a broadened base of financial products and services while emphasizing superior customer service. While residential real estate lending has been, and will remain, a very important part of our operations, we intend to diversify our focus on non-residential lending, including commercial and multi-family real estate lending, student loan financing and commercial lending, including Small Business Administration (SBA) lending.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The following represent our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for losses on loans which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies.

Management performs a quarterly evaluation of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The analysis has two components, specific and general allocations. Specific percentage allocations can be made for unconfirmed losses related to loans that are determined to be impaired. Impairment 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. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general reserve. Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

Securities Valuation and Impairment. We classify our investments in debt and equity securities as either held-to-maturity or available-for-sale. Securities classified as held-to maturity are recorded at cost or amortized cost. Available-for-sale securities are carried at fair value. We obtain our fair values from a third party service. This service’s fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting our financial position, results of operations and cash flows. If the estimated value of investments is less than the cost or amortized cost, we evaluate whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and we determine that the impairment is other-than-temporary, we expense the impairment of the investment in the period in which the event or change occurred. We also consider how long a security has been in a loss position in determining if it is other than temporarily impaired. Management also assesses the nature of the unrealized losses taking into consideration factors such as changes in risk-free interest rates, general credit spread widening, market supply and demand, creditworthiness of the issuer, and quality of the underlying collateral. At December 31, 2018, 98.2% of our securities were issued by U.S. government agencies or U.S. government-sponsored enterprises.

Comparison of Financial Condition at December 31, 2018 and December 31, 2017

Total assets decreased $5.2 million, or 6.2%, to $79.7 million at December 31, 2018 from $84.9 million at December 31, 2017. The decrease was primarily the result of a decrease in net loans.

Securities available for sale increased $251,000, or 0.9%, to $29.4 million at December 31, 2018 from $29.2 million at December 31, 2017 while securities held to maturity decreased $28,000, or 4.3%, to $629,000 at December 31, 2018 from $657,000 at December 31, 2017. The increase in securities available for sale was primarily due to purchases of government and mortgage-backed securities exceeding maturities and pay-downs while the decrease in securities held to maturity was primarily due to pay-downs on mortgage backed securities.

Net loans receivable decreased $5.7 million, or 11.7%, to $43.1 million at December 31, 2018 from $48.8 million at December 31, 2017. The decrease in loans receivable during 2018 was primarily due to a decrease of $4.1 million, or 18.3% in the one-to four- family residential loan portfolio and a decrease of $2.1 million, or 20.9% in the student loan portfolio, partly offset by a $1.0 million, or 6.9% increase in the Commercial and Multi-family loan portfolio.

Cash and cash equivalents remained relatively unchanged at $1.2 million at December 31, 2018 compared to $1.3 million at December 31, 2017.

Principal payments, calls and maturities reduced the held to maturity securities portfolio by $28,000, or 4.3%. Purchases of securities available for sale exceeded principal payments, calls and maturities by $735,000.

At December 31, 2018, our investment in bank-owned life insurance was $2.3 million, an increase of $61,000, or 2.7%, from $2.3 million at December 31, 2017. We invest in bank-owned life insurance to provide us with a funding offset for our benefit plan obligations. Bank-owned life insurance also generally provides us noninterest 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, and we have not made any additional contributions to our bank-owned life insurance since 2002.

Deferred income taxes increased $140,000, or 20.5%, to $823,000 at December 31, 2018 from $682,000 at December 31, 2017. The increase resulted primarily from an increase in unrealized losses on securities.

Other assets, consisting primarily of prepaid insurance premiums and prepaid expenses decreased $21,000, or 8.3%, to $228,000 at December 31, 2018 from $248,000 at December 31, 2017 primarily due to a $65,000 decrease in prepaid assets partly offset by a $42,000 increase in receivables.

Total deposits decreased $8.9 million, or 12.3%, to $63.7 million at December 31, 2018 from $72.6 million at December 31, 2017. The decrease was primarily due to lower certificates of deposit, savings, NOW and non-interest bearing balances. Certificates of deposits decreased $4.3 million, or 17.9% primarily due to a $3.0 million Broker Deposit that matured. Savings deposits decreased $3.3 million, or 15.2%. NOW balances decreased $505,000 or 4.2%, while non-interest bearing checking decreased $525,000 or 10.9%.

We had $3.75 million in Federal Home Loan Bank advances outstanding at December 31, 2018 and $0 at December 31, 2017. At December 31, 2018, we had the ability to borrow approximately $23.9 million from the Federal Home Loan Bank of New York, subject to our pledging sufficient assets. Additionally, at December 31, 2018, we had the ability to borrow up to $2.0 million on a Fed Funds line of credit with Atlantic Community Bankers Bank.

Total equity decreased $410,000, or 3.6%, to $10.9 million at December 31, 2018 compared to $11.3 million at December 31, 2017 primarily due to an increase in unrealized losses in our investment portfolio which is included in accumulated other comprehensive loss partly offset by our net income of $52,000 for 2018.

Comparison of Operating Results for the Years Ended December 31, 2018 and 2017

General.

Our current business strategy includes increasing the Bank’s asset size, diversifying our loan portfolio to increase our non-residential lending, including commercial and multi-family real estate lending and commercial lending and increasing our non-interest income, as ways to improve our profitability in future periods.

Our ability to achieve profitability depends upon a number of factors, including general economic conditions, competition with other financial institutions, changes to the interest rate environment that may reduce our profit margins or impair our business strategy, adverse changes in the securities markets, changes in laws or government regulations, changes in consumer spending, borrowing, or saving, and changes in accounting policies.

Net Interest Income. Net interest income decreased $169,000, or 6.7%, to $2.4 million for the year ended December 31, 2018 from $2.5 million for the year ended December 31, 2017. The decrease in net interest income was primarily due to a $56,000, or 23.1%, increase in interest expense and a $112,000, or 4.0% decrease in interest income.

Interest income on loans decreased $182,000, or 8.4%, primarily due to decreases in the loan balances. Interest income on investment securities decreased $3,000 or 5.2%, primarily due to lower rates and balances. Interest income on mortgage-backed securities increased $91,000 or 18.1%, primarily due to an increase in yields. Interest income on federal funds sold and other interest- earning assets decreased $17,000, or 56.6% mainly due to lower dividends received. The average yield on our loans decreased 2 basis points, and the average yield on our mortgage-backed securities increased 39 basis points while the average yield on investment securities decreased 6 basis points during 2018. Our net interest rate spread decreased 4 basis points to 3.10% for the year ended December 31, 2018 from 3.14% for the year ended December 31, 2017, and our net interest margin decreased 3 basis points to 3.16% for 2018 from 3.19% for 2017.

Interest and Dividend Income. Interest and dividend income decreased $112,000 to $2.7 million for the year ended December 31, 2018 from $2.8 million for the year ended December 31, 2017. Loan interest income decreased $182,000 or 8.4%, interest on investment securities and mortgage backed securities increased $88,000 or 15.3% and interest on federal funds sold and other earning assets decreased $17,000 or 56.6% compared to 2017.

Interest income on loans decreased $182,000, or 8.4%, to $2.0 million for the year ended December 31, 2018 from $2.2 million for the year ended December 31, 2017. The decrease resulted primarily from a decrease in average loan balances of $3.9 million in 2018 to $44.7 million from $48.7 million in 2017 and a 2 basis point decrease in the yield to 4.45% in 2018 from 4.47% for 2017.

Interest income on mortgage-backed securities increased $91,000 to $594,000 primarily due to a 39 basis point increase in yield from 1.90% in 2017 to 2.29% in 2018 partly offset by a $525,000 decrease in average balances. Interest and dividend income of federal funds sold and other earning assets decreased $17,000 to $13,000 mainly due to a 259 basis point decrease in yield from 6.11% in 2017 to 3.52% in 2018 as well as a decrease in average balances of $138,000.

Interest Expense. Interest expense, consisting of the cost of interest-bearing deposits and borrowings, increased $56,000 to $300,000 for the year ended December 31, 2018 from $243,000 for the year ended December 31, 2017. The cost of interest-bearing deposits and borrowings increased 11 basis points to 0.46% for 2018 compared to 0.35% for 2017, mainly reflecting an increase in rates paid on certificates of deposit and FHLB advances, partly offset by a reduction of average balances. For the year ended December 31, 2018, average balances for certificates of deposit and FHLB borrowings decreased $2.5 million and $403,000, respectively, compared to 2017.

Provision for Loan Losses. We establish provisions for loan losses that are charged to operations in order to maintain the allowance for loan losses at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio both probable and reasonable to estimate at each reporting date. We recorded a provision for loan losses of $4,000 for the year ended December 31, 2018 compared to $40,000 for the year ended December 31, 2017. The decrease was mainly due to lower provisions for the residential loan portfolio, partly offset by an increase in the student loan provision in 2018 compared to 2017. The allowance for loan losses was $408,000 at December 31, 2018 compared to $507,000 at December 31, 2017. We had $298,000 in non-performing loans at December 31, 2018 and $642,000 at December 31, 2017. During the years ended December 31, 2018 and 2017 we had loan charge-offs of $103,000 and $0, respectively. There were no recoveries in 2017 and 2018.

Noninterest Income. Noninterest income decreased $87,000, or 33.6% to $173,000 for the year ended December 31, 2018 from $260,000 for the year ended December 31, 2017. The decrease was primarily due to a $60,000 decrease in gains on the sale of loans and a $34,000 decrease in gains on the sale of securities in 2018 partly offset by a $7,000 increase in fees and service charges.

Noninterest Expense. Noninterest expense decreased $201,000, or 7.5%, to $2.5 million for the year ended December 31, 2018 from $2.7 million for the year ended December 31, 2017. Compensation and benefits decreased $179,000, or 12.8%, to $1.2 million for 2018 from $1.4 million for 2017, primarily due to lower salary, health care and defined benefit plan expenses partly offset by higher ESOP expenses. Occupancy and equipment expense decreased $22,000, or 7.4%, primarily due to lower taxes and utilities expense partly offset by higher repair costs. Data processing fees increased $2,000 or 0.8%, primarily due to higher costs related to the Bank’s core processing. Professional fees increased $52,000, or 13.2%, primarily due to higher legal fees. Other expense decreased $32,000, or 15.8%, primarily due to lower insurance premiums, loan and subscription expenses, and staff development expenses. Advertising expense decreased $19,000 or 36.8%, primarily due to marketing initiatives in 2017 not undertaken in 2018. FDIC insurance premiums decreased $4,000 or 14.7%. The FDIC changed their assessment methodology which resulted in a decrease in costs due to the Bank’s lower risk profile.

Income Tax Expense. We recorded income tax expense of $14,000 for the year ended December 31, 2018 based on income before taxes of $66,000. In 2017, we recorded an income tax expense of $412,000 based on income before taxes of $85,000 and deferred tax expense of $423,000, as a result of the enactment of the “Tax Cuts and Jobs Act of 2017” which lowered the corporate income tax rate for the Company from 34% to 21%.

Analysis of Net Interest Income

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances and include non-accrual loans. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense. No taxable equivalent adjustments have been made.

	For the Years Ended December 31,
	2018									2017
	Average			Interest Income/			Yield/			Average			Interest Income/			Yield
	Balance			Expense			Cost			Balance			Expense			Cost
										(In thousands)
Interest-earning assets:
Loans:	$	44,733		$	1,992			4.45	%	$	48,677		$	2,175			4.47	%
Investment securities		3,786			64			1.69	%		3,822			67			1.75	%
Mortgage-backed securities		25,984			594			2.29	%		26,509			503			1.90	%
Fed funds sold and other interest-earning assets		369			13			3.52	%		507			31			6.11	%
Total interest-earning assets		74,872			2,663			3.56	%		79,515			2,776			3.49	%
Non-interest-earning assets		6,607									8,448
Total assets	$	81,479								$	87,963

Interest Bearing Liabilities
Transaction Accounts	$	12,147		$	6			0.05	%	$	11,556		$	6			0.05	%
Regular Savings		25,939			30			0.12	%		29,380			33			0.11	%
Money Markets		3,372			3			0.09	%		3,184			3			0.09	%
Certificates of Deposits		22,222			230			1.04	%		24,735			186			0.75	%
Advances from FHLB of NY		1,147			31			2.70	%		1,550			16			1.03	%
Total Interest Bearing Liabilities		64,827			300			0.46	%		70,405			244			0.35	%
Non-Interest Bearing Liabilities		5,700									5,946
Total Liabilities		70,527									76,351

Equity		10,952									11,612
Total Liabilities and Equity	$	81,479								$	87,963
Net Interest Income				$	2,363								$	2,532
Interest Rate Spread ⁽¹⁾								3.10	%								3.14	%
Net Interest-Earning Assets ⁽²⁾	$	5,323								$	9,110
Net Interest Margin ⁽³⁾					3.16	%								3.19	%
Average Interest-Earning Assets to Average Interest-Bearing Liabilities		115.50	%								112.94	%

	(1)	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

	(2)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

	(3)	Net interest margin represents net interest income divided by average total interest-earning assets

Rate/Volume Analysis

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

	For the Years Ended December 31 2018 vs. 2017 Increase (Decrease) Due to
							Total Increase
	Volume			Rate			(Decrease)
Interest-earning assets:
Loans	$	(173	)	$	(10	)		(183	)
Investment Securities		(1	)		(2	)		(3	)
Mortgage-backed securities		(10	)		101			91
Fed funds sold and other interest-earning assets		(7	)		(11	)		(18	)
Total Interest Income		(191	)		78			(113	)

Interest-bearing liabilities:
NOW accounts		-			-			-
Regular savings		(5	)		2			(3	)
Money Market		-			-			-
Certificates of deposit		(21	)		65			44
Other borrowings		(5	)		20			15
Total interest expense		(31	)		87			56

Increase (decrease) in net interest income	$	(160	)	$	(9	)	$	(169	)

Management of Market Risk

General. Our most significant form of market risk is interest rate risk. As a financial institution, we have a majority of assets and liabilities that 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 financial condition and results of operations to changes in market interest rates. Our Asset-Liability 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 policy and guidelines approved by our board of directors.

Historically, we have operated as a traditional thrift institution. A significant portion of our assets consist of longer-term, fixed-rate, one- to four-family residential real estate loans and securities, which we have funded primarily with deposits. Historically we have retained in our portfolio all of the one- to four-family residential real estate loans that we have originated. We have revised our business strategy with an increased emphasis on the origination of commercial and multi-family real estate loans, student loans and commercial loans. Such loans generally have shorter maturities than one- to four-family residential real estate loans. Additionally, subject to favorable market conditions, we will consider the sale or brokerage of certain newly originated longer-term (terms of 15 years or greater), one- to four-family residential real estate loans rather than retain all of such loans in portfolio as we have done in the past. Additionally, we have implemented a Small Business Administration (“SBA”) lending program and we will consider selling the government-guaranteed portions of such loans to generate additional fee income and manage interest rate risk. We are an SBA-approved lender.

Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through our net interest income simulation model which is provided to us by an independent third party. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a one-year period based on current interest rates. We then calculate what the net interest income would be for the same period under different interest rate assumptions. We also estimate the impact over a five year time horizon. The following table shows the estimated impact on net interest income for the one-year period beginning December 31, 2018 resulting from potential changes in interest rates. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on our net interest income. Although the net interest income table below provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

		Net Interest Income	Year 1 Change
Rate Shift (1)		Year 1 Forecast	from Level
(In thousands)
+400	$	1,718	-20.43	%
+300	$	1,887	-12.60	%
+200	$	2,019	-6.48	%
+100	$	2,115	-2.04	%
Level	$	2,159	0.00	%
-100	$	2,164	0.23	%

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

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 tables presented assume 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. The tables also do not measure the changes in credit and liquidity risk that may occur as a result of changes in general interest rates. Accordingly, although the tables provide 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 economic value of equity and will differ from actual results.

We do not engage in hedging activities, such as investing in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage backed securities.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by our operations. In addition, we have the ability to borrow from the Federal Home Loan Bank of New York. At December 31, 2018, we had the capacity to borrow approximately $23.9 million from the Federal Home Loan Bank of New York, subject to our pledging sufficient assets. Additionally, at December 31, 2018, we had the ability to borrow up to $2.0 million on a Fed Funds line of credit with Atlantic Community Bankers Bank. At December 31, 2018 and 2017, we had $3.75 million and $0 in outstanding advances from the Federal Home Loan Bank of New York.

Loan repayments and maturing securities are a relatively predictable source of funds. However, deposit flows, calls of securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of these sources of funds.

Our primary investing activities are the origination or purchase of one- to four-family real estate loans and commercial and multi-family real estate loans and the purchase of securities. For the year ended December 31, 2018, loan originations and purchases totaled $3.3 million and $0, respectively, compared to originations and purchases of $4.4 million and $7.1 million, respectively, for the year ended December 31, 2017. Purchases of investment and mortgage-backed securities totaled $8.6 million for the year ended December 31, 2018 and $12.6 million for the year ended December 31, 2017.

Total deposits decreased $8.9 million during the year ended December 31, 2018, while total deposits decreased $1.7 million during the year ended December 31, 2017. Deposit flows are affected by the level of interest rates, the interest rates and products offered by competitors and other factors. At December 31, 2018, certificates of deposit scheduled to mature within one year totaled $13.0 million. Our ability to retain these deposits will be determined in part by the interest rates we are willing to pay on such deposits.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

At December 31, 2018 and 2017, our capital ratios were all above the minimum levels required for it to be considered a “well capitalized” financial institution at December 31, 2018 under “prompt corrective action” regulations. In order to be classified as “well-capitalized” under federal banking regulations, we were required to have Tier I and total risked-based capital ratios of 8.0% and 10.0%, respectively, as of December 31, 2018. Our Tier 1 and total risked-based capital was $11.9 million and $12.3 million, respectively, or 25.9% and 26.8% of total risk weighted assets at December 31, 2018. At December 31, 2017, our Tier 1 and total risked-based capital was $11.7 million and $12.3 million, respectively, or 24.8% and 25.9% of risk weighted assets.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Recent Accounting Pronouncements

Please see Note 1 to our audited financial statements.

Impact of Inflation and Changing Price

Our financial statements and related notes have been prepared in accordance with U.S. GAAP. U.S. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

ITEM 8. Financial Statements and Supplementary Data

The consolidated audited financial statements for Sunnyside Bancorp are a part of this Annual Report on Form 10-K and may be found beginning on page F-1.

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

None

ITEM 9A Controls and Procedures

(a) An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended December 31, 2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(b) Management’s annual report on internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) 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 the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework (2013).” Based on such assessment, management believes that the Company’s internal control over financial reporting as of December 31, 2018 is effective.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to provisions of the Dodd-Frank Act that permit the Company to provide only management’s report in this annual report.

ITEM 9B. Other Information

None.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Information called for by this item concerning the directors and officers will be included in the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the annual meeting of shareholders to be held on June 12, 2019 (the “Proxy Statement”), under the heading “Proposal 1—Election of Directors,” and is incorporated herein by reference.

The Company has adopted a Code of Ethics (“Code”) that applies to the Company’s principal executive officer, principal financial officer and all other employees and directors. The Code includes guidelines relating to compliance with laws, the ethical handling of actual or potential conflicts of interest, the use of corporate opportunities, protection and use of the Company’s confidential information, accepting gifts and business courtesies, accurate financial and regulatory reporting, and procedures for promoting compliance with, and reporting violations of, the Code. Persons interested in obtaining a copy of the Code of Ethics may do so by writing to the Company at: Sunnyside Bancorp, Inc., 56 Main Street, Irvington, New York 10533, Attention: Corporate Secretary.

Item 11. Executive Compensation.

The information required by this Item 11 is incorporated herein by reference to the section entitled “Executive Compensation” in the Company’s Proxy Statement.

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

The information required by this Item 12 is incorporated herein by reference to the section entitled “Principal Beneficial Owners of the Company’s Common Stock” in the Company’s Proxy Statement.

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

The information required by this Item 13 related to certain relationships and related transactions is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” in the Company’s Proxy Statement. The information required under this Item 13 related to Director Independence is incorporated herein by reference to the section entitled “Corporate Governance” in the Company’s Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by this Item 14 is incorporated herein by reference to the section entitled “Fees Paid to Independent Registered Public Accounting Firm” in the Company’s Proxy Statement.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The documents filed as a part of this Form 10-K are:

	(A)	Report of Independent Registered Public Accounting Firm;

	(B)	Consolidated Statements of Financial Condition at December 31, 2018 and 2017;

	(C)	Consolidated Statements of Operations for the years ended December 31, 2018 and 2017;

	(D)	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018 and 2017;

	(E)	Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018 and 2017;

	(F)	Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017; and

	(G)	Notes to Consolidated Financial Statements.

(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.

(a)(3) Exhibits

	3.1	Articles of Incorporation of Sunnyside Bancorp(1)
	3.2	Bylaws of Sunnyside Bancorp(1)
	4	Form of Common Stock Certificate of Sunnyside Bancorp(1)
	10.1	Form of Employment Agreement with Timothy D. Sullivan(2)
	10.2	Form of Employment Agreement with Gerardina Mirtuono(3)
	10.3	Form of Employee Stock Ownership Plan(1)
	10.4	Form of Employment Agreement with Edward Lipkus(4)
	10.5	Sunnyside Bancorp 2014 Equity Incentive Plan(5)
	10.6	Amendments to Employment Agreement with Timothy D. Sullivan (5)(6)
	10.7	Amendments to Employment Agreement with Gerardina Mirtuono(5)(6)
	10.8	Amendments to Employment Agreement with Edward Lipkus(5)(6)

	21	Subsidiaries
	23	Consent of Auditor
	31.1	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101	The following financial statements for the year ended December 31, 2018, formatted in XBRL:(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

	1	Incorporated by reference to the Registration Statement on Form S-1 (file no. 333-187317), initially filed March 15, 2013.

	2	Incorporated by reference to the Registration Statement on Form S-1 (file no. 333-187317), initially filed March 15, 2014 and the Current Report on Form 8-K filed on June 22, 2015.

	3	Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2014.

	4	Incorporated by reference to the Current Report on Form 8-K filed on July 30, 2015.

	5	Incorporated by reference to the Company’s proxy statement filed on August 11, 2014.

	6	Incorporated by reference to the Current Report on Form 8-K filed on March 23, 2018.

Item 16. Form 10-K Summary

None.

INDEX TO FINANCIAL STATEMENTS OF

SUNNYSIDE BANCORP

		Page
Report of Independent Registered Public Accounting Firm as of and for the years ended December 31, 2018 and December 31, 2017		F-2
Consolidated Statements of Financial Condition at December 31, 2018 and 2017		F-3
Consolidated Statements of Operations for the years ended December 31, 2018 and 2017		F-4
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018 and 2017		F-5
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018 and 2017		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF Independent Registered Public Accounting Firm

To the Board of Directors

Sunnyside Bancorp, Inc. and Subsidiary

Irvington, New York

Opinion on the Consolidated Financial Statements

I have audited the accompanying consolidated statements of financial condition of Sunnyside Bancorp, Inc. and subsidiary (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the “consolidated financial statements”). In my opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

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

Alfred Fontanella
Fontanella Associates LLC

Fontanella Associates LLC has served as the Company’s auditor since 2016. The engagement partner and audit manager have served on the audit team since 2009 originally under the firm name of Fontanella & Babitts, Certified Public Accountants.

March 28, 2019

142 Totowa Road, Suite 105 ▪ Totowa Boro, NJ 07512 ▪ 973.595.5300 phone ▪ 973.595.5890 fax

F-2

SUNNYSIDE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	December 31,
	2018			2017
Assets

Cash and cash equivalents	$	1,217,621		$	1,229,036
Securities held to maturity, net; approximate fair value of $623,000 (2018) and $672,000 (2017)		628,526			656,838
Securities available for sale		29,426,745			29,175,525
Loans receivable, net		43,101,525			48,798,072
Premises and equipment, net		1,108,873			1,229,457
Federal Home Loan Bank of New York and other stock, at cost		330,800			166,800
Accrued interest receivable		516,757			490,239
Cash surrender value of life insurance		2,319,802			2,258,324
Deferred income taxes		822,538			682,438
Other assets		227,540			248,268

Total assets	$	79,700,727		$	84,934,997

Liabilities and Stockholders' Equity

Liabilities:
Deposits	$	63,658,430		$	72,558,814
Advances from Federal Home Loan Bank of New York		3,750,000			-
Advances from borrowers for taxes and insurance		536,712			482,024
Other liabilities		890,473			618,646

Total liabilities		68,835,615			73,659,484

Commitments and contingencies		-			-

Stockholders' equity:
Serial preferred stock; par value $.01, 1,000,000 shares authorized, no shares issued		-			-
Common stock; par value $.01, 30,000,000 shares authorized and 793,500 shares issued		7,935			7,935
Additional paid-in capital		7,064,299			7,030,530
Unallocated common stock held by the Employee Stock Ownership Plan		(422,184	)		(444,394	)
Retained earnings		6,204,754			6,152,648
Accumulated other comprehensive (loss)		(1,989,692	)		(1,471,206	)

Total stockholders' equity		10,865,112			11,275,513

Total liabilities and stockholders' equity	$	79,700,727		$	84,934,997

See accompanying notes to consolidated financial statements.

F-3

SUNNYSIDE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended
	December 31,
	2018		2017

Interest and dividend income:
Loans	$	1,992,454	$	2,174,922
Investment securities		63,868		67,363
Mortgage-backed securities		593,738		502,741
Federal funds sold and other earning assets		13,293		30,636

Total interest and dividend income		2,663,353		2,775,662

Interest expense:
Deposits		268,788		228,021
Borrowings		30,955		15,465

Total interest expense		299,743		243,486

Net interest income		2,363,610		2,532,176

Provision for loan losses		3,800		40,342

Net interest income after provision for loan losses		2,359,810		2,491,834

Non-interest income:
Fees and service charges		111,281		104,620
Net gain on sale of securities		-		34,373
Net gain on sale of loans		-		60,157
Income on bank owned life insurance		61,478		60,976
Total non-interest income		172,759		260,126

Non-interest expense:
Compensation and benefits		1,220,938		1,399,958
Occupancy and equipment, net		273,733		295,567
Data processing service fees		296,520		294,157
Professional fees		450,343		397,867
Federal deposit insurance premiums		20,966		24,586
Advertising and promotion		31,876		50,433
Other		172,299		204,677
Total non-interest expense		2,466,675		2,667,245
Income before income taxes		65,894		84,715
Income tax		13,788		411,764

Net income (loss)	$	52,106	$	(327,049	)

Basic and diluted earnings (loss) per share	$	0.07	$	(0.44	)
Weighted average shares outstanding basic and diluted		750,014		748,046

See accompanying notes to consolidated financial statements.

F-4

SUNNYSIDE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended
	December 31,
	2018			2017

Net income (loss)	$	52,106		$	(327,049	)

Other comprehensive income (loss), before tax:
Defined benefit pension plans:
Net gain (loss) arising during the period		(381,246	)		71,191
Amortization of loss included in net periodic plan cost		48,406			51,878
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period		(323,474	)		356,669

Other comprehensive income (loss), before tax		(656,314	)		479,738

Income tax expense (benefit) related to items of other comprehensive income		(137,828	)		163,148

Other comprehensive income (loss), net of tax		(518,486	)		316,590

Comprehensive income (loss)	$	(466,380	)	$	(10,459	)

See accompanying notes to consolidated financial statements.

F-5

SUNNYSIDE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

			Additional		Unallocated Common Stock						Accumulated Other
	Common		Paid-in		Held by			Retained			Comprehensive			Total
	Stock		Capital		ESOP			Earnings			Income (Loss)			Equity

Balance at December 31, 2016		7,935		6,998,363		(466,606	)		6,237,637			(1,545,736	)		11,231,593

Net Loss		-		-		-			(327,049	)		-			(327,049	)

ESOP shares allocated or committed to be released		-		10,117		30,723			-			-			40,840

Restricted stock awards earned		-		22,050		-			-			-			22,050

Purchase of stock for ESOP		-		-		(8,511	)		-			-			(8,511	)

Reclassification adjustment for the income tax effects of the Tax Cuts and Jobs Act on items within accumulated other comprehensive income (loss)		-		-		-			242,060			(242,060	)		-

Other comprehensive income, net of tax		-		-		-			-			316,590			316,590

Balance at December 31, 2017	$	7,935	$	7,030,530	$	(444,394	)	$	6,152,648		$	(1,471,206	)	$	11,275,513

Net Income		-		-		-			52,106			-			52,106

ESOP shares allocated		-		11,719		37,698			-			-			49,417

Restricted stock awards earned		-		22,050		-			-			-			22,050

Purchase of stock for ESOP		-		-		(15,488	)		-			-			(15,488	)

Other comprehensive income, net of tax		-		-		-			-			(518,486	)		(518,486	)

Balance at December 31, 2018	$	7,935	$	7,064,299	$	(422,184	)	$	6,204,754		$	(1,989,692	)	$	10,865,112

See accompanying notes to consolidated financial statements.

F-6

SUNNYSIDE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	December 31,
	2018			2017
Cash flows from operating activities:
Net income (loss)	$	52,106		$	(327,049	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense		135,016			135,919
Amortization of premiums and accretion of discounts, net		161,811			239,324
Amortization of deferred loan fees and costs, net		90,885			67,626
Provision for loan losses		3,800			40,342
Net gain on sales of securities		-			(34,373	)
Net gain on sales of loans		-			(60,157	)
Increase in accrued interest receivable		(26,518	)		(47,177	)
Increase in cash surrender value of life insurance		(61,478	)		(60,976	)
Deferred income taxes		(2,272	)		424,989
Net decrease in other assets		20,728			182,888
Net decrease in other liabilities		(61,013	)		(321,774	)
Amortization of stock compensation plans		71,467			62,890
Net cash provided by operating activities		384,532			302,472

Cash flows from investing activities:
Purchases of securities available for sale		(8,573,949	)		(12,619,769	)
Repayments and maturities of securities held to maturity		27,235			239,520
Repayments and maturities of securities available for sale		7,838,521			12,894,208
Proceeds from sales/calls of securities held to maturity		-			3,091,223
(Purchase) redemption of Federal Home Loan Bank and other stock		(164,000	)		168,220
Loans purchased		-			(7,126,027	)
Proceeds from sales of loans		-			942,866
Loan originations, net of principal repayments		5,601,862			5,382,340
Purchases of bank premises and equipment		(14,432	)		(29,722	)
Net cash provided by investing activities		4,715,237			2,942,859

Cash flows from financing activities:
Net decrease in deposits		(8,900,384	)		(1,728,782	)
Net increase (decrease) in short term borrowings		3,750,000			(3,000,000	)
Net increase (decrease) in advances from borrowers for taxes and insurance		54,688			(202,444	)
Purchase of stock for ESOP		(15,488	)		(8,511	)
Net cash used in financing activities		(5,111,184	)		(4,939,737	)

Net decrease in cash and cash equivalents		(11,415	)		(1,694,406	)

Cash and cash equivalents at beginning of year		1,229,036			2,923,442

Cash and cash equivalents at end of year	$	1,217,621		$	1,229,036
Supplemental Information:

Cash paid for:
Interest	$	299,398		$	244,646
Income taxes, net	$	15,300		$	12,000

See accompanying notes to consolidated financial statements.

F-7

SUNNYSIDE BANCORP, INC. AND SUSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a description of the more significant policies used in the presentation of the accompanying consolidated financial statements of Sunnyside Bancorp, Inc. and Subsidiary (the “Company”).

Principles of Consolidation

The consolidated financial statements are comprised of the accounts of Sunnyside Bancorp. Inc., and its wholly-owned subsidiary, Sunnyside Federal Savings and Loan Association of Irvington (the “Association”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Business

Sunnyside Federal Savings and Loan Association of Irvington is a community-oriented savings institution whose primary business is accepting deposits from customers within its market area (Westchester County, New York) and investing those funds in mortgage loans secured by one-to-four family residences, commercial and multi-family real estate loans and student loans as well as mortgage-backed and other securities. To a significantly lesser extent, funds are invested in commercial loans, home equity and other loans (consisting primarily of loans secured by deposits and marketable securities). Customer deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”). As a federally-chartered savings association, the Association’s primary regulator is the Office of the Controller of the Currency (the “OCC”).

Basis of Financial Statement Presentation

The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial condition and revenues and expenses for the period then ended. Actual results could differ significantly from those estimates.

A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions in the Company’s market area.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash and amounts due from depository institutions and interest-bearing deposits in other depository institutions with original maturities of three months or less to be cash equivalents.

Investment and Mortgage-Backed Securities

Securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Securities classified as available-for-sale securities are reported at fair value, with unrealized holding gains or losses reported in a separate component of retained earnings. As of December 31, 2018 and 2017, the Company had no securities classified as trading.

The Company conducts a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary. The evaluation of other-than-temporary impairment considers the duration and severity of the impairment, the Company’s intent and ability to hold the securities and assessments of the reason for the decline in value and the likelihood of a near-term recovery. If such a decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to income as a component of non-interest expense.

Premiums and discounts on securities are amortized by use of the level-yield method, over the life of the individual securities. Gain or loss on sales of securities is based upon the specific identification method.

F-8

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Loans Receivable

Loans receivable are stated at unpaid principal balances less the allowance for loan losses and net deferred loan fees.

Recognition of interest on the accrual method is generally discontinued when interest or principal payments are ninety days or more in arrears, or when other factors indicate that the collection of such amounts is doubtful. At that time, a loan is placed on a nonaccrual status, and all previously accrued and uncollected interest is reversed against interest income in the current period. Interest on such loans, if appropriate, is recognized as income when payments are received. A loan is returned to an accrual status when factors indicating doubtful collectability no longer exist.

Allowance for Loan Losses

An allowance for loan losses is maintained at a level, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate. Management of the Association, in determining the provision for loan losses considers the risks inherent in its loan portfolio and changes in the nature and volume of its loan activities, along with the general economic and real estate market conditions. The Company utilizes a two tier approach: (1) identification of problem loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of its loan portfolio. The Company maintains a loan review system which allows for a periodic review of its loan portfolio and the early identification of potential problem loans. Such system takes into consideration, among other things, delinquency status, size of loans, type of collateral, and financial condition of the borrowers. Specific loan losses are established for identified loans based on a review of such information and appraisals of the underlying collateral. General loan losses are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, and management’s judgment. Although management believes that adequate specific and general loan loss allowances are established, actual losses are dependent upon future events and, as such, further additions to the level of specific and general loan loss allowances may be necessary.

A loan evaluated for impairment is deemed to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. An insignificant payment delay, which is defined as up to ninety days by the Company, will not cause a loan to be classified as impaired. A loan is not impaired during a period of delay in payment if the Association expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of delay. The amount of loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. All loans identified as impaired are evaluated independently. The Association does not aggregate such loans for evaluation purposes.

Federal Home Loan Bank of New York stock

As a member of the Federal Home Loan Bank of New York (“FHLB”), the Company is required to acquire and hold shares of FHLB Class B stock. The holding requirement varies based on the Company’s activities, primarily its outstanding borrowings, with the FHLB. The investment in FHLB stock is carried at cost. The Company conducts a periodic review and evaluation of its FHLB stock to determine if any impairment exists.

Premises and Equipment

Premises and equipment are comprised of land, building, and furniture, fixtures, and equipment, at cost, less accumulated depreciation. Depreciation charges are computed on the straight-line method over the following estimated useful lives:

Building and improvements	5 to 40 years
Furniture, fixtures and equipment	2 to 10 years

F-9

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Bank-Owned Life Insurance

Bank-owned life insurance (“BOLI”) is accounted for in accordance with Financial Accounting Standards Board “FASB”) guidance. The cash surrender value of BOLI is recorded on the statement of financial condition as an asset and the change in the cash surrender value is recorded as non-interest income. The amount by which any death benefits received exceeds a policy’s cash surrender value is recorded in non-interest income at the time of receipt. A liability is also recorded on the statement of financial condition for postretirement death benefits provided by the split-dollar endorsement policy. A corresponding expense is recorded in non-interest expense for the accrual of benefits over the period during which employees provide services to earn the benefits.

Income Taxes

Federal and state income taxes have been provided on the basis of reported income. The amounts reflected on the tax return differ from these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted as deferred taxes applicable to future periods. Deferred income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided, when necessary, for that portion of the asset which is not likely to be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements in accordance with accounting guidance which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the Company’s evaluation, no significant income tax uncertainties have been identified. Therefore, the Company recognized no adjustment for unrecognized income tax benefits for the years ended December 31, 2018 and 2017. The Company’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the statement of operations. The amount of interest and penalties for the years ended December 31, 2018 and 2017 was immaterial. The Company is subject to U.S. federal income tax, as well as income tax of the State of New York. The Company is no longer subject to examination by taxing authorities for years before 2014.

Employee Benefits

Defined Benefit Plans:

The accounting guidance related to retirement benefits requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and (c) recognize, in comprehensive income, changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. The accounting guidance requires that plan assets and benefit obligations be measured as of the date of the employer’s fiscal year-end statement of financial condition.

401K Plan:

The Company has a 401(k) plan covering substantially all employees. The Company matches 50% of the first 6% contributed by participants and recognizes expense as its contributions are made.

Employee Stock Ownership Plan:

The employee stock ownership plan (ESOP) is accounted for in accordance with the provisions of ASC 718-40, “Employers’ Accounting for Employee Stock Ownership Plans.” The funds borrowed by the ESOP from the Company to purchase the Company’s common stock are being repaid from the Association’s contributions over a period of up to 25 years. The Company’s common stock not yet allocated to participants is recorded as a reduction of stockholders’ equity at cost. Compensation expense for the ESOP is based on the market price of the Company’s stock and is recognized as shares are committed to be released to participants.

F-10

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Equity Incentive Plan:

On July 17, 2014, the Board of Directors adopted the Sunnyside Bancorp, Inc. 2014 Equity Incentive Plan. (“the Stock Incentive Plan”) which was approved by shareholders at the Company’s 2014 Annual Meeting of Shareholders held on September 16, 2014. Stock options and restricted stock may be granted to directors, officers and other employees of the Company. The maximum number of shares which may be issued upon exercise of the options under the plan cannot exceed 79,350 shares. The maximum number of shares of stock that may be issued as restricted stock awards cannot exceed 23,805.

The Stock Incentive Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the Stock Incentive Plan on or after the 10-year anniversary of the effective date of the Stock Incentive Plan or July 17, 2024. Under FASB ASC Topic 718, the Company will recognize compensation expense on its income statement over the requisite service period or performance period based on the grant date fair value of stock options and other equity-based compensation (such as restricted stock).

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, and the actuarial gains and losses of the pension plan, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

Concentration of Credit Risk and Interest-Rate Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, investment and mortgage-backed securities and loans. Cash and cash equivalents include amounts placed with highly rated financial institutions. Investment securities include securities backed by the U.S. Government and other highly rated instruments. The Company’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New York. As a result, credit risk is broadly dependent on the real estate market and general economic conditions in the state.

The Company is principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowings and other funds, to make loans secured by real estate in the State of New York. The potential for interest-rate risk exists as a result of the shorter duration of interest-sensitive liabilities compared to the generally longer duration of interest-sensitive assets. In a rising rate environment, liabilities will reprice faster than assets, thereby reducing net interest income. For this reason, management regularly monitors the maturity structure of the Company’s assets and liabilities in order to measure its level of interest-rate risk and to plan for future volatility.

Earnings Per Share

Basic earnings per common share, or EPS, are computed by dividing net income by the weighted-average common shares outstanding during the year. The weighted-average common shares outstanding includes the weighted-average number of shares of common stock outstanding less the weighted average number of unallocated shares held by the ESOP and the unvested shares of restricted stock. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and non-vested restricted stock grants. Potential common shares related to stock options are determined using the treasury stock method.

Advertising Costs

It is the Company’s policy to expense advertising costs in the period in which they are incurred.

Subsequent Events

The Company has evaluated all events subsequent to the balance sheet date of December 31, 2018, through the date of this report, and has determined that there are no subsequent events that require disclosure under FASB guidance.

F-11

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-14, “Compensation - Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20).” This update amends and modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. This update will be effective on January 1, 2021, with early adoption permitted, and is not expected to have a material effect on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. This update will be effective on January 1, 2020, with early adoption permitted, and is not expected to have a material effect on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07 “Compensation-Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting”. This update expands earlier guidance on stock compensation to include share-based payments issued to nonemployees for goods and services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially the same. This update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2018. Earlier adoption is permitted. Because the Company does not have share-based payments issued to nonemployees, the adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”. This update provides guidance about changes to terms or conditions of a share-based payment award which would require modification accounting. In particular, an entity is required to account for the effects of a modification if the fair value, vesting condition or the equity/liability classification of the modified award is not the same immediately before and after a change to the terms and conditions of the award. The update is to be applied prospectively for awards modified on or after the adoption date. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. The amendments in this update require the premium on callable debt securities to be amortized to the earliest call date rather than the maturity date; however, securities held at a discount continue to be amortized to maturity. The amendments apply only to debt securities purchased at a premium that are callable at fixed prices and on preset dates. The amendments more closely align interest income recorded on debt securities held at a premium or discount with the economics of the underlying instrument. ASU No. 2017-08 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this guidance on January 1, 2019 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, which requires that companies disaggregate the service cost component from other components of net benefit cost. This update calls for companies that offer postretirement benefits to present the service cost, which is the amount an employer has to set aside each quarter or fiscal year to cover the benefits, in the same line item with other current employee compensation costs. Other components of net benefit cost will be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), which provides guidance on eight specific cash flow issues in order to reduce diversity in the manner in which certain cash receipts and cash payments are presented and classified in the statements of cash flows. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017. The adoption of this guidance on January 1, 2018 did not have a material impact on the Company’s consolidated financial statements.

F-12

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recent Accounting Pronouncements (Cont’d)

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). While early adoption is permitted, the Company does not expect to elect that option. The Company has begun its evaluation of the amended guidance including the potential impact on its Consolidated Financial Statements. The extent of the change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. Upon adoption, any impact to the allowance for credit losses - currently allowance for loan and lease losses - will have an offsetting impact on retained earnings.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of this guidance on January 1, 2019 is not expected to have a material effect on the Company’s consolidated financial statements.

In January, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities” requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, this ASU eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017 for public entities. The adoption of this guidance on January 1, 2018 did not have a material effect on the Company’s consolidated financial statements.

In May, 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The amendments in this ASU establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applied the five-step method outlined in the ASU to all revenue streams scoped-in by the ASU and elected the modified retrospective implementation method.

F-13

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recent Accounting Pronouncements (Cont’d)

Substantially all of the Company’s interest income and certain noninterest income were not impacted by the adoption of this ASU because the revenue from those contracts with customers is covered by other guidance in U.S. GAAP. The Company’s largest source of noninterest revenue which is subject to the guidance is service charges on deposit accounts. The Company adopted ASU 2014-09 on January 1, 2018. The adoption of ASU 2014-09 did not change the timing and pattern of the Company’s revenue recognition related to scoped-in noninterest income. The adoption did not have a material impact on the Company’s consolidated financial statements. See footnote 15, Revenue Recognition, for further details.

Reclassification

Certain amounts for the year ended December 31, 2017 have been reclassified to conform to the current year’s presentation.

2. MUTUAL TO STOCK CONVERSION AND LIQUIDATION ACCOUNT

On July 15, 2013, the Association completed its mutual-to-stock conversion, and the Company consummated its initial stock offering. The Company sold 793,500 shares of its common stock, including 55,545 shares purchased by the Association’s employee stock ownership plan (“ESOP”), at a price of $10.00 per share, in a subscription offering, for gross offering proceeds of $7,935,000. The cost of conversion and the stock offering were deferred and deducted from the proceeds of the offering. Conversion costs incurred totaled $845,000 resulting in net proceeds of $6.5 million after also deducting the shares acquired by the ESOP.

In accordance with applicable federal conversion regulations, at the time of the completion of the mutual-to-stock conversion, the Company established a liquidation account in the Association in an amount equal to the Association’s total retained earnings as of the latest balance sheet date in the final prospectus used in the conversion. Each eligible account holder or supplemental account holder is entitled to a proportionate share of this liquidation account in the event of a complete liquidation of the Association, and only in such event. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record as of any December 31 and will cease to exist if the account is closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance. The Company may not declare, pay a dividend on, or repurchase any of its capital stock, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements.

3. SECURITIES

	December 31, 2018
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value

Securities held to maturity:
State, county, and municipal obligations	$	547,788	$	-	$	6,675	$	541,113
Mortgage-backed securities		80,738		1,517		-		82,255

	$	628,526	$	1,517	$	6,675	$	623,368

Securities available for sale:
U.S. government and agency obligations	$	2,999,797	$	-	$	28,746		2,971,051
Mortgage-backed securities		27,166,429		5,387		716,122		26,455,694

	$	30,166,226	$	5,387	$	744,868	$	29,426,745

F-14

3. SECURITIES (Cont’d)

	December 31, 2017
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value

Securities held to maturity:
State, county, and municipal obligations	$	549,011	$	11,595	$	1,036	$	559,570
Mortgage-backed securities		107,827		4,390		-		112,217

	$	656,838	$	15,985	$	1,036	$	671,787

Securities available for sale:
U.S. government and agency obligations	$	2,999,229	$	75	$	21,508		2,977,796
Mortgage-backed securities		26,592,303		-		394,574		26,197,729

	$	29,591,532	$	75	$	416,082	$	29,175,525

Mortgage-backed securities consist of securities guaranteed by Ginnie Mae, Fannie Mae, Freddie Mac, and the Small Business Administration with amortized costs of $249,000, $15.5 million, $9.3 million, and $2.2 million, respectively, at December 31, 2018 ($316,000, $14.5 million, $9.3 million, and $2.6 million, respectively, at December 31, 2017).

There were no proceeds from the sale/call of securities available for sale for the years ended December 31, 2018 and 2017, respectively.

Proceeds from the sale/calls of securities held to maturity amounted to $0 and $3.1 million for the years ended December 31, 2018 and 2017, respectively. Net gains of $0 and $34,000 were recognized on these sales, respectively. The sale of the securities occurred after the Company had already collected a substantial portion (at least 85%) of the principal outstanding at acquisition due to prepayments on the debt securities.

The following is a summary of the amortized cost and fair value of securities at December 31, 2018 and 2017, by remaining period to contractual maturity. Actual maturities may differ from these amounts because certain debt security issuers have the right to call or redeem their obligations prior to contractual maturity. In addition, mortgage backed securities that amortize monthly are listed in the period the security is legally set to pay off in full.

	December 31, 2018
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Within one year	$	201,208	$	200,316	$	999,797	$	988,380
After one to five years		-		-		3,268,006		3,220,881
After five to ten years		-		-		1,933,095		1,877,699
After ten years		427,318		423,052		23,965,328		23,339,785

	$	628,526	$	623,368	$	30,166,226	$	29,426,745

F-15

3. SECURITIES (Cont’d)

	December 31, 2017
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Within one year	$	-	$	-	$	-	$	-
After one to five years		202,658		201,622		3,324,388		3,297,519
After five to ten years		-		-		3,427,174		3,371,664
After ten years		454,180		470,165		22,839,970		22,506,342

	$	656,838	$	671,787	$	29,591,532	$	29,175,525

The following tables summarize the fair values and unrealized losses of securities with an unrealized loss at December 31, 2018 and 2017, segregated between securities that have been in an unrealized loss position for less than one year, or one year or longer, at the respective dates.

	December 31, 2018
	Under One Year				One Year or More
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss

Securities available for sale:
U.S. government and agency obligations	$	-	$	-	$	2,971,051	$	28,746
Mortgage-backed securities		2,322,591		13,840		21,274,973		702,282

		2,322,591		13,840		24,246,024		731,028
Securities held to maturity:
State, county, and municipal obligations		340,797		5,783		200,316		892

	$	2,663,388	$	19,623	$	24,446,340	$	731,920

	December 31, 2017
	Under One Year				One Year or More
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss

Securities available for sale:
U.S. government and agency obligations	$	1,488,655	$	11,107	$	989,189	$	10,401
Mortgage-backed securities		7,791,601		58,819		18,406,128		335,755

		9,280,256		69,926		19,395,317		346,156
Securities held to maturity:
State, county, and municipal obligations		202,658		1,036		-		-

	$	9,482,914	$	70,962	$	19,395,317	$	346,156

F-16

3. SECURITIES (Cont’d)

The unrealized losses are primarily due to changes in market interest rates subsequent to purchase. At December 31, 2018, a total of 45 securities were in an unrealized loss position (40 at December 31, 2017). The Company generally purchases securities issued by Government Sponsored Enterprises (GSE). Accordingly, it is expected that the GSE securities would not be settled at a price less than the Company’s amortized cost basis. The Company does not consider these investments to be other-than-temporarily impaired at December 31, 2018 and December 31, 2017 since the decline in market value is attributable to changes in interest rates and not credit quality and the Company has the intent and ability to hold these investments until there is a full recovery of the unrealized loss, which may be at maturity.

Securities available for sale, with a carrying value of approximately $5.5 million at December 31, 2018 have been pledged to secure advances from the Federal Home Loan Bank of New York.

4. LOANS RECEIVABLE, NET

	2018			2017
Mortgage loans:
Residential 1-4 family	$	18,239,205		$	22,328,431
Commercial and multi-family		15,640,233			14,635,915
Home equity lines of credit		27,725			433,193

		33,907,163			37,397,539

Other loans:
Secured by savings accounts		-			7,158
Student		8,024,588			10,150,844
Commercial		1,316,545			1,416,661

		9,341,133			11,574,663

Total loans		43,248,296			48,972,202

Less:
Deferred loan fees (costs and premiums), net		(261,061	)		(333,105	)
Allowance for loan losses		407,832			507,235

		146,771			174,130

	$	43,101,525		$	48,798,072

In the ordinary course of business, the Company makes loans to its directors, executive officers, and their associates (related parties) on the same terms as those prevailing at the time of origination for comparable loans with other borrowers. The unpaid principal balances of related party loans were approximately $142,000 and $151,000 at December 31, 2018 and 2017, respectively.

F-17

4. LOANS RECEIVABLE, NET (Cont’d)

Activity in the allowance for loan losses is summarized as follows:

	Year Ended
	December 31,
	2018			2017

Balance at beginning of year	$	507,235		$	466,893
Provision for loan losses		3,800			40,342
Charge-offs		(103,203	)		-
Recoveries		-			-

Balance at end of year	$	407,832		$	507,235

The allowance for loan losses consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. There are no specific allowances as of December 31, 2018 and 2017. The general component covers pools of loans by loan class not considered impaired, as well as smaller balance homogeneous loans, such as one-to-four family real estate, home equity lines of credit and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include:

1.	Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.

2.	National, regional, and local economic and business conditions including the value of underlying collateral for collateral dependent loans.

3.	Nature and volume of the portfolio and terms of loans.

4.	Experience, ability, and depth of lending management and staff and the quality of the Association’s loan review system.

5.	Volume and severity of past due, classified and nonaccrual loans.

6.	Existence and effect of any concentrations of credit and changes in the level of such concentrations.

7.	Effect of external factors, such as competition and legal and regulatory requirements.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

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

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated when credit deficiencies arise, such

F-18

4. LOANS RECEIVABLE, NET (Cont’d)

as delinquent loan payments. Credit quality risk ratings include regulatory classifications of pass, special mention, substandard, doubtful and loss.

Loan classifications are defined as follows:

	●	Pass — These loans are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.

	●	Special Mention — These loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects.

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

	●	Doubtful — These loans have all the weaknesses inherent in a loan classified substandard with the added characteristic that the weaknesses make the full recovery of our principal balance highly questionable and improbable on the basis of currently known facts, conditions, and values. The likelihood of a loss on an asset or portion of an asset classified as doubtful is high. Its classification as Loss is not appropriate, however, because pending events are expected to materially affect the amount of loss.

	●	Loss — These loans are considered uncollectible and of such little value that a charge-off is warranted. This classification does not necessarily mean that an asset has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery will occur.

One of the primary methods the Company uses as an indicator of the credit quality of their portfolio is the regulatory classification system. The following table reflects the credit quality indicators by portfolio segment and class, at the dates indicated:

	December 31, 2018
	Mortgage Loans
			Commercial						Commercial
	Residential		Real Estate and						and
	1-4 Family		Multi-Family		Home Equity		Student		Other		Total
	(In thousands)

Pass	$	17,941	$	15,640	$	28	$	8,000	$	1,316	$	42,925
Special Mention		49		-		-		-		-		49
Substandard		249		-		-		25		-		274

Total	$	18,239	$	15,640	$	28	$	8,025	$	1,316	$	43,248

F-19

4. LOANS RECEIVABLE, NET (Cont’d)

	December 31, 2017
	Mortgage Loans
			Commercial						Commercial
	Residential		Real Estate and						and
	1-4 Family		Multi-Family		Home Equity		Student		Other		Total
	(In thousands)

Pass	$	21,729	$	14,636	$	417	$	10,151	$	1,424	$	48,357
Special Mention		49		-		-		-		-		49
Substandard		550		-		16		-		-		566

Total	$	22,328	$	14,636	$	433	$	10,151	$	1,424	$	48,972

The following table provides information about loan delinquencies at the dates indicated:

	December 31, 2018
													90 Days
													or More
	30-59		60-89		90 Days								Past Due
	Days		Days		or More		Total		Current		Total		and
	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Accruing
	(In thousands)

Residential 1-4 family	$	-	$	-	$	49	$	49	$	18,190	$	18,239	$	49
Commercial and multi-family		-		-		-	$	-		15,640		15,640		-
Home equity lines of credit		-		-		-	$	-		28		28		-
Student loans		5		33		-	$	38		7,987		8,025		-
Other loans		-		-		-	$	-		1,316		1,316		-

	$	5	$	33	$	49	$	87	$	43,161	$	43,248	$	49

	December 31, 2017
													90 Days
													or More
	30-59		60-89		90 Days								Past Due
	Days		Days		or More		Total		Current		Total		and
	Past Due		Past Due		Past Due		Past Due		Loans		Loans		Accruing
	(In thousands)

Residential 1-4 family	$	177	$	-	$	336	$	513	$	21,815	$	22,328	$	-
Commercial and multi-family		-		-		-	$	-		14,636		14,636		-
Home equity lines of credit		-		-		-	$	-		433		433		-
Student loans		48		-		27	$	75		10,076		10,151		27
Other loans		-		-		-	$	-		1,424		1,424		-

	$	225	$	-	$	363	$	588	$	48,384	$	48,972	$	27

F-20

4. LOANS RECEIVABLE, NET (Cont’d)

The following is a summary of loans, by loan type, on which the accrual of income has been discontinued and loans that are contractually past due 90 days or more but have not been classified as non-accrual at the dates indicated:

	December 31,
	2018		2017
	(In thousands)
Residential 1-4 family	$	249	$	599
Commercial and multi-family		-		-
Home equity lines of credit		-		16
Student loans		-		-
Other loans				-

Total non-accrual loans		249		615

Accruing loans delinquent 90 days or more		49		27

Total non-performing loans	$	298	$	642

The total amount of interest income on non-accrual loans that would have been recognized if interest on all such loans had been recorded based upon original contract terms amounted to approximately $25,300 and $31,300 for the year ended December 31, 2018 and 2017, respectively. The total amount of interest income recognized on non-accrual loans amounted to approximately $14,100 and $16,800 during the year ended December 31, 2018 and 2017, respectively.

A loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due under the contractual terms of the loan agreement. The Company considers one-to four-family mortgage loans and consumer installment loans to be homogeneous and, therefore, does not generally evaluate them for impairment, unless they are considered troubled debt restructurings. All other loans are evaluated on an individual basis.

The following table presents loans evaluated for impairment by loan type:

Year Ended

December 31, 2018

Unpaid

Average

Interest

Recorded

Principal

Specific

Recorded

Income

Investment

Balance

Allowance

Investment

Recognized

Without an allowance:

1-4 family residential

248,956

279,678

There were no impaired loans as of December 31, 2017.

The recorded investment in the loan modified in a troubled debt restructuring totaled $248,956 at December 31, 2018, which was current at December 31, 2018 and complied with the terms of its restructure agreement. Loans that were modified in a troubled debt restructuring represent concessions made to borrowers experiencing financial difficulties. The Company works with these borrowers to modify existing loan terms usually by extending maturities or reducing interest rates. The Company records an impairment loss, if any, based on the present value of expected future cash flows discounted at the original loan’s effective interest rate or the value of the underlying collateral property. Subsequently, these loans are individually evaluated for impairment.

F-21

4. LOANS RECEIVABLE, NET (Cont’d)

The following table is a comparison of the Company’s troubled debt restructurings by class modified during the year indicated:

Year Ended December 31, 2018

Pre-restructuring

Post-restructuring

Number

Outstanding

Recorded

Contracts

Investment

Troubled debt restructurings:

1-4 family residential

287,358

248,956

There were no troubled debt restructured loans during the year ended December 31, 2017.

The following tables present the activity in the allowance for loan losses by loan type for the years indicated:

	December 31, 2018
	Mortgage Loans
	Residential 1-4 Family			Commercial and Multi-Family		Home Equity			Student			Other		Unallocated		Total
	(In thousands)

Beginning balance	$	318		$	121	$	4		$	54		$	10	$	-	$	507
Provision for loan losses		(82	)		7		(3	)		80			2		-		4
Charge offs		(91	)		-		-			(12	)		-		-		(103	)

Ending Balance	$	145		$	128	$	1		$	122		$	12	$	-	$	408

	Year Ended
	December 31, 2017
	Mortgage Loans
	Residential 1-4 Family		Commercial and Multi-Family			Home Equity			Student		Other		Unallocated		Total
	(In thousands)

Beginning balance	$	297	$	138		$	5		$	20	$	7	$	-	$	467
Provision for loan losses		21		(17	)		(1	)		34		3		-		40

Ending Balance	$	318	$	121		$	4		$	54	$	10	$	-	$	507

F-22

5. PREMISES AND EQUIPMENT, NET

	December 31,
	2018			2017

Land and land improvements	$	766,939		$	766,939
Building and building improvements		2,533,246			2,528,451
Furniture, fixtures and equipment		870,159			860,523

		4,170,344			4,155,913
Less accumulated depreciation		(3,061,471	)		(2,926,456	)

	$	1,108,873		$	1,229,457

Depreciation expense for the years ended, December 31, 2018 and 2017, was $135,016 and $135,919, respectively.

6. ACCRUED INTEREST RECEIVABLE

	December 31,
	2018		2017

Loans	$	427,301	$	406,295
Mortgage-backed securities		75,232		72,979
Investment securities		14,224		10,965

	$	516,757	$	490,239

F-23

7. DEPOSITS

	December 31,
	2018					2017
	Weighted					Weighted
	Average					Average
	Rate			Amount		Rate			Amount

Non-interest bearing checking		0.00	%	$	4,292,035		0.00	%	$	4,816,982
NOW accounts		0.05	%		11,667,083		0.05	%		12,172,345
Regular savings and clubs		0.10	%		18,535,375		0.10	%		21,864,032
Super saver		0.18	%		6,114,479		0.15	%		6,168,913
Money market		0.10	%		3,234,522		0.10	%		3,413,996

					43,843,494					48,436,268

Certificates of deposit		1.30	%		19,814,936		0.85	%		24,122,546

		0.46	%	$	63,658,430		0.34	%	$	72,558,814

Certificates of deposit are summarized by remaining period to contractual maturity as follows:

	December 31,
	2018		2017
	(In thousands)

One year or less	$	12,993	$	17,403
Over one to three years		6,020		5,361
Over three years		802		1,359

	$	19,815	$	24,123

Certificates of deposit with balances of $100,000 or more totaled $9.1 million and $9.3 million at December 31, 2018 and 2017, respectively. The Company’s deposits are insurable to applicable limits established by the Federal Deposit Insurance Corporation. The maximum deposit insurance amount is $250,000.

Interest expense on deposits is summarized as follows:

	Year Ended
	December 31,
	2018		2017

NOW	$	6,074	$	5,764
Savings and clubs		29,759		32,784
Money market		3,355		3,177
Certificates of deposit		229,600		186,295

	$	268,788	$	228,021

F-24

8. ADVANCES FROM FEDERAL HOME LOAN BANK OF NEW YORK

Advances from the Federal Home Loan Bank of New York totaled $3,750,000 and $0 as of December 31, 2018 and 2017, respectively. The advance at December 31, 2018 carried an interest rate of 2.62% and matured on January 4, 2019.

At December 31, 2018, the Company had a borrowing capacity at the FHLB of $23.9 million and access to a line of credit at Atlantic Community Bankers Bank of $2,000,000 of which no balances were outstanding at December 31, 2018.

See Note 3 to the consolidated financial statements regarding securities pledged as collateral for such advances.

9. INCOME TAXES

The components of income taxes are summarized as follows:

	Year Ended
	December 31,
	2018			2017

Current tax expense
Federal	$	-		$	-
State		16,060			18,000

		16,060			18,000

Deferred tax expense (benefit):
Federal		50,100			436,980
State		(27,186	)		(76,638	)

		22,914			360,342

Change in State valuation allowance, net		(25,186	)		33,422

	$	13,788		$	411,764

F-25

9. INCOME TAXES (Cont’d)

The following is a reconciliation of expected income taxes (benefit), computed at the applicable federal statutory rate of 21% for the year ended December 31, 2018 and 34% for the year ended December 31, 2017 to the actual income tax expense (benefit):

	December 31,
	2018			2017

Federal income tax expense (benefit)	$	13,838		$	28,803
Impact of Tax Reform		-			422,910
State income tax expense (benefit)		(8,789	)		(15,974	)
Income from life insurance		(12,910	)		(20,732	)
Tax-exempt interest		(2,836	)		(4,737	)
Other		49,671			(31,928	)
Valuation allowance		(25,186	)		33,422

Actual income tax	$	13,788		$	411,764

The components of deferred tax assets and liabilities are as follows:

	December 31,
	2018			2017

Deferred tax assets:
Depreciation	$	110,774		$	102,918
Benefit plan liabilities		80,202			88,510
Allowance for loan losses		124,393			126,770
Charitable contribution carryover		2,950			3,362
Net operating loss carryover		572,342			595,124
Unfunded pension liability		373,617			303,719
Unrealized loss on securities available for sale		155,291			87,361
Other		901			-

		1,420,470			1,307,764

Valuation allowance		(197,022	)		(222,208	)

Total deferred tax assets		1,223,448			1,085,556

Deferred tax liabilities:
Discounts on investments		759			299
Prepaid benefit plans		375,578			393,200
Net deferred loan costs/fees		24,573			9,476
Other		-			143

Total deferred tax liabilities		400,910			403,118

Net deferred tax assets	$	822,538		$	682,438

F-26

9. INCOME TAXES (Cont’d)

At December 31, 2018, the Company had a federal net operating loss carryover of $1,696,000 and a New York state net operating loss carryover of $3,172,000 available to offset future taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result of New York State tax law changes, a valuation allowance of $197,000 has been established on the entire New York State portion of the net deferred tax asset. Based upon projections of future taxable income, management believes it is more likely than not the Company will realize the remaining deferred tax asset.

On December 22, 2017, the President signed into law the Tax Act. The new law reduces the federal corporate income tax rate from 34% to 21% for tax years beginning after December 31, 2017. Under ASC 740, “Income Taxes”, companies are required to recognize the effect of tax law changes in the period of enactment; therefore, the Company re-measured its deferred tax assets and liabilities at the enacted tax rate expected to apply when its temporary differences are expected to be realized or settled. As of the date of enactment, the resulting impact of the re-measurement of the Company’s deferred tax balances was $422,910.

Sunnyside Federal qualifies as a savings and loan association under the provisions of the Internal Revenue Code and, therefore, was permitted, prior to January 1, 1996, to deduct from federal taxable income an allowance for bad debts based on eight percent of taxable income before such deduction less certain adjustments, subject to certain limitations. Beginning January 1, 1996, Sunnyside Federal, for federal income tax purposes, must calculate its bad debt deduction using either the experience or the specific charge off method. Retained earnings at December 31, 2018 included approximately $1,700,000 of such bad deductions for which income taxes have not been provided.

10. BENEFIT PLANS

Pension Plan

All eligible Company employees are included in a non-contributory defined benefit pension plan. Effective April 15, 2008, the plan was “Frozen.” At the freeze date, no employee will be permitted to commence or recommence participation in the plan and no further benefits will accrue to any plan participants. In addition, compensation received on or after the plan freeze date will not be considered for any purpose under the plan.

The following table sets forth the change in benefit obligation, change in plan assets, and a reconciliation of the funded status:

	December 31,
	2018			2017

Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	2,496,881		$	2,529,326
Interest cost		104,111			105,571
Actuarial loss		99,149			49,487
Benefits paid		(189,032	)		(187,503	)

Projected benefit obligation at end of year		2,511,109			2,496,881

Change in fair value of plan assets:
Fair value of plan assets at beginning of year		2,343,589			2,211,641
Actual return on plan assets		(106,474	)		286,545
Employer contributions		34,048			32,906
Benefits paid		(189,032	)		(187,503	)

Fair value of plan assets at end of year		2,082,131			2,343,589

Funded status of plan included in other liabilities	$	(428,978	)	$	(153,292	)

F-27

10. BENEFIT PLANS (Cont’d)

Pension Plan (Cont’d)

As of December 31, 2018 and 2017, the components of accumulated other comprehensive loss on a pretax basis are an unrecognized actuarial loss of $1,779,119 and $1,446,279, respectively.

The estimated net actuarial loss for the pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2019 is $67,402.

The weighted average assumptions used to determine the Plan’s benefit obligation are as follows:

	December 31,
	2018			2017

Discount rate		4.50	%		4.50	%
Salary increase rate		N/A			N/A

The components of net periodic plan cost is as follows:

	Year Ended
	December 31,
	2018			2017

Components of net periodic plan cost (credit):
Interest cost	$	104,111		$	105,571
Expected return on assets		(175,623	)		(165,866	)
Amortization of unrecognized loss		48,406			51,878

Net periodic plan cost (credit) included in compensation and benefits expense		(23,106	)		(8,417	)

Changes in benefit obligation recognized in other comprehensive income (loss):
Net loss (gain)		381,246			(71,191	)
Amortization of loss		(48,406	)		(51,878	)

Benefit obligation recognized in other comprehensive income (loss)		332,840			(123,069	)

Total recognized in net periodic plan cost and other comprehensive income (loss)	$	309,734		$	(131,486	)

F-28

10. BENEFIT PLANS (Cont’d)

Pension Plan (Cont’d)

The weighted average assumptions used to determine net periodic plan cost are as follows:

	Year Ended
	December 31,
	2018			2017

Discount rate		4.50	%		4.50	%
Expected rate of return on plan assets		8.00	%		8.00	%
Rate of compensation increase		N/A			N/A
Amortization period		24.72			25.38

Investment Policies and Strategies

Wilmington Trust Retirement & Institutional Services Company acts as Trustee for the Plan. The Plan assets are managed by Pinnacle Associates, Ltd.

The long-term investment objectives are to maintain plan assets at a level that will sufficiently cover long-term obligations and to generate a return on plan assets that will meet or exceed the rate at which long-term obligations will grow. A broadly diversified combination of equity and fixed income portfolios and various risk management techniques are used to help achieve these objectives.

Allowable investments include common stocks, preferred stocks, fixed income securities, depository receipts, money market funds, real estate investment trusts, and publicly traded limited partnerships with the following limitations:

●	The account will be a balanced account, with a target of 60% equity securities and 40% fixed income securities ratio which may vary based on the portfolio manager’s discretion.

●	The account will generally not invest more than 20% of its net assets in cash and cash equivalents.

●	The account will invest, under normal circumstances, between 20% to 60% of its net assets in fixed income securities.

●	The account will invest, under normal circumstances, between 30% to 80% of its net assets in equity securities. The equities will be mostly of a large capitalization nature.

●	The account will generally hold between 50 to 90 equity securities.

●	The maximum equity position size will be limited to 5% of net assets at the time of purchase.

●	For equities, each significant economic sector will be considered for the investment.

●	The account may invest up to 15% of its net assets in companies incorporated outside of the United States, at the time of purchase.

●	The account will not sell securities short. Any short transactions in futures, swaps, structured products, and call options will apply to this limit.

The investment goal is to achieve investment results that will contribute to the proper funding of the pension plan by exceeding the rate of inflation over the long term.

F-29

10. BENEFIT PLANS (Cont’d)

Pension Plan (Cont’d)

Determination of Long-Term Rate-of-Return

The long-term rate-of-return-on-assets assumption was set based on historical returns earned by equities and fixed income securities, adjusted to reflect expectations of future returns as applied to the plan’s target allocation of asset classes. Equities and fixed income securities were assumed to earn real rates of return in the ranges of 5-9% and 2-6%, respectively. The long-term inflation rate was estimated to be 3%. When these overall return expectations are applied to the plan’s target allocation, the result is an expected rate of return of 7% to 10%.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid:

Fiscal year ending
December 31,

2019		203,805
2020		202,961
2021		197,371
2022		191,497
2023		193,300
Years 2024-2028		853,808

	$	1,842,742

The Company expects to contribute cash of $34,000 to the plan in 2019.

The fair values of the Association’s pension plan assets at December 31, 2018, by asset category (see note 14 for the definition of levels) are as follows:

			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)

Cash and money market funds	$	398,259	$	398,259	$	-	$	-
US Treasuries		49,622		49,622		-		-
Corporate bonds (a)		528,325		-		528,325		-
Equity securities (b)		1,105,925		1,105,925		-		-

Total	$	2,082,131	$	1,553,806	$	528,325	$	-

(a)	Includes eight corporate bonds due within ten years rated BBB+ or better by the S&P.

(b)	Includes 46 companies spread over various market sectors.

F-30

10. BENEFIT PLANS (Cont’d)

Pension Plan (Cont’d)

The fair values of the pension plan assets at December 31, 2017 by asset category (see note 14 for the definition of levels) are as follows:

			Quoted Prices
			in Active
			Markets for		Significant		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)

Cash and money market funds	$	172,614	$	172,614	$	-	$	-
Corporate bonds (a)		540,212		-		540,212		-
Equity securities (b)		1,630,763		1,630,763		-		-

Total	$	2,343,589	$	1,803,377	$	540,212	$	-

(a)	Includes eight corporate bonds due within ten years rated BBB+ or better by the S&P.

(b)	Includes 56 companies spread over various market sectors.

Employee Savings Plan

The Company also maintains a defined contribution plan for eligible employees under Section 401(k) of the Internal Revenue Service (“IRS”) Code. All employees who meet the plan eligibility requirements may elect to participate in the plan by making contributions up to the maximum permissible IRS limit. The Company makes matching contributions limited to 50% of the participant’s contributions up to 6% of compensation. Savings plan expense was approximately $20,000 and $22,000 for the years ended December 31, 2018 and 2017, respectively.

Employee Stock Ownership Plan

Effective upon completion of the Company’s initial public offering in July 2013, the Association established an Employee Stock Ownership Plan (“ESOP”) for all eligible employees who complete a twelve-month period of employment with the Association, have attained the age of 21 and complete at least 1,000 hours of service in a plan year. The ESOP used $555,450 in proceeds from a term loan obtained from the Company to purchase 55,545 shares of Company common stock. The remaining term loan principal is payable over 25 equal annual installments through December 31, 2037. The interest rate on the term loan is the prime rate. Each year, the Association intends to make discretionary contributions to the ESOP, which will be equal to principal and interest payments required on the term loan. The Association may substitute dividends paid, if any, on the Company common stock held by the ESOP for discretionary contributions.

Shares purchased with the loan proceeds provide collateral for the term loan and are held in a suspense account for future allocations among participants. Contributions to the ESOP and shares released from the suspense account are to be allocated among the participants on the basis of compensation, as described by the ESOP, in the year of allocation.

ESOP shares pledged as collateral were initially recorded as unearned ESOP shares in the consolidated statements of financial condition. Thereafter, on a monthly basis, compensation expense is recorded equal to the number of shares committed to be released times the monthly average market price of the shares, and the committed shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $49,000 and $41,000 for the years ended December 31, 2018 and 2017, respectively.

F-31

10. BENEFIT PLANS (Cont’d)

Employee Stock Ownership Plan (Cont’d)

The ESOP shares were as follows:

	December 31,
	2018		2017

Allocated shares		10,933		8,842
Shares committed to be released		2,069		2,092
Unearned shares		42,543		44,611

Total ESOP shares		55,545		55,545

Equity Incentive Plan

On July 17, 2014, the Board of Directors adopted the Sunnyside Bancorp, Inc. 2014 Equity Incentive Plan (the “Stock Incentive Plan”) which was approved by shareholders at the Company’s 2014 Annual Meeting of Shareholders held on September 16, 2014. Stock options and restricted stock may be granted to directors, officers and other employees of the Company. The maximum number of shares which may be issued upon exercise of the options under the plan cannot exceed 79,350 shares. The maximum number of shares of stock that may be issued as restricted stock awards cannot exceed 23,805.

On June 16, 2015, the Company granted 10,500 shares of restricted stock to certain executive officers, with a grant date fair value of $10.50 per share. Twenty percent of the shares awarded vest annually. Management recognizes expense for the fair value of those awards on a straight line basis over the requisite service period. Plan expense was approximately $22,000 for each of the years ended December 31, 2018 and 2017, respectively. During the years ended December 31, 2018 and December 31, 2017, 2,100 shares of restricted stock vested each year. Expected future expense relating to these non-vested restricted shares at December 31, 2018 is $33,075 over a weighted average period of 1.5 years. There were no stock options outstanding as of December 31, 2018.

Other Retirement Benefits

Effective June 2002, the Company entered into salary continuation agreements with certain of its officers. The agreements provide for specified benefit payments for life, 15-year period certain commencing at normal retirement, as well as payments upon early retirement, disability and death. The amounts payable under the agreements vest at an annual rate of 5% over 20 years and are computed as a specified percentage of a defined total compensation base, less (i) benefits under the Company’s pension plan, 401(k) plan and deferred compensation agreements, and (ii) a portion of social security benefits. The Association also entered into agreements providing for split-dollar life insurance death benefits based on each officer’s total compensation, as defined. The salary continuation and split-dollar agreements are unfunded, non-qualified benefits plans. However, the Company has purchased life insurance policies held by a Rabbi Trust in consideration of its obligations under the salary continuation agreements and certain prior deferred compensation agreements. During 2009, certain of these obligations were renegotiated by the Company with the purchase of annuity contracts. At December 31, 2018 and 2017, recorded obligations of $244,414 and $262,044, respectively, are included in other liabilities with respect to these agreements. The related life insurance policies are reported as assets at their cash surrender values of $2,319,802 and $2,258,324 at December 31, 2018 and 2017, respectively. Total expense under these plans was approximately $700 and $2,800 for the years ended December 31, 2018 and 2017, respectively.

F-32

11. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss included in stockholders’ equity are as follows:

	December 31,
	2018			2017

Unrealized net loss on pension plan	$	(1,779,119	)	$	(1,446,279	)
Unrealized loss on securities available for sale		(739,481	)		(416,007	)

Accumulated other comprehensive loss before taxes		(2,518,600	)		(1,862,286	)

Tax effect		528,908			391,080

Accumulated other comprehensive loss	$	(1,989,692	)	$	(1,471,206	)

12. COMMITMENTS AND CONTINGENCIES

Off-Balance Sheet Financial Instruments

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments are limited to agreements to extend credit that involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the balance sheets. The contract or notional amounts of these instruments reflect the extent of the Association’s involvement in particular classes of financial instruments. The Company’s maximum exposure to credit loss in the event of nonperformance by the other parties to these instruments represents the contract amounts, assuming that they are fully funded at a later date and any collateral proves to be worthless.

The Company had loan origination commitments of $175,000 and $429,000 at December 31, 2018 and 2017, respectively. The commitments at December 31, 2018, were at a fixed rate of 4.90%. In addition, the Company has outstanding undisbursed home equity and other lines of credit totaling $335,000 and $228,000 at December 31, 2018 and 2017, respectively. These are contractual agreements to lend to customers within specified time periods at interest rates and on other terms based on existing market conditions.

Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee by the customer. The commitment amounts do not necessarily represent future cash requirements since certain agreements may expire without being funded. The credit risk associated with these instruments is essentially the same as for outstanding loans reported in the balance sheets. Commitments are subject to the same credit approval process, including a case-by-case evaluation of the customer’s creditworthiness and related collateral requirements.

At December 31, 2018 and 2017, the Company had a $2.0 million unsecured line of credit with Atlantic Community Bankers Bank which has no balance outstanding for the aforementioned periods.

Contingencies

The Company has a $8.0 million student loan portfolio of which $3.3 million is insured by ReliaMax Surety Company (“ReliaMax”). The Company has approximately $78,000 in unamortized premiums paid to ReliaMax to insure these student loans. On June 27, 2018, the South Dakota Division of Insurance was granted a petition to place ReliaMax into liquidation. While the Company expects to recover some of these premiums through the liquidation of ReliaMax as well as through a state insurance guarantee fund, we cannot estimate the amount of any loss or recovery at the present time. The Company filed a claim against ReliaMax and we expect to have an estimate of our recovery sometime during 2019.

F-33

12. COMMITMENTS AND CONTINGENCIES (Cont’d)

Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. At December 31, 2018, the Company is not involved in any legal proceedings, the outcome of which would be material to the financial statements.

13. REGULATORY CAPITAL

The Association is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by regulators, that if undertaken could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Association must meet specific capital guidelines that involve quantitative measures of the Association’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices.

Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Association to maintain minimum amounts and ratios of common equity Tier 1 capital, total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets, as defined in the regulations. As of December 31, 2018 and 2017 the Association exceeded all capital adequacy requirements to which it was subject (see tables below). There were no conditions or events since December 31, 2018 that management believes have changed the Association’s capital ratings.

On January 1, 2015, the final rules implementing the Basel Committee on Banking Supervision capital guidelines for banking organizations (Basel III) regulatory capital framework and related Dodd-Frank Act changes became effective for the Association. These rules supersede the federal banking agencies’ general risk-based capital rules (Basel I). Full compliance with all of the final rule’s requirements is phased in over a multi-year transition period ending on January 1, 2019. Basel III revised minimum capital requirements and adjusted prompt corrective action thresholds. Under the final rules, minimum requirements increased for both the quantity and quality of capital held by the Association. The rules included a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5 percent, raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0 percent to 6.0 percent, required a minimum ratio of total capital to risk-weighted assets of 8.0 percent, and required a minimum leverage ratio of 4.0 percent. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This conservation buffer will be phased in beginning January 1, 2016 at 0.625 percent of risk-weighted assets and increase each subsequent year by an additional 0.625 percent until reaching its final level of 2.5 percent of risk-weighted assets on January 1, 2019. The final rule also revised the definition and calculation of Tier 1 capital, total capital and risk-weighted assets.

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13. REGULATORY CAPITAL (Cont’d)

The following table presents the Association’s actual capital positions and ratios under risk-based capital guidelines of Basel III and Basel I at December 31, 2018 and 2017, respectively:

	Actual					Minimum Capital Requirements					To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)

December 31, 2018

Tangible Capital		11,912		15.00	%		1,191		1.500	%		N/A		N/A
Total Risked-based Capital		12,320		26.76	%		4,546		9.875	%		4,603		10.00	%
Common Equity Tier 1 Capital		11,912		25.88	%		2,935		6.375	%		2,992		6.50	%
Tier 1 Risk-based Capital		11,912		25.88	%		3,625		7.875	%		3,683		8.00	%
Tier 1 Leverage Capital		11,912		15.00	%		3,177		4.000	%		3,971		5.00	%

December 31, 2017

Tangible Capital		11,745		13.57	%		1,298		1.500	%		N/A		-
Total Risked-based Capital		12,252		25.90	%		4,376		9.250	%		4,731		10.00	%
Common Equity Tier 1 Capital		11,745		24.82	%		2,720		5.750	%		3,075		6.50	%
Tier 1 Risk-based Capital		11,745		24.82	%		3,430		7.250	%		3,785		8.00	%
Tier 1 Leverage Capital		11,745		13.57	%		3,463		4.000	%		4,328		5.00	%

14. FAIR VALUE MEASUREMENTS AND DISCLOSURES

A. Fair Value Measurements

The Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures. ASC Topic 820 was issued to increase consistency and comparability in reporting fair values.

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The Company did not have any liabilities that were measured at fair value at December 31, 2018 and 2017. Securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as foreclosed real estate owned and certain impaired loans. These non-recurring fair value adjustments generally involve the write-down of individual assets due to impairment losses.

In accordance with ASC Topic 820, the Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

●	Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●	Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

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14. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

A. Fair Value Measurements (Cont’d)

●

Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

The Company bases its fair values on the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. ASC Topic 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Assets that are measured on a recurring basis are limited to the available-for-sale securities portfolio. The available-for-sale portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. Substantially all of the available-for-sale portfolio consists of investment securities issued by government-sponsored enterprises. The fair values for substantially all of these securities are obtained from an independent securities broker. Based on the nature of the securities, the securities broker provides the Company with prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available for the majority of securities in the portfolio.

The following table provides the level of valuation assumptions used to determine the carrying value of assets measured at fair value on a recurring basis at December 31, 2018 and 2017:

	Fair Value Measurements at December 31,
	Carrying		Quoted Prices in Active Markets for Identical		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Value		(Level 1)		(Level 2)		(Level 3)

December 31, 2018:
Securities available for sale	$	29,426,745	$	-	$	29,426,745	$	-

December 31, 2017:
Securities available for sale	$	29,175,525	$	-	$	29,175,525	$	-

There were no assets measured at fair value on a non-recurring basis at December 31, 2018 and 2017.

B. Fair Value Disclosures

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein.

Cash and Cash Equivalents

For cash and due from banks and federal funds sold, the carrying amount approximates the fair value (Level 1).

Securities

The fair value of securities is estimated based on bid quotations received from securities dealers, if available (Level 1). If a quoted market price was not available, fair value was estimated using quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued (Level 2).

FHLB and other stock, at cost

The fair value for FHLB and other stock, at cost is its carrying value, since this is the amount for which it could be redeemed. There is no active market for this stock, and the Company is required to maintain a minimum balance based upon the unpaid principal of home mortgage loans (Level 2).

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14. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

B. Fair Value Disclosures (Cont’d)

Loans Receivable

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential mortgage, commercial, and consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories (Level 3).

Deposits

The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and NOW and money market accounts, is equal to the amount payable on demand (Level 1). The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits with similar remaining maturities (Level 2).

Short-Term Borrowings

The carrying amounts of federal funds purchased, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 1).

Long-Term Borrowings

The fair value of long-term borrowings is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

Off-Balance-Sheet Instruments

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements. For further information on these financial instruments, see Note 12.

The carrying values and estimated fair values of financial instruments are as follows (in thousands):

	December 31,
	2018				2017
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	1,218	$	1,218	$	1,229	$	1,229
Securities held to maturity		629		623		657		672
Securities available for sale		29,427		29,427		29,176		29,176
Loans receivable		43,102		41,867		48,798		48,909
FHLB and other stock, at cost		331		331		167		167
Accrued interest receivable		517		517		490		490

Financial liabilities:
Deposits		63,658		63,711		72,559		72,609
Advances from FHLB of N.Y.		3,750		3,754		-		-

F-37

14. FAIR VALUE MEASUREMENTS AND DISCLOSURES (Cont’d)

B. Fair Value Disclosures (Cont’d)

The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.

In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment and advances from borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

F-38

15. REVENUE RECOGNITION

The Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” on January 1, 2018. The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are in the scope of other standards. Revenue associated with financial instruments, including loans, leases, securities and derivatives, that are accounted for under other U.S. GAAP are specifically excluded from Topic 606.

The Company’s contracts with customers in the scope of Topic 606 are contracts for deposit accounts. The revenue resulting from deposit accounts, which includes fees such as safe deposit fees, insufficient funds fees, wire transfer fees and out-of-network ATM transaction fees, is included as a component of fees and service charges in the consolidated statements of operations.

Revenue from contracts with customers included in fees and service charges was $96,700 and $90,500 for the years ended December 31, 2018 and 2017, respectively.

For our contracts with customers, we satisfy our performance obligations each day as services are rendered. For our deposit account revenue, we receive payment on a daily basis as services are rendered.

F-39

Signatures

Pursuant to the requirements of Section 13 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.

	Sunnyside Bancorp

Date: March 28, 2019	By:	/s/ Timothy D. Sullivan
		Timothy D. Sullivan
		President and Chief Executive Officer
		(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/ Timothy D. Sullivan	President, Chief Executive Officer	March 28, 2019
Timothy D. Sullivan	and Director (Principal Executive Officer)

/s/ Edward J. Lipkus	Vice President, Chief Financial Officer and Treasurer	March 28, 2019
Edward J. Lipkus	(Principal Financial and Accounting Officer)

/s/ Gerardina Mirtuono	Senior Vice President,	March 28, 2019
Gerardina Mirtuono	Chief Operating Officer and Director

/s/ William Boeckelman	Director	March 28, 2019
William Boeckelman

/s/ Deborah J. Elliot	Director	March 28, 2019
Deborah J. Elliot

/s/ Desmond Lyons	Director	March 28, 2019
Desmond Lyons

/s/ Walter Montgomery	Director	March 28, 2019
Walter Montgomery