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ESSA Bancorp, Inc. - Quarter Report: 2020 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2020

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                  to                 

Commission File No. 001-33384

 

ESSA Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

20-8023072

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

200 Palmer Street, Stroudsburg, Pennsylvania

18360

(Address of Principal Executive Offices)

(Zip Code)

(570) 421-0531

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

ESSA

Nasdaq Stock Market LLC

 

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 requirements for the past 90 days.    YES ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted  pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES     NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filers,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

   ☐

Accelerated filer

 

 

 

 

Non-accelerated filer

   ☐

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

 

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

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

As of August 7, 2020, there were 10,950,575 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.

 

 


 

ESSA Bancorp, Inc.

FORM 10-Q

Table of Contents

 

 

 

Page

 

Part I. Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

2

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

39

 

 

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

48

 

 

 

 

Item 4

Controls and Procedures

 

48

 

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

49

 

 

 

 

Item 1A.

Risk Factors

 

49

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

49

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

50

 

 

 

 

Item 4.

Mine Safety Disclosures

 

50

 

 

 

 

Item 5.

Other Information

 

50

 

 

 

 

Item 6.

Exhibits

 

51

 

 

 

 

Signature Page

 

52

 

 

 


 

Part I. Financial Information

Item 1.

Financial Statements

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

 

 

 

June 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

(dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

159,983

 

 

$

48,426

 

Interest-bearing deposits with other institutions

 

 

10,861

 

 

 

3,816

 

Total cash and cash equivalents

 

 

170,844

 

 

 

52,242

 

Investment securities available for sale, at fair value

 

 

295,228

 

 

 

313,393

 

Loans receivable (net of allowance for loan losses of $14,330 and $12,630)

 

 

1,423,132

 

 

 

1,328,653

 

Regulatory stock, at cost

 

 

18,581

 

 

 

11,579

 

Premises and equipment, net

 

 

14,286

 

 

 

14,335

 

Bank-owned life insurance

 

 

40,310

 

 

 

39,601

 

Foreclosed real estate

 

 

412

 

 

 

240

 

Intangible assets, net

 

 

858

 

 

 

1,066

 

Goodwill

 

 

13,801

 

 

 

13,801

 

Deferred income taxes

 

 

4,782

 

 

 

5,122

 

Other assets

 

 

26,883

 

 

 

19,395

 

TOTAL ASSETS

 

$

2,009,117

 

 

$

1,799,427

 

LIABILITIES

 

 

 

 

 

 

 

 

Deposits

 

$

1,484,835

 

 

$

1,342,830

 

Short-term borrowings

 

 

138,713

 

 

 

107,701

 

Other borrowings

 

 

150,827

 

 

 

140,581

 

Advances by borrowers for taxes and insurance

 

 

15,242

 

 

 

6,700

 

Other liabilities

 

 

25,815

 

 

 

12,107

 

TOTAL LIABILITIES

 

 

1,815,432

 

 

 

1,609,919

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred Stock ($0.01 par value; 10,000,000 shares authorized, none issued)

 

 

 

 

 

 

Common stock ($0.01 par value; 40,000,000 shares authorized, 18,133,095 issued;

   10,960,357 and 11,321,417 outstanding at June 30, 2020 and September 30,

   2019, respectively)

 

 

181

 

 

 

181

 

Additional paid in capital

 

 

181,366

 

 

 

181,161

 

Unallocated common stock held by the Employee Stock Ownership Plan (ESOP)

 

 

(7,463

)

 

 

(7,803

)

Retained earnings

 

 

109,912

 

 

 

102,465

 

Treasury stock, at cost; 7,172,738 and 6,811,678 shares outstanding at

   June 30, 2020 and September 30, 2019, respectively

 

 

(90,396

)

 

 

(85,216

)

Accumulated other comprehensive income (loss)

 

 

85

 

 

 

(1,280

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

193,685

 

 

 

189,508

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

2,009,117

 

 

$

1,799,427

 

 

See accompanying notes to the unaudited consolidated financial statements.

2


 

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(dollars in thousands, except per

share data)

 

 

(dollars in thousands, except per

share data)

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

 

$

13,763

 

 

$

14,297

 

 

$

41,958

 

 

$

42,246

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,768

 

 

 

2,258

 

 

 

5,670

 

 

 

7,270

 

Exempt from federal income tax

 

 

45

 

 

 

57

 

 

 

141

 

 

 

287

 

Other investment income

 

 

277

 

 

 

388

 

 

 

941

 

 

 

1,194

 

Total interest income

 

 

15,853

 

 

 

17,000

 

 

 

48,710

 

 

 

50,997

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

2,211

 

 

 

3,770

 

 

 

8,772

 

 

 

10,713

 

Short-term borrowings

 

 

588

 

 

 

673

 

 

 

1,582

 

 

 

2,922

 

Other borrowings

 

 

854

 

 

 

842

 

 

 

2,598

 

 

 

2,030

 

Total interest expense

 

 

3,653

 

 

 

5,285

 

 

 

12,952

 

 

 

15,665

 

NET INTEREST INCOME

 

 

12,200

 

 

 

11,715

 

 

 

35,758

 

 

 

35,332

 

Provision for loan losses

 

 

1,300

 

 

 

400

 

 

 

2,175

 

 

 

1,876

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN

   LOSSES

 

 

10,900

 

 

 

11,315

 

 

 

33,583

 

 

 

33,456

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service fees on deposit accounts

 

 

558

 

 

 

834

 

 

 

2,163

 

 

 

2,481

 

Services charges and fees on loans

 

 

325

 

 

 

288

 

 

 

985

 

 

 

894

 

Loan swap fees

 

 

627

 

 

 

 

 

 

1,200

 

 

 

 

Realized and unrealized gain (loss) on equity securities

 

 

2

 

 

 

2

 

 

 

(3

)

 

 

3

 

Trust and investment fees

 

 

298

 

 

 

260

 

 

 

1,045

 

 

 

734

 

Gain on sale of investment securities available for sale, net

 

 

 

 

 

1

 

 

 

381

 

 

 

44

 

Gain on sale of loans, net

 

 

647

 

 

 

 

 

 

791

 

 

 

 

Earnings on Bank-owned life insurance

 

 

233

 

 

 

242

 

 

 

709

 

 

 

726

 

Insurance commissions

 

 

195

 

 

 

217

 

 

 

641

 

 

 

612

 

Other

 

 

(2

)

 

 

18

 

 

 

102

 

 

 

562

 

Total noninterest income

 

 

2,883

 

 

 

1,862

 

 

 

8,014

 

 

 

6,056

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

 

5,714

 

 

 

5,878

 

 

 

18,029

 

 

 

18,037

 

Occupancy and equipment

 

 

1,033

 

 

 

1,024

 

 

 

3,169

 

 

 

3,162

 

Professional fees

 

 

457

 

 

 

434

 

 

 

1,449

 

 

 

1,604

 

Data processing

 

 

1,113

 

 

 

925

 

 

 

3,215

 

 

 

2,758

 

Advertising

 

 

114

 

 

 

140

 

 

 

348

 

 

 

499

 

Federal Deposit Insurance Corporation (FDIC) premiums

 

 

154

 

 

 

238

 

 

 

492

 

 

 

607

 

(Gain) loss on foreclosed real estate

 

 

(5

)

 

 

35

 

 

 

61

 

 

 

(69

)

Amortization of intangible assets

 

 

68

 

 

 

74

 

 

 

208

 

 

 

235

 

Other

 

 

482

 

 

 

770

 

 

 

1,746

 

 

 

2,048

 

Total noninterest expense

 

 

9,130

 

 

 

9,518

 

 

 

28,717

 

 

 

28,881

 

Income before income taxes

 

 

4,653

 

 

 

3,659

 

 

 

12,880

 

 

 

10,631

 

Income taxes

 

 

876

 

 

 

612

 

 

 

2,286

 

 

 

1,716

 

NET INCOME

 

$

3,777

 

 

$

3,047

 

 

$

10,594

 

 

$

8,915

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.37

 

 

$

0.29

 

 

$

1.02

 

 

$

0.83

 

Diluted

 

$

0.37

 

 

$

0.29

 

 

$

1.02

 

 

$

0.83

 

Dividends per share

 

$

0.11

 

 

$

0.10

 

 

$

0.33

 

 

$

0.30

 

 

See accompanying notes to the unaudited consolidated financial statements.

3


 

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

(dollars in thousands)

 

Net income

 

$

3,777

 

 

$

3,047

 

 

$

10,594

 

 

$

8,915

 

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain

 

 

1,091

 

 

 

4,089

 

 

 

6,763

 

 

 

14,011

 

Tax effect

 

 

(228

)

 

 

(859

)

 

 

(1,419

)

 

 

(2,944

)

Reclassification of gains recognized in net income

 

 

 

 

 

(1

)

 

 

(381

)

 

 

(44

)

Tax effect

 

 

 

 

 

 

 

 

80

 

 

 

9

 

Net of tax amount

 

 

863

 

 

 

3,229

 

 

 

5,043

 

 

 

11,032

 

Derivative and hedging activities adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in unrealized holding losses on derivatives included in net income

 

 

(2,353

)

 

 

(1,034

)

 

 

(4,705

)

 

 

(2,097

)

Tax effect

 

 

494

 

 

 

217

 

 

 

988

 

 

 

440

 

Reclassification adjustment for losses (gains) on derivatives included in net income

 

 

108

 

 

 

(258

)

 

 

50

 

 

 

(746

)

Tax effect

 

 

(23

)

 

 

55

 

 

 

(11

)

 

 

157

 

Net of tax amount

 

 

(1,774

)

 

 

(1,020

)

 

 

(3,678

)

 

 

(2,246

)

Total other comprehensive (loss) income

 

 

(911

)

 

 

2,209

 

 

 

1,365

 

 

 

8,786

 

Comprehensive income

 

$

2,866

 

 

$

5,256

 

 

$

11,959

 

 

$

17,701

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

4


 

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

 

 

 

 

Paid In

 

 

Stock Held by

 

 

Retained

 

 

Treasury

 

 

Comprehensive

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

the ESOP

 

 

Earnings

 

 

Stock

 

 

Income (Loss)

 

 

Equity

 

 

 

(dollars in thousands except share data)

 

Balance, March 31, 2019

 

 

11,408,935

 

 

$

181

 

 

$

180,857

 

 

$

(8,029

)

 

$

97,821

 

 

$

(83,864

)

 

$

(3,329

)

 

$

183,637

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,047

 

 

 

 

 

 

 

 

 

 

 

3,047

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,209

 

 

 

2,209

 

Cash dividends declared ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,062

)

 

 

 

 

 

 

 

 

 

 

(1,062

)

Stock based compensation

 

 

 

 

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71

 

Allocation of ESOP stock

 

 

 

 

 

 

 

 

 

 

62

 

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

175

 

Balance, June 30, 2019

 

 

11,408,935

 

 

$

181

 

 

$

180,990

 

 

$

(7,916

)

 

$

99,806

 

 

$

(83,864

)

 

$

(1,120

)

 

$

188,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

 

 

 

 

Paid In

 

 

Stock Held by

 

 

Retained

 

 

Treasury

 

 

Comprehensive

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

the ESOP

 

 

Earnings

 

 

Stock

 

 

Income (Loss)

 

 

Equity

 

 

 

(dollars in thousands except share data)

 

Balance, March 31, 2020

 

 

11,105,887

 

 

$

181

 

 

$

181,218

 

 

$

(7,576

)

 

$

107,265

 

 

$

(88,418

)

 

$

996

 

 

$

193,666

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,777

 

 

 

 

 

 

 

 

 

 

 

3,777

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(911

)

 

 

(911

)

Cash dividends declared ($0.11 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,130

)

 

 

 

 

 

 

 

 

 

 

(1,130

)

Stock based compensation

 

 

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

82

 

Allocation of ESOP stock

 

 

 

 

 

 

 

 

 

 

35

 

 

 

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

148

 

Allocation of forfeited incentive shares

 

 

(2,442

)

 

 

 

 

 

 

31

 

 

 

 

 

 

 

 

 

 

 

(31

)

 

 

 

 

 

 

 

 

Purchase of common stock

 

 

(143,088

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,947

)

 

 

 

 

 

 

(1,947

)

Balance, June 30, 2020

 

 

10,960,357

 

 

$

181

 

 

$

181,366

 

 

$

(7,463

)

 

$

109,912

 

 

$

(90,396

)

 

$

85

 

 

$

193,685

 

5


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

 

 

 

 

Paid In

 

 

Stock Held by

 

 

Retained

 

 

Treasury

 

 

Comprehensive

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

the ESOP

 

 

Earnings

 

 

Stock

 

 

Income (Loss)

 

 

Equity

 

 

 

(dollars in thousands except share data)

 

Balance, September 30, 2018

 

 

11,782,718

 

 

$

181

 

 

$

180,765

 

 

$

(8,255

)

 

$

94,112

 

 

$

(77,707

)

 

$

(9,910

)

 

$

179,186

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,915

 

 

 

 

 

 

 

 

 

 

 

8,915

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,786

 

 

 

8,786

 

Cash dividends declared ($0.30 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,217

)

 

 

 

 

 

 

 

 

 

 

(3,217

)

Stock based compensation

 

 

 

 

 

 

 

 

 

 

421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

421

 

Allocation of ESOP stock

 

 

 

 

 

 

 

 

 

 

188

 

 

 

339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

527

 

Allocation of treasury shares to incentive plan

 

 

31,601

 

 

 

 

 

 

 

(384

)

 

 

 

 

 

 

 

 

 

 

384

 

 

 

 

 

 

 

 

Reclassification of equity investment securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

4

 

 

 

 

Purchase of common stock

 

 

(405,384

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,541

)

 

 

 

 

 

 

(6,541

)

Balance, June 30, 2019

 

 

11,408,935

 

 

$

181

 

 

$

180,990

 

 

$

(7,916

)

 

$

99,806

 

 

$

(83,864

)

 

$

(1,120

)

 

$

188,077

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Number of

 

 

 

 

 

 

Paid In

 

 

Stock Held by

 

 

Retained

 

 

Treasury

 

 

Comprehensive

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

the ESOP

 

 

Earnings

 

 

Stock

 

 

Income (Loss)

 

 

Equity

 

 

 

(dollars in thousands except share data)

 

Balance, September 30, 2019

 

 

11,321,417

 

 

$

181

 

 

$

181,161

 

 

$

(7,803

)

 

$

102,465

 

 

$

(85,216

)

 

$

(1,280

)

 

$

189,508

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,594

 

 

 

 

 

 

 

 

 

 

 

10,594

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,365

 

 

 

1,365

 

Cash dividends declared ($0.33 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,437

)

 

 

 

 

 

 

 

 

 

 

(3,437

)

Change in accounting principal for adoption of ASU 2016-02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

290

 

 

 

 

 

 

 

 

 

 

 

290

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

415

 

Allocation of ESOP stock

 

 

 

 

 

 

 

 

 

 

179

 

 

 

340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

519

 

Allocation of treasury shares to incentive plan

 

 

30,692

 

 

 

 

 

 

 

(389

)

 

 

 

 

 

 

 

 

 

 

385

 

 

 

 

 

 

 

(4

)

Purchase of common stock

 

 

(391,752

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,565

)

 

 

 

 

 

 

(5,565

)

Balance, June 30, 2020

 

 

10,960,357

 

 

$

181

 

 

$

181,366

 

 

$

(7,463

)

 

$

109,912

 

 

$

(90,396

)

 

$

85

 

 

$

193,685

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

 

6


 

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

For the Nine Months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

 

(dollars in thousands)

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

10,594

 

 

$

8,915

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

2,175

 

 

 

1,876

 

Provision for depreciation and amortization

 

 

809

 

 

 

825

 

Amortization and accretion of discounts and premiums, net

 

 

1,485

 

 

 

2,255

 

Net gain on sale of investment securities, available for sale

 

 

(381

)

 

 

(44

)

Realized and unrealized loss (gain) on equity securities

 

 

3

 

 

 

(3

)

Gain on sale of loans, net

 

 

(791

)

 

 

 

Origination of residential real estate loans for sale

 

 

(19,112

)

 

 

 

Proceeds on sale of residential real estate loans

 

 

19,903

 

 

 

 

Compensation expense on ESOP

 

 

519

 

 

 

527

 

Amortization of right-of-use asset

 

 

660

 

 

 

 

Stock based compensation

 

 

415

 

 

 

421

 

Increase in accrued interest receivable

 

 

(763

)

 

 

(137

)

(Decrease) increase in accrued interest payable

 

 

(173

)

 

 

578

 

Earnings on bank-owned life insurance

 

 

(709

)

 

 

(726

)

Deferred federal income taxes

 

 

(23

)

 

 

911

 

Decrease in accrued pension liability

 

 

(443

)

 

 

(358

)

Loss (gain) on foreclosed real estate, net

 

 

61

 

 

 

(69

)

Amortization of intangible assets

 

 

208

 

 

 

235

 

Other, net

 

 

2,678

 

 

 

1,621

 

Net cash provided by operating activities

 

 

17,115

 

 

 

16,827

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Certificate of deposit maturities

 

 

 

 

250

 

Investment securities available for sale:

 

 

 

 

 

 

 

 

Proceeds from sale of investment securities

 

 

24,009

 

 

 

45,721

 

Proceeds from principal repayments and maturities

 

 

44,409

 

 

 

33,994

 

Purchases

 

 

(44,623

)

 

 

(20,729

)

Increase in loans receivable, net

 

 

(97,349

)

 

 

(2,566

)

Redemption of regulatory stock

 

 

8,166

 

 

 

14,201

 

Purchase of regulatory stock

 

 

(15,168

)

 

 

(13,716

)

Proceeds from sale of foreclosed real estate

 

 

111

 

 

 

1,020

 

Purchase of residential real estate loans

 

 

 

 

 

(22,298

)

Purchase of premises, equipment and software

 

 

(871

)

 

 

(551

)

Net cash (used for) provided by investing activities

 

 

(81,316

)

 

 

35,326

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Increase (decrease) in deposits, net

 

 

142,005

 

 

 

(7,812

)

Net increase (decrease) in short-term borrowings

 

 

31,012

 

 

 

(58,476

)

Proceeds from other borrowings

 

 

55,661

 

 

 

89,600

 

Repayment of other borrowings

 

 

(45,415

)

 

 

(75,650

)

Increase in advances by borrowers for taxes and insurance

 

 

8,542

 

 

 

7,102

 

Purchase of treasury shares

 

 

(5,565

)

 

 

(6,541

)

Dividends on common stock

 

 

(3,437

)

 

 

(3,217

)

Net cash provided by (used for) financing activities

 

 

182,803

 

 

 

(54,994

)

Increase (decrease) in cash and cash equivalents

 

 

118,602

 

 

 

(2,841

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 

 

52,242

 

 

 

43,539

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

 

$

170,844

 

 

$

40,698

 

SUPPLEMENTAL CASH FLOW DISCLOSURES

 

 

 

 

 

 

 

 

Cash Paid:

 

 

 

 

 

 

 

 

Interest

 

$

13,125

 

 

$

15,087

 

Income taxes

 

 

8

 

 

 

 

Noncash items:

 

 

 

 

 

 

 

 

Transfers from loans to foreclosed real estate

 

 

344

 

 

 

315

 

Initial recognition of operating right-of-use asset

 

 

(7,272

)

 

 

 

Initial recognition of operating lease liability

 

 

7,272

 

 

 

 

Unrealized holding gains

 

 

6,383

 

 

 

13,971

 

 

See accompanying notes to the unaudited consolidated financial statements.

7


 

ESSA BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

1.

Nature of Operations and Basis of Presentation

The consolidated financial statements include the accounts of ESSA Bancorp, Inc. (the “Company”), its wholly owned subsidiary, ESSA Bank & Trust (the “Bank”), and the Bank’s wholly owned subsidiaries, ESSACOR Inc.; Pocono Investments Company; ESSA Advisory Services, LLC; Integrated Financial Corporation; and Integrated Abstract Incorporated, a wholly owned subsidiary of Integrated Financial Corporation. The primary purpose of the Company is to act as a holding company for the Bank. The Bank’s primary business consists of the taking of deposits and granting of loans to customers generally in Monroe, Northampton, Lehigh, Delaware, Chester, Montgomery, Lackawanna, and Luzerne Counties, Pennsylvania. The Bank is a Pennsylvania chartered savings bank and is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation (the “FDIC”). The investment in the Bank on the parent company’s financial statements is carried at the parent company’s equity in the underlying net assets.

ESSACOR, Inc. is a Pennsylvania corporation that has been used to purchase properties at tax sales that represent collateral for delinquent loans of the Bank and is currently inactive. Pocono Investment Company is a Delaware corporation formed as an investment company subsidiary to hold and manage certain investments, including certain intellectual property. ESSA Advisory Services, LLC is a Pennsylvania limited liability company owned 100 percent by ESSA Bank & Trust. ESSA Advisory Services, LLC is a full-service insurance benefits consulting company offering group services such as health insurance, life insurance, short-term and long-term disability, dental, vision, and 401(k) retirement planning as well as individual health products. Integrated Financial Corporation is a Pennsylvania corporation that provided investment advisory services to the general public and is currently inactive. Integrated Abstract Incorporated is a Pennsylvania corporation that provided title insurance services and is currently inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of the results of the interim periods and are of a normal and recurring nature. Operating results for the three and nine month periods ended June 30, 2020 and 2019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2020.

2.

Earnings per Share

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the three and nine month periods ended June 30, 2020 and 2019.

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Weighted-average common shares outstanding

 

 

18,133,095

 

 

 

18,133,095

 

 

 

18,133,095

 

 

 

18,133,095

 

Average treasury stock shares

 

 

(7,076,709

)

 

 

(6,724,160

)

 

 

(6,924,021

)

 

 

(6,498,995

)

Average unearned ESOP shares

 

 

(741,156

)

 

 

(786,420

)

 

 

(752,513

)

 

 

(797,778

)

Average unearned non-vested shares

 

 

(54,735

)

 

 

(48,107

)

 

 

(50,204

)

 

 

(48,562

)

Weighted average common shares and common stock

   equivalents used to calculate basic earnings per share

 

 

10,260,495

 

 

 

10,574,408

 

 

 

10,406,357

 

 

 

10,787,760

 

Additional common stock equivalents (nonvested stock)

   used to calculate diluted earnings per share

 

 

234

 

 

 

 

 

 

257

 

 

 

 

 

Weighted average common shares and common stock

   equivalents used to calculate diluted earnings per share

 

 

10,260,729

 

 

 

10,574,408

 

 

 

10,406,614

 

 

 

10,787,760

 

 

At June 30, 2020 there were 42,520  shares of nonvested stock outstanding at an average weighted price of $16.15 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. At June 30, 2019 there were 39,718 shares of nonvested stock outstanding at an average weighted price of $16.01 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.   

8


 

3.

Use of Estimates in the Preparation of Financial Statements

The accounting principles followed by the Company and its subsidiaries and the methods of applying these principles conform to U.S. generally accepted accounting principles (“GAAP”) and to general practice within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and related revenues and expenses for the period. Actual results could differ from those estimates.

4.

Accounting Pronouncements

Adoption of New Standards

 

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. The new leases standard applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. For leases with a term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. At inception, lessees must classify all leases as either finance or operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the pattern of expense recognition in the income statement, as well as the effect on the statement of cash flows, differs depending on the lease classification.

The new leases standard requires a lessor to classify leases as either sales-type, direct financing or operating, similar to existing U.S. GAAP. Classification depends on the same five criteria used by lessees plus certain additional factors. The subsequent accounting treatment for all three lease types is substantially equivalent to existing U.S. GAAP for sales-type leases, direct financing leases, and operating leases. However, the new standard updates certain aspects of the lessor accounting model to align it with the new lessee accounting model, as well as with the new revenue standard under Topic 606.

Lessees and lessors are required to provide certain qualitative and quantitative disclosures to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

The new leases standard addresses other considerations including identification of a lease, separating lease and non-lease components of a contract, sale and leaseback transactions, modifications, combining contracts, reassessment of the lease term, and re-measurement of lease payments. It also contains comprehensive implementation guidance with practical examples

ASU 2016-02 was adopted by us on October 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842), which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which addresses 1) determining the fair value of the underlying asset by the lessor that are not manufacturers or dealers (generally financial institutions and captive finance companies), and 2) lessors that are depository and lending institutions should classify principal and payments received under sales-type and direct financing leases within investing activities in the cash flow statement

Upon adoption of ASU 2016-02, ASU 2018-01, ASU 2018-11, ASU 2018-20, and ASU 2019-01 on October 1, 2019, we recognized right-of-use assets and related lease liabilities totaling $7.3 million and $7.3 million, respectively.

We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also did not apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We utilized the modified-retrospective transition approach prescribed by ASU 2018-11.

 

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim

9


 

periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits (Topic 715-20). This Update amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The Update eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The Update also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This Update is effective for public business entities for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. For all other entities, this Update is effective for fiscal years ending after December 15, 2021. This Update is not expected to have a significant impact on the Company’s financial statements.

 

 

10


 

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments – Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other public business entities, the effective date is for fiscal years beginning after December 15, 2020, and for all other entities, the effective date is for fiscal years beginning after December 15, 2021. Topic 815, Derivatives and Hedging amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. For entities that have adopted the amendments in Update 2017-12, the effective date is as of the beginning of the first annual period beginning after the issuance of this Update. Topic 825, Financial Instruments amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test under ASU No. 2017-04, Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with those used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

 

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In January 2020, the FASB issued ASU 2020-1, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify

11


 

that, for the purpose of applying paragraph 815-10-15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option, in accordance with the financial instruments guidance in Topic 825. An entity also would evaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In January 2020, the FASB issued ASU 2020-2, Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), February 2020, to add and amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119, related to the new credit losses standard, and comments by the SEC staff related to the revised effective date of the new leases standard. This ASU is effective upon issuance. This did not have a significant impact on the Company’s financial statements.

 

In March 2020, the FASB issued ASU 2020-3, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

 

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

 

 

 

 

12


 

5.

Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale are summarized as follows (in thousands):

 

 

 

June 30, 2020

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fannie Mae

 

$

102,317

 

 

$

3,432

 

 

$

(104

)

 

$

105,645

 

Freddie Mac

 

 

72,970

 

 

 

2,421

 

 

 

(3

)

 

 

75,388

 

Governmental National Mortgage Association

 

 

19,477

 

 

 

538

 

 

 

(88

)

 

 

19,927

 

Total mortgage-backed securities

 

 

194,764

 

 

 

6,391

 

 

 

(195

)

 

 

200,960

 

Obligations of states and political subdivisions

 

 

21,145

 

 

 

761

 

 

 

 

 

 

21,906

 

U.S. government agency securities

 

 

7,991

 

 

 

86

 

 

 

 

 

 

8,077

 

Corporate obligations

 

 

49,299

 

 

 

650

 

 

 

(571

)

 

 

49,378

 

Other debt securities

 

 

14,626

 

 

 

436

 

 

 

(155

)

 

 

14,907

 

Total

 

$

287,825

 

 

$

8,324

 

 

$

(921

)

 

$

295,228

 

 

 

 

September 30, 2019

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fannie Mae

 

$

126,672

 

 

$

987

 

 

$

(554

)

 

$

127,105

 

Freddie Mac

 

 

80,639

 

 

 

453

 

 

 

(331

)

 

 

80,761

 

Governmental National Mortgage Association

 

 

18,590

 

 

 

182

 

 

 

(198

)

 

 

18,574

 

Total mortgage-backed securities

 

 

225,901

 

 

 

1,622

 

 

 

(1,083

)

 

 

226,440

 

Obligations of states and political subdivisions

 

 

19,860

 

 

 

356

 

 

 

(4

)

 

 

20,212

 

U.S. government agency securities

 

 

6,454

 

 

 

234

 

 

 

 

 

 

6,688

 

Corporate obligations

 

 

43,121

 

 

 

594

 

 

 

(581

)

 

 

43,134

 

Other debt securities

 

 

17,036

 

 

 

84

 

 

 

(201

)

 

 

16,919

 

Total

 

$

312,372

 

 

$

2,890

 

 

$

(1,869

)

 

$

313,393

 

 

         The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and nine months ended June 30, 2020 and 2019.

 

(in thousands)

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

Net gains recognized during the period on equity securities

 

$

2

 

 

$

2

 

Less: Net gains recognized during the period on equity securities sold

   during the period

 

 

 

 

 

 

Unrealized gains recognized during the reporting period on equity

   securities still held at the reporting date

 

$

2

 

 

$

2

 

(in thousands)

 

Nine Months Ended June 30, 2020

 

 

Nine Months Ended June 30, 2019

 

Net (losses) gains recognized during the period on equity securities

 

$

(3

)

 

$

3

 

Less: Net gains recognized during the period on equity securities sold

   during the period

 

 

 

 

 

 

Unrealized (losses) gains recognized during the reporting period on equity

   securities still held at the reporting date

 

$

(3

)

 

$

3

 

 

13


 

The amortized cost and fair value of debt securities at June 30, 2020, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

 

 

 

Available For Sale

 

 

 

Amortized

Cost

 

 

Fair Value

 

Due in one year or less

 

$

2,045

 

 

$

2,045

 

Due after one year through five years

 

 

23,428

 

 

 

23,833

 

Due after five years through ten years

 

 

83,329

 

 

 

85,008

 

Due after ten years

 

 

179,023

 

 

 

184,342

 

Total

 

$

287,825

 

 

$

295,228

 

 

For the three months ended June 30, 2020, the Company realized no gross gains or gross losses on proceeds from the sale of investment securities. For the nine months ended June 30, 2020, the Company realized gross gains of $420,000 and gross losses of $39,000 on proceeds from the sale of investment securities of $24.0 million. For the three months ended June 30, 2019, the Company realized gross gains of $93,000 and gross losses of $92,000 on proceeds from the sale on investment securities of $15.3 million. For the nine months ended June 30, 2019, the Company realized gross gains of $268,000 and gross losses of $224,000 on proceeds from the sale on investment securities of $45.7 million. 

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

 

 

 

June 30, 2020

 

 

 

Number of

Securities

 

 

Less than Twelve

Months

 

 

Twelve Months or

Greater

 

 

Total

 

 

 

 

 

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

Fannie Mae

 

 

10

 

 

$

2,470

 

 

$

(31

)

 

$

6,406

 

 

$

(73

)

 

$

8,876

 

 

$

(104

)

Freddie Mac

 

 

1

 

 

 

348

 

 

 

(3

)

 

 

 

 

 

 

 

 

348

 

 

 

(3

)

Governmental National Mortgage Association

 

 

6

 

 

 

3,981

 

 

 

(55

)

 

 

3,606

 

 

 

(33

)

 

 

7,587

 

 

 

(88

)

Corporate obligations

 

 

21

 

 

 

12,651

 

 

 

(151

)

 

 

7,594

 

 

 

(420

)

 

 

20,245

 

 

 

(571

)

Other debt securities

 

 

10

 

 

 

 

 

 

 

 

 

3,985

 

 

 

(155

)

 

 

3,985

 

 

 

(155

)

Total

 

 

48

 

 

$

19,450

 

 

$

(240

)

 

$

21,591

 

 

$

(681

)

 

$

41,041

 

 

$

(921

)

 

 

 

September 30, 2019

 

 

 

 

 

 

 

Less than Twelve

Months

 

 

Twelve Months or

Greater

 

 

Total

 

 

 

Number of

Securities

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

Gross

Unrealized

Losses

 

Fannie Mae

 

 

48

 

 

$

5,568

 

 

$

(6

)

 

$

45,867

 

 

$

(548

)

 

$

51,435

 

 

$

(554

)

Freddie Mac

 

 

32

 

 

 

765

 

 

 

 

 

 

29,661

 

 

 

(331

)

 

 

30,426

 

 

 

(331

)

Governmental National Mortgage Association

 

 

12

 

 

 

345

 

 

 

(1

)

 

 

8,242

 

 

 

(197

)

 

 

8,587

 

 

 

(198

)

Obligations of states and political subdivisions

 

 

2

 

 

 

2,159

 

 

 

(4

)

 

 

 

 

 

 

 

 

2,159

 

 

 

(4

)

Corporate obligations

 

 

13

 

 

 

2,063

 

 

 

(5

)

 

 

12,015

 

 

 

(576

)

 

 

14,078

 

 

 

(581

)

Other debt securities

 

 

14

 

 

 

3,493

 

 

 

(16

)

 

 

6,132

 

 

 

(185

)

 

 

9,625

 

 

 

(201

)

Total

 

 

121

 

 

$

14,393

 

 

$

(32

)

 

$

101,917

 

 

$

(1,837

)

 

$

116,310

 

 

$

(1,869

)

 

The Company’s investment securities portfolio contains unrealized losses on securities, including mortgage-related instruments issued or backed by the full faith and credit of the United States government, or generally viewed as having the implied guarantee of the U.S. government, other mortgage backed securities, debt obligations of a U.S. state or political subdivision, U.S. government agency securities, corporate obligations, other debt securities and equity securities.

The Company reviews its position quarterly and has asserted that at June 30, 2020, the declines outlined in the above table represent temporary declines and the Company would not be required to sell the above securities before their anticipated recovery in market value.

14


 

The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the non-collection of principal and interest during the period.

6.

Loans Receivable, Net and Allowance for Loan Losses

Loans receivable consist of the following (in thousands):

 

 

 

June 30, 2020

 

 

September 30, 2019

 

Real estate loans:

 

 

 

 

 

 

 

 

Residential

 

$

605,307

 

 

$

597,514

 

Construction

 

 

10,305

 

 

 

5,672

 

Commercial

 

 

508,056

 

 

 

480,647

 

Commercial

 

 

142,489

 

 

 

55,559

 

Obligations of states and political subdivisions

 

 

77,792

 

 

 

71,828

 

Home equity loans and lines of credit

 

 

42,159

 

 

 

45,156

 

Auto loans

 

 

48,920

 

 

 

81,983

 

Other

 

 

2,434

 

 

 

2,924

 

 

 

 

1,437,462

 

 

 

1,341,283

 

Less allowance for loan losses

 

 

14,330

 

 

 

12,630

 

Net loans

 

$

1,423,132

 

 

$

1,328,653

 

 

Included in Commercial loans in the above table are 637 loans totaling $75.6 million originated by the Company under the Payroll Protection Program during the quarter ended June 30, 2020.  These loans are guaranteed by the Small Business Administration and mature in two years.

 

Purchased loans acquired in a business combination are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

 

 

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

 

 

 

June 30, 2020

 

 

September 30, 2019

 

 

 

Acquired Loans

with Specific

Evidence or

Deterioration in

Credit Quality

(ASC 310-30)

 

 

Acquired Loans

with Specific

Evidence or

Deterioration in

Credit Quality

(ASC 310-30)

 

Outstanding balance

 

$

1,198

 

 

$

1,392

 

Carrying amount

 

$

1,112

 

 

$

1,299

 

 

The following tables show the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated (in thousands):

 

 

 

Total Loans

 

 

Individually

Evaluated for

Impairment

 

 

Loans Acquired

with Deteriorated

Credit Quality

 

 

Collectively

Evaluated for

Impairment

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

605,307

 

 

$

3,951

 

 

$

 

 

$

601,356

 

Construction

 

 

10,305

 

 

 

 

 

 

 

 

 

10,305

 

Commercial

 

 

508,056

 

 

 

11,479

 

 

 

1,112

 

 

 

495,465

 

Commercial

 

 

142,489

 

 

 

2,480

 

 

 

 

 

 

140,009

 

Obligations of states and political subdivisions

 

 

77,792

 

 

 

 

 

 

 

 

 

77,792

 

Home equity loans and lines of credit

 

 

42,159

 

 

 

271

 

 

 

 

 

 

41,888

 

Auto loans

 

 

48,920

 

 

 

139

 

 

 

 

 

 

48,781

 

Other

 

 

2,434

 

 

 

13

 

 

 

 

 

 

2,421

 

Total

 

$

1,437,462

 

 

$

18,333

 

 

$

1,112

 

 

$

1,418,017

 

15


 

 

 

 

Total Loans

 

 

Individually

Evaluated for

Impairment

 

 

Loans Acquired

with Deteriorated

Credit Quality

 

 

Collectively

Evaluated for

Impairment

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

597,514

 

 

$

4,281

 

 

$

 

 

$

593,233

 

Construction

 

 

5,672

 

 

 

 

 

 

 

 

 

5,672

 

Commercial

 

 

480,647

 

 

 

2,633

 

 

 

1,299

 

 

 

476,715

 

Commercial

 

 

55,559

 

 

 

448

 

 

 

 

 

 

55,111

 

Obligations of states and political sub divisions

 

 

71,828

 

 

 

 

 

 

 

 

 

71,828

 

Home equity loans and lines of credit

 

 

45,156

 

 

 

400

 

 

 

 

 

 

44,756

 

Auto loans

 

 

81,983

 

 

 

583

 

 

 

 

 

 

81,400

 

Other

 

 

2,924

 

 

 

31

 

 

 

 

 

 

2,893

 

Total

 

$

1,341,283

 

 

$

8,376

 

 

$

1,299

 

 

$

1,331,608

 

 

The Company maintains a loan review system that allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower that it would not otherwise consider because of the borrower’s financial condition. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk. TDR loans that are in compliance with their modified terms and that yield a market rate at the time of modification may be removed from TDR status after one year of performance.

16


 

The following tables include the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount at the dates indicated, if applicable (in thousands):

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Associated

Allowance

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

3,563

 

 

$

4,691

 

 

$

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

11,257

 

 

 

12,676

 

 

 

 

Commercial

 

 

2,312

 

 

 

2,388

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

252

 

 

 

347

 

 

 

 

Auto loans

 

 

46

 

 

 

120

 

 

 

 

Other

 

 

13

 

 

 

53

 

 

 

 

Total

 

 

17,443

 

 

 

20,275

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

388

 

 

 

423

 

 

 

28

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

222

 

 

 

910

 

 

 

40

 

Commercial

 

 

168

 

 

 

168

 

 

 

82

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

19

 

 

 

40

 

 

 

 

Auto loans

 

 

93

 

 

 

99

 

 

 

42

 

Other

 

 

 

 

 

 

 

 

 

Total

 

 

890

 

 

 

1,640

 

 

 

192

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

3,951

 

 

 

5,114

 

 

 

28

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

11,479

 

 

 

13,586

 

 

 

40

 

Commercial

 

 

2,480

 

 

 

2,556

 

 

 

82

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

271

 

 

 

387

 

 

 

 

Auto loans

 

 

139

 

 

 

219

 

 

 

42

 

Other

 

 

13

 

 

 

53

 

 

 

 

Total Impaired Loans

 

$

18,333

 

 

$

21,915

 

 

$

192

 

17


 

 

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Associated

Allowance

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

3,935

 

 

$

5,309

 

 

$

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

2,385

 

 

 

4,269

 

 

 

 

Commercial

 

 

354

 

 

 

475

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

400

 

 

 

465

 

 

 

 

Auto Loans

 

 

161

 

 

 

248

 

 

 

 

Other

 

 

15

 

 

 

22

 

 

 

 

Total

 

 

7,250

 

 

 

10,788

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

346

 

 

 

398

 

 

 

36

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

248

 

 

 

294

 

 

 

56

 

Commercial

 

 

94

 

 

 

223

 

 

 

6

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

 

 

 

 

 

 

 

Auto Loans

 

 

422

 

 

 

426

 

 

 

144

 

Other

 

 

16

 

 

 

17

 

 

 

6

 

Total

 

 

1,126

 

 

 

1,358

 

 

 

248

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

4,281

 

 

 

5,707

 

 

 

36

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

2,633

 

 

 

4,563

 

 

 

56

 

Commercial

 

 

448

 

 

 

698

 

 

 

6

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

400

 

 

 

465

 

 

 

 

Auto Loans

 

 

583

 

 

 

674

 

 

 

144

 

Other

 

 

31

 

 

 

39

 

 

 

6

 

Total Impaired Loans

 

$

8,376

 

 

$

12,146

 

 

$

248

 

 

18


 

The following table represents the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired (in thousands):

 

 

 

For the Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Average

Recorded

Investment

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Recognized

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

3,602

 

 

$

3,451

 

 

$

1

 

 

$

1

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

5,108

 

 

 

3,856

 

 

 

 

 

 

 

Commercial

 

 

2,323

 

 

 

460

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

244

 

 

 

231

 

 

 

 

 

 

 

Auto loans

 

 

74

 

 

 

130

 

 

 

 

 

 

1

 

Other

 

 

13

 

 

 

5

 

 

 

 

 

 

 

Total

 

 

11,364

 

 

 

8,133

 

 

 

1

 

 

 

2

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

361

 

 

 

574

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

182

 

 

 

291

 

 

 

 

 

 

 

Commercial

 

 

168

 

 

 

823

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

6

 

 

 

10

 

 

 

 

 

 

 

Auto loans

 

 

85

 

 

 

202

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

802

 

 

 

1,900

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

3,963

 

 

 

4,025

 

 

 

1

 

 

 

1

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

5,290

 

 

 

4,147

 

 

 

 

 

 

 

Commercial

 

 

2,491

 

 

 

1,283

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

250

 

 

 

241

 

 

 

 

 

 

 

Auto loans

 

 

159

 

 

 

332

 

 

 

 

 

 

1

 

Other

 

 

13

 

 

 

5

 

 

 

 

 

 

 

Total Impaired Loans

 

$

12,166

 

 

$

10,033

 

 

$

1

 

 

$

2

 

19


 

 

 

 

For the Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

Average

Recorded

Investment

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Interest

Income

Recognized

 

With no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

3,800

 

 

$

3,728

 

 

$

2

 

 

$

4

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

3,203

 

 

 

3,425

 

 

 

1

 

 

 

54

 

Commercial

 

 

1,260

 

 

 

250

 

 

 

4

 

 

 

1

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

253

 

 

 

204

 

 

 

 

 

 

 

Auto loans

 

 

130

 

 

 

101

 

 

 

1

 

 

 

2

 

Other

 

 

14

 

 

 

13

 

 

 

 

 

 

 

Total

 

 

8,660

 

 

 

7,721

 

 

 

8

 

 

 

61

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

304

 

 

 

846

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

239

 

 

 

126

 

 

 

 

 

 

 

Commercial

 

 

97

 

 

 

285

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

2

 

 

 

19

 

 

 

 

 

 

 

Auto loans

 

 

128

 

 

 

219

 

 

 

 

 

 

 

Other

 

 

8

 

 

 

 

 

 

 

 

 

 

Total

 

 

778

 

 

 

1,495

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

4,104

 

 

 

4,574

 

 

 

2

 

 

 

4

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

3,442

 

 

 

3,551

 

 

 

1

 

 

 

54

 

Commercial

 

 

1,357

 

 

 

535

 

 

 

4

 

 

 

1

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

255

 

 

 

223

 

 

 

 

 

 

 

Auto loans

 

 

258

 

 

 

320

 

 

 

1

 

 

 

2

 

Other

 

 

22

 

 

 

13

 

 

 

 

 

 

 

Total Impaired Loans

 

$

9,438

 

 

$

9,216

 

 

$

8

 

 

$

61

 

 

 

The Company uses a ten-point internal risk-rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized and are aggregated as Pass-rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are fundamentally sound yet exhibit potentially unacceptable credit risk or deteriorating trends or characteristics which, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans that are 90 or more days past due are considered Substandard. Loans in the Doubtful category have all the weaknesses inherent in loans classified as Substandard with the added characteristic that their weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans in the Loss category are considered uncollectible and of little value that their continuance as bankable assets is not warranted. Certain residential real estate loans, construction loans, home equity loans and lines of credit, auto loans and other consumer loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing.

20


 

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. The Bank’s commercial loan officers are responsible for the timely and accurate risk rating recommendation for the loans in their portfolios at origination and on an ongoing basis. The Bank’s commercial loan officers perform an annual review of all commercial relationships $750,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank engages an external consultant to conduct loan reviews on at least a semi-annual basis. Generally, the external consultant reviews commercial relationships greater than $1,000,000 and/or all criticized relationships. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

The following tables present the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, and Doubtful or Loss within the internal risk rating system at June 30, 2020 and September 30, 2019 (in thousands):

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

or Loss

 

 

Total

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

$

487,303

 

 

$

6,683

 

 

$

14,070

 

 

$

 

 

$

508,056

 

Commercial

 

 

139,855

 

 

 

 

 

 

2,634

 

 

 

 

 

 

142,489

 

Obligations of states and political subdivisions

 

 

77,792

 

 

 

 

 

 

 

 

 

 

 

 

77,792

 

Total

 

$

704,950

 

 

$

6,683

 

 

$

16,704

 

 

$

 

 

$

728,337

 

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

or Loss

 

 

Total

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

$

461,701

 

 

$

7,492

 

 

$

11,454

 

 

$

 

 

$

480,647

 

Commercial

 

 

52,486

 

 

 

 

 

 

3,073

 

 

 

 

 

 

55,559

 

Obligations of states and political subdivisions

 

 

71,828

 

 

 

 

 

 

 

 

 

 

 

 

71,828

 

Total

 

$

586,015

 

 

$

7,492

 

 

$

14,527

 

 

$

 

 

$

608,034

 

 

All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing. The following tables present the risk ratings in the consumer categories of performing and non-performing loans at June 30, 2020 and September 30, 2019 (in thousands):

 

 

 

Performing

 

 

Non-

performing

 

 

Total

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

600,891

 

 

$

4,416

 

 

$

605,307

 

Construction

 

 

10,305

 

 

 

 

 

 

10,305

 

Home equity loans and lines of credit

 

 

41,806

 

 

 

353

 

 

 

42,159

 

Auto loans

 

 

48,753

 

 

 

167

 

 

 

48,920

 

Other

 

 

2,421

 

 

 

13

 

 

 

2,434

 

Total

 

$

704,176

 

 

$

4,949

 

 

$

709,125

 

 

 

 

Performing

 

 

Non-

performing

 

 

Total

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

592,907

 

 

$

4,607

 

 

$

597,514

 

Construction

 

 

5,672

 

 

 

 

 

 

5,672

 

Home equity loans and lines of credit

 

 

44,534

 

 

 

622

 

 

 

45,156

 

Auto loans

 

 

81,317

 

 

 

666

 

 

 

81,983

 

Other

 

 

2,883

 

 

 

41

 

 

 

2,924

 

Total

 

$

727,313

 

 

$

5,936

 

 

$

733,249

 

21


 

 

The Company further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2020 and September 30, 2019 (in thousands):

 

 

 

 

 

 

 

31-60 Days

 

 

61-89 Days

 

 

90 + Days

Past

Due and

 

 

 

 

 

 

Total

 

 

Purchased

Credit Impaired

 

 

Total

 

 

 

Current

 

 

Past Due

 

 

Past Due

 

 

Accruing

 

 

Non­accrual

 

 

Past Due

 

 

Accruing

 

 

Non­accrual

 

 

Loans

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

598,797

 

 

$

1,259

 

 

$

835

 

 

$

 

 

$

4,416

 

 

$

6,510

 

 

$

 

 

$

 

 

$

605,307

 

Construction

 

 

10,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,305

 

Commercial

 

 

495,110

 

 

 

89

 

 

 

334

 

 

 

 

 

 

11,411

 

 

$

11,834

 

 

 

236

 

 

 

876

 

 

 

508,056

 

Commercial

 

 

139,495

 

 

 

31

 

 

 

130

 

 

 

 

 

 

2,833

 

 

$

2,994

 

 

 

 

 

 

 

 

 

142,489

 

Obligations of states and political

   subdivisions

 

 

77,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,792

 

Home equity loans and lines of credit

 

 

41,625

 

 

 

68

 

 

 

113

 

 

 

 

 

 

353

 

 

 

534

 

 

 

 

 

 

 

 

 

42,159

 

Auto loans

 

 

48,048

 

 

 

687

 

 

 

18

 

 

 

 

 

 

167

 

 

 

872

 

 

 

 

 

 

 

 

 

48,920

 

Other

 

 

2,408

 

 

 

 

 

 

13

 

 

 

 

 

 

13

 

 

 

26

 

 

 

 

 

 

 

 

 

2,434

 

Total

 

$

1,413,580

 

 

$

2,134

 

 

$

1,443

 

 

$

 

 

$

19,193

 

 

$

22,770

 

 

$

236

 

 

$

876

 

 

$

1,437,462

 

 

 

 

 

 

 

 

 

31-60 Days

 

 

61-89 Days

 

 

90 + Days

Past

Due and

 

 

 

 

 

 

Total

 

 

Purchased

Credit Impaired

 

 

Total

 

 

 

Current

 

 

Past Due

 

 

Past Due

 

 

Accruing

 

 

Non­accrual

 

 

Past Due

 

 

Accruing

 

 

Non­accrual

 

 

Loans

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

590,457

 

 

$

2,187

 

 

$

263

 

 

$

 

 

$

4,607

 

 

$

7,057

 

 

$

 

 

$

 

 

$

597,514

 

Construction

 

 

5,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,672

 

Commercial

 

 

476,644

 

 

 

236

 

 

 

 

 

 

 

 

 

2,468

 

 

 

2,704

 

 

 

243

 

 

 

1,056

 

 

 

480,647

 

Commercial

 

 

54,899

 

 

 

20

 

 

 

37

 

 

 

 

 

 

603

 

 

 

660

 

 

 

 

 

 

 

 

 

55,559

 

Obligations of states and political

   subdivisions

 

 

71,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71,828

 

Home equity loans and lines of credit

 

 

44,319

 

 

 

47

 

 

 

168

 

 

 

 

 

 

622

 

 

 

837

 

 

 

 

 

 

 

 

 

45,156

 

Auto loans

 

 

80,090

 

 

 

1,227

 

 

 

 

 

 

 

 

 

666

 

 

 

1,893

 

 

 

 

 

 

 

 

 

81,983

 

Other

 

 

2,883

 

 

 

 

 

 

 

 

 

 

 

 

41

 

 

 

41

 

 

 

 

 

 

 

 

 

2,924

 

Total

 

$

1,326,792

 

 

$

3,717

 

 

$

468

 

 

$

 

 

$

9,007

 

 

$

13,192

 

 

$

243

 

 

$

1,056

 

 

$

1,341,283

 

 

The allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable. Management, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions. The allowance for loan losses consists of two elements: (1) an allocated allowance, which comprises allowances established on specific loans and class allowances based on historical loss experience and current trends, and (2) an unallocated allowance based on general economic conditions and other risk factors in our markets and portfolios. We maintain a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, management’s judgment and losses which are probable and reasonably estimable. In addition, for the three and nine months ended June 30, 2020, consideration was given and a credit provision was recorded for loans granted short term payment relief.   The allowance is increased through provisions charged against current earnings and recoveries of previously charged-off loans. Loans that are determined to be uncollectible are charged against the allowance. While management uses available information to recognize probable and reasonably estimable loan losses, future loss provisions may be necessary, based on changing economic conditions. Payments received on impaired loans generally are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. The allowance for loan losses as of June 30, 2020 was maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.

22


 

In addition, the FDIC and the Pennsylvania Department of Banking and Securities, as an integral part of their examination process, have periodically reviewed our allowance for loan losses. The banking regulators may require that we recognize additions to the allowance based on its analysis and review of information available to it at the time of its examination.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for loan losses (“ALL”). When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following table summarizes changes in the primary segments of the ALL for the three and nine months ended June 30, 2020 and 2019 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and

 

 

Loans and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans

 

 

Commercial

 

 

Political

 

 

Lines of

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Construction

 

 

Commercial

 

 

Loans

 

 

Subdivisions

 

 

Credit

 

 

Auto Loans

 

 

Loans

 

 

Unallocated

 

 

Total

 

ALL balance at March 31, 2020

 

$

4,330

 

 

$

55

 

 

$

4,563

 

 

$

2,180

 

 

$

359

 

 

$

351

 

 

$

1,104

 

 

$

29

 

 

$

208

 

 

$

13,179

 

Charge-offs

 

 

(42

)

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

(21

)

 

 

(135

)

 

 

(15

)

 

 

 

 

 

(217

)

Recoveries

 

 

1

 

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

1

 

 

 

49

 

 

 

0

 

 

 

 

 

 

68

 

Provision

 

 

78

 

 

 

48

 

 

 

2,294

 

 

 

(1,206

)

 

 

185

 

 

 

5

 

 

 

(55

)

 

 

10

 

 

 

(59

)

 

 

1,300

 

ALL balance at June 30, 2020

 

$

4,367

 

 

$

103

 

 

$

6,870

 

 

$

974

 

 

$

544

 

 

$

336

 

 

$

963

 

 

$

24

 

 

$

149

 

 

$

14,330

 

ALL balance at March 31, 2019

 

$

3,742

 

 

$

59

 

 

$

3,816

 

 

$

1,865

 

 

$

294

 

 

$

295

 

 

$

1,608

 

 

$

27

 

 

$

683

 

 

$

12,389

 

Charge-offs

 

 

(49

)

 

 

 

 

 

(114

)

 

 

(5

)

 

 

 

 

 

 

 

 

(229

)

 

 

 

 

 

 

 

 

(397

)

Recoveries

 

 

23

 

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

2

 

 

 

170

 

 

 

1

 

 

 

 

 

 

214

 

Provision

 

 

313

 

 

 

 

 

 

(96

)

 

 

41

 

 

 

44

 

 

 

31

 

 

 

(21

)

 

 

(1

)

 

 

89

 

 

 

400

 

ALL balance at June 30, 2019

 

$

4,029

 

 

$

59

 

 

$

3,624

 

 

$

1,901

 

 

$

338

 

 

$

328

 

 

$

1,528

 

 

$

27

 

 

$

772

 

 

$

12,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ALL balance at September 30, 2019

 

$

4,243

 

 

$

53

 

 

$

3,806

 

 

$

1,870

 

 

$

343

 

 

$

329

 

 

$

1,384

 

 

$

28

 

 

$

574

 

 

$

12,630

 

Charge-offs

 

 

(72

)

 

 

 

 

 

(54

)

 

 

 

 

 

 

 

 

(61

)

 

 

(717

)

 

 

(20

)

 

 

 

 

 

(924

)

Recoveries

 

 

7

 

 

 

 

 

 

77

 

 

 

1

 

 

 

 

 

 

4

 

 

 

358

 

 

 

2

 

 

 

 

 

 

449

 

Provision

 

 

189

 

 

 

50

 

 

 

3,041

 

 

 

(897

)

 

 

201

 

 

 

64

 

 

 

(62

)

 

 

14

 

 

 

(425

)

 

 

2,175

 

ALL balance at June 30, 2020

 

$

4,367

 

 

$

103

 

 

$

6,870

 

 

$

974

 

 

$

544

 

 

$

336

 

 

$

963

 

 

$

24

 

 

$

149

 

 

$

14,330

 

ALL balance at September 30, 2018

 

$

3,605

 

 

$

35

 

 

$

3,458

 

 

$

1,462

 

 

$

323

 

 

$

296

 

 

$

1,859

 

 

$

23

 

 

$

627

 

 

$

11,688

 

Charge-offs

 

 

(322

)

 

 

 

 

 

(121

)

 

 

(27

)

 

 

 

 

 

(19

)

 

 

(967

)

 

 

(11

)

 

 

 

 

 

(1,467

)

Recoveries

 

 

32

 

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

5

 

 

 

439

 

 

 

3

 

 

 

 

 

 

509

 

Provision

 

 

714

 

 

 

24

 

 

 

257

 

 

 

466

 

 

 

15

 

 

 

46

 

 

 

197

 

 

 

12

 

 

 

145

 

 

 

1,876

 

ALL balance at June 30, 2019

 

$

4,029

 

 

$

59

 

 

$

3,624

 

 

$

1,901

 

 

$

338

 

 

$

328

 

 

$

1,528

 

 

$

27

 

 

$

772

 

 

$

12,606

 

 

 

During the three months ended June 30, 2020 the Company recorded provision expense for the residential real estate loans, commercial real estate loans, obligations of states and political subdivisions, construction loans, home equity loans and lines of credit and other loan segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Provision expense was also recorded for possible loan losses due to the economic slowdown caused by COVID-19 restrictions. Credit provisions were recorded for loan loss for the commercial loans and auto loan segments.

 

During the nine months ended June 30, 2020 the Company recorded provision expense for the residential real estate loans, commercial real estate loans, obligations of states and political subdivisions, construction loans, home equity loans and lines of credit and other loan segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Provision expense was also recorded for possible loan losses due to the economic slowdown caused by COVID-19 restrictions. Credit provisions were recorded for loan loss for the commercial loans and auto loan segments.

 

During the three months ended June 30, 2019 the Company recorded provision expense for the residential real estate, construction loans, commercial, obligations of states and political subdivisions and home equity loans and lines of credit, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Credit provisions were recorded for loan loss for the commercial real estate, auto and other loan segments.

 

During the nine months ended June 30, 2019 the Company recorded provision expense for the all loans segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments.

 

The Company is closely monitoring all customer credit positions, particularly loans requesting payment relief.  Such loans, as of June 30, 2020 amounted to approximately 12.4% of total loans outstanding, including $144.6 million in commercial real estate loans, $5.5 in commercial loans, $27.8 million in mortgage loans, $687,000 in auto loans.  As the economic slowdown continues to evolve

23


 

due to COVID-19 restrictions, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments.  This, in turn may require further increases in our allowance for loan losses and increases in the level of charge-offs in our loan portfolio.

 

The following table summarizes the primary segments of the ALL, segregated into two categories, the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of June 30, 2020 and September 30, 2019 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and

 

 

Loans and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans

 

 

Commercial

 

 

Political

 

 

Lines of

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

Construction

 

 

Commercial

 

 

Loans

 

 

Subdivisions

 

 

Credit

 

 

Auto Loans

 

 

Loans

 

 

Unallocated

 

 

Total

 

Individually

   evaluated for

   impairment

 

$

28

 

 

$

 

 

$

40

 

 

$

82

 

 

$

 

 

$

 

 

$

42

 

 

$

 

 

$

 

 

$

192

 

Collectively

   evaluated for

   impairment

 

 

4,339

 

 

 

103

 

 

 

6,830

 

 

 

892

 

 

 

544

 

 

 

336

 

 

 

921

 

 

 

24

 

 

 

149

 

 

 

14,138

 

ALL balance at June 30, 2020

 

$

4,367

 

 

$

103

 

 

$

6,870

 

 

$

974

 

 

$

544

 

 

$

336

 

 

$

963

 

 

$

24

 

 

$

149

 

 

$

14,330

 

Individually

   evaluated for

   impairment

 

$

36

 

 

$

 

 

$

56

 

 

$

6

 

 

$

 

 

$

 

 

$

144

 

 

$

6

 

 

$

 

 

$

248

 

Collectively

   evaluated for

   impairment

 

 

4,207

 

 

 

53

 

 

 

3,750

 

 

 

1,864

 

 

 

343

 

 

 

329

 

 

 

1,240

 

 

 

22

 

 

 

574

 

 

 

12,382

 

ALL balance at September 30, 2019

 

$

4,243

 

 

$

53

 

 

$

3,806

 

 

$

1,870

 

 

$

343

 

 

$

329

 

 

$

1,384

 

 

$

28

 

 

$

574

 

 

$

12,630

 

 

The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date. Despite the above allocations, the allowance for loan losses is general in nature and is available to absorb losses from any loan segment.

         The following is a summary of troubled debt restructuring granted during the nine months ended June 30, 2020 and 2019 (dollars in thousands):

 

 

 

 

For the Nine Months Ended June 30, 2020

 

 

 

Number of

Contracts

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Outstanding

Recorded

Investment

 

Troubled Debt Restructurings

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

1

 

 

$

534

 

 

$

534

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

 

 

 

 

 

 

 

Auto loans

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total

 

 

1

 

 

$

534

 

 

$

534

 

 

24


 

 

 

For the Nine Months Ended June 30, 2019

 

 

 

Number of

Contracts

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Outstanding

Recorded

Investment

 

Troubled Debt Restructurings

 

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

2

 

 

$

95

 

 

$

95

 

Construction

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

2

 

 

 

159

 

 

 

159

 

Auto loans

 

 

1

 

 

 

21

 

 

 

21

 

Other

 

 

 

 

 

 

 

 

 

Total

 

 

5

 

 

$

275

 

 

$

275

 

 

There were no new troubled debt restructurings granted for the three months ended June 30, 2020 and 2019.

The one new troubled debt restructuring granted for the nine months ended June 30, 2020, totaled $534,000 and was granted an interest rate concession.

 

Of the five new troubled debt restructurings granted for the nine months ended June 30, 2019, one loan totaling $14,000 was granted terms concessions, one loan totaling $81,000 was granted an interest rate concession, and three loans totaling $180,000 were granted term and rate concessions.

For the three and nine months ended June 30, 2020 and 2019, no loans defaulted on a restructuring agreement within one year of modification.

As of June 30, 2020, approximately 222 of our commercial clients had requested loan payment deferrals or payments of interest only on loans totaling $150.1 million. We have had similar request from approximately 169 mortgage customers and approximately 55 auto loan customers.  In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings (“TDRs”) unless the borrower was previously experiencing financial difficulty.

In addition, the risk-rating on COVID-19 modified loans did not change, and these loans will not be considered past due until after the deferral period is over and scheduled payments resume. The credit quality of these loans will be reevaluated after the deferral period ends.

At June 30, 2020, our non-performing assets were not yet materially impacted by the economic pressures of COVID-19, although there can be no assurance that our non-performing assets will not increase in the future. In addition, we will continue to closely monitor credit risk and our exposure to increased loan losses resulting from the impact of COVID-19 on our commercial and consumer clients.

.

 

7.

Deposits

Deposits consist of the following major classifications (in thousands):

 

 

 

June 30, 2020

 

 

September 30, 2019

 

Non-interest bearing demand accounts

 

$

235,783

 

 

$

175,932

 

Interest bearing demand accounts

 

 

238,426

 

 

 

224,673

 

Money market accounts

 

 

351,463

 

 

 

364,635

 

Savings and club accounts

 

 

159,043

 

 

 

135,012

 

Certificates of deposit

 

 

500,120

 

 

 

442,578

 

Total

 

$

1,484,835

 

 

$

1,342,830

 

 

25


 

8.

Net Periodic Benefit Cost-Defined Benefit Plan

For a detailed disclosure on the Bank’s pension and employee benefits plans, please refer to Note 12 of the Company’s Consolidated Financial Statements for the year ended September 30, 2019 included in the Company’s Annual Report on Form 10-K.

The following table comprises the components of net periodic benefit cost for the three and nine month periods ended June 30, 2020 and 2019 (in thousands):

 

 

 

For the Three Months Ended June 30,

 

 

For the Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Service Cost

 

$

 

 

$

 

 

$

 

 

$

 

Interest Cost

 

 

121

 

 

 

174

 

 

 

364

 

 

 

520

 

Expected return on plan assets

 

 

(268

)

 

 

(293

)

 

 

(807

)

 

 

(878

)

Amortization of unrecognized loss

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost

 

$

(147

)

 

$

(119

)

 

$

(443

)

 

$

(358

)

 

The Company’s board of directors adopted resolutions to freeze the status of the Defined Benefit Plan (“the plan”) effective February 28, 2017 (“the freeze date”).  Accordingly, no additional participants will enter the plan after February 28, 2017; no additional years of service for benefit accrual purposes will be credited after the freeze date under the plan; and compensation earned by participants after the freeze date will not be taken into account under the plan.

9.

Equity Incentive Plan

The Company previously maintained the ESSA Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”). The Plan provided for a total of 2,377,326 shares of common stock for issuance upon the grant or exercise of awards. Of the shares that were available under the Plan, 1,698,090 were available to be issued in connection with the exercise of stock options and 679,236 were available to be issued as restricted stock. The Plan allowed for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), and restricted stock. Options granted under the plan were granted at no less than the fair value of the Company’s common stock on the date of the grant. As of the effective date of the 2016 Equity Incentive Plan (detailed below), no further grants will be made under the Plan and forfeitures of outstanding awards under the Plan will be added to the shares available under the 2016 Equity Incentive Plan.

The Company replaced the 2007 Equity Incentive Plan with the ESSA Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) which was approved by shareholders on March 3, 2016. The 2016 Plan provides for a total of 250,000 shares of common stock for issuance upon the grant or exercise of awards. The 2016 Plan allows for the granting of restricted stock, restricted stock units, ISOs and NSOs.

 

The Company classifies share-based compensation for employees and outside directors within “Compensation and employee benefits” in the Consolidated Statement of Operations to correspond with the same line item as compensation paid.

 

Restricted stock shares outstanding at June 30, 2020 vest over periods ranging from 3 to 39 months.  The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted shares under the Company’s restricted stock plan.  The Company expenses the fair value of all share based compensation grants over the requisite service period.

26


 

 For the three months ended June 30, 2020 and 2019, the Company recorded $82,000 and $71,000 of share-based compensation expense, respectively, comprised of restricted stock expense.  For the nine months ended June 30, 2020 and 2019, the Company recorded $415,000 and $421,000 of share-based compensation expense, respectively, comprised of restricted stock expense. Expected future compensation expense relating to the restricted shares outstanding at June 30, 2020 is $649,000 over the remaining vesting period of 3.25 years.

 

The following is a summary of the status of the Company’s restricted stock as of June 30, 2020, and changes therein during the nine month period then ended:

 

 

 

Number of

Restricted Stock

 

 

Weighted-

average

Grant Date

Fair Value

 

Nonvested at September 30, 2019

 

 

34,963

 

 

$

16.13

 

Granted

 

 

33,367

 

 

 

16.19

 

Vested

 

 

(8,819

)

 

 

16.25

 

Forfeited

 

 

(2,442

)

 

 

 

Nonvested at June 30, 2020

 

 

57,069

 

 

$

16.17

 

 

10.

Fair Value

The following disclosures show the hierarchal disclosure framework associated within the level of pricing observations utilized in measuring assets and liabilities at fair value. The definition of fair value maintains the exchange price notion in earlier definitions of fair value but focuses on the exit price of the asset or liability. The exit price is the price that would be received to sell the asset or paid to transfer the liability adjusted for certain inherent risks and restrictions. Expanded disclosures are also required about the use of fair value to measure assets and liabilities.

27


 

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis

The following tables provide the fair value for assets and liabilities required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheet as of June 30, 2020 and September 30, 2019 by level within the fair value hierarchy (in thousands).

 

Recurring Fair Value Measurements at Reporting Date

 

 

 

June 30, 2020

 

Assets

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Investment securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

 

 

$

200,960

 

 

$

 

 

$

200,960

 

Obligations of states and political subdivisions

 

 

 

 

 

21,906

 

 

 

 

 

 

21,906

 

U.S. government agencies

 

 

 

 

 

8,077

 

 

 

 

 

 

8,077

 

Corporate obligations

 

 

 

 

 

42,591

 

 

 

6,787

 

 

 

49,378

 

Other debt securities

 

 

 

 

 

14,907

 

 

 

 

 

 

14,907

 

Total Debt Securities

 

$

 

 

$

288,441

 

 

$

6,787

 

 

$

295,228

 

Equity securities- financial services

 

 

23

 

 

 

 

 

 

 

 

 

23

 

Derivatives and hedging activities

 

 

 

 

 

2,232

 

 

 

 

 

 

2,232

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives and hedging activities

 

 

 

 

 

7,609

 

 

 

 

 

 

7,609

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Investment securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

 

 

$

226,440

 

 

$

 

 

$

226,440

 

Obligations of states and political subdivisions

 

 

 

 

 

20,212

 

 

 

 

 

 

20,212

 

U.S. government agencies

 

 

 

 

 

6,688

 

 

 

 

 

 

6,688

 

Corporate obligations

 

 

 

 

 

35,342

 

 

 

7,792

 

 

 

43,134

 

Other debt securities

 

 

 

 

 

16,919

 

 

 

 

 

 

16,919

 

Total debt securities

 

$

 

 

$

305,601

 

 

$

7,792

 

 

$

313,393

 

Equity securities-financial services

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Derivatives and hedging activities

 

 

 

 

 

303

 

 

 

 

 

 

303

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives and hedging activities

 

 

 

 

 

1,011

 

 

 

 

 

 

1,011

 

 

The following table presents a summary of changes in the fair value of the Company’s Level III investments for the three and nine month periods ended June 30, 2020 and 2019 (in thousands).

 

 

 

Fair Value Measurement Using

Significant Unobservable Inputs

(Level III)

 

 

 

Three Months Ended

 

 

 

June 30, 2020

 

 

June 30, 2019

 

Beginning balance

 

$

7,821

 

 

$

7,733

 

Purchases, sales, issuances, settlements, net

 

 

(1,000

)

 

 

 

Total unrealized gain (loss):

 

 

 

 

 

 

 

 

Included in earnings

 

 

 

 

 

 

Included in other comprehensive income (loss)

 

 

(34

)

 

 

89

 

Transfers in and/or out of Level III

 

 

 

 

 

 

 

 

$

6,787

 

 

$

7,822

 

28


 

 

 

 

Fair Value Measurement Using

Significant Unobservable Inputs

(Level III)

 

 

 

Nine Months Ended

 

 

 

June 30, 2020

 

 

June 30, 2019

 

Beginning balance

 

$

7,792

 

 

$

7,738

 

Purchases, sales, issuances, settlements, net

 

 

(1,000

)

 

 

 

Total unrealized gain (loss):

 

 

 

 

 

 

 

 

Included in earnings

 

 

 

 

 

 

Included in other comprehensive (loss) income

 

 

(5

)

 

 

84

 

Transfers in and/or out of Level III

 

 

 

 

 

 

 

 

$

6,787

 

 

$

7,822

 

 

Each financial asset and liability is identified as having been valued according to a specified level of input, 1, 2 or 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly. Level 2 inputs include quoted prices for similar assets in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset.

The measurement of fair value should be consistent with one of the following valuation techniques: market approach, income approach, and/or cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparable. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on a security’s relationship to other benchmark quoted securities. Most of the securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Securities reported at fair value utilizing Level 1 inputs are limited to actively traded equity securities whose market price is readily available from the New York Stock Exchange or the NASDAQ exchange. A few securities are valued using Level 3 inputs, all of these are classified as available for sale and are reported at fair value using Level 3 inputs.

Assets and Liabilities Required to be Measured and Reported on a Non-Recurring Basis

The following tables provide the fair value for assets required to be measured and reported at fair value on a non recurring basis on the Consolidated Balance Sheet as of June 30, 2020 and September 30, 2019 by level within the fair value hierarchy:

 

Non-Recurring Fair Value Measurements at Reporting Date (in thousands)

 

 

 

June 30, 2020

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Foreclosed real estate

 

$

 

 

$

 

 

$

412

 

 

$

412

 

Impaired loans

 

 

 

 

 

 

 

 

18,141

 

 

 

18,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Foreclosed real estate

 

$

 

 

$

 

 

$

240

 

 

$

240

 

Impaired loans

 

 

 

 

 

 

 

 

8,128

 

 

 

8,128

 

 

29


 

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

(dollars in thousands)

 

Fair Value

Estimate

 

 

Valuation

Techniques

 

Unobservable

Input

 

Range

June 30, 2020

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

18,141

 

 

Appraisal of

collateral (1)

 

Appraisal

adjustments (2)

 

0% to 35%

(20.6%)

Foreclosed real estate owned

 

 

412

 

 

Appraisal of

collateral (1)

 

Appraisal

adjustments (2)

 

20% to 46%

(25.1%)

 

 

 

Quantitative Information about Level 3 Fair Value Measurements

(dollars in thousands)

 

Fair Value

Estimate

 

 

Valuation

Techniques

 

Unobservable

Input

 

Range

September 30, 2019

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

8,128

 

 

Appraisal of

collateral (1)

 

Appraisal

adjustments (2)

 

0% to 35%

(20.3%)

Foreclosed real estate owned

 

 

240

 

 

Appraisal of

collateral (1)

 

Appraisal

adjustments (2)

 

20% to 35%

(26.6%)

 

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Foreclosed real estate is measured at fair value, less cost to sell at the date of foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from foreclosed real estate. Impaired loans are reported at fair value utilizing level three inputs. For these loans, a review of the collateral is conducted and an appropriate allowance for loan losses is allocated to the loan. At June 30, 2020, 106 impaired loans with a carrying value of $18.3 million were reduced by specific valuation allowance totaling $192,000 resulting in a net fair value of $18.1 million based on Level 3 inputs. At September 30, 2019, 138 impaired loans with a carrying value of $8.4 million were reduced by a specific valuation totaling $248,000 resulting in a net fair value of $8.1 million based on Level 3 inputs.

 

Assets and Liabilities not Required to be Measured and Reported at Fair Value

The following tables provide the carrying value and fair value for certain financial instruments that are not required to be measured or reported at fair value on the consolidated Balance Sheet at June 30, 2020 and September 30, 2019 by level within the fair value hierarchy:

 

 

 

June 30, 2020

 

(in thousands)

 

Carrying Value

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total Fair

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

170,844

 

 

$

170,844

 

 

$

 

 

$

 

 

$

170,844

 

Loans receivable, net

 

 

1,423,132

 

 

 

 

 

 

 

 

 

1,424,064

 

 

 

1,424,064

 

Accrued interest receivable

 

 

6,988

 

 

 

6,988

 

 

 

 

 

 

 

 

 

6,988

 

Regulatory stock

 

 

18,581

 

 

 

18,581

 

 

 

 

 

 

 

 

 

18,581

 

Mortgage servicing rights

 

 

283

 

 

 

 

 

 

 

 

 

277

 

 

 

277

 

Bank owned life insurance

 

 

40,310

 

 

 

40,310

 

 

 

 

 

 

 

 

 

40,310

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,484,835

 

 

$

984,715

 

 

$

 

 

$

504,370

 

 

$

1,489,085

 

Short-term borrowings

 

 

138,713

 

 

 

138,713

 

 

 

 

 

 

 

 

 

138,713

 

Other borrowings

 

 

150,827

 

 

 

 

 

 

 

 

 

157,779

 

 

 

157,779

 

Advances by borrowers for taxes and insurance

 

 

15,242

 

 

 

15,242

 

 

 

 

 

 

 

 

 

15,242

 

Accrued interest payable

 

 

1,211

 

 

 

1,211

 

 

 

 

 

 

 

 

 

1,211

 

30


 

 

 

 

September 30, 2019

 

(in thousands)

 

Carrying Value

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total Fair

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

52,242

 

 

$

52,242

 

 

$

 

 

$

 

 

$

52,242

 

Loans receivable, net

 

 

1,328,653

 

 

 

 

 

 

 

 

 

1,313,231

 

 

 

1,313,231

 

Accrued interest receivable

 

 

6,225

 

 

 

6,225

 

 

 

 

 

 

 

 

 

6,225

 

Regulatory stock

 

 

11,579

 

 

 

11,579

 

 

 

 

 

 

 

 

 

11,579

 

Mortgage servicing rights

 

 

177

 

 

 

 

 

 

 

 

 

241

 

 

 

241

 

Bank owned life insurance

 

 

39,601

 

 

 

39,601

 

 

 

 

 

 

 

 

 

39,601

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

1,342,830

 

 

$

900,252

 

 

$

 

 

$

443,063

 

 

$

1,343,315

 

Short-term borrowings

 

 

107,701

 

 

 

107,701

 

 

 

 

 

 

 

 

 

107,701

 

Other borrowings

 

 

140,581

 

 

 

 

 

 

 

 

 

141,427

 

 

 

141,427

 

Advances by borrowers for taxes and insurance

 

 

6,700

 

 

 

6,700

 

 

 

 

 

 

 

 

 

6,700

 

Accrued interest payable

 

 

1,384

 

 

 

1,384

 

 

 

 

 

 

 

 

 

1,384

 

 

31


 

11.

Accumulated Other Comprehensive Income (Loss)

The activity in accumulated other comprehensive income (loss) for the three and nine month periods ended June 30, 2020 and 2019 is as follows (in thousands):

 

 

 

Accumulated Other

Comprehensive Income/(Loss)

 

 

 

Defined

Benefit

Pension Plan

 

 

Unrealized Gains

(Losses) on

Securities

Available for Sale

 

 

Derivatives

 

 

Total

 

Balance at March 31, 2020

 

$

(1,527

)

 

$

4,987

 

 

$

(2,464

)

 

$

996

 

Other comprehensive income (loss) before

   reclassifications

 

 

 

 

 

863

 

 

 

(1,859

)

 

 

(996

)

Amounts reclassified from accumulated

   other comprehensive income (loss)

 

 

 

 

 

 

 

 

85

 

 

 

85

 

Period change

 

 

 

 

 

863

 

 

 

(1,774

)

 

 

(911

)

Balance at June 30, 2020

 

$

(1,527

)

 

$

5,850

 

 

$

(4,238

)

 

$

85

 

Balance at March 31, 2019

 

$

(477

)

 

$

(3,562

)

 

$

710

 

 

$

(3,329

)

Other comprehensive income (loss) before

   reclassifications

 

 

 

 

 

3,230

 

 

 

(817

)

 

 

2,413

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

 

 

 

 

 

(1

)

 

 

(203

)

 

 

(204

)

Period change

 

 

 

 

 

3,229

 

 

 

(1,020

)

 

 

2,209

 

Balance at June 30, 2019

 

$

(477

)

 

$

(333

)

 

$

(310

)

 

$

(1,120

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other

Comprehensive Income/(Loss)

 

 

 

Defined

Benefit

Pension Plan

 

 

Unrealized Gains

(Losses) on

Securities

Available for Sale

 

 

Derivatives

 

 

Total

 

Balance at September 30, 2019

 

$

(1,527

)

 

$

807

 

 

$

(560

)

 

$

(1,280

)

Other comprehensive income (loss) before

   reclassifications

 

 

 

 

 

5,344

 

 

 

(3,717

)

 

 

1,627

 

Amounts reclassified from accumulated other

   comprehensive income (loss)

 

 

 

 

 

(301

)

 

 

39

 

 

 

(262

)

Period change

 

 

 

 

 

5,043

 

 

 

(3,678

)

 

 

1,365

 

Balance at June 30, 2020

 

$

(1,527

)

 

$

5,850

 

 

$

(4,238

)

 

$

85

 

Balance at September 30, 2018

 

$

(477

)

 

$

(11,369

)

 

$

1,936

 

 

$

(9,910

)

Other comprehensive income (loss) before reclassifications

 

 

 

 

 

11,067

 

 

 

(1,657

)

 

 

9,410

 

Amounts reclassified from accumulated other

   comprehensive income (loss)

 

 

 

 

 

(35

)

 

 

(589

)

 

 

(624

)

Reclassification of certain income tax effects from accumulated

   other comprehensive income (loss)

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Period change

 

 

 

 

 

11,036

 

 

 

(2,246

)

 

 

8,790

 

Balance at June 30, 2019

 

$

(477

)

 

$

(333

)

 

$

(310

)

 

$

(1,120

)

 

32


 

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and nine month periods ended June 30, 2020 and 2019 (in thousands):

 

 

 

 

Amount Reclassified from

Accumulated Other Comprehensive Income (Loss)

Details About Accumulated Other Comprehensive Income (Loss) Components

 

Accumulated Other Comprehensive Income (Loss) for the Three  Months Ended June 30,

 

 

Affected Line Item in the

Consolidated Statement of Income

 

 

2020

 

 

2019

 

 

 

Securities available for sale

 

 

 

 

 

 

 

 

 

 

Net securities gains reclassified into earnings

 

$

 

 

$

1

 

 

Gain on sale of investment securities available for sale, net

Related income tax expense

 

 

 

 

 

 

 

Income taxes

Net effect on accumulated other comprehensive income (loss)

   for the period

 

 

 

 

 

1

 

 

 

Derivatives and hedging activities:

 

 

 

 

 

 

 

 

 

 

Interest expense, effective portion

 

 

(108

)

 

 

258

 

 

Short-term borrowings interest expense

Related income tax expense

 

 

23

 

 

 

(55

)

 

Income taxes

Net effect on accumulated other comprehensive income (loss)

   for the period

 

 

(85

)

 

 

203

 

 

 

Total reclassification for the period

 

$

(85

)

 

$

204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount Reclassified from

Accumulated Other Comprehensive Income (Loss)

 

 

Accumulated Other Comprehensive Income (Loss) For the Nine Months Ended June 30,

 

 

Affected Line Item in the

Consolidated Statement of Income

 

 

2020

 

 

2019

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

Net securities gains reclassified into earnings

 

$

381

 

 

$

44

 

 

Gain on sale of investment securities available for sale, net

Related income tax expense

 

 

(80

)

 

 

(9

)

 

Income taxes

Net effect on accumulated other comprehensive income (loss)

   for the period

 

 

301

 

 

 

35

 

 

Net of tax

Derivative and hedging activities:

 

 

 

 

 

 

 

 

 

 

Interest expense, effective portion

 

 

(50

)

 

 

746

 

 

Short-term borrowings interest expense

Related income tax expense

 

 

11

 

 

 

(157

)

 

Income taxes

Net effect on accumulated other comprehensive income (loss)

   for the period

 

 

(39

)

 

 

589

 

 

 

Total reclassification for the period

 

$

262

 

 

$

624

 

 

 

 

 

12.

Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings.

33


 

Fair Values of Derivative Instruments on the Consolidated Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of June 30, 2020 and September 30, 2019 (in thousands).

 

 

 

 

 

Fair Values of Derivative Instruments

 

 

 

 

 

Asset Derivatives

 

 

 

 

 

As of June 30, 2020

 

 

 

 

 

 

 

 

 

As of September 30, 2019

 

 

 

 

Hedged Item

Notional

Amount

 

Balance

Sheet

Location

 

Fair

Value

 

 

Notional

Amount

 

 

Balance

Sheet

Location

 

Fair

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB Advances

$

25,000

 

Other Assets

 

$

2

 

 

$

50,000

 

 

Other Assets

 

$

303

 

Commercial Loans

 

49,440

 

Other Assets

 

 

2,230

 

 

 

-

 

 

Other Assets

 

 

-

 

Total

$

74,440

 

 

 

$

2,232

 

 

$

50,000

 

 

 

 

$

303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Values of Derivative Instruments

 

 

 

 

 

Liability Derivatives

 

 

 

 

 

As of June 30, 2020

 

 

 

 

 

 

 

 

 

As of September 30, 2019

 

 

 

 

Hedged Item

Notional

Amount

 

Balance

Sheet

Location

 

Fair

Value

 

 

Notional

Amount

 

 

Balance

Sheet

Location

 

Fair

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB Advances

$

410,000

 

Other Liabilities

 

$

4,603

 

 

$

35,000

 

 

Other Liabilities

 

$

513

 

Brokered Deposits

 

25,000

 

Other Liabilities

 

 

762

 

 

 

50,000

 

 

Other Liabilities

 

 

498

 

Commercial Loans

 

68,639

 

Other Liabilities

 

 

2,244

 

 

 

-

 

 

Other Liabilities

 

 

-

 

Total

$

503,639

 

 

 

$

7,609

 

 

$

85,000

 

 

 

 

$

1,011

 

 

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy.  These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments.  As of June 30, 2020, the Company had forty nine interest rate swaps with a notional principal amount of $578.1 million associated with the Company’s cash outflows associated with various FHLB advances, brokered certificates and commercial loans.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions.  The Company did not recognize any hedge ineffectiveness in earnings during the periods ended June 30, 2020 and 2019.

Amounts reported in accumulated other comprehensive income ( loss) related to derivatives that will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities.  During the three months ended June 30, 2020 and 2019, the Company had $108,000 of losses which resulted in an increase to interest expense and $258,000 of gains reclassified which resulted in a decrease to interest expense. During the nine months ended June 30, 2020 and 2019, the Company had $50,000 of losses which resulted in an increase to interest expense and $746,000 of gains reclassified which resulted in a decrease to interest expense. During the next twelve months, the Company estimates that $2.5 million will be reclassified as a increase to interest expense.

34


 

The table below presents the effect of the Company’s cash flow hedge accounting on Accumulated Other Comprehensive Income (Loss) for the three and nine month periods ended June 30, 2020 and 2019 (in thousands).

 

 

The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)

 

Derivatives in Hedging Relationships

 

Loss Recognized in

OCI on Derivative

(Effective Portion)

Three Months Ended June 30,

 

 

Location of Gain

or (Loss)

Reclassified from

Accumulated OCI

into Income

(Effective Portion)

 

(Loss) Gain Recognized in

OCI on Derivative

(Effective Portion)

Three Months Ended June 30,

 

Derivatives in Cash Flow Hedging Relationships

 

2020

 

 

2019

 

 

 

 

2020

 

 

2019

 

Interest Rate Products

 

$

(2,244

)

 

$

(1,292

)

 

Interest expense

 

$

(108

)

 

$

258

 

Total

 

$

(2,244

)

 

$

(1,292

)

 

 

 

$

(108

)

 

$

258

 

Derivatives in Cash Flow

Hedging Relationships

 

Loss Recognized in

OCI on Derivative

(Effective Portion)

Nine Months Ended June 30,

 

 

Location of Gain

or (Loss)

Reclassified from

Accumulated OCI

into Income

(Effective Portion)

 

(Loss) Gain Recognized

in OCI on Derivative

(Effective Portion)

Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

 

2020

 

 

2019

 

Interest Rate Products

 

$

(4,655

)

 

$

2,842

 

 

Interest expense

 

$

(50

)

 

$

746

 

Total

 

$

(4,655

)

 

$

2,842

 

 

 

 

$

(50

)

 

$

746

 

 

 

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

As of June 30, 2020, the Company had derivatives in a net liability position and was required to post $7.2 million in collateral against its obligations under these agreements.  As of September 30, 2019, the Company was required to post $710,000 in collateral against its obligations under these agreements.  If the Company had breached any of these provisions at June 30, 2020 and September 30, 2019, it could have been required to settle its obligations under the agreements at the termination value.

13.

Contingent Liabilities

Legal Proceedings

 

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of Management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.

 

The Bank was named as a defendant in an action commenced on December 8, 2016 by one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank, and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court.  On December 9, 2019, the Court permitted an amendment to the complaint to add two new plaintiffs to the case asserting similar claims.  On May 21, 2020, the Court granted the plaintiffs’ motion for class certification.  The case is currently stayed through late-September while the parties explore the possibility of a negotiated resolution to the case.  If these discussions are not successful, the Bank will continue to defend against such allegations. To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.

On May 29, 2020, the Bank was named as a defendant in a second action commenced by three plaintiffs who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated.  The plaintiffs allege that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks from a different title company than the one involved in

35


 

the previously discussed litigation in the process of making loans.  The Complaint alleges violations of the Real Estate Settlement Procedures Act, the Sherman Act, and the Racketeer Influenced and Corrupt Organizations Act.  The litigation is in its early stages, and the Bank’s response to the Plaintiffs’ Complaint is due August 10.  The Bank intends to defend against such allegations.  To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.    

 

 

14.

Revenue Recognition

 

Effective October 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers- Topic 606 and all subsequent ASC’s that modified ASC 606. The Company elected to apply the standard utilizing the modified retrospective approach with a cumulative effect of adoption for the impact from uncompleted contracts as of the date of adoption.

 

The main types of non interest income within the scope of the standard are:

 

Trust and Investment Fees

 

Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customer’s accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e. as incurred). Payment is received shortly after services are rendered.

 

Service Charges on Deposit Accounts

 

Service charges on deposit accounts consist of account analysis fees (i.e. net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

 

Fees, Exchange, and Other Service Charges

 

Fees, interchange, and other service charges are primarily comprised of debit card income, ATM fees, cash management income, and other services charges. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a company ATM. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized when the services are rendered or upon completion., Payment is typically received immediately or in the following month.

 

Insurance Commissions

 

Insurance income primarily consists of commissions received on product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.

 

 

15.   Leases

 

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On October 1, 2019, the Company adopted ASU No. 2016-02 “Leases”

36


 

(Topic 842) and all subsequent ASUs that modified Topic 842. For the Company, Topic 842 primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.

 

Lessee Accounting

 

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2044. All of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Balance sheet. With the adoption of Topic 842, operating lease agreements are required to be recognized on the Consolidated Balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

 

The following table presents the Consolidated Balance Sheet classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the Consolidated Balance sheet.

 

(in thousands)

 

June 30, 2020

 

Lease Right-of-Use Assets

Classification

 

 

 

Operating lease right-of-use assets

Other assets

$

7,323

 

Total Lease Right-Of-Use Assets

 

$

7,323

 

 

 

 

 

 

(in thousands)

 

June 30, 2020

 

Lease Liabilities

Classification

 

 

 

Operating lease Liabilities

Other liabilities

$

7,384

 

Total Lease Liabilities

 

$

7,384

 

 

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to October 1, 2019, the rate for the remaining lease term as of October 1, 2019 was used.

 

 

June 30, 2020

 

Weighted average remaining lease term

 

 

 

Operating leases

13.6 years

 

Weighted average discount rate

 

 

 

Operating leases

 

2.39

%

 

The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.

 

Lease Costs (in thousands)

 

Three  Months Ended June 30, 2020

 

Operating lease cost

 

$

259

 

Variable lease cost

 

 

61

 

Net lease cost

 

$

320

 

 

 

 

 

 

 

 

 

 

 

Lease Costs (in thousands)

 

Nine Months Ended June 30,2020

 

Operating lease cost

 

$

780

 

Variable lease cost

 

 

171

 

Net lease cost

 

$

951

 

 

Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more as of June 30, 2020 were as follows:

 

37


 

(in thousands)

Operating leases

 

Twelve months Ended:

 

 

 

June 30, 2021

$

1,051

 

June 30, 2022

 

937

 

June 30, 2023

 

739

 

June 30, 2024

 

668

 

June 30, 2025

 

527

 

Thereafter

 

4,834

 

Total future minimum lease payments

 

8,756

 

Amounts representing interest

 

(1,372

)

Present Value of Net Future Minimum Lease Payments

$

7,384

 

 

38


 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:

 

statements of our goals, intentions and expectations;

 

statements regarding our business plans and prospects and growth and operating strategies;

 

statements regarding the asset quality of our loan and investment portfolios; and

 

estimates of our risks and future costs and benefits.

By identifying these forward-looking statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K and Part II, Item 1A of this and any previous Quarterly Report on Form 10-Q filed since our most recent Annual Report on Form 10-K, as well as the following factors:

 

significantly increased 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;

 

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

 

adverse changes in the securities markets;

 

legislative or regulatory changes that adversely affect our business;

 

our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;

 

changes in consumer spending, borrowing and savings habits;

 

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the FASB; and

 

changes in our organization, compensation and benefit plans.

Further, the COVID-19 pandemic has caused local and national economic disruption and has had an impact on the Company’s operations and financial results. Given its ongoing and dynamic nature, it is difficult to predict what effects the pandemic will have on our business and results of operations in the future. The pandemic and related local and national economic disruption may, among other effects, result in a decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch closures, work stoppages and unavailability of personnel; and increased cybersecurity risks, as employees increasingly work remotely.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Comparison of Financial Condition at June 30, 2020 and September 30, 2019

Total Assets. Total assets increased by $209.7 million, or 11.7%, to $2.01 billion at June 30, 2020 from $1.80 billion at September 30, 2019 due primarily to increases in cash and due from banks, interest bearing deposits with other institutions and loans receivable partially offset by a decline in investment securities available for sale. At the onset of the pandemic slowdown, the Company moved quickly to build its liquidity as an offset to the economic uncertainty caused by the slowdown.  The Company built a laddered maturity of, primarily FHLB borrowings, at attractive interest rates to support that liquidity.  The Company will continue to maintain a strong liquidity position against the changing economic forecasts through daily monitoring.

Total Cash and Cash Equivalents. Total cash and cash equivalents increased $118.6 million, or 227.0%, to $170.8 million at June 30, 2020 from $52.2 million at September 30, 2019 as a result of pandemic-oriented balance sheet adjustments made to mitigate related risks.

39


 

Net Loans. Net loans increased $94.5 million, or 7.1%, to $1.42 billion at June 30, 2020 from $1.33 billion at September 30, 2019. During this period, residential loans increased $7.8 million to $605.3 million, construction loans increased $4.6 million to $10.3 million, commercial real estate loans increased $27.4 million to $508.1 million, commercial loans increased $86.9 million to $142.5 million, obligations of states and political subdivisions increased $6.0 million to $77.8 million, home equity loans and lines of credit decreased $3.0 million to $42.2 million, auto loans decreased $33.1 million to $48.9 million, and other loans decreased $490,000 to $2.4 million.  The commercial loan increase included 637 loans totaling $75.6 million originated by the Company under the Payroll Protection Program.

Investment Securities Available for Sale. Investment securities available for sale decreased $18.2 million, or 5.8%, to $295.2 million at June 30, 2020 from $313.4 million at September 30, 2019.

Deposits. Deposits increased $142.0 million, or 10.6%, to $1.48 billion at June 30, 2020 from $1.34 billion at September 30, 2019 due primarily to an increase in interest bearing demand accounts, certificate of deposits, non-interest bearing demand accounts and savings and club accounts offset by a decrease in money markets accounts. Increases in non-interest bearing demand accounts of $59.9 million, interest bearing demand accounts of $13.8 million, certificates of deposit of $57.5 million and savings and club accounts of $24.0 million were offset in part by a decrease in money market accounts of $13.2 million. The overall increase in certificates of deposit, reflected an increase in brokered certificates of $82.1 million and a decrease in retail certificates of deposit of $23.2 million to $187.1 million.

Borrowed Funds. Borrowed funds increased by $41.3 million, or 16.6%, to $289.5 million at June 30, 2020, from $248.3 million at September 30, 2019. The increase in borrowed funds was due to an increase in short term borrowings of $31.0 million and an increase in other borrowings of $10.2 million. All borrowings at June 30, 2020 represent advances from the Federal Home Loan Bank of Pittsburgh (the “FHLB”) and were a result of pandemic-oriented balance sheet adjustments made to mitigate related risks.

Stockholders’ Equity. Stockholders’ equity increased by $4.2 million, or 2.2%, to $193.7 million at June 30, 2020 from $189.5 million at September 30, 2019. The increase in stockholders’ equity was primarily due to net income of $10.6 million, which was partially offset by an increase in treasury stock due to the repurchase by the Company of 391,752 shares of its common stock at an aggregate cost of $5.66 million under a previously disclosed stock repurchase plan and regular cash dividends of $0.11 per share, which reduced stockholders equity by $3.4 million.  The Company suspended its stock repurchase activity on April 1, 2020 and did not resume repurchasing common stock until May 1, 2020.

 

40


 

Average Balance Sheets for the Three and Nine Months Ended June 30, 2020 and 2019

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances, the yields set forth below include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income.

 

 

 

For the Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Average Balance

 

 

Interest Income/

Expense

 

 

Yield/Cost

 

 

Average Balance

 

 

Interest Income/

Expense

 

 

Yield/Cost

 

 

 

(dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)

 

$

1,416,370

 

 

$

13,764

 

 

 

3.90

%

 

$

1,341,378

 

 

$

14,297

 

 

 

4.28

%

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable(2)

 

 

67,076

 

 

 

637

 

 

 

3.81

%

 

 

63,388

 

 

 

630

 

 

 

3.99

%

Exempt from federal income

   tax(2)(3)

 

 

8,267

 

 

 

44

 

 

 

2.70

%

 

 

11,313

 

 

 

57

 

 

 

2.56

%

Total investment securities

 

 

75,343

 

 

 

681

 

 

 

3.69

%

 

 

74,701

 

 

 

687

 

 

 

3.77

%

Mortgage-backed securities

 

 

225,073

 

 

 

1,132

 

 

 

2.02

%

 

 

260,758

 

 

 

1,628

 

 

 

2.50

%

Federal Home Loan Bank stock

 

 

17,713

 

 

 

224

 

 

 

5.07

%

 

 

12,324

 

 

 

230

 

 

 

7.49

%

Other

 

 

162,203

 

 

 

53

 

 

 

0.13

%

 

 

29,165

 

 

 

158

 

 

 

2.17

%

Total interest-earning assets

 

 

1,896,702

 

 

 

15,854

 

 

 

3.36

%

 

 

1,718,326

 

 

 

17,000

 

 

 

3.97

%

Allowance for loan losses

 

 

(13,520

)

 

 

 

 

 

 

 

 

 

 

(12,505

)

 

 

 

 

 

 

 

 

Noninterest-earning assets

 

 

123,200

 

 

 

 

 

 

 

 

 

 

 

109,212

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,006,382

 

 

 

 

 

 

 

 

 

 

$

1,815,033

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

226,736

 

 

$

134

 

 

 

0.24

%

 

$

189,362

 

 

$

170

 

 

 

0.36

%

Money market accounts

 

 

350,993

 

 

 

442

 

 

 

0.51

%

 

 

334,962

 

 

 

1,063

 

 

 

1.27

%

Savings and club accounts

 

 

151,427

 

 

 

22

 

 

 

0.06

%

 

 

133,353

 

 

 

18

 

 

 

0.05

%

Certificates of deposit

 

 

422,789

 

 

 

1,613

 

 

 

1.53

%

 

 

501,562

 

 

 

2,519

 

 

 

2.01

%

Borrowed funds

 

 

402,581

 

 

 

1,443

 

 

 

1.44

%

 

 

276,788

 

 

 

1,515

 

 

 

2.20

%

Total interest-bearing liabilities

 

 

1,554,526

 

 

 

3,654

 

 

 

0.94

%

 

 

1,436,027

 

 

 

5,285

 

 

 

1.48

%

Non-interest-bearing NOW

   accounts

 

 

221,139

 

 

 

 

 

 

 

 

 

 

 

170,690

 

 

 

 

 

 

 

 

 

Non-interest-bearing liabilities

 

 

34,986

 

 

 

 

 

 

 

 

 

 

 

22,902

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,810,651

 

 

 

 

 

 

 

 

 

 

 

1,629,619

 

 

 

 

 

 

 

 

 

Equity

 

 

195,731

 

 

 

 

 

 

 

 

 

 

 

185,414

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,006,382

 

 

 

 

 

 

 

 

 

 

$

1,815,033

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

12,200

 

 

 

 

 

 

 

 

 

 

$

11,715

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

2.42

%

 

 

 

 

 

 

 

 

 

 

2.49

%

Net interest-earning assets

 

$

342,176

 

 

 

 

 

 

 

 

 

 

$

282,299

 

 

 

 

 

 

 

 

 

Net interest margin(4)

 

 

 

 

 

 

 

 

 

 

2.58

%

 

 

 

 

 

 

 

 

 

 

2.73

%

Average interest-earning assets to

   average interest-bearing liabilities

 

 

 

 

 

 

122.01

%

 

 

 

 

 

 

 

 

 

 

119.66

%

 

 

 

 

 

41


 

 

 

For the Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

Average Balance

 

 

Interest Income/

Expense

 

 

Yield/Cost

 

 

Average Balance

 

 

Interest Income/

Expense

 

 

Yield/Cost

 

 

 

(dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)

 

$

1,372,482

 

 

$

41,959

 

 

 

4.07

%

 

$

1,334,965

 

 

$

42,246

 

 

 

4.23

%

Investment Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable(2)

 

 

66,108

 

 

 

1,888

 

 

 

3.80

%

 

 

67,609

 

 

 

2,008

 

 

 

3.97

%

Exempt from federal income

   tax(2)(3)

 

 

10,376

 

 

 

141

 

 

 

2.29

%

 

 

18,574

 

 

 

287

 

 

 

2.62

%

Total investment securities

 

 

76,484

 

 

 

2,029

 

 

 

3.60

%

 

 

86,183

 

 

 

2,295

 

 

 

3.68

%

Mortgage-backed securities

 

 

229,835

 

 

 

3,782

 

 

 

2.19

%

 

 

272,851

 

 

 

5,262

 

 

 

2.58

%

Federal Home Loan Bank stock

 

 

13,522

 

 

 

651

 

 

 

6.41

%

 

 

13,489

 

 

 

759

 

 

 

7.52

%

Other

 

 

77,738

 

 

 

289

 

 

 

0.50

%

 

 

26,198

 

 

 

435

 

 

 

2.22

%

Total interest-earning assets

 

 

1,770,061

 

 

 

48,710

 

 

 

3.67

%

 

 

1,733,686

 

 

 

50,997

 

 

 

3.94

%

Allowance for loan losses

 

 

(13,005

)

 

 

 

 

 

 

 

 

 

 

(12,242

)

 

 

 

 

 

 

 

 

Noninterest-earning assets

 

 

116,628

 

 

 

 

 

 

 

 

 

 

 

111,148

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,873,684

 

 

 

 

 

 

 

 

 

 

$

1,832,592

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing demand accounts

 

$

213,614

 

 

$

525

 

 

 

0.33

%

 

$

196,417

 

 

$

528

 

 

 

0.36

%

Money market accounts

 

 

348,809

 

 

 

2,326

 

 

 

0.89

%

 

 

325,110

 

 

 

2,861

 

 

 

1.18

%

Savings and club accounts

 

 

142,091

 

 

 

60

 

 

 

0.06

%

 

 

132,386

 

 

 

53

 

 

 

0.05

%

Certificates of deposit

 

 

448,765

 

 

 

5,861

 

 

 

1.74

%

 

 

504,610

 

 

 

7,271

 

 

 

1.93

%

Borrowed funds

 

 

304,444

 

 

 

4,180

 

 

 

1.83

%

 

 

306,708

 

 

 

4,952

 

 

 

2.16

%

Total interest-bearing liabilities

 

 

1,457,723

 

 

 

12,952

 

 

 

1.18

%

 

 

1,465,231

 

 

 

15,665

 

 

 

1.43

%

Non-interest-bearing NOW

   Accounts

 

 

162,904

 

 

 

 

 

 

 

 

 

 

 

162,904

 

 

 

 

 

 

 

 

 

Non-interest-bearing liabilities

 

 

59,349

 

 

 

 

 

 

 

 

 

 

 

20,476

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,679,976

 

 

 

 

 

 

 

 

 

 

 

1,648,611

 

 

 

 

 

 

 

 

 

Equity

 

 

193,708

 

 

 

 

 

 

 

 

 

 

 

183,981

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

1,873,684

 

 

 

 

 

 

 

 

 

 

$

1,832,592

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

35,758

 

 

 

 

 

 

 

 

 

 

$

35,332

 

 

 

 

 

Interest rate spread

 

 

 

 

 

 

 

 

 

 

2.49

%

 

 

 

 

 

 

 

 

 

 

2.51

%

Net interest-earning assets

 

$

312,338

 

 

 

 

 

 

 

 

 

 

$

268,455

 

 

 

 

 

 

 

 

 

Net interest margin(4)

 

 

 

 

 

 

 

 

 

 

2.69

%

 

 

 

 

 

 

 

 

 

 

2.72

%

Average interest-earning assets to

   average interest-bearing liabilities

 

 

 

 

 

 

121.43

%

 

 

 

 

 

 

 

 

 

 

118.32

%

 

 

 

 

_____________________                          

(1)

Non-accruing loans are included in the outstanding loan balances.

(2)

Available for sale securities are reported at fair value.

(3)

Yields on tax exempt securities have been calculated on a fully tax equivalent basis assuming a tax rate of 21.00% for the three and nine months ended June 30, 2020 and 2019.

(4)

Represents the difference between interest earned and interest paid, divided by average total interest earning assets.

42


 

 

Comparison of Operating Results for the Three Months Ended June 30, 2020 and June 30, 2019

Net Income. Net income increased $730,000, or 24.0%, to $3.8 million for the three months ended June 30, 2020 compared to net income of $3.0 million for the comparable period in 2019. The increase was primarily due to increases in net interest income and non-interest income along with a decrease in noninterest expense which was partially offset by increases in the provision for loan losses and the income tax provision.

Net Interest Income. Net interest income increased $485,000, or 4.1%, to $12.2 million for the three months ended June 30, 2020 compared to $11.7 million for the comparable period in 2019.

Interest Income. Interest income decreased $1.1 million, or 6.8%, to $15.9 million for the three months ended June 30, 2020 from $17.0 million for the comparable 2019 period. The decrease resulted from a decrease in the yield on interest earning assets of 61 basis points to 3.36% from 3.97% for the comparable 2019 period partially offset by an increase in the average balance of interest earnings assets of $178.4 million. The average balance of loans increased $75.0 million between the two periods. In addition, between the two periods, the average balance of investment securities increased $642,000, mortgage-backed securities decreased $35.7 million, FHLB stock increased $5.4 million and other interest earning assets increased $133.0 million.

Interest Expense. Interest expense decreased $1.6 million, or 30.9%, to $3.7 million for the three months ended June 30, 2020 from $5.3 million for the comparable 2019 period. The decrease resulted from a decrease in the cost of interest bearing liabilities of 54 basis points from 1.48% to 0.94% partially offset by an increase in the average balance of interest bearing liabilities of $118.5 million between the two periods. The interest expense decrease of $1.6 million for the three months ended June 30, 2020 was due primarily to an decrease in certificates of deposit expense of $906,000 and money market accounts of $621,000.

Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made a provision for loan losses of $1.3 million for the three month period ended June 30, 2020 compared to $400,000 for the three month period ended June 30, 2019. The allowance for loan losses was $14.3 million, or 1.00% of loans outstanding at June 30, 2020, compared to $12.6 million, or 0.94% of loans outstanding, at September 30, 2019. As the economic slowdown continues to evolve due to COVID-19 restrictions, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments.  This, in turn may require further increases in our allowance for loan losses and increases in the level of charge-offs in our loan portfolio.

Non-interest Income. Non-interest income increased $1.0 million, or 54.8%, to $2.9 million for the three months ended June 30, 2020 from $1.9 million at June 30, 2019. Increases in service changes and fees on loans of $37,000, loan swap fees of $627,000, trust and investment fees of $38,000 and gain on sale of loans, net, of $647,000 were partially offset by declines in other income of $20,000, Insurance commissions of $22,000 and service fees on deposit accounts of $276,000. The Company waived many deposit account service fees during the three months ended June 30, 2020 due to COVID-19 restrictions.

Non-interest Expense. Non-interest expense decreased $388,000, or 4.1%, to $9.1 million for the three months ended June 30, 2020 from $9.5 million for the comparable period in 2019. Decreases in compensation and employee benefits, FDIC premiums, foreclosed real estate, other, advertising, and intangible expenses were partially offset by increases in occupancy and equipment, professional fees, and data processing.

Income Taxes. Income tax expense increased $264,000 to $876,000 for the three months ended June 30, 2020 from $612,000 for the comparable 2019 period. The effective tax rate for the three months ended June 30, 2020 was 18.8% compared to 16.7% for the 2019 period.

43


 

Comparison of Operating Results for the Nine Months Ended June 30, 2020 and June 30, 2019

Net Income. Net income increased $1.7 million, or 18.8%, to $10.6 million for the nine months ended June 30, 2020 compared to net income of $8.9 million for the comparable period in 2019. The increase was primarily due to increases in net interest income and non-interest income along with a decrease in non-interest expense partially offset by increases in the provision for loan losses and the income tax provision.

Net Interest Income. Net interest income increased $426,000, or 1.2%, to $35.8 million for the nine months ended June 30, 2020 from $33.5 million for the comparable period in 2019.

Interest Income. Interest income decreased $2.3 million, or 17.3%, to $48.7 million for the nine months ended June 30, 2020 from $51.0 million for the comparable 2019 period. The decrease resulted primarily from a decrease of 27 basis points in earnings on interest bearing assets from 3.94% in 2019 to 3.67% in 2020 partially offset by an increase in the average balance of interest earnings assets of $36.4 million from the comparable 2019 period. The average balance of loans increased $37.5 million between the two periods. In addition, between the two periods, the average balance of investment securities decreased $9.7 million, mortgage-backed securities decreased $43.0 million, FHLB stock increased $33,000 and other interest earning assets increased $51.5 million.

Interest Expense. Interest expense decreased $2.7 million or 17.3%, to $13.0 million for the nine months ended June 30, 2020 from $15.7 million for the comparable 2019 period. The decrease resulted from a decrease in the cost of interest bearing liabilities of 25 basis points from 1.43% to 1.18% and a decrease in the average balance of interest bearing liabilities of $7.5 million between the two periods. The interest expense decrease of $2.7 million for the nine months ended June 30, 2020 was due primarily to  decreases in money market expense of $535,000, certificates of deposit expense of $1.4 million and borrowed funds of $772,000.

Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made a provision for loan losses of $2.2 million for the nine month period ended June 30, 2020 compared to $1.9 million for the nine month period ended June 30, 2019. The allowance for loan losses was $14.3 million, or 1.00% of loans outstanding at June 30, 2020, compared to $12.6 million, or 0.94% of loans outstanding, at September 30, 2019. As the economic slowdown continues to evolve due to COVID-19 restrictions, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments.  This, in turn may require further increases in our allowance for loan losses and increases in the level of charge-offs in our loan portfolio.

Non-interest Income. Non-interest income increased $2.0 million, or 32.3%, to $8.0 million for the nine months ended June 30, 2020 from $6.1 million at June 30, 2019. Increases in service changes and fees on loans of $91,000, loan swap fees of $1.2 million, trust and investment fees of $311,000, gain on sale of investment securities available for sale, net, of $337,000 and gain on sale of loans, net, of $791,000 were partially offset by declines in other income of $460,000 and service fees on deposit accounts of $318,000.

Non-interest Expense. Non-interest expense decreased $164,000, or 0.6%, to $28.7 million for the nine months ended June 30, 2020 from $28.9 million for the comparable period in 2019. Decreases in compensation and employee benefits, professional fees, advertising, FDIC premiums, amortization of intangible assets and other expenses were partially offset by increases in and data processing and occupancy and equipment along with a decrease in gain on foreclosed real estate.

Income Taxes. Income tax expense increased $570,000 to $2.3 million for the nine months ended June 30, 2020 from $1.7 million for the comparable 2019 period. The effective tax rate for the nine months ended June 30, 2020 was 17.7% compared to 16.1% for the 2019 period.

44


 

 

The following table provides information with respect to the Bank’s non-performing assets at the dates indicated (dollars in thousands).

 

 

 

June 30, 2020

 

 

September 30, 2019

 

Non-performing assets:

 

 

 

 

 

 

 

 

Non-accruing loans

 

$

19,193

 

 

$

9,007

 

Non-accruing purchased credit impaired loans

 

 

876

 

 

 

1,056

 

Total non-performing loans

 

 

20,069

 

 

 

10,063

 

Foreclosed real estate

 

 

412

 

 

 

240

 

Other repossessed assets

 

 

-

 

 

 

9

 

Total non-performing assets

 

$

20,481

 

 

$

10,312

 

Ratio of non-performing loans to total loans

 

 

1.40

%

 

 

0.75

%

Ratio of non-performing loans to total assets

 

 

1.00

%

 

 

0.56

%

Ratio of non-performing assets to total assets

 

 

1.02

%

 

 

0.57

%

Ratio of allowance for loan losses to total loans

 

 

1.00

%

 

 

0.94

%

 

Loans are reviewed on a regular basis and are placed on non-accrual status when they become 90 days delinquent. When loans are placed on non-accrual status, unpaid accrued interest is fully reserved, and further income is recognized only to the extent received. Non-performing assets increased $10.2 million from September 30, 2019 to June 30, 2020. The primary reason for the increase in nonperforming assets at June 30, 2020 as compared to September 30, 2019 was the addition of two nonperforming commercial real estate loans totaling $9.3 million.  These loans  are well collateralized and carry personal guarantees. The number of nonperforming residential loans was 50 at June 30, 2020 compared to 52 at September 30, 2019. The $20.1 million of non-accruing loans at June 30, 2020 included 50 residential loans with an aggregate outstanding balance of $4.4 million, 48 commercial and commercial real estate loans with aggregate outstanding balances of $15.1 million and 51 consumer loans with aggregate balances of $532,000. Within the residential loan balance were $2.4 million of loans less than 90 days past due. In the quarter ended June 30, 2020, the Company identified 19 residential loans which, although paying as agreed, have a high probability of default. Foreclosed real estate increased $4,000 to $412,000 at June 30, 2020. Foreclosed real estate consists of 10 residential properties and one commercial property.

At June 30, 2020, the principal balance of troubled debt restructures (“TDRs”) was $3.0 million compared to $3.1 million at September 30, 2019. All of the $3.0 million of troubled debt restructures at June 30, 2020 are non-accrual loans.

As of June 30, 2020, TDRs were comprised of 15 residential loans totaling $2.3 million, three commercial and commercial real estate loans totaling $587,000 and nine consumer loans (home equity loans, home equity lines and credit, indirect auto and other loans) totaling $185,000.

For the three month period ended June 30, 2020, one loan was removed from non-performing TDR status. For the nine month period ended June 30, 2020, three loans were removed from non-performing TDR status.

Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.

Our primary sources of liquidity are deposits, prepayment and repayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowing sources. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.

A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. At June 30, 2020, $170.8 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the maturities of investment securities, principal repayments of mortgage-backed securities and increases in deposit accounts and borrowings. As of June 30, 2020, we had $289.5 million in borrowings outstanding from the Pittsburgh FHLB. We have access to total FHLB advances of up to approximately $687.7 million.

45


 

At June 30, 2020, we had $211.5 million in loan commitments outstanding, which included, in part, $59.2 million in undisbursed construction loans and land development loans, $43.4 million in unused home equity lines of credit, $87.9 million in commercial lines of credit and commitments to originate commercial loans, $10.2 million in performance standby letters of credit and $10.8 million in other unused commitments which are primarily to originate residential mortgage loans and multifamily loans. Certificates of deposit due within one year of June 30, 2020 totaled $384.3 million, or 66.9% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2021. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

As reported in the Consolidated Statements of Cash Flow, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $17.1 million and $16.8 million for the nine months ended June 30, 2020 and 2019, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash (used for) provided by investing activities was $(81.3) million and $35.3 million for the nine months ended June 30, 2020 and 2019, respectively, principally reflecting our loan and investment security activities. Deposit and borrowing cash flows have comprised most of our financing activities, which resulted in net cash provided by (used for), of $182.8 million and $(55.0) million for the nine months ended June 30, 2020 and 2019, respectively.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.

Management performs a quarterly evaluation of the adequacy 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 and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions.

The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for 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. 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 allocations. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.

Goodwill and Intangible Assets. Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis, no impairment was recorded in 2020 or 2019.

46


 

The other intangibles assets are assigned useful lives, which are amortized on an accelerated basis over their weighted-average lives. The Company periodically reviews the intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. Based on these reviews, no impairment was recorded in 2020 or 2019.

Derivative Instruments and Hedging Activities. The Company records all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value Measurements. We group our 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 I – Valuation is based upon quoted prices for identical instruments traded in active markets.

 

Level II – 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.

 

Level III – 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.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in generally accepted accounting principles.

Fair value measurements for most of our assets are obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid, and other market information. Subsequently, all of our financial instruments use either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. In certain cases, however, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations.

Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

47


 

Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense that would adversely affect our operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange Commission rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has approved guidelines for managing the interest rate risk inherent in our assets and liabilities, given our business strategy, operating environment, capital, liquidity and performance objectives. Senior management monitors the level of interest rate risk on a regular basis and the asset/liability committee meets quarterly to review our asset/liability policies and interest rate risk position.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. The net proceeds from the Company’s stock offering increased our capital and provided management with greater flexibility to manage our interest rate risk. In particular, management used the majority of the capital we received to increase our interest-earning assets. There have been no material changes in our interest rate risk since September 30, 2019.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

There were no changes made in the Company’s internal controls over financial reporting (as defined by rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this Report.

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Part II – Other Information

Item 1.

 

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of Management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.

The Bank was named as a defendant in an action commenced on December 8, 2016 by one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank, and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court.  On December 9, 2019, the Court permitted an amendment to the complaint to add two new plaintiffs to the case asserting similar claims.  On May 21, 2020, the Court granted the plaintiffs’ motion for class certification.  The case is currently stayed through late-September while the parties explore the possibility of a negotiated resolution to the case.  If these discussions are not successful, the Bank will continue to defend against such allegations. To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.

 

On May 29, 2020, the Bank was named as a defendant in a second action commenced by three plaintiffs who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated.  The plaintiffs allege that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks from a different title company than the one involved in the previously discussed litigation in the process of making loans.  The Complaint alleges violations of the Real Estate Settlement Procedures Act, the Sherman Act, and the Racketeer Influenced and Corrupt Organizations Act.  The litigation is in its early stages, and the Bank’s response to the Plaintiffs’ Complaint is due August 10.  The Bank intends to defend against such allegations.  To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.    

Item 1A.

Risk Factors

There have been no material changes in the “Risk Factors” as disclosed in the Company’s response to Item 1A in Part 1 of its Annual Report on Form 10-K for the year ended September 30, 2019, filed on December 16, 2019, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 11, 2020.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Company Purchases of Common Stock

 

Month Ending

 

Total number of

shares purchased

 

 

Average price paid

per share

 

 

Total number of

shares

purchased as

part of publicly

announced plans

or programs(1)

 

 

Maximum number

of shares that may

yet be purchased

under the plans or

programs

 

April 30, 2020

 

 

 

 

$

 

 

 

 

 

 

170,036

 

May 31, 2020

 

 

68,351

 

 

$

12.70

 

 

 

68,351

 

 

 

101,685

 

June 30, 2020

 

 

74,737

 

 

$

14.41

 

 

 

74,737

 

 

 

26,948

 

Total

 

 

143,088

 

 

$

13.49

 

 

 

143,088

 

 

 

26,948

 

______________________

(1)  On July 25, 2019 the Company announced the authorization of an eighth repurchase program for up to 500,000 shares of its common stock.  This program has no expiration date.  The Company suspended its stock repurchase activity on April 1, 2020 and did not resume repurchasing common stock until May 1, 2020.

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Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

50


 

Item 6.

Exhibits

The following exhibits are either filed as part of this Report or are incorporated herein by reference:

 

    3.1

Articles of Incorporation of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

 

 

    3.2

Bylaws of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

 

 

    4

Form of Common Stock Certificate of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

 

 

  31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

  31.2

Certification of Chief Financial Officer 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

Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Condition; (ii) the Consolidated Statement of Income; (iii) the Consolidated Statement of Changes in Stockholder Equity; (iv) the Consolidated Statement of Cash Flows; and (v) the Notes to Consolidated Financial Statements.

 

 

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ESSA BANCORP, INC.

 

 

Date: August 10, 2020

/s/ Gary S. Olson

 

Gary S. Olson

 

President and Chief Executive Officer

 

 

Date: August 10, 2020

/s/ Allan A. Muto

 

Allan A. Muto

 

Executive Vice President and Chief Financial Officer

 

52