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HV Bancorp, Inc. - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended March 31, 2022

OR

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

For the transition period from   to                to           

Commission file number: 001-37981

 

HV BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania

 

46-4351868

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2005 South Easton Road, Suite 304, Doylestown, Pennsylvania  18901

(Address of Principal Executive Offices and Zip Code)

(267) 280-4000

(Registrant's Telephone Number, Including Area Code)

 

(Former name, former address and former fiscal year, 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 Stock, $0.01 par value

 

HVBC

 

The 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 filing 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 filer," "accelerated filer", "smaller reporting company” or an “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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of May 10, 2022, there were 2,163,576 outstanding shares of the issuer’s common stock.

 

 

 


 

 

INDEX

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

2

 

 

 

 

 

 

Item 1 – Consolidated Financial Statements – Unaudited

2

 

 

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

7

 

 

 

 

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

39

 

 

 

 

 

 

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

51

 

 

 

 

 

 

Item 4 – Controls and Procedures

51

 

 

 

 

 

 

PART II OTHER INFORMATION

51

 

 

 

 

Item 1 – Legal Proceedings

51

 

 

 

 

 

 

Item 1A – Risk Factors

51

 

 

 

 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

52

 

 

 

 

Item 3 – Defaults upon Senior Securities

52

 

 

 

 

Item 4 – Mine Safety Disclosures

52

 

 

 

 

Item 5 – Other Information

52

 

 

 

 

Item 6 – Exhibits

53

 

 

 

SIGNATURES

54

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1 – Consolidated Financial Statements – Unaudited

HV BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021 (Dollars in thousands, except share and per share data)

 

 

At March 31,

 

 

At December 31,

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

4,148

 

 

$

3,635

 

Non interest-earning deposits with banks

 

 

7,613

 

 

 

2,858

 

Interest-earning deposits with banks

 

 

105,815

 

 

 

112,880

 

Federal funds sold

 

 

3,518

 

 

 

1,415

 

Cash and cash equivalents

 

 

121,094

 

 

 

120,788

 

Investment securities available-for-sale, at fair value

 

 

71,568

 

 

 

44,512

 

Equity securities

 

 

500

 

 

 

500

 

Loans held-for-sale, at fair value

 

 

13,384

 

 

 

40,480

 

Loans receivable, net of allowance for loan losses of $2,446 at

March 31, 2022 and $2,368 at December 31, 2021

 

 

323,792

 

 

 

325,203

 

Bank-owned life insurance

 

 

5,922

 

 

 

6,557

 

Restricted investment in bank stock

 

 

2,068

 

 

 

2,008

 

Premises and equipment, net

 

 

2,996

 

 

 

3,160

 

Operating lease right-of-use assets

 

 

8,463

 

 

 

8,669

 

Accrued interest receivable

 

 

1,460

 

 

 

1,340

 

Mortgage banking derivatives

 

 

1,350

 

 

 

1,458

 

Mortgage servicing rights

 

 

155

 

 

 

3,382

 

Other assets

 

 

3,774

 

 

 

2,067

 

Total Assets

 

$

556,526

 

 

$

560,124

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Deposits

 

$

466,034

 

 

$

463,989

 

Advances from the Federal Home Loan Bank

 

 

26,471

 

 

 

26,431

 

Advances from the Federal Reserve's Paycheck Protection Program liquidity facility ("PPPLF")

 

 

249

 

 

 

3,119

 

Subordinated debt

 

 

9,996

 

 

 

9,996

 

Operating lease liabilities

 

 

8,838

 

 

 

9,030

 

Advances from borrowers for taxes and insurance

 

 

46

 

 

 

439

 

Other liabilities

 

 

3,470

 

 

 

4,484

 

Total Liabilities

 

 

515,104

 

 

 

517,488

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Preferred  Stock, $0.01 par value, 2,000,000 shares authorized; no shares

issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

 

 

 

 

Common Stock, $0.01 par value, 20,000,000 shares authorized; 2,274,025 and 2,272,625 shares issued as of March 31, 2022 and December 31, 2021, respectively; 2,164,899 and 2,170,397 shares outstanding as of March 31, 2022 and December 31, 2021, respectively

 

 

23

 

 

 

23

 

Treasury Stock, at cost (109,126 shares at March 31, 2022 and 102,228 December 31, 2021)

 

 

(1,630

)

 

 

(1,483

)

Additional paid-in capital

 

 

21,420

 

 

 

21,324

 

Retained earnings

 

 

25,394

 

 

 

24,793

 

Accumulated other comprehensive loss

 

 

(1,942

)

 

 

(148

)

Unearned Employee Stock Option Plan

 

 

(1,843

)

 

 

(1,873

)

Total Shareholders' Equity

 

 

41,422

 

 

 

42,636

 

Total Liabilities and Shareholders' Equity

 

$

556,526

 

 

$

560,124

 

 

See Notes to the Unaudited Consolidated Financial Statements

2


HV BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Income for the Three Months Ended March 31, 2022 and 2021 (Dollars in thousands, except per share data)

 

 

For the Three Months Ended

March 31,

 

 

 

2022

 

 

2021

 

Interest Income

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

3,835

 

 

$

3,565

 

Interest and dividends on investments:

 

 

 

 

 

 

 

 

Taxable

 

 

199

 

 

 

127

 

Nontaxable

 

 

26

 

 

 

15

 

Interest on mortgage-backed securities and collateralized mortgage obligations

 

 

51

 

 

 

31

 

Interest on interest-earning deposits and federal funds sold

 

 

58

 

 

 

65

 

Total Interest Income

 

 

4,169

 

 

 

3,803

 

Interest Expense

 

 

 

 

 

 

 

 

Interest on deposits

 

 

323

 

 

 

406

 

Interest on advances from the Federal Home Loan Bank

 

 

97

 

 

 

97

 

Interest on advances from the Federal Reserve PPPLF

 

 

1

 

 

 

33

 

Interest on subordinated debt

 

 

113

 

 

 

 

Total Interest Expense

 

 

534

 

 

 

536

 

Net interest income

 

 

3,635

 

 

 

3,267

 

Provision for Loan Losses

 

 

113

 

 

 

148

 

Net interest income after provision for loan losses

 

 

3,522

 

 

 

3,119

 

Non-Interest Income

 

 

 

 

 

 

 

 

Fees for customer services

 

 

202

 

 

 

111

 

Increase in cash surrender value of bank-owned life insurance

 

 

36

 

 

 

37

 

Gain on sale of loans, net

 

 

2,357

 

 

 

4,892

 

Loss from derivative instruments, net

 

 

(52

)

 

 

(236

)

Gain on sale of mortgage servicing rights, net

 

 

1,029

 

 

 

 

Change in fair value of loans held-for-sale

 

 

(720

)

 

 

(709

)

Other

 

 

291

 

 

 

8

 

Total Non-Interest Income

 

 

3,143

 

 

 

4,103

 

Non-Interest Expense

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

3,741

 

 

 

3,510

 

Occupancy

 

 

587

 

 

 

523

 

Federal deposit insurance premiums

 

 

128

 

 

 

223

 

Data processing related operations

 

 

349

 

 

 

403

 

Professional fees

 

 

321

 

 

 

252

 

Other expenses

 

 

808

 

 

 

521

 

Total Non-Interest Expense

 

 

5,934

 

 

 

5,432

 

Income before income taxes

 

 

731

 

 

 

1,790

 

Income Tax Expense

 

 

130

 

 

 

488

 

Net Income

 

$

601

 

 

$

1,302

 

Net Income per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

 

$

0.66

 

Diluted

 

$

0.29

 

 

$

0.65

 

See Notes to the Unaudited Consolidated Financial Statements

 

 

3


 

HV BANCORP, INC. AND SUBSIDIARY

 

Unaudited Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2022 and 2021 (Dollars in thousands)

 

 

 

For the Three Months Ended

March 31,

 

 

 

2022

 

 

2021

 

Comprehensive (Loss) Income, Net of Taxes

 

 

 

 

 

 

 

 

Net Income

 

$

601

 

 

$

1,302

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities (pre-tax

  ($2,545) and $(329), respectively)

 

 

(1,794

)

 

 

(232

)

Other comprehensive loss

 

 

(1,794

)

 

 

(232

)

Comprehensive (Loss) Income

 

$

(1,193

)

 

$

1,070

 

 

 

See Notes to the Unaudited Consolidated Financial Statements

 

4


 

HV BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2022 and 2021 (Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock    Shares

 

 

Common Stock Amount

 

 

Treasury Stock

 

 

Additional Paid-In Capital

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Unearned ESOP Shares

 

 

Total

 

Balance,

January 1, 2022

 

 

2,170,397

 

 

$

23

 

 

$

(1,483

)

 

$

21,324

 

 

$

24,793

 

 

$

(148

)

 

$

(1,873

)

 

$

42,636

 

ESOP shares committed to be released

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

30

 

 

 

46

 

Treasury stock purchased

 

 

(6,898

)

 

 

 

 

 

(147

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(147

)

Stock option exercise

 

 

1,400

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

21

 

Stock option expense

 

 

 

 

 

 

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

14

 

Restricted stock expense

 

 

 

 

 

 

 

 

 

 

 

45

 

 

 

 

 

 

 

 

 

 

 

 

45

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

601

 

 

 

 

 

 

 

 

 

601

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,794

)

 

 

 

 

 

(1,794

)

Balance,

March 31, 2022

 

 

2,164,899

 

 

$

23

 

 

$

(1,630

)

 

$

21,420

 

 

$

25,394

 

 

$

(1,942

)

 

$

(1,843

)

 

$

41,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock    Shares

 

 

Common Stock Amount

 

 

Treasury Stock

 

 

Additional Paid-In Capital

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Income

 

 

Unearned ESOP Shares

 

 

Total

 

Balance,

January 1, 2021

 

 

2,189,408

 

 

$

23

 

 

$

(1,092

)

 

$

21,011

 

 

$

20,741

 

 

$

238

 

 

$

(1,994

)

 

$

38,927

 

ESOP shares committed to be

released

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

29

 

 

 

36

 

Treasury stock purchased

 

 

(15,260

)

 

 

 

 

 

(263

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(263

)

Stock option exercise

 

 

1,400

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

21

 

Stock option expense

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

15

 

Restricted stock expense

 

 

 

 

 

 

 

 

 

 

 

46

 

 

 

 

 

 

 

 

 

 

 

 

46

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,302

 

 

 

 

 

 

 

 

 

1,302

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(232

)

 

 

 

 

 

(232

)

Balance,

March 31, 2021

 

 

2,175,548

 

 

$

23

 

 

$

(1,355

)

 

$

21,100

 

 

$

22,043

 

 

$

6

 

 

$

(1,965

)

 

$

39,852

 

 

See Notes to the Unaudited Consolidated Financial Statements

5


HV BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Cash Flows (Dollars in thousands)

Three Months Ended March 31,

 

2022

 

 

2021

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net income

 

$

601

 

 

$

1,302

 

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

 

 

 

 

 

 

 

 

Depreciation

 

 

187

 

 

 

153

 

Accretion of net deferred loan fees

 

 

(441

)

 

 

(449

)

Amortization of net securities premiums

 

 

53

 

 

 

10

 

Amortization of operating lease right-of-use assets

 

 

205

 

 

 

203

 

Amortization of Federal Home Loan Bank premium

 

 

40

 

 

 

40

 

Loss from derivative instruments, net

 

 

52

 

 

 

236

 

Provision for loan losses

 

 

113

 

 

 

148

 

Deferred income taxes

 

 

(124

)

 

 

(168

)

Earnings on bank-owned life insurance

 

 

(36

)

 

 

(37

)

Gain on settlement of bank-owned life insurance

 

 

(209

)

 

 

 

Net proceeds from sale of mortgage servicing rights

 

 

1,029

 

 

 

 

Stock based compensation expense

 

 

59

 

 

 

61

 

ESOP compensation expense

 

 

46

 

 

 

36

 

Loans held for sale:

 

 

 

 

 

 

 

 

Originations, net of prepayments

 

 

(77,135

)

 

 

(176,119

)

Proceeds from sales

 

 

105,868

 

 

 

204,983

 

Gain on sales

 

 

(2,357

)

 

 

(4,892

)

Change in fair value of loans held for sale

 

 

720

 

 

 

709

 

Changes in assets and liabilities which provided by (used in) cash:

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

(120

)

 

 

(168

)

Other assets

 

 

1,371

 

 

 

(904

)

Other liabilities

 

 

(1,155

)

 

 

(744

)

Net cash provided by operating activities

 

 

28,767

 

 

 

24,400

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Net decrease (increase) in loans receivable

 

 

1,739

 

 

 

(27,930

)

Activity in available-for-sale securities:

 

 

 

 

 

 

 

 

Maturities and repayments

 

 

1,206

 

 

 

1,836

 

Purchases

 

 

(30,860

)

 

 

(6,505

)

Proceeds from settlement of bank-owned life insurance

 

 

880

 

 

 

 

Purchases of restricted investment in bank stock

 

 

(282

)

 

 

(220

)

Redemption of restricted investment in bank stock

 

 

222

 

 

 

149

 

Purchases of premises and equipment

 

 

(23

)

 

 

(372

)

Net cash used in investing activities

 

 

(27,118

)

 

 

(33,042

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Net increase (decrease) increase in deposits

 

 

2,045

 

 

 

(253,638

)

Net decrease in advances from borrowers for taxes and insurance

 

 

(393

)

 

 

(513

)

Repayment of  borrowings from the FRB PPPLF

 

 

(2,870

)

 

 

(13,404

)

Proceeds from stock option exercise

 

 

21

 

 

 

21

 

Purchase of treasury stock

 

 

(147

)

 

 

(263

)

Net cash used in financing activities

 

 

(1,344

)

 

 

(267,797

)

Increase (Decrease) in Cash and Cash Equivalents

 

 

305

 

 

 

(276,439

)

Cash and Cash Equivalents, beginning of year

 

 

120,788

 

 

 

414,590

 

Cash and Cash Equivalents, end of year

 

$

121,093

 

 

$

138,151

 

Supplementary Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

Cash paid during the year of interest

 

$

440

 

 

$

535

 

Cash paid during the year for income taxes

 

$

137

 

 

$

13

 

Recognition of operating lease right-of-use assets

 

$

 

 

$

1,864

 

Recognition of operating lease obligations

 

$

 

 

$

1,864

 

 

 

 

 

 

 

 

 

 

See Notes to Unaudited Consolidated Financial Statements

 

 

6


 

HV BANCORP, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

 

1. ORGANIZATION, BASIS OF PRESENTATION and RECENT ACCOUNTING PRONOUNCEMENTS

Organization

HV Bancorp, Inc., a Pennsylvania Corporation (the “Company”), is the holding company of Huntingdon Valley Bank (the “Bank”) and was formed in connection with the conversion of the Bank from the mutual to the stock form of organization. On January 11, 2017, the mutual to stock conversion of the Bank was completed and the Company became the parent holding company for the Bank. Shares of the Company began trading on the Nasdaq Capital Market on January 12, 2017. The Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Bank”).

 

The Bank is a stock savings bank organized under the laws of the Commonwealth of Pennsylvania and is subject to comprehensive regulation and examination by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking and Securities (“PADOBs”). The Bank was organized in 1871, and currently provides residential and commercial loans to its general service area (Montgomery, Bucks and Philadelphia Counties of Pennsylvania, Burlington County, New Jersey and New Castle County, Delaware) as well as offering a wide variety of savings, checking and certificate of deposit accounts to its retail and business customers. In November 2020, the Bank formed a wholly-owned subsidiary, HVB Investment Management Inc., under the laws of the state of Delaware, as an investment company subsidiary to hold and manage certain investments. HVB Investment Management Inc., became operational in January 2021.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim information and with the instructions to the Quarterly Report on Form 10-Q, as applicable to a smaller reporting company.  Accordingly, they do not include all the information and footnotes required by US GAAP for complete financial statements.

The financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof.  The balances as of December 31, 2021 have been derived from the audited consolidated financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission on March 28, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year-ending December 31, 2022.

The Company has evaluated subsequent events through the date of issuance of the financial statements included herein.

 

Principles of Consolidation

 

The unaudited interim consolidated financial statements include accounts of the Company and its wholly-owned subsidiary, the Bank. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates in the Preparation of Financial Statements

In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Statement of Financial Condition and reported amounts of revenues and expenses during the reporting

7


period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, other-than-temporary impairments of securities (“OTTI”), interest rate lock commitments (“IRLCs”), mandatory sales commitments, the valuation of mortgage loans held-for-sale and the valuation of deferred tax assets.

Recent Accounting Pronouncements

 

In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  ASU 2016-13 requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (“CECL”) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

 

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same as the expected loss model described above.

 

Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (“AFS”) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim 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. Since the Company currently meets the SEC definition of a smaller reporting company, the delay will be applicable to the Company. In anticipation of the ASU, the Company has entered into a contract with a third party, compiled data for the modeling and is working on developing an estimate using historically and qualitative data based on the requirements of ASU 2016-13. 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 April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Derivatives, and Hedging (Topic 815); and Financial Instruments (Topic 825), which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. ASU 2019-04 makes clarifying amendments to certain financial instrument standards. For entities that have not yet adopted ASU 2016-13, the effective dates for the amendments related to ASU 2016-13 are the same as the effective dates in ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For entities that have not yet adopted ASU 2017-12 as of April 25, 2019, the effective dates for the amendments to Topic 815 are the same as the effective dates in ASU 2017-12. For entities that have adopted ASU 2017-12 as of April 25, 2019, the effective date is as of the beginning of the first annual period beginning after

8


April 25, 2019. The amendments related to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

 

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 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 the credit losses standard, the ASU is effective when they implement the credit losses standard. For entities that already have adopted the credit losses standard, the ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and have not adopted ASU 2016-13.

 

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. For entities that have not yet adopted ASU 2016-13 as of November 26, 2019, the effective dates for ASU 2019-11 are the same as the effective dates and transition requirements in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-11 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company qualifies as a smaller reporting company and have not adopted ASU 2016-13.

 

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. It is too early to predict whether a new rate index replacement and the adoption of the ASU will have a material impact on the Company’s consolidated financial statements.

 

In March 2020, the FASB issued ASU 2020-03, 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

9


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. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848.   ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848.  ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial statements.

 

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (ASC 326): Troubled Debt Restructurings (TDRs) and Vintage Disclosures. The guidance amends ASC 326 to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an entity disclose current-period gross writeoffs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance is only for entities that have adopted the amendments in Update 2016-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption using prospective application, including adoption in an interim period where the guidance should be applied as of the beginning of the fiscal year. The Company is currently evaluating the impact of the ASU on the Company's consolidated financial statements.

10


Adoption of New Accounting Standards

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease.  Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate.  For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years.  For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022.  All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. The Company adopted the accounting standard on January 1, 2022 and it did not have a material impact on the Company’s consolidated financial statements.

 

2. INVESTMENT SECURITIES

Investment securities available-for-sale was comprised of the following:

 

 

 

March 31, 2022

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

(Dollars in thousands)

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

U.S. Governmental securities

 

$

3,514

 

 

$

 

 

$

(247

)

 

$

3,267

 

U.S. Treasury securities

 

 

24,864

 

 

 

 

 

 

(84

)

 

 

24,780

 

Corporate notes

 

 

21,342

 

 

 

27

 

 

 

(772

)

 

 

20,597

 

Collateralized mortgage obligations - agency residential

 

 

9,197

 

 

 

8

 

 

 

(503

)

 

 

8,702

 

Mortgage-backed securities - agency residential

 

 

8,754

 

 

 

 

 

 

(620

)

 

 

8,134

 

Municipal securities

 

 

6,403

 

 

 

 

 

 

(570

)

 

 

5,833

 

Bank CDs

 

 

249

 

 

 

6

 

 

 

 

 

 

255

 

 

 

$

74,323

 

 

$

41

 

 

$

(2,796

)

 

$

71,568

 

 

Investment securities available-for-sale was comprised of the following:

 

 

 

December 31, 2021

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

 

 

 

(Dollars in thousands)

 

Cost

 

 

Gains

 

 

Losses

 

 

Fair Value

 

U.S. Governmental securities

 

$

3,596

 

 

$

 

 

$

(84

)

 

$

3,512

 

Corporate notes

 

 

18,805

 

 

 

174

 

 

 

(112

)

 

 

18,867

 

Collateralized mortgage obligations - agency residential

 

 

7,754

 

 

 

6

 

 

 

(96

)

 

 

7,664

 

Mortgage-backed securities - agency residential

 

 

7,656

 

 

 

2

 

 

 

(115

)

 

 

7,543

 

Municipal securities

 

 

6,412

 

 

 

62

 

 

 

(55

)

 

 

6,419

 

Bank CDs

 

 

499

 

 

 

8

 

 

 

 

 

 

507

 

 

 

$

44,722

 

 

$

252

 

 

$

(462

)

 

$

44,512

 

 

11


 

The scheduled maturities of securities available-for-sale at March 31, 2022 were as follows:

 

 

 

March 31, 2022

 

 

 

Available-for-Sale

 

 

 

Amortized

 

 

 

 

 

(Dollars in thousands)

 

Cost

 

 

Fair Value

 

Due in one year or less

 

$

1,503

 

 

$

1,500

 

Due from one to five years

 

 

35,231

 

 

 

34,688

 

Due from after five to ten years

 

 

18,014

 

 

 

17,205

 

Due after ten years

 

 

19,575

 

 

 

18,175

 

 

 

$

74,323

 

 

$

71,568

 

 

Securities with a fair value of $5.0 million and $5.6 million at March 31, 2022, and December 31, 2021, respectively, were pledged to secure public deposits and for other purposes as required by law.

There were no sales of available-for-sale securities for the three months ended March 31, 2022, and 2021.

The following tables summarize the unrealized loss positions of securities available-for-sale as of March 31, 2022 and December 31, 2021:

 

 

 

March 31, 2022

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

(Dollars in thousands)

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

Available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Governmental securities

 

$

1,390

 

 

$

(65

)

 

$

1,877

 

 

$

(182

)

 

$

3,267

 

 

$

(247

)

U.S. Treasury securities

 

 

24,780

 

 

 

(84

)

 

 

 

 

 

 

 

 

24,780

 

 

 

(84

)

Corporate notes

 

 

14,727

 

 

 

(698

)

 

 

1,943

 

 

 

(74

)

 

 

16,670

 

 

 

(772

)

Collateralized mortgage obligations

 

 

7,728

 

 

 

(503

)

 

 

 

 

 

 

 

 

7,728

 

 

 

(503

)

Mortgage-backed securities

 

 

2,940

 

 

 

(176

)

 

 

5,194

 

 

 

(444

)

 

 

8,134

 

 

 

(620

)

Municipal securities

 

 

4,510

 

 

 

(440

)

 

 

1,323

 

 

 

(130

)

 

 

5,833

 

 

 

(570

)

Bank CDs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

56,075

 

 

$

(1,966

)

 

$

10,337

 

 

$

(830

)

 

$

66,412

 

 

$

(2,796

)

 

 

 

December 31, 2021

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

(Dollars in thousands)

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

Available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Governmental securities

 

$

3,512

 

 

$

(84

)

 

$

 

 

$

 

 

$

3,512

 

 

$

(84

)

Corporate notes

 

 

8,457

 

 

 

(102

)

 

 

1,507

 

 

 

(10

)

 

 

9,964

 

 

 

(112

)

Collateralized mortgage obligations

 

 

5,698

 

 

 

(96

)

 

 

 

 

 

 

 

 

5,698

 

 

 

(96

)

Mortgage-backed  securities

 

 

7,254

 

 

 

(115

)

 

 

 

 

 

 

 

 

7,254

 

 

 

(115

)

Municipal securities

 

 

3,649

 

 

 

(55

)

 

 

 

 

 

 

 

 

3,649

 

 

 

(55

)

Bank CDs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

28,570

 

 

$

(452

)

 

$

1,507

 

 

$

(10

)

 

$

30,077

 

 

$

(462

)

 

At March 31, 2022 and December 31, 2021, the investment portfolio included four U.S. Government and Agency securities with total fair values of $3.3 million and $3.5 million, respectively. As of March 31, 2022 and December 31, 2021, there were four securities in an unrealized loss position. The U.S Government securities are zero risk weighted for capital purposes and are guaranteed for repayment of principal and interest. As of March 31, 2022 and December 31, 2021, management found no evidence of other-than-temporary impairment (“OTTI”) on any of the U.S. Governmental and Agency securities in an unrealized loss position held in the investment securities portfolio. The Company has the ability to hold to maturity

12


and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

 

At March 31, 2022, the investment portfolio included five U.S. Treasury securities with total fair values of $24.8 million. As of March 31, 2022, all five securities were in an unrealized loss position. The U.S Treasury securities are zero risk weighted for capital purposes. As of March 31, 2022, management found no evidence of OTTI on any of the U.S. Treasury securities in an unrealized loss position held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

At March 31, 2022 and December 31, 2021, the investment portfolio included thirty and twenty-six corporate notes, respectively with total fair values of $20.6 million and $18.9 million. Of these securities, twenty-five and fifteen were in an unrealized loss position as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, management found no evidence of OTTI on any of the corporate notes held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

At March 31, 2022 and December 31, 2021, the investment portfolio included sixteen and twelve collateralized mortgage obligations (“CMOs”) with total fair values of $8.7 million and $7.7 million, respectively. Of these securities, fifteen and nine were in an unrealized loss position as of March 31, 2022 and December 31, 2021, respectively. The CMO portfolio is comprised of 100% agency (FHLMC, FNMA and GNMA) investment grade bonds. As of March 31, 2022 and December 31, 2021, management found no evidence of OTTI on any of the CMOs held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

At March 31, 2022 and December 31, 2021, the investment portfolio included fourteen and eleven mortgage backed securities (“MBS”) with a total fair value of $8.1 million and $7.5 million, respectively. As of March 31, 2022 and December 31, 2021, there were fourteen and ten securities in an unrealized loss position. The MBS portfolio is comprised of 100% agency (FHLMC, FNMA and GNMA) investment grade bonds. As of March 31, 2022 and December 31, 2021, management found no evidence of OTTI on any of the MBS held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

At March 31, 2022 and December 31, 2021, the investment portfolio included eleven municipal securities for both periods with a total fair value of $5.8 million and $6.4 million, respectively. Of these securities, eleven and six were in an unrealized loss position as of March 31, 2022 and December 31, 2021. The Company’s municipal portfolio issuers are located in Pennsylvania and at the time of purchase, and as of March 31, 2022 and December 31, 2021, continue to maintain investment grade ratings. As of March 31, 2022 and December 31, 2021, management found no evidence of OTTI on any of the municipal securities held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

At March 31, 2022 and December 31, 2021, the investment portfolio included Bank Certificates of Deposit (“CDs”) with a total fair value of $255,000 and $507,000, respectively. As of March 31, 2022 and December 31, 2021, there were no securities in an unrealized loss position. The CDs are fully insured by the FDIC. As of March 31, 2022 and December 31, 2021, management found no evidence of OTTI on any of the CDs held in the investment securities portfolio. The Company has the ability to hold to maturity and more likely than not, will not be required to sell the securities before a recovery of the cost has occurred.

 

13


 

3. EQUITY SECURITIES

 

The Company maintains an equity security portfolio that consists of $500,000 at March 31, 2022, and December 31, 2021. As of March 31, 2022 and December 31, 2021 the Company determined that the equity investment did not have a readily determinable fair value measure and is carrying the equity investment at cost, less impairment, adjusted for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

 

The following table presents the carrying amount of the Company’s equity investment at March 31, 2022, and December 31, 2021:

 

 

 

March 31, 2022

 

(dollars in thousands)

 

Year-to-date

 

 

Life-to-date

 

Amortized cost

 

$

500

 

 

$

500

 

Impairment

 

 

 

 

 

 

Observable price changes

 

 

 

 

 

 

Carrying value

 

$

500

 

 

$

500

 

 

 

 

December 31, 2021

 

(dollars in thousands)

 

Year-to-date

 

 

Life-to-date

 

Amortized cost

 

$

500

 

 

$

500

 

Impairment

 

 

 

 

 

 

Observable price changes

 

 

 

 

 

 

Carrying value

 

$

500

 

 

$

500

 

 

At March 31, 2022 and December 31, 2021, the Company performed a qualitative assessment considering impairment indictors to evaluate whether the investment was impaired and determined the investment was not impaired.

14


4. LOANS RECEIVABLE

Loans receivable were comprised of the following:

 

 

 

March 31,

 

 

December 31,

 

(Dollars in thousands)

 

2022

 

 

2021

 

Residential:

 

 

 

 

 

 

 

 

One-to-four family

 

$

113,087

 

 

$

106,335

 

Home equity and HELOCs

 

 

2,830

 

 

 

3,172

 

Commercial:

 

 

 

 

 

 

 

 

Commercial real estate

 

 

112,729

 

 

 

116,882

 

Commercial business

 

 

38,262

 

 

 

30,164

 

SBA PPP loans

 

 

10,290

 

 

 

22,912

 

Main Street Lending Program

 

 

1,585

 

 

 

1,605

 

Construction

 

 

43,603

 

 

 

42,866

 

Consumer:

 

 

 

 

 

 

 

 

Medical education

 

 

4,283

 

 

 

4,409

 

Other

 

 

9

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

326,678

 

 

 

328,362

 

 

 

 

 

 

 

 

 

 

Unearned discounts, origination and commitment

   fees and costs

 

 

(440

)

 

 

(791

)

Allowance for loan losses

 

 

(2,446

)

 

 

(2,368

)

 

 

 

 

 

 

 

 

 

 

 

$

323,792

 

 

$

325,203

 

 

 

 

In November 2017, the Bank entered into a loan purchase agreement with a broker to purchase a portfolio of private education loans made to American citizens attending American Medical Association (“AMA”) approved medical schools in Caribbean Nations. The broker serves as a lender, holder, program designer and developer, administrator, and secondary market for the loan portfolios they generate. At March 31, 2022, the balance of the private education loans was $4.3 million. The private student loans were made following a proven credit criteria and were underwritten in accordance with the Bank’s policies. At March 31, 2022, there were two loans with a total balance of approximately $66,000 past due 90 days or more.

 

In April 2020, we began accepting and processing applications for loans under the Paycheck Protection Program (“PPP”) implemented by the SBA with support from the Department of Treasury under the enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company participated in round 1 and 2 of PPP, processing over 800 applications totaling approximately $126.9 million. As of March 31, 2022, the Company had a total outstanding balance of approximately $10.3 million for round 1 and 2 of PPP. Through March 2022, the Company received approximately $116.6 million in PPP forgiveness from the SBA and customer pay downs.

 

Overdraft deposits are reclassified as other consumer and are included in the total loans on the statements of financial condition. Overdrafts were $9,000 and $17,000 at March 31, 2022, and December 31, 2021, respectively.

 

15


 

The following tables summarize the activity in the allowance for loan losses by loan class for the three months ended March 31, 2022 and 2021:

 

Allowance for Loan Losses

 

For the three months ended March 31, 2022

 

(Dollars in thousands)

 

Beginning

Balance

 

 

Charge-

offs

 

 

Recoveries

 

 

(Credit)

Provisions

 

 

Ending

Balance

 

 

Ending

Balance:

Individually

Evaluated

for

Impairment

 

 

Ending

Balance:

Collectively

Evaluated

for

Impairment

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

322

 

 

$

 

 

$

 

 

$

23

 

 

$

345

 

 

$

 

 

$

345

 

Home equity and HELOCs

 

 

8

 

 

 

 

 

 

 

 

 

(1

)

 

 

7

 

 

 

 

 

 

7

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

819

 

 

 

 

 

 

 

 

 

(46

)

 

 

773

 

 

 

 

 

 

773

 

Commercial business

 

 

341

 

 

 

 

 

 

 

 

 

96

 

 

 

437

 

 

 

 

 

 

437

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

27

 

Construction

 

 

460

 

 

 

 

 

 

 

 

 

35

 

 

 

495

 

 

 

 

 

 

495

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

391

 

 

 

(36

)

 

 

1

 

 

 

6

 

 

 

362

 

 

 

 

 

 

362

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,368

 

 

$

(36

)

 

$

1

 

 

$

113

 

 

$

2,446

 

 

$

 

 

$

2,446

 

 

16


 

Allowance for Loan Losses

 

For the three months ended March 31, 2021

 

(Dollars in thousands)

 

Beginning

Balance

 

 

Charge-

offs

 

 

Recoveries

 

 

(Credit)

Provisions

 

 

Ending

Balance

 

 

Ending

Balance:

Individually

Evaluated

for

Impairment

 

 

Ending

Balance:

Collectively

Evaluated

for

Impairment

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

637

 

 

$

 

 

$

 

 

$

(72

)

 

$

565

 

 

$

 

 

$

565

 

Home equity and HELOCs

 

 

15

 

 

 

 

 

 

 

 

 

(2

)

 

 

13

 

 

 

 

 

 

13

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

519

 

 

 

 

 

 

 

 

 

38

 

 

 

557

 

 

 

 

 

 

557

 

Commercial business

 

 

280

 

 

 

 

 

 

 

 

 

13

 

 

 

293

 

 

 

 

 

 

293

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

27

 

Construction

 

 

74

 

 

 

 

 

 

 

 

 

75

 

 

 

149

 

 

 

 

 

 

149

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

367

 

 

 

(172

)

 

 

 

 

 

194

 

 

 

389

 

 

 

 

 

 

389

 

Other

 

 

98

 

 

 

 

 

 

 

 

 

(98

)

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,017

 

 

$

(172

)

 

$

 

 

$

148

 

 

$

1,993

 

 

$

 

 

$

1,993

 

 

The Company maintains a general allowance for loan losses based on evaluating known and inherent risks in the loan portfolio, including management’s continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, and current and anticipated economic conditions. The reserve is an estimate based upon factors and trends identified by management at the time the financial statements are prepared.

 

17


 

The following tables summarize information with respect to the recorded investment in loans receivable by loan class as of March 31, 2022, and December 31, 2021:

 

March 31, 2022

 

Loans Receivable

 

(Dollars in thousands)

 

Ending

Balance

 

 

Ending

Balance:

Individually

Evaluated

for

Impairment

 

 

Ending

Balance:

Collectively

Evaluated

for

Impairment

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

113,087

 

 

$

1,100

 

 

$

111,987

 

Home equity and HELOCs

 

 

2,830

 

 

 

 

 

 

2,830

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

112,729

 

 

 

177

 

 

 

112,552

 

Commercial business

 

 

38,262

 

 

 

64

 

 

 

38,198

 

SBA PPP loans

 

 

10,290

 

 

 

 

 

 

10,290

 

Main Street Lending Program

 

 

1,585

 

 

 

 

 

 

1,585

 

Construction

 

 

43,603

 

 

 

192

 

 

 

43,411

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

4,283

 

 

 

 

 

 

4,283

 

Other

 

 

9

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

326,678

 

 

$

1,533

 

 

$

325,145

 

 

 

December 31, 2021

 

Loans Receivable

 

(Dollars in thousands)

 

Ending

Balance

 

 

Ending

Balance:

Individually

Evaluated

for

Impairment

 

 

Ending

Balance:

Collectively

Evaluated

for

Impairment

 

Residential

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

106,335

 

 

$

1,064

 

 

$

105,271

 

Home equity and HELOCs

 

 

3,172

 

 

 

 

 

 

3,172

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

116,882

 

 

 

181

 

 

 

116,701

 

Commercial business

 

 

30,164

 

 

 

71

 

 

 

30,093

 

SBA PPP loans

 

 

22,912

 

 

 

 

 

 

22,912

 

Main Street Lending Program

 

 

1,605

 

 

 

 

 

 

1,605

 

Construction

 

 

42,866

 

 

 

1,168

 

 

 

41,698

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

4,409

 

 

 

 

 

 

4,409

 

Other

 

 

17

 

 

 

 

 

 

17

 

 

 

$

328,362

 

 

$

2,484

 

 

$

325,878

 

 

18


 

The following table summarizes information about impaired loans by loan portfolio class as of March 31, 2022, and December 31, 2021:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

(Dollars in thousands)

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,100

 

 

$

1,270

 

 

$

 

 

$

1,064

 

 

$

1,223

 

 

$

 

Home equity and HELOCs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

177

 

 

 

177

 

 

 

 

 

 

181

 

 

 

181

 

 

 

 

Commercial business

 

 

64

 

 

 

64

 

 

 

 

 

 

71

 

 

 

71

 

 

 

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

192

 

 

 

192

 

 

 

 

 

 

1,168

 

 

 

1,168

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,533

 

 

 

1,703

 

 

 

 

 

 

2,484

 

 

 

2,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity and HELOCs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,533

 

 

$

1,703

 

 

$

 

 

$

2,484

 

 

$

2,643

 

 

$

 

 

19


 

The following table presents additional information regarding the impaired loans for the three months ended March 31, 2022, and March 31, 2021:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

(Dollars in thousands)

 

Average

Record

Investment

 

 

Interest

Income

Recognized

 

 

Average

Record

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,083

 

 

$

 

 

$

923

 

 

$

 

Home equity and HELOCs

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

179

 

 

 

3

 

 

 

983

 

 

 

5

 

Commercial business

 

 

67

 

 

 

1

 

 

 

93

 

 

 

1

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

680

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,009

 

 

 

4

 

 

 

1,999

 

 

 

6

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

 

 

 

 

 

 

 

 

 

 

 

Home equity and HELOCs

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

 

 

 

 

 

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,009

 

 

$

4

 

 

$

1,999

 

 

$

6

 

 

If these loans were performing under the original contractual rate, interest income on such loans would

have increased approximately $19,000 and $14,000 for the three months ended March 31, 2022, and 2021, respectively.


20


 

The following table presents non-accrual loans by classes of the loan portfolio as of March 31, 2022, and December 31, 2021:

 

 

 

March 31,

 

 

December 31,

 

(Dollars in thousands)

 

2022

 

 

2021

 

Residential:

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,100

 

 

$

1,064

 

Home equity and HELOCs

 

 

68

 

 

 

68

 

Commercial:

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

Commercial business

 

 

95

 

 

 

95

 

SBA PPP loans

 

 

 

 

 

 

Construction

 

 

192

 

 

 

1,168

 

Consumer:

 

 

 

 

 

 

 

 

Medical education

 

 

1,115

 

 

 

1,358

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

2,570

 

 

$

3,753

 

 

Credit quality risk ratings include regulatory classifications of Special Mention, Substandard, Doubtful and Loss.  Loans classified as Special Mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of prospects for repayment. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Included in the non-performing medical education loans are non-accrual loans that have been brought current through a status change to deferred status. The deferred status generally means the student is in medical residency.  Generally, the loan may be restored to accrual status when the obligation is in accordance with the contractual terms for a reasonable period of time, generally six months.

The following tables summarize the aggregate Pass and criticized categories of Special Mention, Substandard and Doubtful within the Company’s internal risk rating system as of March 31, 2022, and December 31, 2021:

 

 

March 31, 2022

 

 

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Pass

 

 

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

111,987

 

 

$

 

 

$

1,100

 

 

$

 

 

$

113,087

 

Home equity and HELOCs

 

 

2,762

 

 

 

 

 

 

68

 

 

 

 

 

 

2,830

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

111,028

 

 

 

1,524

 

 

 

177

 

 

 

 

 

 

112,729

 

Commercial business

 

 

38,103

 

 

 

 

 

 

159

 

 

 

 

 

 

38,262

 

SBA PPP Loans

 

 

10,290

 

 

 

 

 

 

 

 

 

 

 

 

10,290

 

Main Street Lending Program

 

 

1,585

 

 

 

 

 

 

 

 

 

 

 

 

1,585

 

Construction

 

 

43,411

 

 

 

 

 

 

192

 

 

 

 

 

 

43,603

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

3,168

 

 

 

 

 

 

1,115

 

 

 

 

 

 

4,283

 

Other

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

 

$

322,343

 

 

$

1,524

 

 

$

2,811

 

 

$

 

 

$

326,678

 

21


 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

Special

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Pass

 

 

Mention

 

 

Substandard

 

 

Doubtful

 

 

Total

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

105,271

 

 

$

 

 

$

1,064

 

 

$

 

 

$

106,335

 

Home equity and HELOCs

 

 

3,104

 

 

 

 

 

 

68

 

 

 

 

 

 

3,172

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

115,164

 

 

 

1,537

 

 

 

181

 

 

 

 

 

 

116,882

 

Commercial business

 

 

29,998

 

 

 

 

 

 

166

 

 

 

 

 

 

30,164

 

SBA PPP loans

 

 

22,912

 

 

 

 

 

 

 

 

 

 

 

 

22,912

 

Main Street Lending

 

 

1,605

 

 

 

 

 

 

 

 

 

 

 

 

1,605

 

Construction

 

 

41,698

 

 

 

 

 

 

1,168

 

 

 

 

 

 

42,866

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

3,051

 

 

 

 

 

 

1,358

 

 

 

 

 

 

4,409

 

Other

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

$

322,820

 

 

$

1,537

 

 

$

4,005

 

 

$

 

 

$

328,362

 

 

The following tables present the segments of the loan portfolio summarized by aging categories as of March 31, 2022, and December 31, 2021:

 

 

 

March 31, 2022

 

(Dollars in thousands)

 

30-59

Days Past

Due

 

 

60-89

Days Past

Due

 

 

Greater

than 90

Days

 

 

Total Past

Due

 

 

Current

 

 

Total

Loans

Receivable

 

 

Loans

Receivable

>90 Days

and

Accruing

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,057

 

 

$

440

 

 

$

674

 

 

$

2,171

 

 

$

110,916

 

 

$

113,087

 

 

$

 

Home equity and HELOCs

 

 

2

 

 

 

 

 

 

68

 

 

 

70

 

 

 

2,760

 

 

 

2,830

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112,729

 

 

 

112,729

 

 

 

 

Commercial business

 

 

 

 

 

 

 

 

95

 

 

 

95

 

 

 

38,167

 

 

 

38,262

 

 

 

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,290

 

 

 

10,290

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,585

 

 

 

1,585

 

 

 

 

Construction

 

 

 

 

 

 

 

 

192

 

 

 

192

 

 

 

43,411

 

 

 

43,603

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

607

 

 

 

54

 

 

 

66

 

 

 

727

 

 

 

3,556

 

 

 

4,283

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,666

 

 

$

494

 

 

$

1,095

 

 

$

3,255

 

 

$

323,423

 

 

$

326,678

 

 

$

 

22


 

 

 

 

December 31, 2021

 

(Dollars in thousands)

 

30-59

Days Past

Due

 

 

60-89

Days Past

Due

 

 

Greater

than 90

Days

 

 

Total Past

Due

 

 

Current

 

 

Total

Loans

Receivable

 

 

Loans

Receivable

>90 Days

and

Accruing

 

Residential:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,292

 

 

$

137

 

 

$

680

 

 

$

2,109

 

 

$

104,226

 

 

$

106,335

 

 

$

 

Home equity and HELOCs

 

 

 

 

 

 

 

 

68

 

 

 

68

 

 

 

3,104

 

 

 

3,172

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

116,882

 

 

 

116,882

 

 

 

 

Commercial business

 

 

95

 

 

 

 

 

 

 

 

 

95

 

 

 

30,069

 

 

 

30,164

 

 

 

 

SBA PPP loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,912

 

 

 

22,912

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,605

 

 

 

1,605

 

 

 

 

Construction

 

 

 

 

 

 

 

 

1,168

 

 

 

1,168

 

 

 

41,698

 

 

 

42,866

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical education

 

 

452

 

 

 

605

 

 

 

39

 

 

 

1,096

 

 

 

3,313

 

 

 

4,409

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,839

 

 

$

742

 

 

$

1,955

 

 

$

4,536

 

 

$

323,826

 

 

$

328,362

 

 

$

 

 

The Company may grant a concession or modification for economic or legal reasons related to a borrower's financial condition that it would not otherwise consider resulting in a modified loan that is then identified as a troubled debt restructuring (“TDR”). The Company may modify loans through rate reductions, extensions of maturity, interest only payments, or payment modifications to better match the timing of cash flows due under the modified terms with the cash flows from the borrowers' operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. TDRs are considered impaired loans for purposes of calculating the Company's allowance for loan losses. TDRs are restored to accrual status when the obligation is brought current, has performed in accordance with the modified contractual terms for a reasonable period of time, generally six months, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

The Company may identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower's financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions and negative trends may result in a payment default in the near future.

23


As of March 31, 2022, and December 31, 2021, the Company had two loans identified as TDRs totaling $184,000 and $193,000, respectively.  At March 31, 2022, and December 31, 2021, the two TDRs were performing in compliance with their restructured terms and on accrual status. There were no modifications to loans classified as TDRs during the three months ended March 31, 2022 and 2021. No additional loan commitments were outstanding to these borrowers at March 31, 2022, and December 31, 2021. At March 31, 2022, and December 31, 2021, there was no specific reserves related to the TDRs.

 

The following table details the Company’s TDRs that are on accrual status and non-accrual status at March 31, 2022:

 

 

 

As of March 31, 2022

 

 

 

Number

 

 

Accrual

 

 

Non-Accrual

 

 

 

 

 

(Dollars in thousands)

 

Of Loans

 

 

Status

 

 

Status

 

 

Total TDRs

 

Commercial real estate

 

 

1

 

 

$

120

 

 

$

 

 

$

120

 

Commercial business

 

 

1

 

 

 

64

 

 

 

 

 

 

64

 

Total

 

 

2

 

 

$

184

 

 

$

 

 

$

184

 

 

The following table details the Company’s TDRs that are on accrual status and non-accrual status at December 31, 2021:

 

 

 

As of December 31, 2021

 

 

 

Number

 

 

Accrual

 

 

Non-Accrual

 

 

 

 

 

(Dollars in thousands)

 

Of Loans

 

 

Status

 

 

Status

 

 

Total TDRs

 

Commercial real estate

 

 

1

 

 

$

122

 

 

$

 

 

$

122

 

Commercial business

 

 

1

 

 

 

71

 

 

 

 

 

 

71

 

Total

 

 

2

 

 

$

193

 

 

$

 

 

$

193

 

 

The carrying amount of residential mortgage loans in the process of foreclosure was $86,000 and $89,000 at March 31, 2022 and December 31, 2021, respectively.

 

5. MORTGAGE SERVICING RIGHTS

 

During 2020, the Company began selling residential mortgage loans to a third party, while retaining the rights to service the loans. As of March 31, 2022, the book value of the mortgage servicing rights (“MSRs”) associated with the loan sales totaled $155,000.  These retained servicing rights were recorded as a servicing asset and were initially recorded at fair value and changes to the balance of mortgage servicing rights are recorded in non-interest income on loans in the Company’s consolidated statements of income. Servicing income, which includes late and ancillary fees, was $228,000 and $17,400 for the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022, the Company had a bulk sale of MSRs with an underlying unpaid principal balance of $360 million in loans to an unrelated party.

24


For the three months ended March 31, 2022 and 2021, the change in the carrying value of the Company’s MSRs accounted for under the amortization method was as follows:

 

 

 

Three Months Ended March 31,

 

(dollars in thousands)

 

2022

 

 

2021

 

Balance at Beginning of Period

 

$

3,382

 

 

$

2,041

 

Servicing Rights retained from loans sold

 

 

135

 

 

 

897

 

Amortization and other

 

 

(172

)

 

 

(137

)

Mortgage servicing rights sold

 

 

(3,190

)

 

 

 

Valuation Allowance Provision

 

 

 

 

 

 

Balance at End of Period

 

$

155

 

 

$

2,801

 

Fair value, End of Period

 

$

195

 

 

$

3,101

 

 

The key data and assumptions used in estimating the fair value of the Company’s MSRs as of March 31, 2022 and December 31, 2021 were as follows:

 

 

March 31, 2022

 

 

December 31, 2021

 

 

Long run Constant Prepayment Rate

 

7.67

 

%

7.67

 

%

Weighted-Average Life (in years)

 

 

27.4

 

 

 

27.4

 

 

Weighted-Average Note Rate

 

2.924

 

%

2.924

 

%

Weighted-Average Discount Rate

 

 

9.00

 

%

 

9.00

 

%

 

6. DERIVATIVES AND RISK MANAGEMENT ACTIVITIES

The Company did not have any derivative instruments designated as hedging instruments or subject to master netting and collateral agreements as of March 31, 2022, and December 31, 2021. The following tables summarize the amounts recorded in the Company’s consolidated statements of financial condition for derivatives not designated as hedging instruments as of March 31, 2022, and December 31, 2021 (in thousands):

 

March 31, 2022

 

 

 

 

 

 

 

 

 

 

Asset Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

 

 

 

 

Notional

 

 

 

Presentation

 

Fair Value

 

 

Amount

 

Interest rate lock commitments (“IRLCs”)

 

Mortgage banking derivatives

 

$

970

 

 

$

70,737

 

Forward loan sales commitments

 

Mortgage banking derivatives

 

 

19

 

 

 

2,668

 

To Be Announced securities ("TBAs")

 

Mortgage banking derivatives

 

 

361

 

 

 

18,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liability Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

 

 

 

 

Notional

 

 

 

Presentation

 

Fair Value

 

 

Amount

 

Interest rate lock commitments

 

Other liabilities

 

$

9

 

 

$

1,997

 

Forward loan sales commitments

 

Other liabilities

 

 

6

 

 

 

936

 

TBA securities

 

Other liabilities

 

 

 

 

 

 

25


 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

Asset Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

 

 

 

 

Notional

 

 

 

Presentation

 

Fair Value

 

 

Amount

 

Interest rate lock commitments

 

Mortgage banking derivatives

 

$

1,382

 

 

$

70,259

 

Forward loan sales commitments

 

Mortgage banking derivatives

 

 

75

 

 

 

2,543

 

TBA securities

 

Mortgage banking derivatives

 

 

1

 

 

 

4,000

 

 

 

 

 

 

 

 

 

 

 

 

Liability Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

 

 

 

 

Notional

 

 

 

Presentation

 

Fair Value

 

 

Amount

 

Interest rate lock commitments

 

Other liabilities

 

$

36

 

 

$

2,327

 

Forward loan sales commitments

 

Other liabilities

 

 

35

 

 

 

2,995

 

TBA securities

 

Other liabilities

 

 

 

 

 

250

 

 

The following table summarizes the amounts recorded in the Company’s consolidated statements of income for derivative instruments not designated as hedging instruments for the three months ended March 31, 2022 and 2021 (in thousands) :

 

 

 

 

Loss

 

 

 

Consolidated Statements of Income

 

Three Months Ended

 

 

 

Presentation

 

March 31, 2022

 

 

March 31, 2021

 

Interest rate lock commitments

 

Loss from derivative instruments

 

$

(385

)

 

$

(157

)

Forward loan sales commitments

 

Loss from derivative instruments

 

 

(27

)

 

 

(177

)

TBA securities

 

Gain from derivative instruments

 

 

360

 

 

 

98

 

 

 

Total loss from derivative instruments

 

$

(52

)

 

$

(236

)

 

 

7. FAIR VALUE PRESENTATION

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is 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. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is determined at a reasonable point within the range that is most representative of fair value under current market conditions. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends, and have not been reevaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the

26


estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

The following tables provide the fair value for assets required to be measured and reported at fair value on a recurring basis as of March 31, 2022, and December 31, 2021:

 

 

 

March 31, 2022

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investment securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Governmental securities

 

$

 

 

$

3,267

 

 

$

 

 

$

3,267

 

U.S. Treasury securities

 

 

24,780

 

 

 

 

 

 

 

 

 

24,780

 

Corporate notes

 

 

 

 

 

17,646

 

 

 

2,951

 

 

 

20,597

 

Collateralized mortgage obligations -

   agency residential

 

 

 

 

 

8,702

 

 

 

 

 

 

8,702

 

Mortgage-backed securities - agency

   residential

 

 

 

 

 

8,134

 

 

 

 

 

 

8,134

 

Municipal securities

 

 

 

 

 

5,833

 

 

 

 

 

 

5,833

 

Bank CDs

 

 

 

 

 

255

 

 

 

 

 

 

255

 

Loans held for sale

 

 

 

 

 

13,384

 

 

 

 

 

 

13,384

 

Interest rate lock commitments

 

 

 

 

 

 

 

 

970

 

 

 

970

 

Forward loan sales commitments

 

 

 

 

 

19

 

 

 

 

 

 

19

 

TBA securities

 

 

 

 

 

361

 

 

 

 

 

 

361

 

 

 

$

24,780

 

 

$

57,601

 

 

$

3,921

 

 

$

86,302

 

27


 

 

 

 

December 31, 2021

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investment securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Governmental securities

 

$

 

 

$

3,512

 

 

$

 

 

$

3,512

 

Corporate notes

 

 

 

 

 

15,825

 

 

 

3,042

 

 

 

18,867

 

Collateralized mortgage obligations -

   agency residential

 

 

 

 

 

7,664

 

 

 

 

 

 

7,664

 

Mortgage-backed securities - agency

   residential

 

 

 

 

 

7,543

 

 

 

 

 

 

7,543

 

Municipal securities

 

 

 

 

 

6,419

 

 

 

 

 

 

6,419

 

Bank CDs

 

 

 

 

 

507

 

 

 

 

 

 

507

 

Loans held for sale

 

 

 

 

 

40,480

 

 

 

 

 

 

40,480

 

Interest rate lock commitments

 

 

 

 

 

 

 

 

1,382

 

 

 

1,382

 

Forward loan sales commitments

 

 

 

 

 

75

 

 

 

 

 

 

75

 

TBA securities

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

$

 

 

$

82,026

 

 

$

4,424

 

 

$

86,450

 

 

 

The following tables provide the fair value for liabilities required to be measured and reported at fair value on a recurring basis as of March 31, 2022, and December 31, 2021:

 

 

 

March 31, 2022

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Interest rate lock commitments

 

$

 

 

$

 

 

$

9

 

 

$

9

 

Forward loan sales commitments

 

 

 

 

 

6

 

 

 

 

 

 

6

 

TBA securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

$

6

 

 

$

9

 

 

$

15

 

 

 

 

 

December 31, 2021

 

(Dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Interest rate lock commitments

 

$

 

 

$

 

 

$

36

 

 

$

36

 

Forward loan sales commitments

 

 

 

 

 

35

 

 

 

 

 

 

35

 

TBA securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

$

35

 

 

$

36

 

 

$

71

 

 

28


 

The following tables represent the change in the assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022:

 

(Dollars in thousands)

 

Corporate

notes

 

 

IRLC-

Asset

 

 

IRLC-

Liability

 

Beginning Balance: January 1, 2022

 

$

3,042

 

 

$

1,382

 

 

$

(36

)

Total unrealized losses:

 

 

 

 

 

 

 

 

 

 

 

 

Included in other comprehensive loss

 

 

(91

)

 

 

 

 

 

 

Total (losses) or gains included in earnings and held at reporting date

 

 

 

 

 

(412

)

 

 

27

 

Purchases, sales and settlements

 

 

 

 

 

 

 

 

 

Transfers in and/or out of Level 3

 

 

 

 

 

 

 

 

 

Ending Balance: March 31, 2022

 

$

2,951

 

 

$

970

 

 

$

(9

)

Change in unrealized (losses) or gains for the period included in earnings (or changes in net  assets) for assets held as of March 31, 2022

 

$

 

 

$

(412

)

 

$

27

 

Change in unrealized loss for the period included other comprehensive loss for assets held as of March 31, 2022

 

$

(91

)

 

$

 

 

$

 

 

The following tables represent the change in the assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021:

 

 

(Dollars in thousands)

 

Corporate

notes

 

 

IRLC-

Asset

 

 

IRLC-

Liability

 

Beginning Balance: January 1, 2021

 

$

8,068

 

 

$

2,647

 

 

$

(106

)

Total unrealized losses:

 

 

 

 

 

 

 

 

 

 

 

 

Included in other comprehensive loss

 

 

(41

)

 

 

 

 

 

 

Total (losses) or gains included in earnings and held at reporting date

 

 

 

 

 

(191

)

 

 

34

 

Purchases, sales and settlements

 

 

 

 

 

 

 

 

 

Transfers in and/or out of Level 3

 

 

 

 

 

 

 

 

 

Ending Balance: March 31, 2021

 

$

8,027

 

 

$

2,456

 

 

$

(72

)

Change in unrealized (losses) or gains for the period included in earnings (or changes in net assets) for assets held as of March 31, 2021

 

$

 

 

$

(191

)

 

$

34

 

Change in unrealized loss for the period included other comprehensive income (loss) for assets held as of March 31, 2021

 

$

(41

)

 

$

 

 

$

 

 

At March 31, 2022, and December 31, 2021, the Company had classified $3.0 million of Corporate notes as Level 3. As of March 31, 2022, the fair value of $951,000 of a Corporate note includes a subordinated debt bond. The Company’s methodology for valuing this Corporate note is to obtain market quotes through a third-party pricing model. The weighted average of the market price quotes was 95.1%.  In addition, classified as Level 3 are two subordinated debt bonds with a fair value of $2.0 million. The Company’s methodology to value the two subordinated debt bonds is to obtain market values of similar subordinated debt bond issuances over the past twelve months from a broker/investment firm. The weighted average of the market price quotes applied is 100.0%. Since the Corporate notes are not widely traded, the Company considered the inputs as unobservable.

 

At March 31, 2022, and December 31, 2021, the Company had classified $961,000 and $1.3 million of net derivative assets and liabilities related to IRLC as Level 3. The fair value of IRLCs is based on prices

29


obtained for loans with similar characteristics from third parties, adjusted by the pull-through rate, which represents the Company’s best estimate of the probability that a committed loan will fund. The weighted average pull-through rates applied ranged from 70.1% to 100.0% at March 31, 2022.

 

Significant unobservable inputs for assets and liabilities measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021:

 

 

 

Quantitative Information about Level 3 Fair Value Measurements at March 31, 2022

 

(Dollars in thousands)

 

Fair Value

 

 

Valuation Technique

 

Significiant Unobservable Input

 

Range

 

Weighted Average

 

Measured at Fair Value on a Recurring Basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Notes

 

$

2,951

 

 

Pricing Model

 

Offered quotes

 

95.06-100.00%

 

98.35%

 

Net derivative asset and liability:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRLC

 

$

961

 

 

Discounted cash flows

 

Pull-through rates

 

70.09%-100.00%

 

94.71%

 

 

 

 

 

Quantitative Information about Level 3 Fair Value Measurements at December 31, 2021

 

(Dollars in thousands)

 

Fair Value

 

 

Valuation Technique

 

Significant Unobservable Input

 

Range

 

Weighted Average

 

Measured at Fair Value on a Recurring Basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate notes

 

$

3,042

 

 

Market comparable securities

 

Offered quotes

 

101.00%-102.50%

 

102.12%

 

Net derivative asset and liability:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRLC

 

$

1,346

 

 

Discounted cash flows

 

Pull-through rates

 

81.61%-100.00%

 

93.06%

 

 

There were no assets measured at fair value on a nonrecurring basis at March 31, 2022 and December 31, 2021.

 

30


 

The following tables provide the carrying amount for each class of assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Consolidated Statements of Financial Condition as of March 31, 2022 and December 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

March 31, 2022

 

Carrying

 

 

Estimated

 

 

Assets

 

 

Inputs

 

 

Inputs

 

(Dollars in thousands)

 

Amount

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

121,094

 

 

$

121,094

 

 

$

121,094

 

 

$

 

 

$

 

Equity securities

 

 

500

 

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Loans receivable, net

 

 

323,792

 

 

 

328,934

 

 

 

 

 

 

 

 

 

328,934

 

Bank-owned life insurance

 

 

5,922

 

 

 

5,922

 

 

 

5,922

 

 

 

 

 

 

 

Restricted investment in bank stock

 

 

2,068

 

 

 

2,068

 

 

 

2,068

 

 

 

 

 

 

 

Accrued interest receivable

 

 

1,460

 

 

 

1,460

 

 

 

1,460

 

 

 

 

 

 

 

Mortgage servicing rights

 

 

155

 

 

 

195

 

 

 

 

 

 

 

 

 

195

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

466,034

 

 

$

465,866

 

 

$

433,974

 

 

$

31,892

 

 

$

 

Advances from the FHLB

 

 

26,471

 

 

 

25,374

 

 

 

 

 

 

25,374

 

 

 

 

Federal Reserve PPPLF advances

 

 

249

 

 

 

249

 

 

 

 

 

 

249

 

 

 

 

Subordinated debt

 

 

9,996

 

 

 

9,894

 

 

 

 

 

 

 

 

 

9,894

 

Advances from borrowers for taxes and insurance

 

 

46

 

 

 

46

 

 

 

46

 

 

 

 

 

 

 

Accrued interest payable

 

 

55

 

 

 

55

 

 

 

55

 

 

 

 

 

 

 

Off-balance sheet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitment to extend credit

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

31


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

December 31, 2021

 

Carrying

 

 

Estimated

 

 

Assets

 

 

Inputs

 

 

Inputs

 

(Dollars in thousands)

 

Amount

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

120,788

 

 

$

120,788

 

 

$

120,788

 

 

$

 

 

$

 

Equity securities

 

 

500

 

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Loans receivable, net

 

 

325,203

 

 

 

328,676

 

 

 

 

 

 

 

 

 

328,676

 

Bank-owned life insurance

 

 

6,557

 

 

 

6,557

 

 

 

6,557

 

 

 

 

 

 

 

Restricted investment in bank stock

 

 

2,008

 

 

 

2,008

 

 

 

2,008

 

 

 

 

 

 

 

Accrued interest receivable

 

 

1,340

 

 

 

1,340

 

 

 

1,340

 

 

 

 

 

 

 

Mortgage servicing rights

 

 

3,382

 

 

 

4,249

 

 

 

 

 

 

 

 

 

4,249

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

463,989

 

 

$

464,164

 

 

$

431,815

 

 

$

32,349

 

 

$

 

Advances from the FHLB

 

 

26,431

 

 

 

26,492

 

 

 

 

 

 

26,492

 

 

 

 

Federal Reserve PPPLF advances

 

 

3,119

 

 

 

3,119

 

 

 

 

 

 

3,119

 

 

 

 

Subordinated debt

 

 

9,996

 

 

 

10,436

 

 

 

 

 

 

 

 

 

10,436

 

Advances from borrowers for taxes and insurance

 

 

439

 

 

 

439

 

 

 

439

 

 

 

 

 

 

 

Accrued interest payable

 

 

73

 

 

 

73

 

 

 

73

 

 

 

 

 

 

 

Off-balance sheet:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitment to extend credit

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

8. CHANGES IN AND RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

 

The following tables present the changes in the balances of each component of accumulated other comprehensive (loss) income (“AOCI”) for the three months ended March 31, 2022 and March 31, 2021.  All amounts are presented net of tax.

 

Net unrealized holding gains on available-for-sales securities (1):

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

(Dollars in thousands)

 

March 31, 2022

 

 

March 31, 2021

 

Balance at beginning period

 

$

(148

)

 

$

238

 

Unrealized holding losses on available-for-sale securities before reclassification

 

 

(1,794

)

 

 

(232

)

Amount reclassified for investment securities gains included in net income

 

 

 

 

 

 

Net current-period other comprehensive loss

 

 

(1,794

)

 

 

(232

)

Balance at ending period

 

$

(1,942

)

 

$

6

 

 

 

 

 

 

 

 

 

 

32


 

 

(1)

All amounts are net of tax. Related tax expense or benefit is calculated using an income tax rate of approximately 29.5% and 29.5% for the three months ended March 31, 2022 and 2021, respectively.

 

There were no amounts reclassified for investment securities gains included in net income out for the three months ended March 31, 2022, and March 31, 2021.  

 

9. EARNINGS PER SHARE

 

Earnings per share ("EPS") consist of two separate components: basic EPS and diluted EPS. Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for each period presented. The diluted EPS calculation reflects the EPS if all outstanding instruments convertible to common stock were exercised. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect. At March 31, 2022, there were 209,600 stock options outstanding of which 87,520 of the stock options were vested and exercisable at March 31, 2022. At March 31, 2022, there 87,000 restricted stock shares outstanding of which 36,880 restricted stock shares were vested and exercisable at March 31, 2022. The 209,600 stock options outstanding and 50,120 restricted stock shares outstanding were included in the computation of diluted net income per share for the three months ended March 31, 2022 as their effect was not anti-dilutive. At March 31, 2021, there were 215,000 stock options outstanding of which 59,600 of the stock options were vested and exercisable at March 31, 2021. At March 31, 2021, there 87,000 restricted stock shares outstanding of which 24,700 restricted stock shares were vested at March 31, 2021. The 215,000 stock options outstanding and 62,300 restricted stock shares outstanding were included in the computation of diluted net income per share for the three months ended March 31, 2021 as their effect was not anti-dilutive.

The calculation of basic and diluted EPS for the three months ended March 31, 2022, and 2021 is as follows:

 

 

 

For the Three Months

Ended March 31,

 

 

 

 

2022

 

 

2021

 

 

Net income

 

$

601,000

 

 

$

1,302,000

 

 

Weighted average number of shares issued

 

 

2,272,858

 

 

 

2,271,192

 

 

Less weighted average number of treasury shares

 

 

(105,365

)

 

 

(92,367

)

 

Less weighted average number of unearned ESOP shares

 

 

(129,502

)

 

 

(138,225

)

 

Less weighted average number of unvested restricted stock awards

 

 

(50,400

)

 

 

(54,800

)

 

Basic weighted average shares outstanding

 

 

1,987,591

 

 

 

1,985,800

 

 

Add dilutive effect of stock options

 

 

52,158

 

 

 

21,969

 

 

Add dilutive effect of restricted stock awards

 

 

19,752

 

 

 

5,792

 

 

Diluted weighted average shares outstanding

 

 

2,059,501

 

 

 

2,013,561

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

 

$

0.66

 

 

Diluted

 

$

0.29

 

 

$

0.65

 

 

 

 

 

 

33


 

10. EMPLOYEE BENFITS

Equity Incentive Plan

 

The Company’s shareholders approved the HV Bancorp, Inc. 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”) at a Special Meeting of shareholders on June 13, 2018. An aggregate of 305,497 shares of authorized but unissued common stock of the Company was reserved for future grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units under the 2018 Equity Incentive Plan. Of the 305,497 authorized shares, the maximum number of shares of the Company’s common stock that may be issued under the 2018 Equity Incentive Plan pursuant to the exercise of stock options is 218,212 shares, and the maximum number of shares of the Company’s common stock that may be issued as restricted stock awards or restricted stock units is 87,285 shares.

 

The product of the number of shares granted and the grant date market price of the Company’s common stock determine the fair value of restricted stock under the Company’s 2018 Equity Incentive plan. Management recognizes compensation expense for the fair value of restricted stock on a straight-line basis over the requisite service period for the entire award. As of March 31, 2022, there were 3,997 shares available for future awards under this plan, which includes 3,712 shares available for incentive and non-qualified stock options and 285 shares available for restricted stock awards. The restricted shares and stock options vest over a seven year period.

 

The Company’s shareholders approved the HV Bancorp, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) at the Annual Meeting of shareholders on May 19, 2021. The 2021 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 175,000 shares of Company common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units. As of March 31, 2022, there were no grants issued under the 2021 Equity Incentive Plan.

 

Stock option expense was $14,000 and $15,000 for the three months ended March 31, 2022 and 2021. At March 31, 2022, total unrecognized compensation cost related to stock options was $197,000.

 

 

 

A summary of the Company’s stock option activity and related information for the three months ended March 31, 2022, and March 31, 2021 was as follows:

 

 

 

March 31, 2022

 

 

March 31, 2021

 

 

 

Options

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-

Average

Remaining Contractual Life (in years)

 

 

Average

Intrinsic Value

 

 

Options

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-

Average

Remaining Contractual Life (in years)

 

 

Average

Intrinsic Value

 

Outstanding, Jan 1

 

 

211,000

 

 

$

14.92

 

 

 

6.6

 

 

$

1,451,680

 

 

 

216,400

 

 

$

14.93

 

 

 

7.6

 

 

$

484,736

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(1,400

)

 

 

14.80

 

 

 

 

 

 

 

 

 

(1,400

)

 

 

14.80

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, March 31

 

 

209,600

 

 

$

14.92

 

 

 

6.4

 

 

$

1,473,488

 

 

 

215,000

 

 

$

14.93

 

 

 

7.4

 

 

$

969,650

 

Exercisable, March 31

 

 

87,520

 

 

$

14.90

 

 

 

6.3

 

 

$

617,016

 

 

 

59,600

 

 

$

14.88

 

 

 

7.3

 

 

$

271,776

 

 

Restricted stock expense was $45,000 and $46,000 for the three months ended March 31, 2022 and 2021, respectively. At March 31, 2022, the expected future compensation expense relating to non-vested restricted stock outstanding was $619,000.

34


A summary of the Company’s restricted stock activity and related information for the three months ended March 31, 2022, and March 31, 2021 was as follows:

 

 

March 31, 2022

 

 

March 31, 2021

 

 

 

Number of

Shares

 

 

Weighted-

Average Grant

Date Fair Value

 

 

Number of

Shares

 

 

Weighted-

Average Grant

Date Fair Value

 

Non-vested, Jan 1

 

 

50,680

 

 

$

14.98

 

 

 

62,860

 

 

$

14.97

 

Vested

 

 

(560

)

 

 

15.21

 

 

 

(560

)

 

 

15.21

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Non-vested at March 31

 

 

50,120

 

 

$

14.98

 

 

 

62,300

 

 

$

14.97

 

 

 

11. RELATED PARTY TRANSACTIONS

In November 2017, the Company engaged a third party to provide services for certain customers with large deposit balances, by offering both a competitive rate of return and FDIC insurance. Related party balances in this program totaled $5.8 million at March 31, 2022, for which the Company received no fees for customer services for the three months ended March 31, 2022 and $380 for the three months ended March 31, 2021.  

 

12. REVENUE RECOGNITION

 

The Company adopted ASU No. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all

subsequent ASUs that modified Topic 606. The following is a discussion of key revenues of fees for customer services that are within the scope of the revenue guidance:

 

 

 

     Fee income – Fee income primarily of revenue earned through cash management fees for Business Banking customers as well as fees received for placing customer deposits in a deposit placement network such that amounts are under the standard FDIC insurance maximum of $250,000 making the deposits eligible for FDIC insurance. The Company acts as an intermediary between the customer and the deposit placement network. The Company’s performance obligation is generally satisfied upon placement of the customer’s deposit in deposit placement network.

     Insufficient fund fees and other service chargesRevenue from service charges on deposit accounts is earned through cash management, wire transfer, and other deposit-related services; as well as overdraft, non-sufficient funds, account management and other deposit-related fees. Revenue is recognized for these services either over time, corresponding with deposit accounts’ monthly cycle, or at a point in time for transactional related services and fees. These revenues are included in insufficient funds fees and other service charges in the table below.

     ATM interchange and fee income ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder used a Company’s ATM. The Company’s performance obligation for ATM fee income are largely satisfied, and related revenue recognized, when the services are rendered or upon completion.

 

35


 

The following table presents non-interest income for the three months ended March 31, 2022, and March 31, 2021:

 

 

Three Months Ended

March 31,

 

(Dollars in thousands)

 

2022

 

 

2021

 

Non-Interest Income

 

 

 

 

 

 

 

 

In-scope of Topic 606:

 

 

 

 

 

 

 

 

Fee income

 

$

132

 

 

$

72

 

Insufficient fund fees

 

 

22

 

 

 

18

 

Other service charges

 

 

44

 

 

 

18

 

ATM interchange fee income

 

 

4

 

 

 

2

 

Other income

 

 

3

 

 

 

1

 

Total Non-Interest Income (in-scope of Topic 606)

 

$

205

 

 

$

111

 

 

 

 

 

 

 

 

 

 

Out-of-scope of Topic 606:

 

 

 

 

 

 

 

 

Increase in cash surrender value of bank-owned life insurance

 

$

36

 

 

$

37

 

Gain on sale of loans, net

 

 

2,357

 

 

 

4,892

 

Loss from derivative instruments

 

 

(52

)

 

 

(236

)

Gain on sale of mortgage servicing rights, net

 

 

1,029

 

 

 

 

Change in fair value for loans held-for-sale

 

 

(720

)

 

 

(709

)

Other

 

 

288

 

 

 

8

 

Total Non-Interest Income (out-scope of Topic 606)

 

 

2,938

 

 

 

3,992

 

Total Non-Interest Income (in-scope of Topic 606)

 

 

205

 

 

 

111

 

Total Noninterest Income

 

$

3,143

 

 

$

4,103

 

 

13. Leases

 

The Company adopted ASU No. 2016-02 “Leases” (Topic 842) and all subsequent ASUs that modified Topic 842. The Company elected to adopt the transition relief under ASC Topic 842 using the modified retrospective transition method. All lease agreements are accounted for as operating leases.

 

The majority of the Company’s leases are comprised of operating leases for real estate property for branches and office spaces with terms extending through 2039. The operating lease agreements are recognized on the consolidated statements of financial condition as a right-of-use (“ROU”) asset and a corresponding lease liability. The Company elected not to include short-term leases with initial terms of twelve months or less on the consolidated statements of financial condition.

 

The following table represents the classification of the Company’s ROU assets and lease liabilities in the consolidated statements of financial condition:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Lease Right-of-Use Assets

 

Classification

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

Operating lease right-of-use assets

$

8,463

 

 

$

8,669

 

Total Lease Right-of-Use Assets

 

 

$

8,463

 

 

$

8,669

 

 

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Lease Liabilities

 

Classification

 

 

 

 

 

 

 

Operating lease liabilities

 

Operating lease liabilities

$

8,838

 

 

$

9,030

 

Total Lease Liabilities

 

 

$

8,838

 

 

$

9,030

 

 

36


 

The Company’s lease agreements frequently include one or more options to renew at the Company’s discretion. If at the beginning of the lease, the Company is reasonably certain that the renewal option will be exercised, the Company will include the extended term in the calculation of the ROU asset and lease liability. For the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. If the rate is not readily determinable in the lease, the Company used its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.

 

 

 

 

March 31, 2022

 

 

December 31, 2021

 

Weighted-average remaining lease term

 

 

 

 

 

 

 

 

 

Operating leases

 

 

10.7 years

 

 

11.0 years

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

2.04

%

 

 

2.04

%

 

The components of the lease expense are as follows:

(dollars in thousands)

For the three months ended March 31, 2022

 

For the three months ended March 31, 2021

 

 

 

 

Operating lease cost

$

205

 

$

203

 

 

 

 

Short-term lease cost

 

5

 

 

7

 

 

 

 

Total

$

210

 

$

210

 

 

 

 

 

Future minimum payments for operating leases as of March 31, 2022, and December 31, 2021 were as follows:

(dollars in thousands)

March 31, 2022

 

December 31, 2021

 

Twelve Months Ended:

 

 

 

 

 

 

   Within one year

$

982

 

$

971

 

   After one but within two years

 

986

 

 

987

 

   After two but within three years

 

974

 

 

988

 

   After three but within four years

 

940

 

 

937

 

   After four but within five years

 

953

 

 

949

 

   After five years

 

5,075

 

 

5,315

 

Total Future Minimum Lease Payments

 

9,910

 

 

10,147

 

Amounts Representing Interest

 

(1,072

)

 

(1,117

)

Present Value of Net Future Minimum Lease Payments

$

8,838

 

$

9,030

 

 

14.  Segment Reporting

 

The Company has identified four reportable segments: retail banking; mortgage banking; business banking and the bank holding company. Revenue from the retail banking activities consists primarily

of interest earned on investment securities and loans and service charges on deposit accounts. Revenue from the mortgage banking and business banking activities are comprised of interest earned on loans and fees received as a result of the mortgage loan origination process. The Mortgage Banking Segment originates residential mortgage loans which are sold into the secondary market along with the loans’ servicing rights. Revenue from bank holding company activities is mainly comprised of interest earned on investment securities and intercompany income.

 

 

The following tables presents summary financial information for the reportable segments (in thousands):

 

37


 

 

For the three months ended March 31, 2022

 

 

Retail Banking

 

 

Mortgage Banking

 

 

Business Banking

 

 

Holding Company

 

 

Intercompany Eliminations

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Interest Income

$

1,295

 

 

$

178

 

 

$

2,676

 

 

$

40

 

 

$

(20

)

 

$

4,169

 

Total Interest Expense

 

152

 

 

 

17

 

 

 

256

 

 

 

113

 

 

 

(4

)

 

 

534

 

Net Interest Income

 

1,143

 

 

 

161

 

 

 

2,420

 

 

 

(73

)

 

 

(16

)

 

 

3,635

 

Provision for Loan losses

 

17

 

 

 

 

 

 

96

 

 

 

 

 

 

 

 

 

113

 

Net interest income after provision for loan losses

 

1,126

 

 

 

161

 

 

 

2,324

 

 

 

(73

)

 

 

(16

)

 

 

3,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

331

 

 

 

2,673

 

 

 

152

 

 

 

 

 

 

(13

)

 

 

3,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

1,367

 

 

 

1,276

 

 

 

1,114

 

 

 

 

 

 

(16

)

 

 

3,741

 

Other expenses

 

1,024

 

 

 

763

 

 

 

349

 

 

 

70

 

 

 

(13

)

 

 

2,193

 

Total non-interest expenses

 

2,391

 

 

 

2,039

 

 

 

1,463

 

 

 

70

 

 

 

(29

)

 

 

5,934

 

Income (loss) before income taxes

 

(934

)

 

 

795

 

 

 

1,013

 

 

 

(143

)

 

 

 

 

 

731

 

Income tax expense (benefit)

 

(171

)

 

 

146

 

 

 

185

 

 

 

(30

)

 

 

 

 

 

130

 

Net income (loss)

$

(763

)

 

$

649

 

 

$

828

 

 

$

(113

)

 

$

 

 

$

601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets as of

March 31, 2022

$

335,966

 

 

$

14,889

 

 

$

205,068

 

 

$

51,498

 

 

$

(50,895

)

 

$

556,526

 

 

 

For the three months ended March 31, 2021

 

 

Retail Banking

 

 

Mortgage Banking

 

 

Business Banking

 

 

Holding Company

 

 

Intercompany Eliminations

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Interest Income

$

1,415

 

 

$

377

 

 

$

1,994

 

 

$

34

 

 

$

(17

)

 

$

3,803

 

Total Interest Expense

 

168

 

 

 

73

 

 

 

295

 

 

 

 

 

 

 

 

 

536

 

Net Interest Income

 

1,247

 

 

 

304

 

 

 

1,699

 

 

 

34

 

 

 

(17

)

 

 

3,267

 

Provision for Loan losses

 

25

 

 

 

 

 

 

123

 

 

 

 

 

 

 

 

 

148

 

Net interest income after provision for loan losses

 

1,222

 

 

 

304

 

 

 

1,576

 

 

 

34

 

 

 

(17

)

 

 

3,119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

97

 

 

 

3,947

 

 

 

72

 

 

 

 

 

 

(13

)

 

 

4,103

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

1,170

 

 

 

1,640

 

 

 

713

 

 

 

 

 

 

(13

)

 

 

3,510

 

Other expenses

 

999

 

 

 

674

 

 

 

201

 

 

 

65

 

 

 

(17

)

 

 

1,922

 

Total non-interest expenses

 

2,169

 

 

 

2,314

 

 

 

914

 

 

 

65

 

 

 

(30

)

 

 

5,432

 

Income (loss) before income taxes

 

(850

)

 

 

1,937

 

 

 

734

 

 

 

(31

)

 

 

 

 

 

1,790

 

Income tax expense (benefit)

 

(231

)

 

 

526

 

 

 

199

 

 

 

(6

)

 

 

 

 

 

488

 

Net income (loss)

$

(619

)

 

$

1,411

 

 

$

535

 

 

$

(25

)

 

$

 

 

$

1,302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets as of

March 31, 2021

$

318,991

 

 

$

64,181

 

 

$

210,247

 

 

$

39,910

 

 

$

(37,599

)

 

$

595,730

 

 

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 certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Certain factors that could cause actual results to differ materially from expected results include, the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of coronavirus COVID-19 and any other pandemic, epidemic or health-related crisis on our operations, current customers and the economy in general, inflation and monetary fluctuations and volatility, changes in the interest rate environment, increases in nonperforming loans, legislative and regulatory changes that adversely affect the business of the Company, and changes in the securities markets. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-Q to reflect future events or developments.

Overview

HV Bancorp, Inc. provides financial services to individuals and businesses from our main office in Doylestown, Pennsylvania, and from our seven full-service banking offices located in Plumsteadville, Philadelphia, Warrington and Huntingdon Valley, Pennsylvania and Mount Laurel, New Jersey. We also operate a limited service branch in Philadelphia, Pennsylvania. Our administrative offices and executive offices are located in Doylestown, Pennsylvania. Our Business Banking office is located in Philadelphia, Pennsylvania. We have loan production and sales offices located in Mount Laurel, New Jersey, Doylestown, Pennsylvania, Huntingdon Valley, Pennsylvania and Wilmington, Delaware; and a loan origination office in Montgomeryville, Pennsylvania. Our primary market area includes Montgomery, Bucks and Philadelphia Counties in Pennsylvania, Burlington County in New Jersey and New Castle County in Delaware. Our principal business consists of attracting retail deposits from the general public in our market area and investing those deposits, together with funds generated from operations and borrowings, primarily in one-to-four family residential mortgage loans, commercial real estate loans (including multi-family loans), construction loans, home equity loans and lines of credit and, to a lesser extent, consumer loans. We retain our loans in portfolio depending on market conditions, but we primarily sell our fixed-rate one-to-four family residential mortgage loans in the secondary market. We also invest in various investment securities. Our revenue is derived principally from interest on loans and investments and loan sales. Our primary sources of funds are deposits, Federal Home Loan Bank (“FHLB”) advances and principal and interest payments on loans and securities.

Our results of operations depend primarily on our net interest income which is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities.  Our results of operations also are affected by our provision for loan losses, non-interest income and non-interest expense.  Non-interest income currently consists primarily of gains recognized from the sale of residential mortgage loans in the secondary market, fees for customer services, gain (loss) from derivative instruments, gain on sale of mortgage servicing rights, net, change in fair value of loans held-for-sale and sales of securities. Non-interest expense currently consists primarily of expenses related to salaries and employee benefits, occupancy, data processing related operations, professional fees and other expenses.  

Our results of operations also may be affected significantly by general, regional, and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.  

39


 

Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations, which may significantly affect our reported results and financial condition for the current period or in future periods.

Our critical accounting policies involving significant judgments and assumptions used in the preparation of the consolidated financial statements as of March 31, 2022, have remained unchanged from the disclosures presented in our Annual Report on Form 10-K, for the year ended December 31, 2021.  The complete list of Critical Accounting Policies are described in the Annual Report on Form 10-K, for the year ended December 31, 2021.

Comparison of Statements of Financial Condition at March 31, 2022 and at December 31, 2021

Total Assets

Total assets decreased $3.6 million to $556.5 million at March 31, 2022, from $560.1 million at December 31, 2021. The decrease was primarily the result of decreases of $27.1 million in net loans held for sale, $3.2 million in mortgage servicing rights and $1.4 million in loans receivable, net offset by increases of $27.1 million in investment securities and $1.7 million in other assets.

Cash and cash equivalents

Cash and cash equivalents increased $306,000 to $121.1 million at March 31, 2022, from $120.8 million at December 31, 2021.

Investment Securities

Investment securities increased $27.1 million or 60.9%, to $71.6 million at March 31, 2022 from $44.5 million at December 31, 2021. The increase was primarily due to purchase of $30.9 million of primarily of U.S. treasury securities, mortgage-backed, collateralized mortgage obligations and corporate notes offset by $2.5 million net unrealized loss on available-for-sale securities.

Net Loans

 

Net loans decreased $1.4 million to $323.8 million at March 31, 2022, from $325.2 million at December 31, 2021. PPP loans from Round 1 and 2 decreased by $12.6 million to $10.3 million at March 31, 2022 from $22.9 million at December 31, 2021 as a result of PPP loan forgiveness from the SBA. Commercial real estate loans decreased by $4.2 million to $112.7 million at March 31, 2022, from $116.9 million at December 31, 2021. Finally, there was a $342,000 decrease in home equity and HELOC loans from $3.2 million at December 31, 2021, to $2.8 million at March 31, 2022. Offsetting these decreases, was a $8.1 million increase in commercial business loans to $38.3 million at March 31, 2022, from $30.2 million at December 31, 2021 and a $6.8 million increase in one-to-four family residential real estate loans from $106.3 million at December 31, 2021, to $113.1 million at March 31, 2022. Construction loans increased $737,000 to $43.6 million at March 31, 2022, from $42.9 million at December 31, 2021.

 

40


 

In November 2017, the Bank entered into a loan purchase agreement with a broker to purchase a portfolio of private education loans made to American citizens attending AMA-approved medical schools in Caribbean nations. The broker serves as a lender, holder, program designer and developer, administrator, and secondary market for the loan portfolios they generate. At March 31, 2022, the balance of the private education loans was $4.3 million. The private student loans were made following a proven credit criteria and were underwritten in accordance with the Bank’s policiesAt March 31, 2022, there were two loans with a balance of approximately $66,000 that were past due 90 days or more.

 

Loans Held For Sale

Loans held for sale decreased $27.1 million to $13.4 million at March 31, 2022 from $40.5 million at December 31, 2021 as a result of originations of $77.1 million of one-to-four family residential real estate loans during the three months ended March 31, 2022, and net of principle sales of $105.9 million of loans in the secondary market during this same period.

Deposits

 

Deposits increased $2.0 million to $466.0 million at March 31, 2022 from $464.0 million at December 31, 2021. Our core deposits (consisting of demand deposits, money market, passbook and statement and checking accounts) increased $2.2 million to $434.0 million at March 31, 2022 from $431.8 million at December 31, 2021. Certificates of deposit decreased $114,000 to $32.1 million at March 31, 2022 from $32.2 million at December 31, 2021.

 

Advances from the Federal Reserve Paycheck Protection Program Liquidity Facility (“PPPLF”)

 

Advances from the Federal Reserve PPPLF decreased $2.9 million from $3.1 million at December 31, 2021 to $249,000 at March 31, 2022, as a result of repayments of $2.9 million from Paycheck Protection Program (“PPP”) loan forgiveness from the SBA.

Subordinated Debt

On May 28, 2021, the Company issued a $10.0 million subordinated note. This note has a maturity date of May 28, 2031, and bears interest at a fixed rate of 4.50% per annum through May 28, 2026. Thereafter, the note rate is adjustable and resets quarterly based on the then current 90-day average Secured Overnight Financing Rate (“SOFR”) plus 325 basis points for U.S. dollar denominated loans as published by the Federal Reserve Bank of New York. The Company may, at its option, at any time on an interest payment date, on or after May 28, 2026, redeem the notes, in whole or in part, at par plus accrued interest to the date of redemption. The balance of subordinated debt, net of unamortized debt issuance costs, was $10.0 million at March 31, 2022 and December 31, 2021.

Total Shareholders’ Equity

Total shareholders’ equity decreased $1.2 million to $41.4 million at March 31, 2022, compared to $42.6 million at December 31, 2021, primarily as a result of comprehensive loss of $1.8 million due to the fair value adjustments, net of deferred tax, on the investment securities available-for-sale portfolio and $147,000 in treasury stock repurchases primarily as part of the stock repurchase plan. Offsetting these decreases was net income of $601,000 for the three months ended March 31, 2022, share based compensation expense of $59,000, ESOP shares committed to be released of $46,000 and a stock option exercise of $21,000.

41


Comparison of Statements of Income for the Three Months Ended March 31, 2022 and March 31, 2021

General

Net income decreased $701,000 to $601,000 for the three months ended March 31, 2022, from $1.3 million for the three months ended March 31, 2021. The decrease in net income for the three months ended March 31, 2022, was primarily due to a decrease of $960,000 in non-interest income and a $502,000 increase in non-interest expense offset by a $358,000 decrease in income taxes, an increase of $368,000 in net interest income and a $35,000 decrease in provision for loan losses.

Interest Income

Total interest income increased $366,000, or 9.6%, to $4.2 million for the three months ended March 31, 2022, from $3.8 million for the three months ended March 31, 2021.  The increase was primarily the result of increases in interest and fees on loans of $270,000 and interest on investment securities of $103,000, offset by a decrease of $7,000 in interest on interest-earning deposits with banks.  The average yield on our interest-earning assets increased 79 basis points to 3.14% for the three months ended March 31, 2022, as compared to 2.35% for the three months ended March 31, 2021. Total average interest-earning assets decreased $115.1 million to $531.5 million for the three months ended March 31, 2022, from $646.6 million for the three months ended March 31, 2021. The decrease was primarily as a result of decreases in the average balance of $90.0 million in average balance of interest-earning deposits with banks, and in the average balance of loans of $46.8 million offset by an increase of $21.5 million in the average balance of investment securities.

Interest and fees on loans increased $270,000 to $3.8 million for the three months ended March 31, 2022, from $3.6 million for the same period in 2021. This increase was primarily due to an increase in the average yield on loans which increased 79 basis point to 4.39% for the three months ended March 31, 2022, versus 3.60% for the three months ended March 31, 2021. Offsetting this increase, was a decrease in the average loans outstanding of $46.8 million, which decreased to $349.7 million for the three months ended March 31, 2022, from $396.5 million for the three months ended March 31, 2021. The decrease in average loans was primarily a result of a decrease in the average balances of PPP loans and loans held for sale off set by growth in the average balances of construction loans, commercial real estate and other commercial business.  

Interest income on interest-earning deposits decreased by $7,000 to $58,000 for the three months ended March 31, 2022, from $65,000 for the three months ended March 31, 2021, primarily due to a decrease in the average balance of interest-earning deposits of $90.0 million to $132.6 million for the three months ended March 31, 2022, from $222.6 million for the three months ended March 31, 2021. Offsetting this decrease, was an increase of 5 basis points in the average yield on interest-earning deposits with banks to 0.17% for the three months ended March 31, 2022, from 0.12% for the three months ended March 31, 2021.

 

Interest on investment securities increased by $103,000 to $254,000 for the three months ended March 31, 2022, from $151,000 for the three months ended March 31, 2021, respectively as the average balance of investment securities increased by $21.5 million to $47.2 million for the three months ended March 31, 2022, from $25.7 million for the three months ended March 31, 2021. Interest on investment securities increased as a result of an $83,000 increase in income on taxable and non-taxable interest and dividend investments to $203,000 for the three months ended March 31, 2022 from $120,000 for the three months ended March 31, 2021. In addition, interest income on mortgage backed securities and collateralized mortgage obligation securities increased $20,000 to $51,000 for the three months ended March 31, 2022, from $31,000 for the three months ended March 31, 2021. The average yield on total securities decreased to 2.15% for the three months ended March 31, 2022, from 2.35% for the three months ended March 31, 2021.

42


Interest Expense

Total interest expense decreased $2,000 to $534,000 for the three months ended March 31, 2022, from $536,000 for the three months ended March 31, 2021 primarily due to a $83,000 decrease in interest expense on deposits and a $32,000 decrease in interest expense on advances from the PPPLF offset by an increase of $113,000 interest expense on subordinated debt.

Interest expense on deposits decreased $83,000 to $323,000 for the three months ended March 31, 2022, from $406,000 for the three months ended March 31, 2021, primarily as a result of a decrease in the average balance of interest bearing deposits of $106.2 million from $490.3 million as of March 31, 2021, to $384.1 million as of March 31, 2022, and was primarily as a result of a $76.9 million decrease in the average balance of our core deposit accounts and a decrease of $29.3 million in the average balance of our certificates of deposit. The average cost of deposits was 0.34% for the three months ended March 31, 2022 compared to 0.33% for the three months ended March 31, 2021. The average rate paid on money market deposits decreased to 0.49% for the three months ended March 31, 2022, from 0.59% for the three months ended March 31, 2021. The decrease in the balance of our certificates of deposits of $29.3 million from $61.6 million for the three months ended March 31, 2021, to $32.3 million for the three months ended March 31, 2022. This was primarily the result of $10.0 million reduction in the average balance of certificates of deposit issued through brokers from the three months ended March 31, 2021 to the three months ended March 31, 2022, and a decrease of $19.3 million in the average balance in retail certificate of deposits. The average cost of certificates of deposit was 0.68% for the three months ended March 31, 2022, as compared to 1.04% for the three months ended March 31, 2021.

 

Interest expense on advances from the PPPLF decreased $32,000 to $1,000 for three months ended March 31, 2022 from $33,000 for the three months ended March 31, 2021. The decrease was primarily the result of a $43.0 million decrease in the average balance in advances from the PPPLF to $1.6 million for the three months March 31, 2022 from $44.6 million for the three months March 31, 2021, and a decrease of 5 basis points in the average cost of advances from the PPPLF to 25 basis points for the three months March 31, 2022, from 30 basis points for the same period in 2021.

Interest expense on advances from the Federal Home Loan Bank was $97,000 for three months ended March 31, 2022 and for the three months ended March 31, 2021. The average balance increased $162,000 to $26.4 million for the three months ended March 31, 2022 from $26.2 million for the three months ended March 31, 2021 and the average rate on Federal Home Loan Bank advances was 1.47% for the three months ended March 31, 2021 compared to 1.48% for the three months ended March 31, 2021.

Interest expense on subordinated debt was $113,000 for the three months ended March 31, 2022. As previously discussed, on May 28, 2021, the Company issued a $10.0 million principal amount 4.50% fixed to floating rate subordinated note due 2031.

Net Interest Income

Net interest income increased $368,000 to $3.6 million for the three months ended March 31, 2022, from $3.3 million for the three months ended March 31, 2021. Our net interest-earning assets increased $23.9 million to $109.4 million for the three months ended March 31, 2022, from $85.5 million for the three months ended March 31, 2021. Our interest rate spread increased by 66 basis points to 2.63% for the three months ended March 31, 2022, from 1.97% for the three months ended March 31, 2021.  Our net interest margin increased 72 basis points to 2.74% for the three months ended March 31, 2022, from 2.02% for the three months ended March 31, 2021.  

 

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-

43


bearing liabilities, expressed both in dollars and rates, and the net interest margin.  All average balances are based on daily balances.

 

 

 

For the Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

Average Balance

 

 

Interest

Income/

Expense

 

 

Yield/

Cost (5)

 

 

Average Balance

 

 

Interest

Income/

Expense

 

 

Yield/

Cost (5)

 

 

 

(Dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

349,728

 

 

$

3,835

 

 

 

4.39

%

 

$

396,454

 

 

$

3,565

 

 

 

3.60

%

Interest-earning deposits with banks

 

 

132,604

 

 

 

58

 

 

 

0.17

%

 

 

222,606

 

 

 

65

 

 

 

0.12

%

Investment securities

 

 

47,211

 

 

 

254

 

 

 

2.15

%

 

 

25,723

 

 

 

151

 

 

 

2.35

%

Restricted investment in bank stock

 

 

1,937

 

 

 

22

 

 

 

4.54

%

 

 

1,784

 

 

 

22

 

 

 

4.93

%

Total interest-earning assets

 

 

531,480

 

 

 

4,169

 

 

 

3.14

%

 

 

646,567

 

 

 

3,803

 

 

 

2.35

%

Non-interest-earning assets

 

 

29,365

 

 

 

 

 

 

 

 

 

 

 

22,103

 

 

 

 

 

 

 

 

 

Total assets

 

$

560,845

 

 

 

 

 

 

 

 

 

 

$

668,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

145,329

 

 

 

83

 

 

 

0.23

%

 

$

274,510

 

 

 

80

 

 

 

0.12

%

Money market deposit accounts

 

 

105,572

 

 

 

129

 

 

 

0.49

%

 

 

76,738

 

 

 

114

 

 

 

0.59

%

Passbook and statement savings

   accounts

 

 

37,903

 

 

 

11

 

 

 

0.12

%

 

 

31,471

 

 

 

12

 

 

 

0.15

%

Checking accounts-Municipal

 

 

63,031

 

 

 

45

 

 

 

0.29

%

 

 

45,980

 

 

 

40

 

 

 

0.35

%

Certificates of deposit

 

 

32,262

 

 

 

55

 

 

 

0.68

%

 

 

61,553

 

 

 

160

 

 

 

1.04

%

Total deposits

 

 

384,097

 

 

 

323

 

 

 

0.34

%

 

 

490,252

 

 

 

406

 

 

 

0.33

%

Federal Home Loan Bank advances

 

 

26,438

 

 

 

97

 

 

 

1.47

%

 

 

26,276

 

 

 

97

 

 

 

1.48

%

Federal Reserve PPPLF advances

 

 

1,578

 

 

 

1

 

 

 

0.25

%

 

 

44,558

 

 

 

33

 

 

 

0.30

%

Subordinated debt

 

 

9,997

 

 

 

113

 

 

 

4.52

%

 

 

 

 

 

 

 

0.00%

 

Total interest-bearing liabilities

 

 

422,110

 

 

 

534

 

 

 

0.51

%

 

 

561,086

 

 

 

536

 

 

 

0.38

%

Non-interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking

 

 

86,123

 

 

 

 

 

 

 

 

 

 

 

55,954

 

 

 

 

 

 

 

 

 

Other

 

 

11,165

 

 

 

 

 

 

 

 

 

 

 

13,850

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

519,398

 

 

 

 

 

 

 

 

 

 

 

630,890

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

41,447

 

 

 

 

 

 

 

 

 

 

 

37,780

 

 

 

 

 

 

 

 

 

Total liabilities and Shareholders'

   equity

 

$

560,845

 

 

 

 

 

 

 

 

 

 

$

668,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

3,635

 

 

 

 

 

 

 

 

 

 

$

3,267

 

 

 

 

 

Interest rate spread (2)

 

 

 

 

 

 

 

 

 

 

2.63

%

 

 

 

 

 

 

 

 

 

 

1.97

%

Net interest-earning assets (3)

 

$

109,370

 

 

 

 

 

 

 

 

 

 

$

85,481

 

 

 

 

 

 

 

 

 

Net interest margin (4)

 

 

 

 

 

 

 

 

 

 

2.74

%

 

 

 

 

 

 

 

 

 

 

2.02

%

Average interest-earning assets to

    average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

125.91

%

 

 

 

 

 

 

 

 

 

 

115.23

%

 

(1)

Includes loans held for sale.

(2)

Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.

(3)

Net interest-earning assets represent total average interestearning assets less total interest–bearing liabilities.

(4)

Net interest margin represents net interest income divided by total average interest-earning assets.

(5)

Annualized.

44


 

 

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated.  The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns.

For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

 

 

 

For the Three Months Ended

March 31, 2022 vs 2021

 

 

 

Increase (Decrease) Due to

 

 

Total

Increase

 

 

 

Volume

 

 

Rate

 

 

(Decrease)

 

 

 

(In thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

(709

)

 

$

979

 

 

$

270

 

Interest-earning deposits with banks

 

 

(45

)

 

 

38

 

 

 

(7

)

Investment securities

 

 

146

 

 

 

(43

)

 

 

103

 

Restricted investment in bank stock

 

 

3

 

 

 

(3

)

 

 

 

Total interest-earning assets

 

 

(605

)

 

 

971

 

 

 

366

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

 

(67

)

 

 

70

 

 

 

3

 

Money market deposit accounts

 

 

61

 

 

 

(46

)

 

 

15

 

Passbook and statement savings accounts

 

 

4

 

 

 

(5

)

 

 

(1

)

Checking accounts-Municipal

 

 

21

 

 

 

(16

)

 

 

5

 

Certificates of deposit

 

 

(27

)

 

 

(78

)

 

 

(105

)

Total deposits

 

 

(8

)

 

 

(75

)

 

 

(83

)

Federal Home Loan Bank advances

 

 

1

 

 

 

(1

)

 

 

 

Federal Reserve PPPLF

 

 

(20

)

 

 

(12

)

 

 

(32

)

Subordinated debt

 

 

113

 

 

 

 

 

 

113

 

Total interest-bearing liabilities

 

 

86

 

 

 

(88

)

 

 

(2

)

Change in net interest income

 

$

(691

)

 

$

1,059

 

 

$

368

 

Provision for Loan Losses

We establish a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimated at the balance sheet date. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates, as more information becomes available or economic conditions change. However, due to the uncertainty of the impact, the Company will continue to monitor and additional adjustment to the allowance for loan losses may be necessary.

This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as circumstances change as more information becomes available. The allowance for loan losses is assessed on a quarterly basis and provisions are made for loan losses as required in order to maintain the allowance for loan losses.

Provision for loan losses decreased by $35,000 to $113,000 for the three months ended March 31, 2022, from $148,000 for the three months ended March 31, 2021. Non-performing loans decreased $1.2 million,

45


or 31.6% from $3.8 million at December 31, 2021, to $2.6 million as of March 31, 2022, as a result of a decrease in one construction loan totaling $1.0 million and $243,000 decrease in medical education loans compared to December 31, 2021. During the three months ended March 31, 2022, there were net charge-offs of $35,000 recorded. During the three months ended March 31, 2021, there were $172,000 net charge-offs recorded.

Non-Interest Income

 

Non-interest income decreased $960,000 or 23.4% to $3.1 million for the three months ended March 31, 2022, from $4.1 million for the three months ended March 31, 2021. Non-interest income decreased $960,000 compared to the same period in 2021 primarily due to a decrease of $2.5 million decrease in the gain on sale of loans, net offset by a $1.0 million gain on sale of mortgage servicing rights, net, and increase in other income of $283,000. The gain on sale of loans, net decreased $2.5 million to $2.4 million for the three months ended March 31, 2022 compared to $4.9 million for the three months ended March 31, 2021 primarily as a result of lower loan sales which decreased $99.1 million from $205.0 million for the three months ended March 31, 2021 to $105.9 million for the three months ended March 31, 2022. Offsetting this decrease, was a $1.0 million gain on sale of mortgage servicing right, net resulting from the sale of approximately $3.2 million of the mortgage servicing rights during the three months ended March 31, 2022. Other income increased $283,000 to $291,000 for the three months ended March 31, 2022 from $8,000 for the three months ended March 31, 2021. Included in other income for the three months ended was $209,000 in gain on settlement of bank-owned life insurance (“BOLI”).

 

Non-Interest Expense

Non-interest expense increased $502,000 or 9.2% to $5.9 million for the three months ended March 31, 2022, from $5.4 million for the three months ended March 31, 2021. The increase for the three months ended March 31, 2022, compared to the three months of March 31, 2021, was primarily as a result of an increase of $287,000 in other expenses and $231,000 in salaries and employee benefits.

 

Salaries and employee benefits expense increased by $231,000 to $3.7 million for the three months ended March 31, 2022, from $3.5 million for the three months ended March 31, 2021. Salaries increased as result of an increase in full time equivalent (FTE) employees to one hundred forty-five as of March 31, 2022, from one hundred thirty-nine as of March 31, 2021 primarily as a result of the expansion of the Company’s lending and business banking operations. Other expenses increased $287,000 or 55.1%, to $808,000 for the three months ended March 31, 2022 from $521,000 for the three months ended March 31, 2021 due to increased expenses related to organizational expenses as we continue to grow and expand into new markets.

Income Tax Expense

Income tax expense was $130,000 for the three months ended March 31, 2022, compared to $488,000 in expense for the three months ended March 31, 2021. Federal income taxes included in total taxes for the three months ended March 31, 2022 and 2021 was $106,000 and $343,000, respectively, with effective federal tax rates of 14.5% and 19.2%. The decrease in the effective tax rate for the three months ended March 31, 2022, compared to the same period a year ago reflected BOLI death benefits and decrease in income before taxes.

 

For the three months ended March 31, 2022 and 2021, Pennsylvania state tax was $4,000 and $135,000, respectively, with effective rate of 0.6% and 8.1%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2022, compared to the same period a year ago reflected a decrease in income before taxes. In addition, New Jersey state tax was $20,000 and $10,000 for the three months ended March 31, 2022 and 2021, respectively.

 

46


 

 

 

Non-Performing Assets We define non-performing loans as loans that are either non-accruing or accruing whose payments are 90 days or more past due and non-accruing TDRs. Non-performing assets, including non-performing loans and other real estate owned, totaled $2.6 million, or 0.5% of total assets, at March 31, 2022. There were no non-accruing TDRs at March 31, 2022, and at December 31, 2021. The following table sets forth the amounts and categories of our non-performing assets at the dates indicated.  There were no accruing loans past due 90 days or more at March 31, 2022, and at December 31, 2021.

 

 

 

At March 31,

 

 

At December 31,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in thousands)

 

Non-accrual loans:

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

One-to-four family

 

$

1,100

 

 

$

1,064

 

Home equity & HELOCs

 

 

68

 

 

 

68

 

Commercial:

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

Commercial business

 

 

95

 

 

 

95

 

SBA PPP loans

 

 

 

 

 

 

Main Street Lending Program

 

 

 

 

 

 

Construction

 

 

192

 

 

 

1,168

 

Consumer:

 

 

 

 

 

 

 

 

Medical education

 

 

1,115

 

 

 

1,358

 

Total non-accrual loans

 

 

2,570

 

 

 

3,753

 

 

 

 

 

 

 

 

 

 

Loans accruing past 90 days

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-performing loans

 

 

2,570

 

 

 

3,753

 

 

 

 

 

 

 

 

 

 

Real estate owned

 

 

 

 

 

 

Other non-performing assets

 

 

 

 

 

 

Total non-performing assets

 

$

2,570

 

 

$

3,753

 

 

 

 

 

 

 

 

 

 

Ratios:

 

 

 

 

 

 

 

 

Total non-performing loans to total

   loans receivable

 

 

0.79

%

 

 

1.14

%

Total non-performing loans to total

   assets

 

 

0.46

%

 

 

0.67

%

Total non-performing assets to total

   assets

 

 

0.46

%

 

 

0.67

%

 

47


 

Allowance for Loan Losses  

The following table sets forth activity in our allowance for loan losses for the periods indicated.

 

 

 

For the

Three Months Ended

March 31,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in thousands)

 

Balance at beginning of year

 

$

2,368

 

 

$

2,017

 

 

 

 

 

 

 

 

 

 

Charge-offs:

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

One-to-four family

 

 

 

 

 

 

Home equity & HELOCs

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

Construction

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

Medical education

 

 

(36

)

 

 

(172

)

Other

 

 

 

 

 

 

Total charge-offs

 

 

(36

)

 

 

(172

)

 

 

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

 

 

One-to-four family

 

 

 

 

 

 

Home equity & HELOCs

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

Construction

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

Medical education

 

 

1

 

 

 

 

Other

 

 

 

 

 

 

Total recoveries

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

Net charge-offs

 

 

(35

)

 

 

(172

)

Provision for loan losses

 

 

113

 

 

 

148

 

Balance at end of period

 

$

2,446

 

 

$

1,993

 

 

 

 

 

 

 

 

 

 

Ratios:

 

 

 

 

 

 

 

 

Net charge-offs to average loans outstanding

 

 

(0.01)

%

 

 

(0.05

)%

Allowance for loan losses to non-performing

   loans at end of period

 

 

95.18

%

 

 

67.65

%

Allowance for loan losses to total loans at

   end of period

 

 

0.75

%

 

 

0.58

%

 

48


 

Liquidity and Capital Resources

Liquidity Management. Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business.  Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures.  Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from sales of loans and securities, and matured loans and securities. In addition, we can use brokered certificates of deposit as a funding source of our asset base. As of March 31, 2022 and December 31, 2021, there were no brokered certificates of deposit outstanding.  We also have the ability to borrow from the FHLB of Pittsburgh. Huntingdon Valley Bank had FHLB of Pittsburgh advances of $27.0 million outstanding with unused borrowing capacity of $39.9 million as of March 31, 2022. The Bank had advances from the PPPLF of $249,000 as of March 31, 2022. Additionally, at March 31, 2022, the Bank has the ability to borrow $6.0 million from Atlantic Community Bankers Bank and HV Bancorp Inc. has the ability to borrow up to $3.0 million for a total of $9.0 million. We have not borrowed against the credit lines with Atlantic Community Bankers Bank for the three months ended March 31, 2022.

The board of directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of March 31, 2022.

We monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-earning deposits in other banks.  The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2022, cash and cash equivalents totaled $121.1 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $71.6 million at March 31, 2022.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities.  Net cash provided by operating activities was $28.8 million and $24.4 million for the three months ended March 31, 2022 and March 31, 2021, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from maturing securities, was $27.1 million and $33.0 million for the three months ended March 31, 2022, and March 31, 2021, respectively. Net cash used in financing activities was $1.3 million for the three months ended March 31, 2022 compared to net cash provided by financing activities of $267.8 million for the three months ended March 31, 2021, respectively. Net cash used in financing activities for the three months ended March 31, 2022, consisted primarily of repayments of $2.9 million from the PPPLF, $393,000 net decrease in advances from borrowers for taxes and insurance and purchases of treasury stock of $147,000 offset by an increase in deposits of $2.0 million. Net cash used in financing activities for the three months ended March 31, 2021 consisted primarily of decreases in deposits of $253.6 million, $13.4 million in repayments in PPPLF advances from the Federal Reserve, $513,000 decrease in advances from borrowers for taxes and insurance and purchases of treasury stock of $263,000.

We are committed to maintaining a strong liquidity position.  We monitor our liquidity position on a daily basis.  We anticipate that we will have sufficient funds to meet our current funding commitments.  Certificates of deposit due within one year of March 31, 2022, totaled $24.1 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay.  We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.  

49


Capital Management.  The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2022, the Bank exceeded all regulatory capital requirements and was considered “well capitalized” under regulatory guidelines.  

Regulatory Capital

Information presented for March 31, 2022, and December 31, 2021, reflects the Basel III capital requirements that became effective January 1, 2015, for the Bank. Under these capital requirements and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk- weightings and other factors.

Federal bank regulators require the Bank maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity Tier 1 capital to risk-weighted assets of 4.5%, Tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. At March 31, 2022, the Bank met all the capital adequacy requirements to which it was subject. At March 31, 2022, the Bank was “well capitalized” under the regulatory framework for prompt corrective action. In February 2022, the Company infused $5.0 million to the Bank as Tier 1 capital. To be “well capitalized,” the Bank must maintain minimum leverage, common equity Tier 1 risk-based, Tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Management believes that no conditions or events have occurred since March 31, 2022 that would materially adversely change the Bank’s capital classifications.

The Bank’s actual capital amounts and ratios are presented in the table (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under the Prompt

 

 

 

 

 

 

 

 

 

 

Capital Adequacy

 

Corrective Action

 

 

Actual

 

 

Purposes

 

Provision

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

Ratio

 

Amount

 

Ratio

As of March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total risk-based capital (to

   risk-weighted assets)

 

$

53,649

 

 

 

14.5

%

 

$>29,539

 

> 8.0%

 

$>36,924

 

>10.0%

Tier 1 capital (to risk-weighted

   assets)

 

 

51,203

 

 

 

13.9

 

 

>22,154

 

> 6.0%

 

>29,539

 

>  8.0%

Tier 1 capital (to average assets)

 

 

51,203

 

 

 

9.2

 

 

>22,214

 

> 4.0%

 

>27,768

 

>  5.0%

Tier 1 common equity (to risk

   -weighted assets)

 

 

51,203

 

 

 

13.9

 

 

>16,616

 

> 4.5%

 

>24,000

 

>  6.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total risk-based capital (to

   risk-weighted assets)

 

$

47,797

 

 

 

13.1

%

 

$>29,168

 

> 8.0%

 

$>36,460

 

>10.0%

Tier 1 capital (to risk-weighted

   assets)

 

 

45,429

 

 

 

12.5

 

 

>21,876

 

> 6.0%

 

>29,168

 

>  8.0%

Tier 1 capital (to average assets)

 

 

45,429

 

 

 

8.2

 

 

>22,045

 

> 4.0%

 

>27,557

 

>  5.0%

Tier 1 common equity (to risk

   -weighted assets)

 

 

45,429

 

 

 

12.5

 

 

>16,407

 

> 4.5%

 

>23,699

 

>  6.5%

 

As a licensed mortgagee, the Bank is subject to the rules and regulations of the Department of Housing and Urban Development (“HUD”), Federal Housing Authority (“FHA”) and state regulatory authorities with respect to originating, processing and selling loans. Those rules and regulations, among other things, require the maintenance of minimum net worth levels (which vary based on the portfolio of FHA loans originated by the Bank). Failure to meet the net worth requirements could adversely impact the ability of the Bank to originate loans and access secondary markets. As of March 31, 2022, and December 31, 2021, the Bank maintained the minimum required net worth levels.  

50


The Bank must hold a capital conservation buffer above its minimum risk-based capital requirements. As of March 31, 2022, the Bank is required to maintain a capital conservation buffer of 2.50%. At March 31, 2022, the Bank met the capital conservation buffer requirements.  Failure to maintain the full amount of the buffer will result in restrictions on the Bank’s ability to make capital distributions and to pay discretionary bonuses to executive officers.

 

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit.  While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At March 31, 2022, we had outstanding commitments to originate loans of $60.2 million, unused lines of credit totaling $79.6 million and $655,000 in stand-by letters of credit outstanding. We had $57.1 million outstanding in letters of credit issued by the FHLB to secure certain deposits. We anticipate that we will have sufficient funds available to meet our current lending commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2022, totaled $24.1 million of total deposits. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

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

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4 – Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of March 31, 2022.  Based on their evaluation of the Company's disclosure controls and procedures, the Company's Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the first fiscal quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

At March 31, 2022, the Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company. In addition, no material proceedings are pending or known to be threatened or contemplated against the Company or its subsidiary by governmental authorities.

Item 1A – Risk Factors

Not required for smaller reporting companies

51


Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

Purchase of Equity Securities

The Company’s repurchases of its common stock made during the quarter ended March 31, 2022 are set forth in the table below:

 

Period

 

Total Number of Shares (1)

 

 

Average Price Paid per share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

January 1, 2022- January 31, 2022

 

 

1,227

 

 

$

21.69

 

 

 

1,227

 

 

 

97,218

 

February 1, 2022- February 28, 2022

 

 

5,067

 

 

 

21.25

 

 

 

4,876

 

 

 

92,342

 

March 1, 2022- March 31, 2022

 

 

604

 

 

 

22.37

 

 

 

604

 

 

 

91,738

 

Total

 

 

6,898

 

 

$

21.43

 

 

 

6,707

 

 

 

 

 

 

 

(1) During the first quarter of 2022, 191 shares were acquired from an employee in connection with income tax withholdings related to the vesting of restricted stock issued as part of the 2018 Equity Incentive Plan. The issuance of these shares was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by Section 4(a) (2) thereof. The participants under the 2018 Equity Incentive Plan are “Accredited Investors”, as defined in Rule 501(a) under the Securities Act. These transactions did not involve a public offering and occurred without general solicitation or advertising. The shares were purchased at the closing price of the Company’s common stock on the dates of purchase.

 

(2) In April 2019, a stock repurchase plan was approved to repurchase up to 100,000 shares of the Company’s outstanding common stock. There is no expiration date for this plan. In February 2021, the Board of Directors approved a plan to repurchase in the open market and privately negotiated transactions, up to 100,000 shares of the Company’s outstanding common stock. This plan supplements the previous repurchase plan.

Item 3 – Defaults upon Senior Securities

Not Applicable

Item 4 – Mine Safety Disclosures

Not Applicable

Item 5 – Other Information

None

52


Item 6 – Exhibits

 

 

 

 

  31.1

  

Rule 13a-14(a) Certification of the Chief Executive Officer *

 

 

  31.2

  

Rule 13a-14(a) Certification of the Chief Financial Officer *

 

 

  32

  

Section 1350 Certification *

 

 

101.INS

  

Inline XBRL Instance Document

 

 

101.SCH

  

Inline XBRL Taxonomy Extension Schema Document

 

 

101.CAL

  

Inline XBRL Taxonomy Calculation Linkbase Document

 

 

101.DEF

  

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB

  

Inline XBRL Taxonomy Label Linkbase Document

 

 

101.PRE

  

Inline XBRL Taxonomy Presentation Linkbase Document

 

104

  

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 has been formatted in Inline XBRL and is included in Exhibits 101.

 

 

 

*

Filed herewith

 

 

 

 

 

53


 

SIGNATURES

HV BANCORP, INC.

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.

 

 

 

HV BANCORP, INC.

 

 

 

Date: May 13, 2022

By:

/s/ Travis J. Thompson

 

 

Travis J. Thompson

 

 

Chief Executive Officer

 

 

(Duly Authorized Officer)

 

 

 

Date: May 13, 2022

By:

/s/ Joseph C. O’Neill, Jr.

 

 

Joseph C. O’Neill, Jr.

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

54