Exhibit

The Company reported net income of $1.3 million, or $0.24 per diluted common share, for the three months ended December 31, 2018, compared to net income of $0.3 million, or $0.05 per diluted common share, for the three months ended December 31, 2017. Net income for the twelve months ended December 31, 2018 was $4.8 million, or $0.90 per diluted common share, compared to net income of $2.7 million, or $0.48 per diluted common share, for the twelve months ended December 31, 2017. Both the quarter and year ended December 31, 2017 had been impacted by the revaluation of the Company's deferred tax asset as a result of the enactment of the Tax Cuts and Jobs Act on December 22, 2017.



Selected Financial Ratios
(unaudited; annualized where applicable)

As of or for the quarter ended:	12/31/2018			9/30/2018			6/30/2018			3/31/2018			12/31/2017
Return on average assets	0.87		%	0.92		%	0.87		%	0.74		%	0.20		%
Return on average equity	7.20		%	7.56		%	7.17		%	5.65		%	1.48		%
Net interest margin	3.22		%	3.44		%	3.24		%	3.24		%	3.30		%
Net loans / deposit ratio	119.43		%	113.08		%	113.64		%	110.85		%	105.46		%
Shareholders' equity / total assets	11.40		%	11.86		%	11.39		%	12.37		%	12.97		%
Efficiency ratio	62.51		%	61.96		%	62.49		%	66.29		%	62.26		%
Book value per common share	$	12.37		$	12.70		$	12.43		$	12.63		$	12.66

Total interest income for the three months ended December 31, 2018 increased $626,000, or 11.6%, to $6.0 million compared to $5.4 million for the fourth quarter of 2017. Interest income increased in the quarter ended December 31, 2018 compared to the comparable period in 2017, primarily due to a $27.0 million increase in average loan balances. Total interest expense increased by $492,000, or 46.8%, to $1.5 million, for the three months ended December 31, 2018 compared to the same period in 2017 due to a combination of higher deposit rates and an increase in the average balance of borrowings outstanding during the 2018 period.

Net interest income for the three months ended December 31, 2018 increased $134,000, or 3.1%, to $4.5 million compared to $4.3 million for the same three-month period in 2017. The change for the three months ended December 31, 2018 was primarily a result of an increase in average earning assets of $29.7 million partially offset by decreasing margin. The annualized net interest spread was 2.98% and 3.12% for the three months ended December 31, 2018 and 2017, respectively. For the quarter ended December 31, 2018, the Company's annualized net interest margin decreased to 3.22% compared to 3.30% for the corresponding three-month period in 2017.

Total interest income for the twelve months ended December 31, 2018, increased $3.8 million, or 19.8%, to $23.3 million compared to $19.5 million for the twelve months ended December 31, 2017 as average earning assets increased $64.3 million year over year. Total interest expense increased by $2.0 million, or 56.6%, to $5.4 million for the twelve months ended December 31, 2018 compared to December 31, 2017 as average interest-bearing liabilities increased $68.0 million year over year and the average cost of such liabilities increased 30 basis points.

Net interest income grew $1.9 million, or 11.9%, to $17.9 million for the twelve months ended December 31, 2018 compared to $16.0 million for the twelve months ended December 31, 2017. Net interest spread and net interest margin for the twelve months ended December 31, 2018, declined 7 and 5 basis points respectively, to 3.08% and 3.28% compared to 3.15% and 3.33% for the twelve months ended December 31, 2017. Net interest spread and net interest margin decreased as the Company's average borrowings increased in addition to deposit pricing that has continued to become more competitive year over year.

The loan loss provision for the three months ended December 31, 2018 was zero compared to $200,000 for the same period in 2017. The loan loss provision for the year ended December 31, 2018 was $240,000 compared to $1,185,000 for the year ended December 31, 2017. The decrease in the level of provision for loan loss primarily reflects lower loan growth in addition to the improvement of other credit metrics year over year.

Non-interest income for the three months ended December 31, 2018 was $198,000, as compared to $211,000 for the same period in 2017. Non-interest expense, which consists of salaries and employee benefits, occupancy expense, professional services and other non-interest expenses totaled $2.9 million for the quarter ended December 31, 2018 as compared to $2.8 million for the same period in 2017. The increase in non-interest expense was related to an increase professional service expense due to the costs associated with our Sarbanes-Oxley implementation which requires additional reporting on internal control over the financial reporting of the Company, offset by decreases in various expense categories. Previously, the Company was not subject to these requirements as its public float was below the applicable threshold.

Non-interest income for the twelve months ended December 31, 2018 was $800,000, as compared to $822,000 for the same period in 2017. Non-interest expense totaled $11.9 million for the twelve months ended December 31, 2018 as compared to $11.2 million for 2017 with the $680,000 increase primarily attributable to increased professional services expense as a result of costs associated with our Sarbanes-Oxley implementation. In addition, salaries and employee benefits increased as a result of merit and infrastructure increases while service bureau fees increased as a result of a reduction in the Company's relationship credit that declines every year.

For the three months ended December 31, 2018, the Company recorded a $491,000 tax provision compared to $1,240,000 for the three months ended December 31, 2017. The effective tax rate decreased to 28.1% for the quarter ended December 31, 2018 compared to 82.0% for the quarter ended December 31, 2017. As a result of the passage of the Tax Cuts and Jobs Act on December 22, 2017, the federal tax rate for corporations was reduced to 21% during 2018. The decrease in tax provision and effective tax

For the twelve months ended December 31, 2018 and December 31, 2017, the Company recorded a $1.8 million tax provision. The effective tax rate decreased to 27.2% for the twelve months ended December 31, 2018 compared to 39.4% for the twelve months ended December 31, 2017. The decrease in the effective tax rate is due to the revaluation of the Company's deferred tax asset as a result of the law change at December 31, 2017.



Condensed Consolidated Statements of Income (unaudited)

(dollars in thousands, except for per share data)
For the quarter ended:	12/31/2018		9/30/2018		6/30/2018		3/31/2018		12/31/2017
Net interest income	$	4,459	$	4,755	$	4,431	$	4,302	$	4,325
Provision for loan losses	—		60		90		90		200
Net interest income after provision for loan losses	4,459		4,695		4,341		4,212		4,125
Other income	198		190		208		204		211
Other expense	2,911		3,064		2,899		2,987		2,824
Income before income taxes	1,746		1,821		1,650		1,429		1,512
Income taxes (benefit)	491		506		407		407		1,240
Net income	$	1,255	$	1,315	$	1,243	$	1,022	$	272
Earnings per common share:
Basic	$	0.24	$	0.25	$	0.23	$	0.19	$	0.05
Diluted	$	0.24	$	0.24	$	0.23	$	0.19	$	0.05
Weighted average common shares outstanding:
Basic	5,276,116		5,330,029		5,331,090		5,470,349		5,577,314
Diluted	5,317,305		5,388,577		5,375,090		5,507,443		5,588,598



Condensed Consolidated Statements of Condition (unaudited)

(in thousands)
At:	12/31/2018		9/30/2018		6/30/2018		3/31/2018		12/31/2017
Cash and due from banks	$	1,558	$	1,254	$	1,654	$	1,871	$	2,030
Interest-earning demand deposits with banks	10,242		20,817		14,660		15,484		20,279
Securities held to maturity	39,476		43,009		44,770		36,375		38,482
Loans receivable, net of allowance	502,299		494,848		509,689		480,916		473,405
Premises and equipment	8,180		8,323		8,461		8,580		8,698
Federal home Loan Bank of New York stock, at cost	4,756		4,117		4,212		3,049		2,131
Bank owned life insurance	14,585		14,489		14,392		14,294		14,197
Accrued interest receivable	1,615		1,734		1,754		1,642		1,607
Other assets	1,789		1,803		1,657		1,816		2,211
Total assets	$	584,500	$	590,394	$	601,249	$	564,027	$	563,040
Deposits	$	420,579	$	437,597	$	448,512	$	433,843	$	448,913
Borrowings	94,275		80,075		82,175		58,075		37,675
Other liabilities	3,000		2,714		2,056		2,350		3,427
Shareholders' equity	66,646		70,008		68,506		69,759		73,025
Total liabilities and shareholders' equity	$	584,500	$	590,394	$	601,249	$	564,027	$	563,040

At December 31, 2018, the loan portfolio primarily consisted of commercial real estate loans (41.0%) and residential mortgages (32.3%). Commercial and industrial loans represented 20.9% of the portfolio while construction loans accounted for 5.7% of the portfolio. Total loans receivable increased $20.0 million to $519.1 million at December 31, 2018 compared to $499.2 million at December 31, 2017. The increase primarily reflects a $35.1 million increase in commercial and industrial loans and a $15.9 million increase in commercial real estate loans. These increases were partially offset by a $16.9 million decrease in residential mortgages as the Company continues to focus on commercial lending as well as a $14.1 million decrease in construction due to the completion of projects.



Loans (unaudited)

(dollars in thousands)
At quarter ended:	12/31/2018		9/30/2018		6/30/2018		3/31/2018		12/31/2017
Residential mortgage:
One-to-four family	$	143,391	$	147,127	$	151,372	$	154,576	$	157,876
Home equity	24,365		25,494		26,174		27,051		26,803
Total residential mortgage	167,756		172,621		177,546		181,627		184,679
Commercial and multi-family real estate	212,606		209,283		214,653		195,951		196,681
Construction	29,628		28,788		48,423		49,397		43,718
Commercial and industrial	108,602		101,849		94,140		82,712		73,465
Total commercial loans	350,836		339,920		357,216		328,060		313,864
Consumer loans	540		580		608		595		618
Total loans receivable	519,132		513,121		535,370		510,282		499,161
Less:
Loans in process	10,677		12,142		19,594		23,398		19,868
Deferred loan fees	501		475		491		462		474
Allowance	5,655		5,656		5,596		5,506		5,414
Total loans receivable, net	$	502,299	$	494,848	$	509,689	$	480,916	$	473,405

At December 31, 2018 and December 31, 2017, non-performing loans totaled $4.1 million, or 0.71% and 0.73% of total assets, respectively. Nonperforming loans remained relatively flat year over year as three new relationships were added, offset by the resolution of eight relationships throughout the year. Total delinquent loans (including nonperforming delinquent loans) were $6.3 million at December 31, 2018, an increase of $900,000 from December 31, 2017 due to an increase in loans past due 30-59 days. The allowance for loan losses as a percentage of total loans was 1.11% at December 31, 2018 and at December 31, 2017, respectively, while the allowance for loan losses as a percentage of non-performing loans increased to 136.83% at December 31, 2018 from 130.99% at December 31, 2017. Non-performing loans to total loans decreased to 0.81% at December 31, 2018 from 0.86% at December 31, 2017 primarily due to an increase in loan growth.




(dollars in thousands, unaudited)
As of or for the quarter ended:	12/31/2018			9/30/2018			6/30/2018			3/31/2018			12/31/2017
Non-accrual loans	$	4,131		$	2,746		$	3,430		$	3,548		$	3,975
Loans 90 days or more past due and still accruing	2			101			699			1,266			158
Total non-performing loans	$	4,133		$	2,847		$	4,129		$	4,814		$	4,133

Non-performing assets / total assets	0.71		%	0.48		%	0.69		%	0.85		%	0.73		%
Non-performing loans / total loans	0.81		%	0.57		%	0.80		%	0.99		%	0.86		%
Net charge-offs (recoveries)	$	—		$	—		$	—		$	(2	)	$	61
Net charge-offs (recoveries) / average loans (annualized)	—		%	—		%	—		%	—		%	0.05		%
Allowance for loan loss / total loans	1.11		%	1.13		%	1.09		%	1.13		%	1.13		%
Allowance for loan losses / non-performing loans	136.83		%	198.67		%	135.53		%	114.37		%	130.99		%

Total assets	$	584,500		$	590,394		$	601,249		$	564,027		$	563,040
Gross loans, excluding ALLL	$	507,954		$	500,504		$	515,285		$	486,422		$	478,819
Average loans	$	499,368		$	499,082		$	500,959		$	483,255		$	472,388
Allowance for loan losses	$	5,655		$	5,656		$	5,596		$	5,506		$	5,414

Total deposits at December 31, 2018 decreased to $420.6 million from $448.9 million compared to year-end 2017. Interest demand and money market balances declined $21.1 million and $11.2 million, respectively. Interest demand deposit account balances declined to $134.1 million compared to $155.2 million the year prior while money market balances declined to $16.2 million compared to $27.4 million at the prior year-end. In addition, certificates of deposit (including IRAs) and savings balances decreased $3.4 million and $2.4 million, respectively year over year. Certificates of deposits declined to $120.9 million compared to $124.3 million while savings balances declined to $102.7 million from $105.1 million from prior year end. Offsetting these decreases was an increase in non-interest demand balances of $9.8 million to $46.7 million at December 31, 2018 from $36.9 million from year end at December 31, 2017.



Deposits (unaudited)

(dollars in thousands)
At quarter ended:	12/31/2018		9/30/2018		6/30/2018		3/31/2018		12/31/2017
Demand:
Non-interest bearing	$	46,690	$	45,501	$	42,687	$	36,751	$	36,919
Interest-bearing	134,123		150,248		153,968		148,888		155,199
Savings	102,740		102,434		109,254		109,215		105,106
Money market	16,171		12,822		14,381		20,251		27,350
Time	120,855		126,592		128,222		118,738		124,339
Total deposits	$	420,579	$	437,597	$	448,512	$	433,843	$	448,913

At December 31, 2018, the Company's total stockholders' equity amounted to $66.6 million, or 11.40% of total assets, compared to $73.0 million at December 31, 2017. The Company’s book value per common share was $12.37 at December 31, 2018, compared to $12.66 at December 31, 2017. The decline in shareholders' equity was primarily due to the repurchase of 373,948 shares of

At December 31, 2018, the Bank’s common equity tier 1 ratio was 11.90%, tier 1 leverage ratio was 10.71%, tier 1 capital ratio was 11.90% and the total capital ratio was 13.00%. At December 31, 2017, the Bank’s common equity tier 1 ratio was 11.98%, tier 1 leverage ratio was 10.72%, tier 1 capital ratio was 11.98% and the total capital ratio was 13.10%. At December 31, 2018, Company and the Bank were in compliance with all applicable regulatory capital requirements.



Condensed Consolidated Average Statements of Condition (unaudited)

(dollars in thousands)
For the quarter ended:	12/31/2018			9/30/2018			6/30/2018			3/31/2018			12/31/2017
Loans	$	499,368		$	499,082		$	500,959		$	483,255		$	472,388
Securities held to maturity	41,460			43,871			36,494			37,661			39,899
Allowance for loan losses	(5,686		)	(5,624		)	(5,538		)	(5,461		)	(5,376		)
All other assets	41,211			37,466			38,053			38,851			41,886
Total assets	$	576,353		$	574,795		$	569,968		$	554,306		$	548,797
Non-interest bearing deposits	$	48,172		$	43,495		$	38,903		$	36,211		$	43,336
Interest-bearing deposits	372,474			386,364			385,047			390,522			375,098
Borrowings	83,440			73,077			74,192			53,191			53,844
Other liabilities	2,585			2,320			2,495			1,972			3,104
Stockholders' Equity	69,682			69,539			69,331			72,410			73,415
Total liabilities and shareholders' equity	$	576,353		$	574,795		$	569,968		$	554,306		$	548,797

"2018 was a challenging year for the Company due to intense competition for both loans and deposits in a rising interest rate environment," stated Michael Shriner, President and Chief Executive Officer. Mr. Shriner added "However, I am very proud of our team for remaining focused on the bigger picture of growing the Company in a safe and sound manner, and still creating value for our shareholder through the combination of stock repurchases and the distribution of two special dividends."

The foregoing release may contain forward-looking statements concerning the financial condition, results of operations and business of the Company. We caution that such statements are subject to a number of uncertainties and actual results could differ materially, and, therefore, readers should not place undue reliance on any forward-looking statements. Factors that may cause actual results to differ from those contemplated include our continued ability to grow the loan portfolio, the impact of the passage of the Tax Cuts and Jobs Act and our continued ability to manage cybersecurity risks.




MSB Financial Corp. and Subsidiaries

Consolidated Statements of Financial Condition
	At December 31, 2018			At December 31, 2017
(Dollars in thousands, except per share amounts)
Cash and due from banks	$	1,558		$	2,030
Interest-earning demand deposits with banks	10,242			20,279
Cash and Cash Equivalents	11,800			22,309
Securities held to maturity (fair value of $38,569 and $38,255, respectively)	39,476			38,482
Loans receivable, net of allowance for loan losses of $5,655 and $5,414, respectively	502,299			473,405
Premises and equipment	8,180			8,698
Federal Home Loan Bank of New York stock, at cost	4,756			2,131
Bank owned life insurance	14,585			14,197
Accrued interest receivable	1,615			1,607
Other assets	1,789			2,211
Total Assets	$	584,500		$	563,040
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest bearing	$	46,690		$	36,919
Interest bearing	373,889			411,994
Total Deposits	420,579			448,913
Advances from Federal Home Loan Bank of New York	94,275			37,675
Advance payments by borrowers for taxes and insurance	749			686
Other liabilities	2,251			2,741
Total Liabilities	517,854			490,015
Stockholders' Equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, par value $0.01; 49,000,000 shares authorized; 5,389,054 and 5,768,632 issued and outstanding at December 31, 2018 and December 31, 2017, respectively	54			58
Paid-in capital	44,726			51,068
Retained earnings	23,498			23,641
Unearned common stock held by ESOP (179,464 and 190,390 shares, respectively)	(1,632		)	(1,742		)
Total Stockholders' Equity	66,646			73,025
Total Liabilities and Stockholders' Equity	$	584,500		$	563,040




MSB Financial Corp. and Subsidiaries

Consolidated Statements of Income
	Three months ended December 31,				Twelve months ended December 31,
	2018		2017		2018		2017
(in thousands except per share amounts)
Interest Income
Loans receivable, including fees	$	5,600	$	5,065	$	21,960	$	18,278
Securities held to maturity	302		249		1,065		1,011
Other	101		63		320		191
Total Interest Income	6,003		5,377		23,345		19,480
Interest Expense
Deposits	1,039		747		3,834		2,450
Borrowings	505		305		1,564		996
Total Interest Expense	1,544		1,052		5,398		3,446
Net Interest Income	4,459		4,325		17,947		16,034
Provision for Loan Losses	—		200		240		1,185
Net Interest Income after Provision for Loan Losses	4,459		4,125		17,707		14,849
Non-Interest Income
Fees and service charges	82		86		334		342
Income from bank owned life insurance	96		100		388		413
Other	20		25		78		67
Total Non-Interest Income	198		211		800		822
Non-Interest Expenses
Salaries and employee benefits	1,566		1,579		6,673		6,240
Directors compensation	125		192		490		743
Occupancy and equipment	392		403		1,564		1,620
Service bureau fees	96		65		347		229
Advertising	2		12		33		24
FDIC assessment	17		53		211		184
Professional services	513		297		1,730		1,347
Other	200		223		813		794
Total Non-Interest Expenses	2,911		2,824		11,861		11,181
Income before Income Taxes	1,746		1,512		6,646		4,490
Income Tax Expense	491		1,240		1,811		1,768
Net Income	$	1,255	$	272	$	4,835	$	2,722
Earnings per share:
Basic	$	0.24	$	0.05	$	0.90	$	0.49
Diluted	$	0.24	$	0.05	$	0.90	$	0.48




MSB Financial Corp. and Subsidiaries

Selected Quarterly Financial and Statistical Data
	Three Months Ended
(in thousands, except for share and per share data) (annualized where applicable)	12/31/2018			9/30/2018			12/31/2017
(unaudited)
Statements of Operations Data

Interest income	$	6,003		$	6,175		$	5,377
Interest expense	1,544			1,420			1,052
Net interest income	4,459			4,755			4,325
Provision for loan losses	—			60			200
Net interest income after provision for loan losses	4,459			4,695			4,125
Other income	198			190			211
Other expense	2,911			3,064			2,824
Income before income taxes	1,746			1,821			1,512
Income tax expense (benefit)	491			506			1,240
Net Income	$	1,255		$	1,315		$	272
Earnings (per Common Share)
Basic	$	0.24		$	0.25		$	0.05
Diluted	$	0.24		$	0.24		$	0.05
Statements of Condition Data (Period-End)
Investment securities held to maturity (fair value of $38,569, $41,765, and $38,255)	$	39,476		$	43,009		$	38,482
Loans receivable, net of allowance for loan losses	502,299			494,848			473,405
Total assets	584,500			590,394			563,040
Deposits	420,579			437,597			448,913
Borrowings	94,275			80,075			37,675
Stockholders' equity	66,646			70,008			73,025
Common Shares Dividend Data
Cash dividends	$	2,522		$—			$—
Weighted Average Common Shares Outstanding
Basic	5,276,116			5,330,029			5,577,314
Diluted	5,317,305			5,388,577			5,588,598
Operating Ratios
Return on average assets	0.87		%	0.92		%	0.20		%
Return on average equity	7.20		%	7.56		%	1.48		%
Average equity / average assets	12.09		%	12.10		%	13.38		%
Book value per common share (period-end)	$	12.37		$	12.70		$	12.66



Contact:	Michael A. Shriner, President & CEO
Contact:	(908) 647-4000
	mshriner@millingtonbank.com


•	Return on average assets was 0.87% for the three months ended December 31, 2018 compared to 0.20% for the three months ended December 31, 2017 and return on average equity was 7.20% for the three months ended December 31, 2018 compared to 1.48% for the three months ended December 31, 2017.


•	Net interest margin decreased 8 basis points to 3.22% for the quarter ended December 31, 2018 from 3.30% for the quarter ended December 31, 2017.


•	The efficiency ratio,which is calculated by dividing non-interest expense by the sum of net interest income and non-interest income, was 62.51% for the quarter ended December 31, 2018 as compared to 62.26% for the quarter ended December 31, 2017.


•	Non-performing assets represented 0.71% of total assets at December 31, 2018 compared with 0.73% at December 31, 2017. The allowance for loan losses as a percentage of total non-performing loans was 136.83% at December 31, 2018 compared to 130.99% at December 31, 2017.


•	The Company’s balance sheet reflected total asset growth of $21.5 million at December 31, 2018, compared to December 31, 2017, improved asset quality, and capital levels that exceeded regulatory standards for a well-capitalized institution.


•	The effective tax rate decreased to 28.1% for the quarter ended December 31, 2018 compared to 82.0% for the quarter ended December 31, 2017 primarily due to the revaluation of the Company's deferred tax asset in the 2017 period as a result of the passage of the Tax Cuts and Jobs Act on December 22, 2017.


•	Balance sheet growth, with total assets amounting to $584.5 million at December 31, 2018, an increase of $21.5 million, or 3.81%, compared to December 31, 2017.


•	The Company’s total gross loans receivable were $508.0 million at December 31, 2018, an increase of $29.1 million, or 6.1%, from December 31, 2017.


•	Securities held to maturity were $39.5 million at December 31, 2018, an increase of $1.0 million, or 2.6%, compared to December 31, 2017.


•	Deposits decreased $28.3 million or 6.31%, totaling $420.6 million at December 31, 2018 compared to $448.9 million at December 31, 2017.


•	Borrowings totaled $94.3 million at December 31, 2018, an increase of $56.6 million, or 150.2%, compared to $37.7 million at December 31, 2017.