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Kearny Financial Corp. - Quarter Report: 2020 December (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 December 31, 2020

OR

 

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

 

For the transition period from              to             

Commission File Number 001-37399

 

KEARNY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Maryland

  

30-0870244

(State or other jurisdiction of
incorporation or organization)

  

(I.R.S. Employer
Identification Number)

 

 

 

120 Passaic Ave., Fairfield, New Jersey

  

07004

(Address of principal executive offices)

  

(Zip Code)

Registrant’s telephone number, including area code

973-244-4500

 

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

 

KRNY

 

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 filers,” “accelerated filers,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No 

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 2, 2021.

$0.01 par value common stock — 84,200,261 shares outstanding

 

 


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

INDEX

 

 

 

 

 

Page

Number

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1:

 

Financial Statements

 

 

 

 

 

 

 

 

 

Consolidated Statements of Financial Condition at December 31, 2020 (Unaudited) and June 30, 2020

 

1

 

 

 

 

 

 

 

Consolidated Statements of Income for the Three and Six Months Ended December 31, 2020 and December 31, 2019 (Unaudited)

 

2

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2020 and December 31, 2019 (Unaudited)

 

4

 

 

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended December 31, 2020 and December 31, 2019 (Unaudited)

 

5

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2020 and December 31, 2019 (Unaudited)

 

7

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

9

 

 

 

 

 

Item 2:

 

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

 

49

 

 

 

 

 

Item 3:

 

Quantitative and Qualitative Disclosure About Market Risk

 

65

 

 

 

 

 

Item 4:

 

Controls and Procedures

 

67

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

Item 1:

 

Legal Proceedings

 

68

 

 

 

 

 

Item 1A:

 

Risk Factors

 

68

 

 

 

 

 

Item 2:

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

68

 

 

 

 

 

Item 3:

 

Defaults Upon Senior Securities

 

68

 

 

 

 

 

Item 4:

 

Mine Safety Disclosures

 

68

 

 

 

 

 

Item 5:

 

Other Information

 

68

 

 

 

 

 

Item 6:

 

Exhibits

 

69

 

 

 

 

 

SIGNATURES

 

70

 

 

 

 


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands, Except Share and Per Share Data)

 

 

December 31,

 

 

June 30,

 

 

2020

 

 

2020

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash and amounts due from depository institutions

$

23,968

 

 

$

20,391

 

Interest-bearing deposits in other banks

 

105,726

 

 

 

160,576

 

Cash and cash equivalents

 

129,694

 

 

 

180,967

 

Investment securities available for sale, at fair value (amortized cost $1,671,935), net of

allowance for credit losses of $0 at December 31, 2020

 

1,695,893

 

 

 

1,385,703

 

Investment securities held to maturity (fair value $31,063 and $34,069), respectively, net of

allowance for credit losses of $0 at December 31, 2020

 

29,549

 

 

 

32,556

 

Loans held-for-sale

 

12,601

 

 

 

20,789

 

Loans receivable

 

4,828,634

 

 

 

4,498,397

 

Less: allowance for credit losses on loans

 

(63,386

)

 

 

(37,327

)

Net loans receivable

 

4,765,248

 

 

 

4,461,070

 

Premises and equipment

 

61,181

 

 

 

57,389

 

Federal Home Loan Bank ("FHLB") of New York stock

 

45,578

 

 

 

58,654

 

Accrued interest receivable

 

19,826

 

 

 

17,373

 

Goodwill

 

210,895

 

 

 

210,895

 

Core deposit intangibles

 

4,151

 

 

 

3,995

 

Bank owned life insurance

 

280,235

 

 

 

262,380

 

Deferred income tax assets, net

 

30,846

 

 

 

25,480

 

Other real estate owned

 

178

 

 

 

178

 

Other assets

 

49,278

 

 

 

40,746

 

Total Assets

$

7,335,153

 

 

$

6,758,175

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Non-interest-bearing

$

518,828

 

 

$

419,138

 

Interest-bearing

 

4,793,785

 

 

 

4,011,144

 

Total deposits

 

5,312,613

 

 

 

4,430,282

 

Borrowings

 

865,651

 

 

 

1,173,165

 

Advance payments by borrowers for taxes

 

16,100

 

 

 

16,569

 

Other liabilities

 

48,448

 

 

 

53,982

 

Total Liabilities

 

6,242,812

 

 

 

5,673,998

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 100,000,000 shares authorized;

  none issued and outstanding

 

-

 

 

 

-

 

Common stock, $0.01 par value; 800,000,000 shares authorized;

  84,938,272 shares and 83,663,192 shares issued and outstanding, respectively

 

849

 

 

 

837

 

Paid-in capital

 

724,389

 

 

 

722,871

 

Retained earnings

 

388,376

 

 

 

387,911

 

Unearned employee stock ownership plan shares;

  2,859,940 shares and 2,960,289 shares, respectively

 

(27,726

)

 

 

(28,699

)

Accumulated other comprehensive income

 

6,453

 

 

 

1,257

 

Total Stockholders' Equity

 

1,092,341

 

 

 

1,084,177

 

Total Liabilities and Stockholders' Equity

$

7,335,153

 

 

$

6,758,175

 

 

See notes to unaudited consolidated financial statements.

 

- 1 -


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

49,466

 

 

$

45,608

 

 

$

101,646

 

 

$

94,208

 

Taxable investment securities

 

 

7,707

 

 

 

9,698

 

 

 

15,043

 

 

 

19,026

 

Tax-exempt investment securities

 

 

433

 

 

 

666

 

 

 

887

 

 

 

1,359

 

Other interest-earning assets

 

 

787

 

 

 

1,210

 

 

 

1,701

 

 

 

2,488

 

Total Interest Income

 

 

58,393

 

 

 

57,182

 

 

 

119,277

 

 

 

117,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

8,647

 

 

 

15,590

 

 

 

19,709

 

 

 

31,645

 

Borrowings

 

 

5,193

 

 

 

6,985

 

 

 

10,853

 

 

 

14,142

 

Total Interest Expense

 

 

13,840

 

 

 

22,575

 

 

 

30,562

 

 

 

45,787

 

Net Interest Income

 

 

44,553

 

 

 

34,607

 

 

 

88,715

 

 

 

71,294

 

(Reversal of) provision for credit losses

 

 

(1,365

)

 

 

(1,465

)

 

 

2,694

 

 

 

(2,247

)

Net Interest Income after (Reversal of) Provision for

Credit Losses

 

 

45,918

 

 

 

36,072

 

 

 

86,021

 

 

 

73,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees and service charges

 

 

1,896

 

 

 

2,145

 

 

 

2,972

 

 

 

3,613

 

Gain (loss) on sale and call of securities

 

 

813

 

 

 

11

 

 

 

436

 

 

 

(3

)

Gain on sale of loans

 

 

2,378

 

 

 

668

 

 

 

4,268

 

 

 

1,273

 

Loss on sale and write down of other real estate

owned

 

 

-

 

 

 

(28

)

 

 

-

 

 

 

(28

)

Income from bank owned life insurance

 

 

1,596

 

 

 

1,576

 

 

 

3,192

 

 

 

3,156

 

Electronic banking fees and charges

 

 

404

 

 

 

293

 

 

 

809

 

 

 

611

 

Bargain purchase gain

 

 

-

 

 

 

-

 

 

 

3,053

 

 

 

-

 

Other income

 

 

67

 

 

 

(111

)

 

 

157

 

 

 

(106

)

Total Non-Interest Income

 

 

7,154

 

 

 

4,554

 

 

 

14,887

 

 

 

8,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

17,081

 

 

 

15,174

 

 

 

34,058

 

 

 

30,951

 

Net occupancy expense of premises

 

 

3,120

 

 

 

3,082

 

 

 

6,242

 

 

 

6,051

 

Equipment and systems

 

 

3,902

 

 

 

3,046

 

 

 

7,472

 

 

 

6,135

 

Advertising and marketing

 

 

513

 

 

 

890

 

 

 

1,013

 

 

 

1,425

 

Federal deposit insurance premium

 

 

490

 

 

 

-

 

 

 

962

 

 

 

-

 

Directors' compensation

 

 

748

 

 

 

769

 

 

 

1,496

 

 

 

1,539

 

Merger-related expenses

 

 

-

 

 

 

219

 

 

 

4,349

 

 

 

219

 

Debt extinguishment expenses

 

 

796

 

 

 

-

 

 

 

796

 

 

 

-

 

Other expense

 

 

3,860

 

 

 

3,247

 

 

 

7,695

 

 

 

6,351

 

Total Non-Interest Expense

 

 

30,510

 

 

 

26,427

 

 

 

64,083

 

 

 

52,671

 

Income before Income Taxes

 

 

22,562

 

 

 

14,199

 

 

 

36,825

 

 

 

29,386

 

Income tax expense

 

 

5,614

 

 

 

3,547

 

 

 

8,498

 

 

 

7,364

 

Net Income

 

$

16,948

 

 

$

10,652

 

 

$

28,327

 

 

$

22,022

 

 

See notes to unaudited consolidated financial statements.

 

- 2 -


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Continued)

(In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net Income per Common Share (EPS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.20

 

 

$

0.13

 

 

$

0.33

 

 

$

0.26

 

Diluted

 

$

0.20

 

 

$

0.13

 

 

$

0.33

 

 

$

0.26

 

Weighted Average Number of Common Shares

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

85,120

 

 

 

82,831

 

 

 

85,564

 

 

 

83,794

 

Diluted

 

 

85,123

 

 

 

82,876

 

 

 

85,566

 

 

 

83,835

 

 

See notes to unaudited consolidated financial statements.

 

 

 

- 3 -


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net Income

$

16,948

 

 

$

10,652

 

 

$

28,327

 

 

$

22,022

 

Other Comprehensive Income (Loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain (loss) on securities available

for sale

 

504

 

 

 

(2,030

)

 

 

1,292

 

 

 

5,263

 

Amortization of net unrealized loss on securities

available for sale transferred to held to maturity

 

-

 

 

 

-

 

 

 

-

 

 

 

421

 

Net realized (gain) loss on sale and call of

securities available for sale

 

(571

)

 

 

(8

)

 

 

(306

)

 

 

1

 

Fair value adjustments on derivatives

 

2,531

 

 

 

1,300

 

 

 

4,176

 

 

 

(907

)

Benefit plan adjustments

 

15

 

 

 

3

 

 

 

34

 

 

 

338

 

Total Other Comprehensive Income (Loss)

 

2,479

 

 

 

(735

)

 

 

5,196

 

 

 

5,116

 

Total Comprehensive Income

$

19,427

 

 

$

9,917

 

 

$

33,523

 

 

$

27,138

 

 

See notes to unaudited consolidated financial statements.

 

 

 

- 4 -


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands, Except Share and Per Share Data, Unaudited)

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Unearned

ESOP

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Income

 

 

Total

 

Balance - September 30, 2019

 

86,786

 

 

$

868

 

 

$

758,385

 

 

$

373,004

 

 

$

(30,158

)

 

$

8,690

 

 

$

1,110,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

10,652

 

 

 

-

 

 

 

-

 

 

 

10,652

 

Other comprehensive loss, net

  of income tax

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(735

)

 

 

(735

)

ESOP shares committed to be

  released (50 shares)

 

-

 

 

 

-

 

 

 

207

 

 

 

-

 

 

 

487

 

 

 

-

 

 

 

694

 

Stock option expense

 

-

 

 

 

-

 

 

 

466

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

466

 

Share repurchases

 

(1,574

)

 

 

(16

)

 

 

(21,656

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(21,672

)

Restricted stock plan shares

  earned (70 shares)

 

-

 

 

 

-

 

 

 

1,014

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,014

 

Cancellation of shares issued for

  restricted stock awards

 

(62

)

 

 

(1

)

 

 

(877

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(878

)

Cash dividends declared

  ($0.07 per common share)

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,760

)

 

 

-

 

 

 

-

 

 

 

(5,760

)

Balance - December 31, 2019

 

85,150

 

 

$

851

 

 

$

737,539

 

 

$

377,896

 

 

$

(29,671

)

 

$

7,955

 

 

$

1,094,570

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Unearned

ESOP

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Income

 

 

Total

 

Balance - June 30, 2019

 

89,126

 

 

$

891

 

 

$

787,394

 

 

$

366,679

 

 

$

(30,644

)

 

$

2,839

 

 

$

1,127,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

22,022

 

 

 

-

 

 

 

-

 

 

 

22,022

 

Other comprehensive income, net

  of income tax

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,116

 

 

 

5,116

 

ESOP shares committed to be

  released (100 shares)

 

-

 

 

 

-

 

 

 

380

 

 

 

-

 

 

 

973

 

 

 

-

 

 

 

1,353

 

Stock option expense

 

-

 

 

 

-

 

 

 

917

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

917

 

Share repurchases

 

(3,900

)

 

 

(39

)

 

 

(52,215

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(52,254

)

Restricted stock plan shares

  earned (138 shares)

 

-

 

 

 

-

 

 

 

1,999

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,999

 

Cancellation of shares issued for

  restricted stock awards

 

(76

)

 

 

(1

)

 

 

(936

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(937

)

Cash dividends declared

  ($0.13 per common share)

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,805

)

 

 

-

 

 

 

-

 

 

 

(10,805

)

Balance - December 31, 2019

 

85,150

 

 

$

851

 

 

$

737,539

 

 

$

377,896

 

 

$

(29,671

)

 

$

7,955

 

 

$

1,094,570

 

 

See notes to unaudited consolidated financial statements.

- 5 -


KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands, Except Share and Per Share Data, Unaudited)

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Unearned

ESOP

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Income

 

 

Total

 

Balance - September 30, 2020

 

89,510

 

 

$

895

 

 

$

769,269

 

 

$

378,134

 

 

$

(28,212

)

 

$

3,974

 

 

$

1,124,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

16,948

 

 

 

-

 

 

 

-

 

 

 

16,948

 

Other comprehensive income, net

  of income tax

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,479

 

 

 

2,479

 

ESOP shares committed to be

  released (50 shares)

 

-

 

 

 

-

 

 

 

(12

)

 

 

-

 

 

 

486

 

 

 

-

 

 

 

474

 

Stock option expense

 

-

 

 

 

-

 

 

 

455

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

455

 

Share repurchases

 

(4,509

)

 

 

(45

)

 

 

(45,659

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(45,704

)

Restricted stock plan shares

  earned (69 shares)

 

-

 

 

 

-

 

 

 

975

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

975

 

Cancellation of shares issued for

  restricted stock awards

 

(63

)

 

 

(1

)

 

 

(639

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(640

)

Cash dividends declared

  ($0.08 per common share)

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,706

)

 

 

-

 

 

 

-

 

 

 

(6,706

)

Balance - December 31, 2020

 

84,938

 

 

$

849

 

 

$

724,389

 

 

$

388,376

 

 

$

(27,726

)

 

$

6,453

 

 

$

1,092,341

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Unearned

ESOP

 

 

Accumulated

Other

Comprehensive

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Shares

 

 

Income

 

 

Total

 

Balance - June 30, 2020

 

83,663

 

 

$

837

 

 

$

722,871

 

 

$

387,911

 

 

$

(28,699

)

 

$

1,257

 

 

 

1,084,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of change in

accounting principle - Topic 326

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,239

)

 

 

-

 

 

 

-

 

 

 

(14,239

)

Balance - July 1, 2020 as

adjusted for change in

accounting principle

 

83,663

 

 

 

837

 

 

 

722,871

 

 

 

373,672

 

 

 

(28,699

)

 

 

1,257

 

 

 

1,069,938

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

28,327

 

 

 

-

 

 

 

-

 

 

 

28,327

 

Other comprehensive income, net

  of income tax

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,196

 

 

 

5,196

 

ESOP shares committed to be

  released (100 shares)

 

-

 

 

 

-

 

 

 

(112

)

 

 

-

 

 

 

973

 

 

 

-

 

 

 

861

 

Stock option expense

 

-

 

 

 

-

 

 

 

911

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

911

 

Share repurchases

 

(4,509

)

 

 

(45

)

 

 

(45,659

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(45,704

)

Restricted stock plan shares

  earned (138 shares)

 

-

 

 

 

-

 

 

 

1,991

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,991

 

Cancellation of shares issued for

  restricted stock awards

 

(70

)

 

 

(1

)

 

 

(688

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(689

)

Shares issued in conjunction with

the acquisition of MSB

Financial Corp.

 

5,854

 

 

 

58

 

 

 

45,075

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

45,133

 

Cash dividends declared

  ($0.16 per common share)

 

 

 

 

 

-

 

 

 

-

 

 

 

(13,623

)

 

 

-

 

 

 

 

 

 

 

(13,623

)

Balance - December 31, 2020

 

84,938

 

 

$

849

 

 

$

724,389

 

 

$

388,376

 

 

$

(27,726

)

 

$

6,453

 

 

$

1,092,341

 

 

See notes to unaudited consolidated financial statements.

 

 

- 6 -


 

 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Unaudited)

 

 

Six Months Ended

 

 

December 31,

 

 

2020

 

 

2019

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net income

$

28,327

 

 

$

22,022

 

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

 

 

 

 

 

 

 

Depreciation and amortization of premises and equipment

 

2,883

 

 

 

2,263

 

Net accretion of premiums, discounts and loan fees and costs

 

(7,620

)

 

 

(4,575

)

Deferred income taxes and valuation allowance

 

2,262

 

 

 

2,940

 

Realized gain on bargain purchase

 

(3,053

)

 

 

-

 

Amortization of intangible assets

 

534

 

 

 

615

 

Amortization of benefit plans’ unrecognized net gain

 

42

 

 

 

480

 

Provision for (reversal of) credit losses

 

2,694

 

 

 

(2,247

)

Loss on write-down and sales of other real estate owned

 

-

 

 

 

28

 

Loans originated for sale

 

(212,037

)

 

 

(120,091

)

Proceeds from sale of mortgage loans held-for-sale

 

224,141

 

 

 

127,678

 

Gain on sale of mortgage loans held-for-sale, net

 

(3,916

)

 

 

(1,273

)

Realized (gain) loss on sale and call of investment securities available for sale

 

(436

)

 

 

3

 

Realized loss on debt extinguishment

 

796

 

 

 

-

 

Realized gain on sale of loans receivable

 

(352

)

 

 

-

 

Realized loss on disposition of premises and equipment

 

26

 

 

 

342

 

Increase in cash surrender value of bank owned life insurance

 

(3,192

)

 

 

(3,156

)

ESOP, stock option plan and restricted stock plan expenses

 

3,763

 

 

 

4,269

 

(Increase) decrease in interest receivable

 

(752

)

 

 

1,099

 

Increase in other assets

 

(3,225

)

 

 

(20,227

)

Decrease in interest payable

 

(237

)

 

 

(3,094

)

Increase in other liabilities

 

172

 

 

 

17,663

 

Net Cash Provided by Operating Activities

 

30,820

 

 

 

24,739

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Purchases of:

 

 

 

 

 

 

 

Investment securities available for sale

 

(604,971

)

 

 

(216,015

)

Proceeds from:

 

 

 

 

 

 

 

Repayments/calls/maturities of investment securities available for sale

 

253,802

 

 

 

70,213

 

Repayments/calls/maturities of investment securities held to maturity

 

2,930

 

 

 

2,745

 

Sales of investment securities available for sale

 

44,842

 

 

 

3,646

 

Purchase of loans

 

(23,508

)

 

 

(34,249

)

Net decrease in loans receivable

 

192,081

 

 

 

224,895

 

Proceeds from sale of loans receivable

 

43,931

 

 

 

-

 

Purchase of interest rate caps

 

-

 

 

 

(1,476

)

Additions to premises and equipment

 

(2,224

)

 

 

(2,688

)

Proceeds from cash settlement of premises and equipment

 

-

 

 

 

395

 

Redemption of FHLB stock

 

16,421

 

 

 

1,352

 

Net cash acquired in acquisition

 

4,296

 

 

 

-

 

Net Cash (Used in) Provided by Investing Activities

$

(72,400

)

 

$

48,818

 

 

See notes to unaudited consolidated financial statements.

- 7 -


KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands, Unaudited)

 

 

Six Months Ended

 

 

December 31,

 

 

2020

 

 

2019

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Net increase in deposits

 

423,187

 

 

 

41,832

 

Repayment of term FHLB advances

 

(1,667,796

)

 

 

(1,680,059

)

Proceeds from term FHLB advances

 

1,365,000

 

 

 

1,650,000

 

Net decrease in other short-term borrowings

 

(68,635

)

 

 

(17,680

)

Net decrease in advance payments by borrowers for taxes

 

(1,263

)

 

 

(302

)

Repurchase and cancellation of common stock of Kearny Financial Corp.

 

(45,704

)

 

 

(52,254

)

Cancellation of shares repurchased on vesting to pay taxes

 

(689

)

 

 

(937

)

Dividends paid

 

(13,793

)

 

 

(11,296

)

Net Cash Used in Financing Activities

 

(9,693

)

 

 

(70,696

)

Net (Decrease) Increase in Cash and Cash Equivalents

 

(51,273

)

 

 

2,861

 

Cash and Cash Equivalents - Beginning

 

180,967

 

 

 

38,935

 

Cash and Cash Equivalents - Ending

$

129,694

 

 

$

41,796

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flows Information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Income taxes, net of refunds

$

9,189

 

 

$

6,379

 

Interest

$

30,798

 

 

$

48,881

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Transfers from loans receivable to loans receivable held-for-sale

$

43,579

 

 

$

-

 

Acquisition of other real estate owned in settlement of loans

$

-

 

 

$

206

 

Fair value of assets acquired, net of cash and cash equivalents acquired

$

567,816

 

 

$

-

 

Fair value of liabilities assumed

$

523,926

 

 

$

-

 

 

 

 

 

 

 

 

 

In conjunction with the adoption of ASU 2019-04, the following qualifying held to

maturity securities were transferred to available for sale:

 

 

 

 

 

 

 

Debt securities transferred from held to maturity to available for sale

$

-

 

 

$

537,732

 

 

 

 

 

 

 

 

 

In conjunction with the adoption of ASU 2016-02, the following assets and liabilities

were recognized:

 

 

 

 

 

 

 

Operating lease right-of-use assets

$

-

 

 

$

17,243

 

Operating lease liabilities

$

-

 

 

$

17,758

 

 

See notes to unaudited consolidated financial statements.

 

 

 

- 8 -


 

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, CJB Investment Corp., KFS Insurance Services, Inc. and Millington Savings Service Corp. The Company conducts its business principally through the Bank. Management prepared the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, income, comprehensive (loss) income, changes in stockholders’ equity and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the three-month and six-month periods ended December 31, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.

The data in the consolidated statement of financial condition for June 30, 2020 was derived from the Company’s 2020 Annual Report on Form 10-K. That data, along with the interim unaudited financial information presented in the consolidated statements of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2020 Annual Report on Form 10-K.

Risks and Uncertainties

As previously disclosed, on March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The COVID-19 pandemic has adversely affected, and may continue to adversely affect, local, national and global economic activity. The spread of the outbreak has caused significant disruptions to the U.S. economy, significant reductions in the targeted federal funds rate and has disrupted banking and other financial activity in the areas in which the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to, among other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. On December 27, 2020 the 2021 Consolidated Appropriations Act, was enacted as part of an omnibus spending bill for the 2021 federal fiscal year, included provisions intended to provide additional aid to those impacted by the pandemic.

 Reductions in interest rates and other effects of the COVID-19 pandemic may continue to materially and adversely affect the Company's financial condition and results of operations in future periods. It is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Company. It is possible that estimates made in the financial statements could be materially and adversely impacted as a result of these conditions, including estimates regarding expected credit losses on loans receivable, impairment of investment securities and impairment of goodwill. Although the Company continues to operate while taking steps to ensure the safety of employees and clients, COVID-19 could also potentially create widespread business continuity issues for the Company.

The extent to which the COVID-19 pandemic will continue to impact the Company’s business, financial condition and results of operations in future periods will depend on future developments, including the scope and duration of the pandemic, the efficacy and adoption of COVID-19 vaccines and actions taken by governmental authorities and other third parties in response to the pandemic, as well as further actions the Company may take as may be required by government authorities or that the Company determines is in the best interests of its employees and clients. There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic.

- 9 -


Adoption of New Accounting Standards

On July 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology.  The Company adopted ASU 2016-13 using a modified retrospective approach. Results for reporting periods beginning after July 1, 2020 are presented under Topic 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP.  At adoption, the Company increased its allowance for credit losses by $20.2 million, comprised of $19.6 million for loans receivable and $536,000 for unfunded commitments. Upon adoption the Company recorded a cumulative effect adjustment that reduced stockholders’ equity by $14.2 million, net of tax.

Allowance for Credit Losses

The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the consolidated statement of financial condition. The expected credit loss for unfunded lending commitments and unfunded loan commitments is reported on the Consolidated Statement of Financial Condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics.  If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include multi-family, nonresidential mortgage, commercial business, construction, one- to four-family residential, home equity and consumer. For most segments the Company calculates estimated credit losses using a probability of default and loss given default methodology, the results of which are applied to the aggregated discounted cash flow of each individual loan within the segment. The point in time probability of default and loss given default are then conditioned by macroeconomic scenarios to incorporate reasonable and supportable forecasts that affect the collectability of the reported amount.

The Company estimates the allowance for credit losses on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. After the reasonable and supportable forecast period, the Company reverts, on a straight-line basis, to average historical losses. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the renewal option is included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company.

Also included in the allowance for credit losses on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, business conditions, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans, the effect of external factors such as competition, legal and regulatory requirements, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data.

- 10 -


Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

Acquired Loans

Acquired loans are included in the Company's calculation of the allowance for credit losses. How the allowance on an acquired loan is recorded depends on whether or not it has been classified as a Purchased Credit Deteriorated (“PCD”) loan. PCD loans are loans acquired at a discount that is due, in part, to credit quality. PCD loans are accounted for in accordance with ASC Subtopic 326-20 and are initially recorded at fair value as determined by the sum of the present value of expected future cash flows and an allowance for credit losses at acquisition. The allowance for PCD loans is recorded through a gross-up effect, while the allowance for acquired non-PCD loans is recorded through provision expense, consistent with originated loans. Thus, the determination of which loans are PCD and non-PCD can have a significant impact on the accounting for these loans. Subsequent to acquisition, the allowance for PCD loans will generally follow the same estimation, provision and charge-off process as non-PCD acquired and originated loans.

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. As noted above, the allowance for credit losses on unfunded loan commitments is included in other liabilities on the consolidated statement of financial condition and the related credit expense is recorded in other non-interest expense in the consolidated statements of income.

Allowance for Credit Losses on Held to Maturity Securities

The Company’s entire portfolio of held to maturity securities consists of municipal bonds which are highly rated by major rating agencies and have a long history of no credit losses. In estimating the net amount expected to be collected for held to maturity securities in an unrealized loss position, a historical loss based method is utilized.

Allowance for Credit Losses on Available for Sale Securities

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rate by major agencies and have a long history of no credit losses.

Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

- 11 -


Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans, available for sale securities, and held to maturity securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Consolidated Statement of Financial Condition, totaled $15.5 million at December 31, 2020 and is excluded from the estimate of credit losses. Accrued interest receivable on available of sale securities and held to maturity securities, also a component of accrued interest receivable on the Consolidated Statement of Financial Condition, totaled $4.1 million and $202,000, respectively, at December 31, 2020 and is excluded from the estimate of credit losses.  There were no material accrued interest balances for loans on deferral under the CARES Act.

 

 

2.     NET INCOME PER COMMON SHARE (“EPS”)

Basic EPS is based on the weighted average number of common shares actually outstanding, including both vested and unvested restricted stock awards, adjusted for Employee Stock Ownership Plan (“ESOP”) shares not yet committed to be released. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method. Shares issued and reacquired during any period are weighted for the portion of the period they were outstanding.

The following schedule shows the Company’s earnings per share calculations for the periods presented:

 

 

Three Months Ended December 31,

 

 

Six Months Ended December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

$

16,948

 

 

$

10,652

 

 

$

28,327

 

 

$

22,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

outstanding - basic

 

85,120

 

 

 

82,831

 

 

 

85,564

 

 

 

83,794

 

Effect of dilutive securities

 

3

 

 

 

45

 

 

 

2

 

 

 

41

 

Weighted average number of common shares

outstanding - diluted

 

85,123

 

 

 

82,876

 

 

 

85,566

 

 

 

83,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.20

 

 

$

0.13

 

 

$

0.33

 

 

$

0.26

 

Diluted earnings per share

$

0.20

 

 

$

0.13

 

 

$

0.33

 

 

$

0.26

 

 

Stock options for 3,280,648 and 3,115,000 shares of common stock were not considered in computing diluted earnings per share at December 31, 2020 and December 31, 2019, respectively, because they were considered anti-dilutive.

 

 

3.     SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of December 31, 2020, for items that should potentially be recognized or disclosed in these consolidated financial statements.  The evaluation was conducted through the date this document was filed.

 

 

4.    ACQUISITION OF MSB FINANCIAL CORP.

On July 10, 2020, the Company completed its acquisition of MSB Financial Corp. (“MSB”), and its subsidiary Millington Bank.  In accordance with the merger agreement, approximately $9.8 million in cash and 5,853,811 shares of Company common stock were distributed to former MSB shareholders in exchange for their shares of MSB common stock.

- 12 -


The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of July 10, 2020 based on management’s best estimate using the information available as of the merger date.  The application of the acquisition method of accounting resulted in the recognition of bargain purchase gain of $3.1 million and a core deposit intangible of $690,000. During the quarter ended December 31, 2020 the Company completed all MSB tax returns and determined that there were no material adjustments to the balance of deferred income tax assets or bargain purchase gain associated with the MSB acquisition.

The Company recorded the assets acquired and liabilities assumed through the merger at fair value as summarized in the following table:

 

 

As Recorded

by MSB

 

 

Fair Value Adjustments

 

 

As Recorded

at Acquisition

 

 

(In Thousands)

 

Cash paid for acquisition

 

 

 

 

 

 

 

 

$

9,830

 

Value of stock issued

 

 

 

 

 

 

 

 

 

45,133

 

Total purchase price

 

 

 

 

 

 

 

 

$

54,963

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

14,126

 

 

$

-

 

 

$

14,126

 

Investment securities

 

4,000

 

 

 

(510

)

(a)

 

3,490

 

Loans receivable

 

537,589

 

 

 

(7,345

)

(b)

 

530,244

 

Allowance for loan losses

 

(6,037

)

 

 

6,037

 

(c)

 

-

 

Premises and equipment

 

7,698

 

 

 

(3,221

)

(d)

 

4,477

 

FHLB stock

 

3,345

 

 

 

-

 

 

 

3,345

 

Accrued interest receivable

 

1,701

 

 

 

-

 

 

 

1,701

 

Core deposit intangibles

 

-

 

 

 

690

 

(e)

 

690

 

Bank owned life insurance

 

14,663

 

 

 

-

 

 

 

14,663

 

Deferred income taxes, net

 

1,729

 

 

 

2,152

 

(f)

 

3,881

 

Other assets

 

4,830

 

 

 

495

 

(g)

 

5,325

 

Total assets acquired

$

583,644

 

 

$

(1,702

)

 

$

581,942

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

$

458,392

 

 

$

1,786

 

(h)

$

460,178

 

FHLB borrowings

 

62,900

 

 

 

-

 

 

 

62,900

 

Advance payments by borrowers for taxes

 

794

 

 

 

-

 

 

 

794

 

Other liabilities

 

810

 

 

 

(756

)

(i)

 

54

 

Total liabilities assumed

$

522,896

 

 

$

1,030

 

 

$

523,926

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets acquired

 

 

 

 

 

 

 

 

$

58,016

 

Bargain purchase gain

 

 

 

 

 

 

 

 

$

(3,053

)

 

Explanation of certain fair value related adjustments:

(a)

Represents the fair value adjustments on investment securities.

(b)

Represents the fair value adjustments on the net book value of loans, which includes an interest rate mark and credit mark adjustment and the reversal of deferred fees/costs and premiums.

(c)

Represents the elimination of MSB’s allowance for loan losses.

(d)

Represents the fair value adjustments to reflect the fair value of land and buildings and premises and equipment, which will be amortized on a straight-line basis over the estimated useful lives of the individual assets.

(e)

Represents the intangible assets recorded to reflect the fair value of core deposits.  The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated average life of the deposit base.

(f)

Represents an adjustment to net deferred tax assets resulting from the fair value adjustments related to the acquired assets, liabilities assumed and identifiable intangible assets recorded.

(g)

Represents an adjustment to other assets acquired.

(h)

Represents fair value adjustments on time deposits, which will be treated as a reduction of interest expense over the remaining term of the time deposits.

(i)

Represents an adjustment to other liabilities assumed.

- 13 -


 

The fair value of loans acquired from MSB was estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of MSB’s allowance for loan losses associated with the loans that were acquired.  For information regarding purchased loans which have been determined to be PCD, refer to Note 8, Loans Receivable.

The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the sum-of-the-years digits method.

The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities.

 

5.    MERGER RELATED EXPENSES

Merger-related expenses were recorded in the Consolidated Statements of Income as a component of non-interest expense and include costs relating to the Company’s acquisition of MSB, as described above.  These charges represent one-time costs associated with acquisition activities and do not represent ongoing costs of the fully integrated combined organization.  Accounting guidance requires that acquisition-related transactional and restructuring costs incurred by the Company be charged to expense as incurred. Direct acquisition and other charges incurred in connection with the MSB merger totaled $4.3 million for the three months ended September 30, 2020 and $951,000 for the fiscal year ended June 30, 2020.  Direct acquisition and other charges were recorded in merger-related expense on the consolidated statements of income.

 

- 14 -


 

6.     RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, “Income taxes (Topic 740); Simplifying the Accounting for Income Taxes”. ASU 2019-12 provides amendments intended to reduce the cost and complexity in accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements.  ASU 2019-12 removes the following exceptions from ASC 740, Income Taxes: (i) exceptions to the incremental approach for intraperiod tax allocation; (ii) exceptions to accounting for basis differences when a foreign subsidiary becomes an equity method investment or a foreign equity method investment become a subsidiary; and (iii) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 provides the following amendments that simplify and improve guidance with Topic 740: (i) franchise taxes that are based partially on income; (ii) transactions that result in a step up in the tax basis of goodwill; (iii) separate financial statements of legal entities that are not subject to tax; (iv) enacted changes in tax laws in interim periods; and (v) employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. For public business entities, the amendments in the ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

Adoption of New Accounting Standards

On July 1, 2020 the Company adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU replaced the incurred loss methodology with an expected loss methodology that is referred to as the CECL methodology.  The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost including loan receivables and held to maturity debt securities.  This ASU also applies to off-balance exposures.  In addition, this ASU made certain changes to the accounting for available for sale securities debt securities. Credit losses are required to be presented as an allowance rather than as a write-down on available for sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted Topic 326 and all its related updates on July 1, 2020, using the modified retrospective approach for financial assets measured at amortized cost.  Results for reporting periods after July 1, 2020 are presented in accordance to the guidance under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.  Upon adoption the Company recorded a cumulative effect adjustment that reduced stockholders’ equity by $14.2 million, net of tax. Additional information regarding the adoption of ASU 2016-13 is presented in Note 1, Summary of Significant Accounting Policies.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies subsequent measurement of goodwill by eliminating Step 2 of the impairment test while retaining the option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform a quantitative goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. For public entities, ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment testing dates beginning after January 1, 2017. The Company is applying the amendments of ASU 2017-04 prospectively for goodwill impairment testing conducted after July 1, 2020.

- 15 -


7.     SECURITIES

At December 31, 2020, there was no allowance for credit losses on available for sale securities. The following tables present the amortized cost, gross unrealized gains and losses and estimated fair values for available for sale securities and the amortized cost, gross unrecognized gains and losses and estimated fair values for held to maturity securities as of the dates indicated:

 

 

December 31, 2020

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

(In Thousands)

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

46,665

 

 

$

1,098

 

 

$

-

 

 

$

47,763

 

Asset-backed securities

 

254,920

 

 

 

1,454

 

 

 

967

 

 

 

255,407

 

Collateralized loan obligations

 

197,515

 

 

 

79

 

 

 

909

 

 

 

196,685

 

Corporate bonds

 

166,097

 

 

 

1,547

 

 

 

476

 

 

 

167,168

 

Trust preferred securities

 

2,967

 

 

 

-

 

 

 

101

 

 

 

2,866

 

Total debt securities

 

668,164

 

 

 

4,178

 

 

 

2,453

 

 

 

669,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations (1)

 

20,021

 

 

 

489

 

 

 

-

 

 

 

20,510

 

Residential pass-through securities (1)

 

693,655

 

 

 

12,336

 

 

 

-

 

 

 

705,991

 

Commercial pass-through securities (1)

 

290,095

 

 

 

9,597

 

 

 

189

 

 

 

299,503

 

Total mortgage-backed securities

 

1,003,771

 

 

 

22,422

 

 

 

189

 

 

 

1,026,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities available for sale

$

1,671,935

 

 

$

26,600

 

 

$

2,642

 

 

$

1,695,893

 

 

(1)

Government-sponsored enterprises.

 

 

June 30, 2020

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

 

(In Thousands)

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

52,843

 

 

$

1,211

 

 

$

-

 

 

 

54,054

 

Asset-backed securities

 

177,413

 

 

 

-

 

 

 

4,966

 

 

 

172,447

 

Collateralized loan obligations

 

198,619

 

 

 

-

 

 

 

4,831

 

 

 

193,788

 

Corporate bonds

 

142,942

 

 

 

1,267

 

 

 

570

 

 

 

143,639

 

Trust preferred securities

 

2,967

 

 

 

-

 

 

 

340

 

 

 

2,627

 

Total debt securities

 

574,784

 

 

 

2,478

 

 

 

10,707

 

 

 

566,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations (1)

 

30,043

 

 

 

860

 

 

 

-

 

 

 

30,903

 

Residential pass-through securities (1)

 

543,819

 

 

 

18,135

 

 

 

-

 

 

 

561,954

 

Commercial pass-through securities (1)

 

214,575

 

 

 

11,716

 

 

 

-

 

 

 

226,291

 

Total mortgage-backed securities

 

788,437

 

 

 

30,711

 

 

 

-

 

 

 

819,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities available for sale

$

1,363,221

 

 

$

33,189

 

 

$

10,707

 

 

$

1,385,703

 

 

(1)

Government-sponsored enterprises.

 

- 16 -


 

 

December 31, 2020

 

 

Amortized

Cost

 

 

Gross

Unrecognized

Gains

 

 

Gross

Unrecognized

Losses

 

 

Fair

Value

 

 

(In Thousands)

 

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

29,549

 

 

$

1,514

 

 

$

-

 

 

$

31,063

 

Total debt securities

 

29,549

 

 

 

1,514

 

 

 

-

 

 

 

31,063

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities held to maturity

$

29,549

 

 

$

1,514

 

 

$

-

 

 

$

31,063

 

 

 

 

June 30, 2020

 

 

Amortized

Cost

 

 

Gross

Unrecognized

Gains

 

 

Gross

Unrecognized

Losses

 

 

Fair

Value

 

 

(In Thousands)

 

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

32,556

 

 

$

1,513

 

 

$

-

 

 

$

34,069

 

Total debt securities

 

32,556

 

 

 

1,513

 

 

 

-

 

 

 

34,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities held to maturity

$

32,556

 

 

$

1,513

 

 

$

-

 

 

$

34,069

 

 

 

Excluding the balances of mortgage-backed securities, the following table presents the amortized cost and estimated fair values of debt securities available for sale and held to maturity, by contractual maturity, at December 31, 2020:

 

 

December 31, 2020

 

 

Amortized

Cost

 

 

Fair

Value

 

 

(In Thousands)

 

Debt securities:

 

 

 

 

 

 

 

Due in one year or less

$

5,163

 

 

$

5,180

 

Due after one year through five years

 

88,106

 

 

 

89,216

 

Due after five years through ten years

 

341,569

 

 

 

343,661

 

Due after ten years

 

262,875

 

 

 

262,895

 

Total

$

697,713

 

 

$

700,952

 

 

- 17 -


 

Sales of securities available for sale were as follows for the periods presented below:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(In Thousands)

 

 

(In Thousands)

 

Available for sale securities sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of securities

$

25,242

 

 

$

-

 

 

$

44,842

 

 

$

3,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross realized gains

$

800

 

 

$

-

 

 

$

800

 

 

$

12

 

Gross realized losses

 

-

 

 

 

-

 

 

 

(385

)

 

 

(28

)

Net gain (loss) on sales of securities

$

800

 

 

$

-

 

 

$

415

 

 

$

(16

)

 

Calls of securities available for sale during the three months ended December 31, 2020 and December 31, 2019 resulted in gross gains of $13,000 and $11,000, respectively.  Calls of securities available for sale during the six months ended December 31, 2020 and December 31, 2019 resulted in gross gains of $21,000 and $13,000, respectively.  During the three and six months ended December 31, 2020 and December 31, 2019, there were no gains or losses recorded on sales and calls of securities held to maturity.

 

The carrying value of securities pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and other purposes, were as follows as of the dates presented below:

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

 

 

 

2020

 

 

2020

 

 

 

 

 

 

(In Thousands)

 

Securities pledged:

 

 

 

 

 

 

 

 

 

 

 

Pledged for borrowings at the FHLB of New York

 

 

 

 

$

155,620

 

 

$

155,288

 

Pledged to secure public funds on deposit

 

 

 

 

 

104,434

 

 

 

19,944

 

Pledged for potential borrowings at the Federal

Reserve Bank of New York

 

 

 

 

 

338,152

 

 

 

366,482

 

Pledged as collateral for depositor sweep accounts

 

 

 

 

 

-

 

 

 

7,830

 

Total carrying value of securities pledged

 

 

 

 

$

598,206

 

 

$

549,544

 

 

 

- 18 -


 

The following tables present the gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrealized loss position within the available for sale portfolio at December 31, 2020 and June 30, 2020:

 

 

December 31, 2020

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Number of Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

(Dollars in Thousands)

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities

$

46,989

 

 

$

529

 

 

$

44,103

 

 

$

438

 

 

 

10

 

 

$

91,092

 

 

$

967

 

Collateralized loan obligations

 

61,440

 

 

 

110

 

 

 

126,755

 

 

 

799

 

 

 

18

 

 

 

188,195

 

 

 

909

 

Corporate bonds

 

41,548

 

 

 

401

 

 

 

19,925

 

 

 

75

 

 

 

7

 

 

 

61,473

 

 

 

476

 

Trust preferred securities

 

-

 

 

 

-

 

 

 

2,866

 

 

 

101

 

 

 

2

 

 

 

2,866

 

 

 

101

 

Commercial pass-through securities

 

81,056

 

 

 

189

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

81,056

 

 

 

189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

231,033

 

 

$

1,229

 

 

$

193,649

 

 

$

1,413

 

 

 

41

 

 

$

424,682

 

 

$

2,642

 

 

 

 

June 30, 2020

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Number of Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

(Dollars in Thousands)

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities

$

146,494

 

 

$

3,962

 

 

$

25,954

 

 

$

1,004

 

 

 

16

 

 

$

172,448

 

 

$

4,966

 

Collateralized loan obligations

 

71,282

 

 

 

1,245

 

 

 

122,506

 

 

 

3,586

 

 

 

19

 

 

 

193,788

 

 

 

4,831

 

Corporate bonds

 

24,764

 

 

 

236

 

 

 

39,651

 

 

 

334

 

 

 

8

 

 

 

64,415

 

 

 

570

 

Trust preferred securities

 

-

 

 

 

-

 

 

 

2,626

 

 

 

340

 

 

 

2

 

 

 

2,626

 

 

 

340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

242,540

 

 

$

5,443

 

 

$

190,737

 

 

$

5,264

 

 

 

45

 

 

$

433,277

 

 

$

10,707

 

 

At December 31, 2020 and June 30, 2020, there were no held to maturity securities with unrecognized losses.

 

Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the consolidated statement of income when management intends to sell, or may be required to sell, the securities before they recover in value.  The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due or were placed in nonaccrual status at December 31, 2020. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. Therefore, no allowance for credit losses was recorded at December 31, 2020.

At December 31, 2020, the Company’s entire portfolio of held to maturity securities consists of municipal bonds which are highly rated by major rating agencies and have a long history of no credit losses.  None of the securities in the Company’s portfolio of held to maturity municipal bonds were in an unrealized loss position. The Company continually monitors the municipal bond sector of the market and reviews collectability including such factors as the financial condition of the issuers including credit ratings in effect as of the reporting period.  

 

- 19 -


 

8.     LOANS RECEIVABLE

 

The following table sets forth the composition of the Company’s loan portfolio at December 31, 2020 and June 30, 2020:

 

 

December 31,

 

 

June 30,

 

 

2020

 

 

2020

 

 

(In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

Multi-family mortgage

$

2,076,483

 

 

$

2,059,568

 

Nonresidential mortgage

 

1,123,695

 

 

 

960,853

 

Commercial business (1)

 

202,010

 

 

 

138,788

 

Construction

 

90,398

 

 

 

20,961

 

Total commercial loans

 

3,492,586

 

 

 

3,180,170

 

 

 

 

 

 

 

 

 

One- to four-family residential mortgage

 

1,305,351

 

 

 

1,273,022

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

Home equity loans

 

65,298

 

 

 

82,920

 

Other consumer

 

4,123

 

 

 

3,991

 

Total consumer loans

 

69,421

 

 

 

86,911

 

 

 

 

 

 

 

 

 

Total loans

 

4,867,358

 

 

 

4,540,103

 

 

 

 

 

 

 

 

 

Unaccreted yield adjustments

 

(38,724

)

 

 

(41,706

)

 

 

 

 

 

 

 

 

Total loans receivable, net of yield adjustments

$

4,828,634

 

 

$

4,498,397

 

 

(1)

Includes Paycheck Protection Program (“PPP”) loans of $39.2 million and $69.0 million as of December 31, 2020 and June 30, 2020, respectively. The balance of PPP loans at December 31, 2020 includes loans acquired in conjunction with the Company’s acquisition of MSB on July 10, 2020.

 

- 20 -


 

Past Due Loans

Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of December 31, 2020 and June 30, 2020, by loan segment:

 

 

December 31, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Current

$

2,060,012

 

 

$

1,083,879

 

 

$

201,527

 

 

$

90,398

 

 

$

1,297,164

 

 

$

65,182

 

 

$

4,110

 

 

$

4,802,272

 

Past due:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 days

 

2,971

 

 

 

2,713

 

 

 

183

 

 

 

-

 

 

 

2,718

 

 

 

-

 

 

 

2

 

 

 

8,587

 

60-89 days

 

3,274

 

 

 

14,529

 

 

 

-

 

 

 

-

 

 

 

271

 

 

 

-

 

 

 

6

 

 

 

18,080

 

90 days and over

 

10,226

 

 

 

22,574

 

 

 

300

 

 

 

-

 

 

 

5,198

 

 

 

116

 

 

 

5

 

 

 

38,419

 

Total past due

 

16,471

 

 

 

39,816

 

 

 

483

 

 

 

-

 

 

 

8,187

 

 

 

116

 

 

 

13

 

 

 

65,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,076,483

 

 

$

1,123,695

 

 

$

202,010

 

 

$

90,398

 

 

$

1,305,351

 

 

$

65,298

 

 

$

4,123

 

 

$

4,867,358

 

 

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Current

$

2,059,568

 

 

$

941,714

 

 

$

138,439

 

 

$

20,961

 

 

$

1,264,267

 

 

$

82,358

 

 

$

3,981

 

 

$

4,511,288

 

Past due:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 days

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,211

 

 

 

169

 

 

 

-

 

 

 

3,380

 

60-89 days

 

-

 

 

 

14,478

 

 

 

-

 

 

 

-

 

 

 

1,038

 

 

 

13

 

 

 

5

 

 

 

15,534

 

90 days and over

 

-

 

 

 

4,661

 

 

 

349

 

 

 

-

 

 

 

4,506

 

 

 

380

 

 

 

5

 

 

 

9,901

 

Total past due

 

-

 

 

 

19,139

 

 

 

349

 

 

 

-

 

 

 

8,755

 

 

 

562

 

 

 

10

 

 

 

28,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,059,568

 

 

$

960,853

 

 

$

138,788

 

 

$

20,961

 

 

$

1,273,022

 

 

$

82,920

 

 

$

3,991

 

 

$

4,540,103

 

 

Nonperforming Loans

Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all principal and interest payments (“P&I”) owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and we expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement.  Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company did not recognize interest income on non-accrual loans during the three and six months ended December 31, 2020 and December 31, 2019.

- 21 -


 

The following tables present information relating to the Company’s nonperforming loans as of December 31, 2020 and June 30, 2020:

 

 

December 31, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Performing

$

2,060,087

 

 

$

1,084,413

 

 

$

201,483

 

 

$

87,884

 

 

$

1,292,826

 

 

$

65,075

 

 

$

4,118

 

 

$

4,795,886

 

Nonperforming:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90 days and over past due accruing

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Nonaccrual loans with

allowance for credit losses

 

-

 

 

 

1,635

 

 

 

121

 

 

 

-

 

 

 

2,770

 

 

 

-

 

 

 

5

 

 

 

4,531

 

Nonaccrual loans with no

allowance for credit losses

 

16,396

 

 

 

37,647

 

 

 

406

 

 

 

2,514

 

 

 

9,755

 

 

 

223

 

 

 

-

 

 

 

66,941

 

Total nonperforming

 

16,396

 

 

 

39,282

 

 

 

527

 

 

 

2,514

 

 

 

12,525

 

 

 

223

 

 

 

5

 

 

 

71,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,076,483

 

 

$

1,123,695

 

 

$

202,010

 

 

$

90,398

 

 

$

1,305,351

 

 

$

65,298

 

 

$

4,123

 

 

$

4,867,358

 

 

 

 

June 30, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Performing

$

2,056,606

 

 

$

936,917

 

 

$

138,196

 

 

$

20,961

 

 

$

1,264,663

 

 

$

82,078

 

 

$

3,986

 

 

$

4,503,407

 

Nonperforming:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90 days and over past due accruing

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

5

 

Nonaccrual

 

2,962

 

 

 

23,936

 

 

 

592

 

 

 

-

 

 

 

8,359

 

 

 

842

 

 

 

-

 

 

 

36,691

 

Total nonperforming

 

2,962

 

 

 

23,936

 

 

 

592

 

 

 

-

 

 

 

8,359

 

 

 

842

 

 

 

5

 

 

 

36,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,059,568

 

 

$

960,853

 

 

$

138,788

 

 

$

20,961

 

 

$

1,273,022

 

 

$

82,920

 

 

$

3,991

 

 

$

4,540,103

 

 

 

- 22 -


 

Troubled Debt Restructurings (“TDRs”)

On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR.  At December 31, 2020, the Company had TDRs totaling $19.6 million. The allowance for credit losses associated with the TDRs presented in the tables below totaled $209,000 and $8,000 as of December 31, 2020 and June 30, 2020, respectively. As of December 31, 2020, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured in a TDR.

The following tables present total TDR loans at December 31, 2020 and June 30, 2020:

 

 

December 31, 2020

 

 

Accrual

 

 

Non-accrual

 

 

Total

 

 

# of Loans

 

 

Amount

 

 

# of Loans

 

 

Amount

 

 

# of Loans

 

 

Amount

 

 

(Dollars In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family mortgage loans

 

-

 

 

$

-

 

 

 

1

 

 

$

2,896

 

 

 

1

 

 

$

2,896

 

Nonresidential mortgage

 

1

 

 

 

108

 

 

 

7

 

 

 

2,505

 

 

 

8

 

 

 

2,613

 

Commercial business

 

5

 

 

 

5,083

 

 

 

5

 

 

 

422

 

 

 

10

 

 

 

5,505

 

Construction

 

-

 

 

 

-

 

 

 

1

 

 

 

2,514

 

 

 

1

 

 

 

2,514

 

Total commercial loans

 

6

 

 

 

5,191

 

 

 

14

 

 

 

8,337

 

 

 

20

 

 

 

13,528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family residential

mortgage

 

16

 

 

 

2,400

 

 

 

17

 

 

 

3,091

 

 

 

33

 

 

 

5,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

8

 

 

 

528

 

 

 

1

 

 

 

95

 

 

 

9

 

 

 

623

 

Total

 

30

 

 

$

8,119

 

 

 

32

 

 

$

11,523

 

 

 

62

 

 

$

19,642

 

 

 

June 30, 2020

 

 

Accrual

 

 

Non-accrual

 

 

Total

 

 

# of Loans

 

 

Amount

 

 

# of Loans

 

 

Amount

 

 

# of Loans

 

 

Amount

 

 

(Dollars In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family mortgage loans

 

-

 

 

$

-

 

 

 

1

 

 

$

2,962

 

 

 

1

 

 

$

2,962

 

Nonresidential mortgage

 

1

 

 

 

112

 

 

 

9

 

 

 

5,442

 

 

 

10

 

 

 

5,554

 

Commercial business

 

5

 

 

 

5,179

 

 

 

6

 

 

 

446

 

 

 

11

 

 

 

5,625

 

Total commercial loans

 

6

 

 

 

5,291

 

 

 

16

 

 

 

8,850

 

 

 

22

 

 

 

14,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family residential

mortgage

 

14

 

 

 

2,407

 

 

 

20

 

 

 

3,811

 

 

 

34

 

 

 

6,218

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

12

 

 

 

715

 

 

 

2

 

 

 

448

 

 

 

14

 

 

 

1,163

 

Total

 

32

 

 

$

8,413

 

 

 

38

 

 

$

13,109

 

 

 

70

 

 

$

21,522

 

 

- 23 -


 

The following tables present information regarding the restructuring of the Company’s troubled debts during the three and six months ended December 31, 2020 and December 31, 2019:

 

 

Three Months Ended December 31, 2020

 

 

Six Months Ended December 31, 2020

 

 

# of Loans

 

 

Pre-modification

Recorded

Investment

 

 

Post-modification

Recorded

Investment

 

 

# of Loans

 

 

Pre-modification

Recorded

Investment

 

 

Post-modification

Recorded

Investment

 

 

(Dollars In Thousands)

 

One- to four-family residential

mortgage

 

-

 

 

$

-

 

 

$

-

 

 

 

1

 

 

$

309

 

 

$

308

 

Total

 

-

 

 

$

-

 

 

$

-

 

 

 

1

 

 

$

309

 

 

$

308

 

 

 

 

Three Months Ended December 31, 2019

 

 

Six Months Ended December 31, 2019

 

 

# of Loans

 

 

Pre-modification

Recorded

Investment

 

 

Post-modification

Recorded

Investment

 

 

# of Loans

 

 

Pre-modification

Recorded

Investment

 

 

Post-modification

Recorded

Investment

 

 

(Dollars In Thousands)

 

Commercial business

 

1

 

 

$

92

 

 

$

92

 

 

 

4

 

 

$

1,867

 

 

$

1,921

 

One- to four-family residential

mortgage

 

1

 

 

 

44

 

 

 

44

 

 

 

3

 

 

 

1,046

 

 

 

982

 

Home equity loans

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

82

 

 

 

81

 

Total

 

2

 

 

$

136

 

 

$

136

 

 

 

8

 

 

$

2,995

 

 

$

2,984

 

 

During the three and six months ended December 31, 2020 and December 31 2019, there were no charge-offs related to TDRs. During the three months ended December 31, 2020 there was one troubled debt restructuring default totaling $488,000.  During the three and six months ended December 31, 2019, there were no troubled debt restructuring defaults..

Loan modifications generally involve a reduction in interest rates and/or extension of maturity dates and also may include step up interest rates in their modified terms which will impact their weighted average yield in the future. The residential mortgage loan which qualified as a TDR during the six months ended December 31, 2020, capitalized prior past due amounts and modified the loan’s repayment terms.

- 24 -


In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System (the “FRB”) and the Federal Deposit Insurance Corporation (the “FDIC”), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications.  The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant. Provisions of the CARES Act largely mirrored the provisions of the interagency statement, providing that modified loans were not to be considered TDRs if they were performing at December 31, 2019 and other considerations set forth in the interagency statements were met. Borrowers considered current are those that are less than 30 days past due at the time a modification program is implemented or at December 31, 2019.

On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law. The $900 billion relief package includes legislation that extends certain relief provisions of the CARES Act that were set to expire on December 31, 2020.  The CARES Act permitted financial institutions to suspend TDR assessment and reporting requirements under GAAP for loan modifications.  This new legislation extends this relief to the earlier of 60 days after the national emergency declared by the President is terminated or January 1, 2022. As of December 31, 2020, the Company had 37 non-TDR modified loans totaling approximately $33.2 million.

The following table sets forth the composition of these loans by loan segments as of December 31, 2020:

 

 

December 31, 2020

 

 

# of Loans (1)

 

 

Balance (1)

 

 

(Dollars In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

Multi-family mortgage loans

 

9

 

 

$

18,247

 

Nonresidential mortgage

 

2

 

 

 

5,913

 

Commercial business

 

5

 

 

 

1,314

 

Total commercial loans

 

16

 

 

 

25,474

 

 

 

 

 

 

 

 

 

One- to four-family

residential mortgage

 

20

 

 

 

7,664

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

Home equity loans

 

1

 

 

 

39

 

 

 

 

 

 

 

 

 

Total

 

37

 

 

$

33,177

 

 

 

(1)

Includes loans acquired in conjunction with the Company’s acquisition of MSB on July 10, 2020.

 

- 25 -


 

Individually Analyzed Loans

Effective July 1, 2020, individually analyzed loans include loans which do not share similar risk characteristics with other loans. TDR’s will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, a TDR would generally be removed from individual impairment analysis and returned to its corresponding pool. As of December 31, 2020, the carrying value of individually analyzed loans totaled $71.5 million, of which $58.7 million were considered collateral dependent.

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date. See Note 15 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.

The following table presents the carrying value of collateral dependent individually analyzed loans:

 

 

December 31, 2020

 

 

Carrying Value

 

 

Related Allowance

 

 

(In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

Multi-family mortgage

$

13,500

 

 

$

-

 

Nonresidential mortgage (1)

 

38,249

 

 

 

518

 

Commercial business (2)

 

195

 

 

 

-

 

Construction

 

-

 

 

 

-

 

Total commercial loans

 

51,944

 

 

 

518

 

 

 

 

 

 

 

 

 

One- to four-family residential

mortgage (3)

 

6,598

 

 

 

206

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

Home equity loans (3)

 

116

 

 

 

-

 

 

 

 

 

 

 

 

 

Total

$

58,658

 

 

$

724

 

 

(1)

Secured by income-producing property.

(2)

Secured by business assets.

(3)

Secured by one- to four-family properties.

 

- 26 -


 

The following table presents, under previously applicable GAAP, loans individually evaluated for impairment by portfolio segment as of June 30, 2020:

 

 

June 30, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Carrying value of impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-impaired loans

$

2,056,606

 

 

$

936,805

 

 

$

132,999

 

 

$

20,961

 

 

$

1,262,256

 

 

$

81,363

 

 

$

3,991

 

 

$

4,494,981

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with no allowance

  for impairment

 

2,962

 

 

 

22,516

 

 

 

5,622

 

 

 

-

 

 

 

10,659

 

 

 

1,557

 

 

 

-

 

 

 

43,316

 

Impaired loans with allowance

  for impairment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded investment

 

-

 

 

 

1,532

 

 

 

167

 

 

 

-

 

 

 

107

 

 

 

-

 

 

 

-

 

 

 

1,806

 

Allowance for impairment

 

-

 

 

 

(41

)

 

 

(47

)

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(89

)

Balance of impaired loans net

  of allowance for impairment

 

-

 

 

 

1,491

 

 

 

120

 

 

 

-

 

 

 

106

 

 

 

-

 

 

 

-

 

 

 

1,717

 

Total impaired loans, excluding

  allowance for impairment:

 

2,962

 

 

 

24,048

 

 

 

5,789

 

 

 

-

 

 

 

10,766

 

 

 

1,557

 

 

 

-

 

 

 

45,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,059,568

 

 

$

960,853

 

 

$

138,788

 

 

$

20,961

 

 

$

1,273,022

 

 

$

82,920

 

 

$

3,991

 

 

$

4,540,103

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unpaid principal balance

  of impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

$

3,544

 

 

$

25,898

 

 

$

8,778

 

 

$

73

 

 

$

12,908

 

 

$

1,950

 

 

$

-

 

 

$

53,151

 

 

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes loans individually to classify the loans as to credit risk.  The Company uses the following definitions for risk ratings:

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

Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses.

Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any.  Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans which have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.

Loss – Loans which considered uncollectible or of so little value that their continuance as assets is not warranted.

- 27 -


The following table presents the risk category of loans as of December 31, 2020 by loan segment and vintage year:

 

 

Term Loans by Origination Year for Fiscal Years ended June 30,

 

 

 

 

 

 

 

 

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

Revolving Loans

 

 

Total

 

 

(In Thousands)

 

Multi-family mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

$

129,953

 

 

$

260,622

 

 

$

412,587

 

 

$

402,970

 

 

$

383,315

 

 

$

458,752

 

 

$

-

 

 

$

2,048,199

 

Special Mention

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,851

 

 

 

1,070

 

 

 

-

 

 

 

2,921

 

Substandard

 

-

 

 

 

-

 

 

 

-

 

 

 

6,170

 

 

 

10,226

 

 

 

8,967

 

 

 

-

 

 

 

25,363

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total multi-family mortgage

 

129,953

 

 

 

260,622

 

 

 

412,587

 

 

 

409,140

 

 

 

395,392

 

 

 

468,789

 

 

 

-

 

 

 

2,076,483

 

Non-residential mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

41,110

 

 

 

86,629

 

 

 

56,444

 

 

 

69,847

 

 

 

276,965

 

 

 

512,294

 

 

 

6,238

 

 

 

1,049,527

 

Special Mention

 

-

 

 

 

-

 

 

 

23,520

 

 

 

-

 

 

 

980

 

 

 

4,524

 

 

 

-

 

 

 

29,024

 

Substandard

 

-

 

 

 

-

 

 

 

-

 

 

 

9,165

 

 

 

24,903

 

 

 

11,076

 

 

 

-

 

 

 

45,144

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total non-residential mortgage

 

41,110

 

 

 

86,629

 

 

 

79,964

 

 

 

79,012

 

 

 

302,848

 

 

 

527,894

 

 

 

6,238

 

 

 

1,123,695

 

Commercial business:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

29,506

 

 

 

47,411

 

 

 

4,466

 

 

 

20,468

 

 

 

7,093

 

 

 

14,342

 

 

 

68,640

 

 

 

191,926

 

Special Mention

 

1,115

 

 

 

1,640

 

 

 

267

 

 

 

2,370

 

 

 

978

 

 

 

15

 

 

 

166

 

 

 

6,551

 

Substandard

 

-

 

 

 

124

 

 

 

216

 

 

 

1,597

 

 

 

105

 

 

 

1,334

 

 

 

157

 

 

 

3,533

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total commercial business

 

30,621

 

 

 

49,175

 

 

 

4,949

 

 

 

24,435

 

 

 

8,176

 

 

 

15,691

 

 

 

68,963

 

 

 

202,010

 

Construction loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

6,534

 

 

 

20,680

 

 

 

17,702

 

 

 

21,449

 

 

 

14,239

 

 

 

1,523

 

 

 

5,735

 

 

 

87,862

 

Special Mention

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Substandard

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,536

 

 

 

-

 

 

 

2,536

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total construction loans

 

6,534

 

 

 

20,680

 

 

 

17,702

 

 

 

21,449

 

 

 

14,239

 

 

 

4,059

 

 

 

5,735

 

 

 

90,398

 

Residential mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

154,973

 

 

 

181,649

 

 

 

98,598

 

 

 

98,970

 

 

 

157,949

 

 

 

591,450

 

 

 

375

 

 

 

1,283,964

 

Special Mention

 

-

 

 

 

-

 

 

 

1,246

 

 

 

-

 

 

 

-

 

 

 

708

 

 

 

-

 

 

 

1,954

 

Substandard

 

952

 

 

 

1,408

 

 

 

683

 

 

 

-

 

 

 

570

 

 

 

15,820

 

 

 

-

 

 

 

19,433

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total residential mortgage

 

155,925

 

 

 

183,057

 

 

 

100,527

 

 

 

98,970

 

 

 

158,519

 

 

 

607,978

 

 

 

375

 

 

 

1,305,351

 

Home equity loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

356

 

 

 

3,754

 

 

 

6,516

 

 

 

3,805

 

 

 

3,189

 

 

 

19,166

 

 

 

27,556

 

 

 

64,342

 

Special Mention

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

166

 

 

 

-

 

 

 

166

 

Substandard

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

66

 

 

 

724

 

 

 

-

 

 

 

790

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total home equity loans

 

356

 

 

 

3,754

 

 

 

6,516

 

 

 

3,805

 

 

 

3,255

 

 

 

20,056

 

 

 

27,556

 

 

 

65,298

 

Other consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

504

 

 

 

536

 

 

 

775

 

 

 

266

 

 

 

145

 

 

 

1,717

 

 

 

72

 

 

 

4,015

 

Special Mention

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Substandard

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

102

 

 

 

107

 

Other consumer loans

 

504

 

 

 

536

 

 

 

775

 

 

 

266

 

 

 

145

 

 

 

1,722

 

 

 

175

 

 

 

4,123

 

Total loans

$

365,003

 

 

$

604,453

 

 

$

623,020

 

 

$

637,077

 

 

$

882,574

 

 

$

1,646,189

 

 

$

109,042

 

 

$

4,867,358

 

 

- 28 -


 

The following table presents, under previously applicable GAAP, the risk category of loans as of June 30, 2020 by loan segment:

 

 

June 30, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Pass

$

2,055,520

 

 

$

932,202

 

 

$

132,818

 

 

$

20,961

 

 

$

1,258,246

 

 

$

81,120

 

 

$

3,979

 

 

$

4,484,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

1,086

 

 

 

4,373

 

 

 

2,585

 

 

 

-

 

 

 

981

 

 

 

157

 

 

 

5

 

 

 

9,187

 

Substandard

 

2,962

 

 

 

24,278

 

 

 

3,385

 

 

 

-

 

 

 

13,795

 

 

 

1,643

 

 

 

6

 

 

 

46,069

 

Doubtful

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

2,059,568

 

 

$

960,853

 

 

$

138,788

 

 

$

20,961

 

 

$

1,273,022

 

 

$

82,920

 

 

$

3,991

 

 

$

4,540,103

 

 

Purchased Credit Deteriorated Loans

Loans acquired in a business combination after July 1, 2020 are recorded in accordance with ASC Topic 326, after which acquired loans are separated into two types. PCD loans are acquired loans that, as of the acquisition date, have experienced a more-than-insignificant deterioration in credit quality since origination. Non-PCD loans are acquired loans that have experienced no or insignificant deterioration in credit quality since origination. To distinguish between the two types of acquired loans, the Company evaluates risk characteristics that have been determined to be indicators of deteriorated credit quality. The determining criteria may involve loan specific characteristics such as payment status, debt service coverage or other changes in creditworthiness since the loan was originated, while others are relevant to recent economic conditions, such as borrowers in industries impacted by the pandemic.

As part of the acquisition of MSB, the Company purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.  The carrying amount of those loans is as follows:

 

 

At July 10, 2020

 

 

(In Thousands)

 

Purchase price of PCD loans at acquisition

$

69,415

 

Allowance for credit losses at acquisition

 

(3,901

)

Non-credit discount at acquisition

 

(167

)

Amortized cost of acquired PCD loans at acquisition

$

65,347

 

 

Residential Mortgage Loans in Foreclosure

We may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan via foreclosure or through an in-substance repossession. As of December 31, 2020, we held one single-family property in other real estate owned with an aggregate carrying value of $178,000 that was acquired through a foreclosure on a residential mortgage loan.  As of that same date, we held nine residential mortgage loans with aggregate carrying values totaling $1.7 million which were in the process of foreclosure.

As of June 30, 2020, we held one single-family property in other real estate owned with an aggregate carrying value of $178,000 that was acquired through a foreclosure on a residential mortgage loan.  As of that same date, we held nine residential mortgage loans with aggregate carrying values totaling $1.9 million which were in the process of foreclosure.

The States of New Jersey and New York have issued executive orders and enacted legislation declaring moratoriums on removing individuals from a residential property as a result of an eviction or foreclosure proceeding. The New Jersey order will be in effect until two months after the Governor has declared an end to the COVID-19 health crisis. The New York law, which places a moratorium on evictions for tenants who have endured COVID-related hardship and on foreclosures, will be in effect until at least May 1, 2021.  As a result, since March 28, 2020, the Company has temporarily suspended residential property foreclosure sales and evictions.

On September 4, 2020, the Centers for Disease Control and Prevention (“CDC”) imposed a nationwide temporary federal moratorium on residential evictions due to nonpayment of rent, for qualified tenants. The national eviction moratorium took effect after the expiration of eviction protections established by the CARES Act and was scheduled to extend through December 31, 2020, but was extended legislatively through January 31, 2021.  On January 20, 2021, the CDC announced its intent to extend the existing eviction moratorium order through March 31, 2021.

 

 

- 29 -


9.     ALLOWANCE FOR CREDIT LOSSES

Adoption of Topic 326

On July 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology, referred to as the “CECL” methodology.  See Note 1, Summary of Significant Accounting Policies for additional information on the adoption of Topic 326.

Allowance for Credit Losses on Loans Receivable

The following tables present the balance of the allowance for credit losses at December 31, 2020 and June 30, 2020.  For the three months and six months ended December 31, 2020, the balance of the allowance for credit losses is based on the CECL methodology, as noted above. For the year ended June 30, 2020, the allowance for loan losses is based upon the calculation methodology as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020. The tables identify the valuation allowances attributable to specifically identified impairments on individually evaluated loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans evaluated collectively. The tables include the underlying balance of loans receivable applicable to each category as of those dates.

 

Allowance for Credit Losses

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Balance of allowance for credit

losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans acquired with deteriorated

  credit quality individually

  analyzed

$

-

 

 

$

518

 

 

$

-

 

 

$

-

 

 

$

206

 

 

$

-

 

 

$

-

 

 

$

724

 

Loans acquired with deteriorated

  credit quality collectively

  analyzed

 

187

 

 

 

994

 

 

 

72

 

 

 

109

 

 

 

221

 

 

 

19

 

 

 

-

 

 

 

1,602

 

Loans individually

  evaluated for impairment

 

-

 

 

 

1

 

 

 

683

 

 

 

-

 

 

 

68

 

 

 

-

 

 

 

-

 

 

 

752

 

Loans collectively

  evaluated for impairment

 

29,313

 

 

 

14,420

 

 

 

2,593

 

 

 

1,096

 

 

 

12,130

 

 

 

706

 

 

 

50

 

 

 

60,308

 

Total allowance for credit losses

$

29,500

 

 

$

15,933

 

 

$

3,348

 

 

$

1,205

 

 

$

12,625

 

 

$

725

 

 

$

50

 

 

$

63,386

 

 

Balance of Loans Receivable

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Balance of loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans acquired with deteriorated

  credit quality  individually

  evaluated

$

-

 

 

$

1,635

 

 

$

195

 

 

$

-

 

 

$

3,853

 

 

$

-

 

 

$

-

 

 

$

5,683

 

Loans acquired with deteriorated

  credit quality collectively

  evaluated

 

5,660

 

 

 

31,593

 

 

 

4,081

 

 

 

11,493

 

 

 

4,850

 

 

 

362

 

 

 

5

 

 

 

58,044

 

Loans individually

  evaluated for impairment

 

16,396

 

 

 

37,647

 

 

 

332

 

 

 

2,514

 

 

 

8,672

 

 

 

223

 

 

 

-

 

 

 

65,784

 

Loans collectively

  evaluated for impairment

 

2,054,427

 

 

 

1,052,820

 

 

 

197,402

 

 

 

76,391

 

 

 

1,287,976

 

 

 

64,713

 

 

 

4,118

 

 

 

4,737,847

 

Total loans

$

2,076,483

 

 

$

1,123,695

 

 

$

202,010

 

 

$

90,398

 

 

$

1,305,351

 

 

$

65,298

 

 

$

4,123

 

 

$

4,867,358

 

Unaccreted yield adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38,724

)

Loans receivable, net of yield

adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,828,634

 

- 30 -


 

 

Allowance for Loan Losses

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Balance of allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans acquired with deteriorated

  credit quality

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Loans individually

  evaluated for impairment

 

-

 

 

 

41

 

 

 

47

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

89

 

Loans collectively

  evaluated for impairment

 

20,916

 

 

 

8,722

 

 

 

1,879

 

 

 

236

 

 

 

4,859

 

 

 

568

 

 

 

58

 

 

 

37,238

 

Total allowance for loan losses

$

20,916

 

 

$

8,763

 

 

$

1,926

 

 

$

236

 

 

$

4,860

 

 

$

568

 

 

$

58

 

 

$

37,327

 

 

 

Balance of Loans Receivable

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Balance of loans receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans acquired with deteriorated

  credit quality

$

-

 

 

$

-

 

 

$

222

 

 

$

-

 

 

$

77

 

 

$

-

 

 

$

-

 

 

 

299

 

Loans individually

  evaluated for impairment

 

2,962

 

 

 

24,048

 

 

 

5,567

 

 

 

-

 

 

 

10,689

 

 

 

1,557

 

 

 

-

 

 

 

44,823

 

Loans collectively

  evaluated for impairment

 

2,056,606

 

 

 

936,805

 

 

 

132,999

 

 

 

20,961

 

 

 

1,262,256

 

 

 

81,363

 

 

 

3,991

 

 

 

4,494,981

 

Total loans

$

2,059,568

 

 

$

960,853

 

 

$

138,788

 

 

$

20,961

 

 

$

1,273,022

 

 

$

82,920

 

 

$

3,991

 

 

$

4,540,103

 

Unaccreted yield adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41,706

)

Loans receivable, net of yield

adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,498,397

 

 

The following tables present the activity in the ACL on loans for the three and six months ended December 31, 2020:

 

 

 

 

Three Months Ended December 31, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Changes in the allowance for credit

  losses for the three months ended

  December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2020:

$

28,566

 

 

$

15,094

 

 

$

4,355

 

 

$

1,105

 

 

$

14,835

 

 

$

858

 

 

$

47

 

 

$

64,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge offs

 

-

 

 

 

(66

)

 

 

-

 

 

 

-

 

 

 

(13

)

 

 

(32

)

 

 

(4

)

 

 

(115

)

Recoveries

 

-

 

 

 

-

 

 

 

3

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3

 

 

 

6

 

Provision for (reversal of) credit

losses

 

934

 

 

 

905

 

 

 

(1,010

)

 

 

100

 

 

 

(2,197

)

 

 

(101

)

 

 

4

 

 

 

(1,365

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for credit losses

$

29,500

 

 

$

15,933

 

 

$

3,348

 

 

$

1,205

 

 

$

12,625

 

 

$

725

 

 

$

50

 

 

$

63,386

 

- 31 -


 

 

 

 

Six Months Ended December 31, 2020

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Changes in the allowance for credit

  losses for the six months ended

  December 31, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2020 (prior to adoption

of ASC 326):

$

20,916

 

 

$

8,763

 

 

$

1,926

 

 

$

236

 

 

$

4,860

 

 

$

568

 

 

$

58

 

 

$

37,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impact of adopting Topic 326

 

8,408

 

 

 

2,390

 

 

 

(421

)

 

 

80

 

 

 

9,106

 

 

 

92

 

 

 

(15

)

 

 

19,640

 

Charge offs

 

-

 

 

 

(66

)

 

 

(64

)

 

 

-

 

 

 

(13

)

 

 

(32

)

 

 

(13

)

 

 

(188

)

Recoveries

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7

 

 

 

12

 

Initial allowance on PCD loans

 

250

 

 

 

1,720

 

 

 

1,007

 

 

 

99

 

 

 

720

 

 

 

105

 

 

 

-

 

 

 

3,901

 

(Reversal of) provision for credit

losses

 

(74

)

 

 

3,126

 

 

 

895

 

 

 

790

 

 

 

(2,048

)

 

 

(8

)

 

 

13

 

 

 

2,694

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for credit losses

$

29,500

 

 

$

15,933

 

 

$

3,348

 

 

$

1,205

 

 

$

12,625

 

 

$

725

 

 

$

50

 

 

$

63,386

 

 

For the accounting policy on the allowance for loan losses that was in effect prior to the adoption of Topic 326, see Note 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. The following tables present the activity in the allowance for loan losses for the three and six months ended December 31, 2019:

 

 

Three Months Ended December 31, 2019

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Changes in the allowance for loan

  losses for the three months ended

  December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2019:

$

16,702

 

 

$

9,371

 

 

$

2,293

 

 

$

140

 

 

$

3,307

 

 

$

478

 

 

$

141

 

 

$

32,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total charge offs

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(44

)

 

 

(44

)

Total recoveries

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

14

 

 

 

14

 

(Reversal of) provision for loan

losses

 

(642

)

 

 

(687

)

 

 

(285

)

 

 

2

 

 

 

171

 

 

 

(22

)

 

 

(2

)

 

 

(1,465

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for loan losses

$

16,060

 

 

$

8,684

 

 

$

2,008

 

 

$

142

 

 

$

3,478

 

 

$

456

 

 

$

109

 

 

$

30,937

 

- 32 -


 

 

 

 

Six Months Ended December 31, 2019

 

 

Multi-Family Mortgage

 

 

Non-

Residential

Mortgage

 

 

Commercial

Business

 

 

Construction

 

 

Residential

Mortgage

 

 

Home

Equity

Loans

 

 

Other

Consumer

 

 

Total

 

 

(In Thousands)

 

Changes in the allowance for loan

  losses for the six months ended

  December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2019:

$

16,959

 

 

$

9,672

 

 

$

2,467

 

 

$

136

 

 

$

3,377

 

 

$

491

 

 

$

172

 

 

$

33,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total charge offs

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(108

)

 

 

(108

)

Total recoveries

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18

 

 

 

18

 

(Reversal of) provision for loan

losses

 

(899

)

 

 

(988

)

 

 

(459

)

 

 

6

 

 

 

101

 

 

 

(35

)

 

 

27

 

 

 

(2,247

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for loan losses

$

16,060

 

 

$

8,684

 

 

$

2,008

 

 

$

142

 

 

$

3,478

 

 

$

456

 

 

$

109

 

 

$

30,937

 

 

Allowance for Credit Losses on Off Balance Sheet Commitments

The following tables present the activity in the ACL on off balance sheet commitments for the three and six months ended December 31, 2020:

 

 

Three Months Ended

 

 

December 31, 2020

 

 

(In Thousands)

 

Changes in the allowance for credit

  losses for the three months ended

  December 31, 2020:

 

 

 

 

 

 

 

At September 30, 2020:

$

1,004

 

 

 

 

 

Provision recorded in other non-interest expense

 

54

 

 

 

 

 

Total allowance for credit losses on off balance sheet commitments

$

1,058

 

 

 

 

Six Months Ended

 

 

December 31, 2020

 

 

(In Thousands)

 

Changes in the allowance for credit

  losses for the six months ended

  December 31, 2020:

 

 

 

 

 

 

 

At June 30, 2020:

$

-

 

 

 

 

 

Impact of adopting Topic 326 (1)

 

536

 

Provision recorded in other non-interest expense

 

522

 

 

 

 

 

Total allowance for credit losses on off balance sheet commitments

$

1,058

 

 

(1)

Adoption of CECL accounting standard effective July 1, 2020.

 

 

 

 

- 33 -


10.     DEPOSITS

Deposits are summarized as follows:

 

 

December 31,

 

 

June 30,

 

 

2020

 

 

 

2020

 

 

(In Thousands)

 

Non-interest-bearing demand

$

518,828

 

 

$

419,138

 

Interest-bearing demand

 

1,752,699

 

 

 

1,264,151

 

Savings

 

1,075,122

 

 

 

906,597

 

Certificates of deposits

 

1,965,964

 

 

 

1,840,396

 

Total deposits

$

5,312,613

 

 

$

4,430,282

 

 

 

 

11.     BORROWINGS

Fixed rate advances from the FHLB of New York mature as follows:

 

 

December 31, 2020

 

 

June 30, 2020

 

 

 

Balance

 

 

Weighted

Average

Interest Rate

 

 

Balance

 

 

Weighted

Average

Interest Rate

 

 

 

(Dollars in Thousands)

By remaining period to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

$

590,000

 

 

 

0.35

 

%

$

865,000

 

 

 

0.45

 

%

One to two years

 

-

 

 

 

-

 

 

 

27,000

 

 

 

2.85

 

 

Two to three years

 

145,000

 

 

 

3.04

 

 

 

145,000

 

 

 

3.04

 

 

Three to four years

 

103,500

 

 

 

2.65

 

 

 

22,500

 

 

 

2.63

 

 

Four to five years

 

29,000

 

 

 

2.77

 

 

 

103,500

 

 

 

2.68

 

 

Greater than five years

 

-

 

 

 

-

 

 

 

6,500

 

 

 

2.82

 

 

Total advances

 

867,500

 

 

 

1.15

 

%

 

1,169,500

 

 

 

1.08

 

%

Unamortized fair value adjustments

 

(1,849

)

 

 

 

 

 

 

(2,071

)

 

 

 

 

 

Total advances, net of

  fair value adjustments

$

865,651

 

 

 

 

 

 

$

1,167,429

 

 

 

 

 

 

 

At December 31, 2020, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.09 billion and $155.6 million, respectively. At June 30, 2020, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.21 billion and $155.3 million, respectively.

Borrowings at June 30, 2020 also included overnight borrowings in the form of depositor sweep accounts totaling $5.7 million, while there were no such borrowings at December 31, 2020.

 

- 34 -


 

12.     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to specific wholesale funding positions.

 

Fair Values of Derivative Instruments on the Statement of Financial Condition

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Statement of Financial Condition as of December 31, 2020 and June 30, 2020:

 

 

December 31, 2020

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Location

 

Fair Value

 

 

Location

 

Fair Value

 

 

(In Thousands)

 

Derivatives designated as hedging

   instruments:

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

Other assets

 

$

216

 

 

Other liabilities

 

$

12,293

 

Total

 

 

$

216

 

 

 

 

$

12,293

 

 

 

June 30, 2020

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

Location

 

Fair Value

 

 

Location

 

Fair Value

 

 

(In Thousands)

 

Derivatives designated as hedging

   instruments:

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

Other assets

 

$

235

 

 

Other liabilities

 

$

18,177

 

Total

 

 

$

235

 

 

 

 

$

18,177

 

 

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using derivatives are primarily to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps and caps as part of its interest rate risk management strategy.  These interest rate products are designated as cash flow hedges.  As of December 31, 2020, the Company had a total of 13 interest rate swaps and caps with a total notional amount of $1.19 billion hedging specific wholesale funding positions.

For derivatives designated as cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income, net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate wholesale funding positions.  During the three and six months ended December 31, 2020, the Company had $2.2 million and $4.6 million, respectively, of reclassifications to interest expense.  During the next twelve months, the Company estimates that $6.6 million will be reclassified as an increase in interest expense.

- 35 -


The tables below present the pre-tax effects of the Company’s derivative instruments on the Consolidated Statements of Income for the three and six months ended December 31, 2020 and 2019:

 

 

Three Months Ended December 31, 2020

 

 

Amount of Gain

(Loss) Recognized

in OCI on

Derivatives

 

 

Location of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

Amount of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

 

(In Thousands)

 

Derivatives in cash flow

   hedging relationships:

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

1,389

 

 

Interest expense

 

$

(2,217

)

Total

$

1,389

 

 

 

 

$

(2,217

)

 

 

 

Six Months Ended December 31, 2020

 

 

Amount of Gain

(Loss) Recognized

in OCI on

Derivatives

 

 

Location of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

Amount of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

 

(In Thousands)

 

Derivatives in cash flow

   hedging relationships:

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

1,278

 

 

Interest expense

 

$

(4,589

)

Total

$

1,278

 

 

 

 

$

(4,589

)

 

 

 

Three Months Ended December 31, 2019

 

 

Amount of Gain

(Loss) Recognized

in OCI on

Derivatives

 

 

Location of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

Amount of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

 

(In Thousands)

 

Derivatives in cash flow

   hedging relationships:

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

2,679

 

 

Interest expense

 

$

836

 

Total

$

2,679

 

 

 

 

$

836

 

 

 

 

Six Months Ended December 31, 2019

 

 

Amount of Gain

(Loss) Recognized

in OCI on

Derivatives

 

 

Location of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

Amount of Gain

(Loss) Reclassified

from Accumulated

OCI into Income

 

 

(In Thousands)

 

Derivatives in cash flow

   hedging relationships:

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

920

 

 

Interest expense

 

$

2,207

 

Total

$

920

 

 

 

 

$

2,207

 

 

 

- 36 -


 

Offsetting Derivatives

 

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statements of Financial Condition as of December 31, 2020 and June 30, 2020, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statements of Financial Condition.

 

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts Not Offset

 

 

 

 

 

 

Gross Amount Recognized

 

 

Gross Amounts Offset

 

 

Net Amounts Presented

 

 

Financial Instruments

 

 

Cash Collateral Received

 

 

Net Amount

 

 

(In Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

1,003

 

 

$

(787

)

 

$

216

 

 

$

-

 

 

$

-

 

 

$

216

 

Total

$

1,003

 

 

$

(787

)

 

$

216

 

 

$

-

 

 

$

-

 

 

$

216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts Not Offset

 

 

 

 

 

 

Gross Amount Recognized

 

 

Gross Amounts Offset

 

 

Net Amounts Presented

 

 

Financial Instruments

 

 

Cash Collateral Posted

 

 

Net Amount

 

 

(In Thousands)

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

13,080

 

 

$

(787

)

 

$

12,293

 

 

$

-

 

 

$

(12,293

)

 

$

-

 

Total

$

13,080

 

 

$

(787

)

 

$

12,293

 

 

$

-

 

 

$

(12,293

)

 

$

-

 

 

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts Not Offset

 

 

 

 

 

 

Gross Amount Recognized

 

 

Gross Amounts Offset

 

 

Net Amounts Presented

 

 

Financial Instruments

 

 

Cash Collateral Received

 

 

Net Amount

 

 

(In Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

592

 

 

$

(357

)

 

$

235

 

 

$

-

 

 

$

-

 

 

$

235

 

Total

$

592

 

 

$

(357

)

 

$

235

 

 

$

-

 

 

$

-

 

 

$

235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Amounts Not Offset

 

 

 

 

 

 

Gross Amount Recognized

 

 

Gross Amounts Offset

 

 

Net Amounts Presented

 

 

Financial Instruments

 

 

Cash Collateral Posted

 

 

Net Amount

 

 

(In Thousands)

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

18,534

 

 

$

(357

)

 

$

18,177

 

 

$

-

 

 

$

(18,177

)

 

$

-

 

Total

$

18,534

 

 

$

(357

)

 

$

18,177

 

 

$

-

 

 

$

(18,177

)

 

$

-

 

 

- 37 -


 

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty.  The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty.  As of December 31, 2020, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to those agreements was $13.0 million.  

As required under the enforceable master netting arrangement with its derivatives counterparties, at December 31, 2020, the Company posted financial collateral of $12.3 million that was not included as offsetting amount.

In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at December 31, 2020 and June 30, 2020, included $62.3 million and $127.2 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to our financial condition or results of operations.

 

13.     BENEFIT PLANS

Components of Net Periodic Expense

The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan and Atlas Bank Retirement Income Plan:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Affected Line Item in the Consolidated

 

December 31,

 

 

December 31,

 

 

Statements of Income

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

(In Thousands)

 

 

(In Thousands)

 

 

 

 

 

Service cost

$

27

 

 

$

19

 

 

$

53

 

 

$

39

 

 

Salaries and employee benefits

Interest cost

 

65

 

 

 

82

 

 

 

131

 

 

 

163

 

 

Miscellaneous non-interest  expense

Amortization of unrecognized loss

 

21

 

 

 

5

 

 

 

42

 

 

 

10

 

 

Miscellaneous non-interest  expense

Expected return on assets

 

(29

)

 

 

(28

)

 

 

(57

)

 

 

(56

)

 

Miscellaneous non-interest  expense

Net periodic benefit cost

$

84

 

 

$

78

 

 

$

169

 

 

$

156

 

 

 

 

 

- 38 -


 

 

14.     INCOME TAXES

The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rate of 21% to income for the three and six months ended December 31, 2020 and December 31, 2019:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(Dollars in Thousands)

 

 

(Dollars in Thousands)

 

Income before income taxes

$

22,562

 

 

$

14,199

 

 

$

36,825

 

 

$

29,386

 

Statutory federal tax rate

 

21

%

 

 

21

%

 

 

21

%

 

 

21

%

Federal income tax expense at statutory rate

$

4,738

 

 

$

2,982

 

 

$

7,733

 

 

$

6,171

 

(Reduction) increase in income taxes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax exempt interest

 

(91

)

 

 

(138

)

 

 

(185

)

 

 

(282

)

State tax, net of federal tax effect

 

1,456

 

 

 

809

 

 

 

2,240

 

 

 

2,050

 

Incentive stock option compensation expense

 

20

 

 

 

20

 

 

 

40

 

 

 

37

 

Income from bank-owned life insurance

 

(338

)

 

 

(333

)

 

 

(665

)

 

 

(666

)

Non-deductible merger-related expenses

 

-

 

 

 

20

 

 

 

49

 

 

 

20

 

Bargain purchase gain

 

-

 

 

 

-

 

 

 

(641

)

 

 

-

 

Utilization of capital loss carryforward

 

(375

)

 

 

-

 

 

 

(375

)

 

 

-

 

Other items, net

 

727

 

 

 

187

 

 

 

825

 

 

 

34

 

 

 

6,137

 

 

 

3,547

 

 

 

9,021

 

 

 

7,364

 

Reversal of valuation allowance

 

(523

)

 

 

-

 

 

 

(523

)

 

 

-

 

Total income tax expense

$

5,614

 

 

$

3,547

 

 

$

8,498

 

 

$

7,364

 

Effective income tax rate

 

24.88

%

 

 

24.98

%

 

 

23.08

%

 

 

25.06

%

 

 

15.     FAIR VALUE OF FINANCIAL INSTRUMENTS

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments”. This guidance amends existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The Company adopted the guidance effective July 1, 2018.  Upon adoption, the fair value of the Company’s loan portfolio is now presented using an exit price method.

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: 

 

 

Level 1:

  

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

 

Level 2:

  

Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from, or corroborated by, market data by correlation or other means.

 

 

Level 3:

  

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 the determination of fair value requires significant management judgment or estimation.

 

- 39 -


 

Assets Measured on a Recurring Basis:

The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at December 31, 2020 and June 30, 2020:

Investment Securities Available for Sale

The Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.  From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

Derivatives

The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate caps and swaps. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

 

Those assets measured at fair value on a recurring basis are summarized below:

 

 

December 31, 2020

 

 

Quoted

Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

 

(In Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

 

-

 

 

 

47,763

 

 

 

-

 

 

 

47,763

 

Asset-backed securities

 

-

 

 

 

255,407

 

 

 

-

 

 

 

255,407

 

Collateralized loan obligations

 

-

 

 

 

196,685

 

 

 

-

 

 

 

196,685

 

Corporate bonds

 

-

 

 

 

167,168

 

 

 

-

 

 

 

167,168

 

Trust preferred securities

 

-

 

 

 

2,866

 

 

 

-

 

 

 

2,866

 

Total debt securities

 

-

 

 

 

669,889

 

 

 

-

 

 

 

669,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

-

 

 

 

20,510

 

 

 

-

 

 

 

20,510

 

Residential pass-through securities

 

-

 

 

 

705,991

 

 

 

-

 

 

 

705,991

 

Commercial pass-through securities

 

-

 

 

 

299,503

 

 

 

-

 

 

 

299,503

 

Total mortgage-backed securities

 

-

 

 

 

1,026,004

 

 

 

-

 

 

 

1,026,004

 

Total securities available for sale

$

-

 

 

$

1,695,893

 

 

$

-

 

 

$

1,695,893

 

Interest rate contracts

 

-

 

 

 

216

 

 

 

-

 

 

 

216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

-

 

 

$

1,696,109

 

 

$

-

 

 

$

1,696,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

-

 

 

$

12,293

 

 

$

-

 

 

$

12,293

 

Total liabilities

$

-

 

 

$

12,293

 

 

$

-

 

 

$

12,293

 

 

 

- 40 -


 

 

June 30, 2020

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

 

(In Thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

 

-

 

 

 

54,054

 

 

 

-

 

 

 

54,054

 

Asset-backed securities

 

-

 

 

 

172,447

 

 

 

-

 

 

 

172,447

 

Collateralized loan obligations

 

-

 

 

 

193,788

 

 

 

-

 

 

 

193,788

 

Corporate bonds

 

-

 

 

 

143,639

 

 

 

-

 

 

 

143,639

 

Trust preferred securities

 

-

 

 

 

2,627

 

 

 

-

 

 

 

2,627

 

Total debt securities

 

-

 

 

 

566,555

 

 

 

-

 

 

 

566,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

-

 

 

 

30,903

 

 

 

-

 

 

 

30,903

 

Residential pass-through securities

 

-

 

 

 

561,954

 

 

 

-

 

 

 

561,954

 

Commercial pass-through securities

 

-

 

 

 

226,291

 

 

 

-

 

 

 

226,291

 

Total mortgage-backed securities

 

-

 

 

 

819,148

 

 

 

-

 

 

 

819,148

 

Total securities available for sale

 

-

 

 

 

1,385,703

 

 

 

-

 

 

 

1,385,703

 

Interest rate contracts

 

-

 

 

 

235

 

 

 

-

 

 

 

235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

-

 

 

$

1,385,938

 

 

$

-

 

 

$

1,385,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts

$

-

 

 

$

18,177

 

 

$

-

 

 

$

18,177

 

Total liabilities

$

-

 

 

$

18,177

 

 

$

-

 

 

$

18,177

 

 

Assets Measured on a Non-Recurring Basis:

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at December 31, 2020 and June 30, 2020:

Collateral Dependent Individually Analyzed / Impaired Loans:

The fair value of collateral dependent loans that are individually analyzed or were previously deemed impaired is determined based upon the appraised fair value of the underlying collateral, less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. For non-collateral-dependent loans, management estimates fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. Collateral dependent individually analyzed / impaired loans are considered a Level 3 valuation by the Company.

- 41 -


Other Real Estate Owned  

Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience.  When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions.

 

Those assets measured at fair value on a non-recurring basis are summarized below:

 

 

December 31, 2020

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

 

(In Thousands)

 

Collateral dependent loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

-

 

 

$

-

 

 

$

1,900

 

 

$

1,900

 

Non-residential mortgage

 

-

 

 

 

-

 

 

 

3,375

 

 

 

3,375

 

Total

$

-

 

 

$

-

 

 

$

5,275

 

 

$

5,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

-

 

 

$

-

 

 

$

178

 

 

$

178

 

Total

$

-

 

 

$

-

 

 

$

178

 

 

$

178

 

 

 

June 30, 2020

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

Total

 

 

(In Thousands)

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

-

 

 

$

-

 

 

$

2,339

 

 

$

2,339

 

Non-residential mortgage

 

-

 

 

 

-

 

 

 

2,282

 

 

 

2,282

 

Commercial business

 

-

 

 

 

-

 

 

 

129

 

 

 

129

 

Total

$

-

 

 

$

-

 

 

$

4,750

 

 

$

4,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

-

 

 

 

-

 

 

 

178

 

 

 

178

 

Total

$

-

 

 

$

-

 

 

$

178

 

 

$

178

 

 

- 42 -


 

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value:

 

 

December 31, 2020

 

 

Fair

Value

 

 

Valuation

Techniques

 

Unobservable

Input

 

Range

 

 

Weighted

Average

 

 

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateral dependent loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

1,900

 

 

Market valuation of

underlying collateral

(1)

Adjustments to reflect current

conditions/selling costs

(2)

7% - 11%

 

 

 

8.50

%

Non-residential mortgage

 

3,375

 

 

Market valuation of

underlying collateral

(1)

Adjustments to reflect current

conditions/selling costs

(2)

9% - 11%

 

 

 

9.93

%

Total

$

5,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

178

 

 

Market valuation of

underlying collateral

(3)

Adjustments to reflect current

conditions/selling costs

(2)

6.00%

 

 

 

6.00

%

Total

$

178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

Fair

Value

 

 

Valuation

Techniques

 

Unobservable

Input

 

Range

 

 

Weighted

Average

 

 

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

$

2,339

 

 

Market valuation of

underlying collateral

(1)

Adjustments to reflect current

conditions/selling costs

(2)

7% - 9%

 

 

 

8.17

%

Non-residential mortgage

 

2,282

 

 

Market valuation of

underlying collateral

(1)

Adjustments to reflect current

conditions/selling costs

(2)

9% - 12%

 

 

 

10.27

%

Commercial business

 

129

 

 

Market valuation of

underlying collateral

(1)

Adjustments to reflect current

conditions/selling costs

(2)

0% - 0%

 

 

 

0.00

%

Total

$

4,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage

 

178

 

 

Market valuation of

underlying collateral

(3)

Adjustments to reflect current

conditions/selling costs

(2)

6.00%

 

 

 

6.00

%

Total

$

178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The fair value of impaired loans is generally determined based on an independent appraisal of the fair value of a loan’s underlying collateral.

(2)

The fair value basis of impaired loans and other real estate owned is adjusted to reflect management’s estimates of selling costs including, but not necessarily limited to, real estate brokerage commissions and title transfer fees.

(3)

The fair value basis of other real estate owned is generally determined based upon the lower of an independent appraisal of the property’s fair value or the applicable listing price or contracted sales price.

 

At December 31, 2020, collateral dependent loans valued using Level 3 inputs comprised loans with principal balances totaling $6.0 million and valuation allowances of $725,000 reflecting fair values of $5.3 million. By comparison, at June 30, 2020, under previously applicable GAAP, impaired loans valued using Level 3 inputs comprised loans with principal balances totaling $4.8 million and valuation allowances of $89,000 reflecting fair values of $4.8 million.

Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the repossessed real estate originally securing the loan.  At December 31, 2020 and June 30, 2020, the Company held other real estate owned totaling $178,000 whose carrying value was written down utilizing Level 3 inputs.

 

- 43 -


 

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of December 31, 2020 and June 30, 2020:

 

 

December 31, 2020

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Quoted

Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(In Thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

129,694

 

 

$

129,694

 

 

$

129,694

 

 

$

-

 

 

$

-

 

Investment securities available for sale

 

1,695,893

 

 

 

1,695,893

 

 

 

-

 

 

 

1,695,893

 

 

 

-

 

Investment securities held to maturity

 

29,549

 

 

 

31,063

 

 

 

-

 

 

 

31,063

 

 

 

-

 

Loans held-for-sale

 

12,601

 

 

 

13,129

 

 

 

-

 

 

 

13,129

 

 

 

-

 

Net loans receivable

 

4,765,248

 

 

 

4,808,589

 

 

 

-

 

 

 

-

 

 

 

4,808,589

 

FHLB Stock

 

45,578

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Interest receivable

 

19,826

 

 

 

19,826

 

 

 

-

 

 

 

4,301

 

 

 

15,525

 

Interest rate contracts

 

216

 

 

 

216

 

 

 

-

 

 

 

216

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

5,312,613

 

 

 

5,325,183

 

 

 

3,346,649

 

 

 

-

 

 

 

1,978,534

 

Borrowings

 

865,651

 

 

 

899,960

 

 

 

-

 

 

 

-

 

 

 

899,960

 

Interest payable on deposits

 

327

 

 

 

327

 

 

 

190

 

 

 

-

 

 

 

137

 

Interest payable on borrowings

 

1,554

 

 

 

1,554

 

 

 

-

 

 

 

-

 

 

 

1,554

 

Interest rate contracts

 

12,293

 

 

 

12,293

 

 

 

-

 

 

 

12,293

 

 

 

-

 

 

 

 

June 30, 2020

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Quoted

Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

 

(In Thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

180,967

 

 

$

180,967

 

 

$

180,967

 

 

$

-

 

 

$

-

 

Investment securities available for sale

 

1,385,703

 

 

 

1,385,703

 

 

 

-

 

 

 

1,385,703

 

 

 

-

 

Investment securities held to maturity

 

32,556

 

 

 

34,069

 

 

 

-

 

 

 

34,069

 

 

 

-

 

Loans held-for-sale

 

20,789

 

 

 

21,550

 

 

 

-

 

 

 

21,550

 

 

 

-

 

Net loans receivable

 

4,461,070

 

 

 

4,462,232

 

 

 

-

 

 

 

-

 

 

 

4,462,232

 

FHLB Stock

 

58,654

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Interest receivable

 

17,373

 

 

 

17,373

 

 

 

4

 

 

 

4,154

 

 

 

13,215

 

Interest rate contracts

 

235

 

 

 

235

 

 

 

-

 

 

 

235

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

4,430,282

 

 

 

4,449,877

 

 

 

2,589,886

 

 

 

-

 

 

 

1,859,991

 

Borrowings

 

1,173,165

 

 

 

1,215,529

 

 

 

-

 

 

 

-

 

 

 

1,215,529

 

Interest payable on deposits

 

395

 

 

 

395

 

 

 

295

 

 

 

-

 

 

 

100

 

Interest payable on borrowings

 

1,723

 

 

 

1,723

 

 

 

-

 

 

 

-

 

 

 

1,723

 

Interest rate contracts

 

18,177

 

 

 

18,177

 

 

 

-

 

 

 

18,177

 

 

 

-

 

 

- 44 -


 

Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure.

Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

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

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

 

 

16.     COMPREHENSIVE INCOME

The components of accumulated other comprehensive income included in stockholders’ equity at December 31, 2020 and June 30, 2020 are as follows:

 

 

December 31,

 

 

June 30,

 

 

2020

 

 

2020

 

 

(In Thousands)

 

Net unrealized gain on securities available for sale

$

23,958

 

 

$

22,482

 

Tax effect

 

(7,031

)

 

 

(6,541

)

Net of tax amount

 

16,927

 

 

 

15,941

 

 

 

 

 

 

 

 

 

Fair value adjustments on derivatives

 

(13,551

)

 

 

(19,418

)

Tax effect

 

4,039

 

 

 

5,730

 

Net of tax amount

 

(9,512

)

 

 

(13,688

)

 

 

 

 

 

 

 

 

Benefit plan adjustments

 

(1,370

)

 

 

(1,412

)

Tax effect

 

408

 

 

 

416

 

Net of tax amount

 

(962

)

 

 

(996

)

 

 

 

 

 

 

 

 

Total accumulated other comprehensive income

$

6,453

 

 

$

1,257

 

 

 

- 45 -


 

 

Other comprehensive income and related tax effects for the three and six months ended December 31, 2020 and December 31, 2019 are presented in the following table:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(In Thousands)

 

 

(In Thousands)

 

Net unrealized holding gain (loss) on securities

  available for sale

$

730

 

 

$

(2,844

)

 

$

1,912

 

 

$

7,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net unrealized holding loss on

  securities available for sale transferred to held

  to maturity (1)

 

-

 

 

 

-

 

 

 

-

 

 

 

596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized (gain) loss on sale and call of securities

  available for sale (2)

 

(813

)

 

 

(11

)

 

 

(436

)

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustments on derivatives

 

3,606

 

 

 

1,844

 

 

 

5,867

 

 

 

(1,286

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of actuarial loss

 

21

 

 

 

5

 

 

 

42

 

 

 

10

 

Net actuarial gain (3)

 

-

 

 

 

-

 

 

 

-

 

 

 

470

 

Net change in benefit plan accrued expense

 

21

 

 

 

5

 

 

 

42

 

 

 

480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) before taxes

 

3,544

 

 

 

(1,006

)

 

 

7,385

 

 

 

7,105

 

Tax effect

 

(1,065

)

 

 

271

 

 

 

(2,189

)

 

 

(1,989

)

Total other comprehensive income (loss)

$

2,479

 

 

$

(735

)

 

$

5,196

 

 

$

5,116

 

 

(1)

Represents amounts reclassified out of accumulated other comprehensive income and included in interest income on taxable securities.

(2)

Represents amounts reclassified out of accumulated other comprehensive income and included in gain on sale of securities on the consolidated statements of income.

(3)

Represents amounts reclassified out of accumulated other comprehensive income and included in the computation of net periodic pension expense.  See Note 13 – Benefit Plans for additional information.

 

 

- 46 -


 

17.     REVENUE RECOGNITION

Effective July 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as OREO. The majority of the Company’s revenues come from interest income and other sources, including loans, leases, securities, and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO.

The Company, using a modified retrospective transition approach, determined that there was no cumulative effect adjustment to retained earnings as a result of adopting the new standard, nor did the standard have a material impact on our consolidated financial statements including the timing or amounts of revenue recognized.

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within non-interest income. The following table presents the Company’s sources of non-interest income for the three and six months ended December 31, 2020 and 2019.  Sources of revenue outside the scope of ASC 606 are noted as such.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

(In Thousands)

 

 

(In Thousands)

 

Non-interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit-related fees and charges

$

385

 

 

$

463

 

 

$

734

 

 

$

939

 

Loan-related fees and charges (1)

 

1,511

 

 

 

1,682

 

 

 

2,238

 

 

 

2,674

 

Gain (loss) on sale and call of securities (1)

 

813

 

 

 

11

 

 

 

436

 

 

 

(3

)

Gain on sale of loans (1)

 

2,378

 

 

 

668

 

 

 

4,268

 

 

 

1,273

 

Loss on sale and write down of other real estate owned

 

-

 

 

 

(28

)

 

 

-

 

 

 

(28

)

Income from bank owned life insurance (1)

 

1,596

 

 

 

1,576

 

 

 

3,192

 

 

 

3,156

 

Electronic banking fees and charges (interchange income)

 

404

 

 

 

293

 

 

 

809

 

 

 

611

 

Bargain purchase gain (1)

 

-

 

 

 

-

 

 

 

3,053

 

 

 

-

 

Other income (1)

 

67

 

 

 

(111

)

 

 

157

 

 

 

(106

)

Total non-interest income

$

7,154

 

 

$

4,554

 

 

$

14,887

 

 

$

8,516

 

 

(1)

Not within the scope of ASC 606.

A description of the Company’s revenue streams accounted for under ASC 606 is as follows:

Service Charges on Deposit Accounts

The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

- 47 -


Gains/Losses on Sales of OREO

The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. Gain/Losses on the sales of OREO falls within the scope of ASC 606, if the Company finances the transaction.  Under ASC 606, if the Company finances the sale of OREO to the buyer, the Company is required to assess whether the buyer is committed to perform their obligations under the contract and whether the collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Generally, the Company does not finance the sale of OREO properties.

Interchange Income

The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution.

 

 

- 48 -


 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations.  This includes statements regarding general economic conditions, public health crisis such as the governmental, social and economic effects of the novel coronavirus, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices.  Further description of the risks and uncertainties to the business are included in the Company’s other filings with the Securities and Exchange Commission.

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Impact of COVID-19

As the Company’s business is primarily conducted within the states of New Jersey and New York, and those states have been significantly impacted by COVID-19, the operations and operating results of the Company have been similarly impacted.

Employee Matters.  As the COVID-19 pandemic has unfolded, and stay-at-home orders were mandated by government officials, the majority of our non-branch personnel have transitioned to working remotely, and have continued to do so through December 31, 2020. Our information technology infrastructure has afforded us the ability to work remotely with little interruption as we continue to service the needs of our clients. For those essential employees who are unable to work from home, we have provided personal protective equipment, established guidelines to maintain appropriate social distancing and have initiated enhanced cleaning of our facilities to ensure a safe working environment.

Retail Branches.  At the outset of the pandemic we modified our branch hours and access to ensure the safety of our employees and clients. Where possible, branch lobbies were transitioned to appointment-only access, with the majority of branch operations being conducted via our drive-up windows. As certain branches did not have drive-up capabilities, or suitable alternatives, we temporarily closed certain locations. In the months following and in accordance with the protocols recommended by the CDC, we have outfitted our branches with protective barriers and continued to provide our staff with personal protective equipment. In addition, we have instituted policies requiring our clients to wear face masks and to adhere to social distancing protocols while visiting our branch locations. With these modifications, as of December 31, 2020, all of our branches had re-opened their lobbies and were fully operational.

CARES Act, Paycheck Protection Program and Health Care Enhancement Act (“PPP Enhancement Act”). On March 27, 2020 the CARES Act was signed into law. Among the more significant components of the CARES Act, as it pertains to the Company, was the creation of the PPP, the modification of rules and regulations surrounding troubled debt restructured loans and modifications to the tax code to allow for the carryback of net operating losses.

The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program. As part of this program the SBA guarantees 100% of the PPP loans made to eligible borrowers. As a qualified SBA lender, the Bank is automatically authorized to originate PPP loans. On April 16, 2020, the original authorization of $349 billion in funding for the PPP program was exhausted. On April 23, 2020, the PPP Enhancement Act was signed into law and provided an additional $310 billion in funding for the PPP program.

As of December 31, 2020 and including loans acquired in conjunction with the Company’s acquisition of MSB, we had approximately 72 loans with total outstanding balances of $39.2 million under the PPP.

- 49 -


 

Based on Section 4013 of the CARES Act, the 2021 Consolidated Appropriations Act and related regulatory guidance promulgated by federal banking regulators, qualifying loan modifications, including short-term payment deferrals, are not considered to be TDRs. Additional information regarding loans modified in accordance with this guidance are provided in the tables below.

The CARES Act included multiple provisions which impacted the tax code. One such provision restored net operating loss (“NOL”) carrybacks that were eliminated by the 2017 Tax Cuts and Jobs Act. The new carryback provision allows for a five year carryback of NOLs incurred by corporations in the 2018, 2019 and 2020 tax years. As a result of this provision the Company was able to carry back NOLs, which had been recorded at the current statutory federal rate of 21%, at the prior statutory rate of 34%.

2021 Consolidated Appropriations Act. As noted earlier, the 2021 Consolidated Appropriations Act was signed into law on December 27, 2020.  This new legislation is a $900 billion relief package that includes legislation extending certain relief provisions from the CARES Act that were set to expire on December 31, 2020.  Of note for financial institutions, $286 billion was approved for additional PPP loans. As it relates to TDRs, the CARES Act permitted financial institutions to suspend TDR assessment and reporting requirements under GAAP for loan modifications.  Set to expire on December 31, 2020, this new legislation extends this relief to the earlier of 60 days after the national emergency declared by the President is terminated or January 1, 2022.

Loan Portfolio.  The government-mandated closure of certain businesses and the curtailment of non-essential travel has created an increased level of risk to certain segments of the loan portfolio. Additional disclosures surrounding portfolio-wide loan-to-value ratios for real estate secured loans, exposures to certain loan sectors and non-TDR loan modifications granted under section 4013 of the CARES Act are provided below.

The following table sets forth the composition of our real estate secured loans indicating the loan-to-value, by loan category, at December 31, 2020:

 

December 31, 2020

 

 

Balance (1)

 

 

LTV

 

 

(In Thousands)

 

 

 

 

 

Commercial mortgage loans:

 

 

 

 

 

 

 

Multi-family mortgage loans

$

2,076,483

 

 

63%

 

Nonresidential mortgage loans

 

1,123,695

 

 

53%

 

Total commercial mortgage loans

 

3,200,178

 

 

59%

 

 

 

 

 

 

 

 

 

One- to four-family residential mortgage

 

1,305,351

 

 

58%

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

Home equity loans

 

65,298

 

 

44%

 

 

 

 

 

 

 

 

 

Total mortgage loans

$

4,570,827

 

 

59%

 

 

(1)

Includes loans acquired in conjunction with the Company’s acquisition of MSB on July 10, 2020.

 

- 50 -


 

 

The following table identifies our exposure to various loan sectors at December 31, 2020:

 

 

December 31, 2020

 

 

Real-Estate Secured (1)

 

 

Non-Real Estate Secured (1)

 

 

Total

 

 

# of Loans

 

 

Balance

 

 

LTV

 

 

# of Loans

 

 

Balance

 

 

# of Loans

 

 

Balance

 

 

(Dollars In Thousands)

 

Hotel

 

3

 

 

$

3,862

 

 

 

59

%

 

 

6

 

 

$

1,362

 

 

 

9

 

 

$

5,224

 

Restaurant

 

15

 

 

 

9,668

 

 

 

50

%

 

 

34

 

 

 

3,672

 

 

 

49

 

 

 

13,340

 

Retail shopping center

 

125

 

 

 

321,575

 

 

 

52

%

 

 

2

 

 

 

53

 

 

 

127

 

 

 

321,628

 

Entertainment & recreation

 

4

 

 

 

4,076

 

 

 

54

%

 

 

14

 

 

 

1,799

 

 

 

18

 

 

 

5,875

 

Wholesale commercial business

 

-

 

 

 

-

 

 

N/A

 

 

 

13

 

 

 

18,339

 

 

 

13

 

 

 

18,339

 

Wholesale consumer unsecured

 

-

 

 

 

-

 

 

N/A

 

 

 

49

 

 

 

80

 

 

 

49

 

 

 

80

 

Total

 

147

 

 

$

339,181

 

 

 

52

%

 

 

118

 

 

$

25,305

 

 

 

265

 

 

$

364,486

 

 

(1)

Includes loans acquired in conjunction with the Company’s acquisition of MSB on July 10, 2020.

Loan modifications in the table below reflect those loans whose modification includes a deferral that was still in effect at December 31, 2020.  As of December 31, 2020, the Company had modifications on 37 loans totaling $33.2 million in principal balances, representing 0.68% of total loans.

The following table sets forth the composition of loans with modifications by loan segment as of December 31, 2020:

 

 

December 31, 2020

 

 

# of Loans (1)

 

 

Balance (1)

 

 

% of Total Loans

 

 

(Dollars In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

 

 

 

 

Multi-family mortgage loans

 

9

 

 

$

18,247

 

 

0.37%

 

Nonresidential mortgage

 

2

 

 

 

5,913

 

 

0.12%

 

Commercial business

 

5

 

 

 

1,314

 

 

0.03%

 

Total commercial loans

 

16

 

 

 

25,474

 

 

0.52%

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

residential mortgage

 

20

 

 

 

7,664

 

 

0.16%

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

1

 

 

 

39

 

 

0.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

37

 

 

$

33,177

 

 

0.68%

 

 

(1)

Includes loans acquired in conjunction with the Company’s acquisition of MSB on July 10, 2020.

 

- 51 -


 

 

Comparison of Financial Condition at December 31, 2020 and June 30, 2020

Executive Summary.  Total assets increased by $577.0 million to $7.34 billion at December 31, 2020 from $6.76 billion at June 30, 2020. As described in greater detail below, the net increase in total assets was due, in part, to the Company’s July 10, 2020 acquisition of MSB. The increase primarily reflected increases in investment securities, net loans receivable and other assets, partially offset by decreases in cash and equivalents and loans held-for-sale.

Investment Securities.  Investment securities available for sale increased by $310.2 million, to $1.70 billion at December 31, 2020, from $1.39 billion at June 30, 2020. The net increase in the portfolio during the six months ended December 31, 2020 reflected security purchases totaling $605.0 million and a $1.5 million increase in the fair value of the portfolio to a net unrealized gain of $24.0 million. The net increase in the portfolio was partially offset by security sales totaling $44.4 million and $255.3 million in principal repayment, net of premium amortization and discount accretion. Also included in this increase were securities acquired from MSB with fair values of $3.5 million at the time of acquisition.

Investment securities held to maturity decreased by $3.0 million to $29.5 million at December 31, 2020 from $32.6 million at June 30, 2020. This decrease was attributable to principal repayment, net of discount accretion and premium amortization.

Additional information regarding investment securities as of those dates is presented in Note 7 to the unaudited consolidated financial statements.

Loans Held-for-Sale. Loans held-for-sale totaled $12.6 million at December 31, 2020 as compared to $20.8 million at June 30, 2020 and are reported separately from the balance of net loans receivable. During the six months ended December 31, 2020, $220.2 million of residential mortgage loans were sold, resulting in net gains on sale of $3.9 million.

Net Loans Receivable.  Net loans receivable increased by $304.2 million to $4.77 billion at December 31, 2020 from $4.46 billion at June 30, 2020. The increase reflected loans with fair values totaling $530.2 million that were acquired in conjunction with the acquisition of MSB, partially offset by a net decrease in non-acquired loans. This decrease in non-acquired loans was the result of elevated levels of loan prepayment activity, largely concentrated within the one- to four-family residential portfolio, and the sale of $43.6 million of PPP loans. Detail regarding the changes in the loan portfolio is presented below:

 

 

December 31,

 

 

June 30,

 

 

Increase/

 

 

2020

 

 

2020

 

 

(Decrease)

 

 

(In Thousands)

 

Commercial loans:

 

 

 

 

 

 

 

 

 

 

 

Multi-family mortgage

$

2,076,483

 

 

$

2,059,568

 

 

$

16,915

 

Nonresidential mortgage

 

1,123,695

 

 

 

960,853

 

 

 

162,842

 

Commercial business

 

202,010

 

 

 

138,788

 

 

 

63,222

 

Construction

 

90,398

 

 

 

20,961

 

 

 

69,437

 

Total commercial loans

 

3,492,586

 

 

 

3,180,170

 

 

 

312,416

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family residential mortgage

 

1,305,351

 

 

 

1,273,022

 

 

 

32,329

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer loans:

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

65,298

 

 

 

82,920

 

 

 

(17,622

)

Other consumer

 

4,123

 

 

 

3,991

 

 

 

132

 

Total consumer

 

69,421

 

 

 

86,911

 

 

 

(17,490

)

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

4,867,358

 

 

 

4,540,103

 

 

 

327,255

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaccreted yield adjustments

 

(38,724

)

 

 

(41,706

)

 

 

2,982

 

Allowance for credit losses

 

(63,386

)

 

 

(37,327

)

 

 

(26,059

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loans receivable

$

4,765,248

 

 

$

4,461,070

 

 

$

304,178

 

 

- 52 -


 

 

Commercial loan origination volume for the six months ended December 31, 2020 totaled $221.6 million, which comprised $149.1 million of commercial mortgage loan originations augmented by $54.9 million of commercial business loan originations and construction loan disbursements of $17.6 million. Commercial loan originations for the period were augmented with the funding of purchased loans totaling $21.6 million. Additionally, in conjunction with the acquisition of MSB, the Company acquired commercial loans with fair values totaling approximately $389.3 million.

 

As noted earlier, the Company sold $43.6 million of PPP loans during the quarter ended December 31, 2020. At December 31, 2020, the balance of commercial loans included PPP loans totaling $39.2 million.

One- to four-family residential mortgage loan origination volume for the six months ended December 31, 2020, excluding loans held-for-sale, totaled $179.7 million and was augmented with the funding of purchased loans totaling $1.9 million. Home equity loan and line of credit origination volume for the same period totaled $7.8 million. Additionally, in conjunction with the acquisition of MSB, the Company acquired one- to four-family residential mortgage loans and home equity loans and lines of credit with fair values totaling approximately $121.7 million and $19.1 million, respectively.

Additional information about the Company’s loans at December 31, 2020 and June 30, 2020 is presented in Note 8 to the unaudited consolidated financial statements.

Nonperforming Loans and TDRs.  Nonperforming loans increased by $34.8 million to $71.5 million, or 1.48% of total loans at December 31, 2020, from $36.7 million, or 0.82% of total loans at June 30, 2020.  This increase was largely attributable to two commercial mortgage loans and two multi-family mortgage loans, secured by various properties located in New York City, which were placed on non-accrual status during the quarter ended December 31, 2020. All four loans are well secured and currently require no specific impairment reserve. In addition, the increase reflected $5.8 million of non-performing loans acquired from MSB, whose fair values at acquisition reflected various levels of impairment. Non-performing loans at December 31, 2020 did not include $58.0 million of performing PCD loans acquired from MSB.

TDRs are loans where the Company has modified the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. As noted above, based on Section 4013 of the CARES Act, the 2021 Consolidated Appropriations Act and related regulatory guidance promulgated by federal banking regulators, qualifying loan modifications, including short-term payment deferrals, are not considered to be TDRs. At December 31, 2020, the Company had accruing TDRs totaling $8.1 million, a decrease of $294,000 from $8.4 million at June 30, 2020. At December 31, 2020, the Company had non-accrual TDRs totaling $11.5 million, a decrease of $1.6 million from $13.1 million at June 30, 2020.

Additional information about the Company’s nonperforming loans at December 31, 2020 and June 30, 2020 is presented in Note 8 to the unaudited consolidated financial statements.

Allowance for Credit Losses (“ACL”). At December 31, 2020, the ACL totaled $63.4 million, or 1.30% of total loans, reflecting an increase of $26.1 million from $37.3 million, or 0.82% of total loans, at June 30, 2020. This increase resulted from the adoption of CECL, which increased the ACL for loans receivable by $19.6 million, and the establishment of an ACL for loans acquired from MSB totaling $9.0 million, partially offset by a reduction in ACL attributable to the effects of a decrease in the overall balance of the portion of the loan portfolio that was collectively evaluated for impairment and net charge-offs.

See Note 1 to the unaudited consolidated financial statements regarding the process and methodology employed to estimate the ACL.  Additional information about the ACL at December 31, 2020 and June 30, 2020 is presented in Note 9 to the unaudited consolidated financial statements.

Other Assets.  The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, other real estate owned and other assets, increased by $25.1 million to $702.2 million at December 31, 2020 from $677.1 million at June 30, 2020.  

The increase in other assets primarily reflected the impact of the MSB acquisition through which the Company acquired other assets with fair values totaling $34.1 million.  The increase in other assets was partially offset by a decrease in the balance of FHLB stock during the six months ended December 31, 2020.

The remaining increases and decreases in other assets for the six months ended December 31, 2020 generally reflected normal operating fluctuations in their respective balances.

- 53 -


 

Deposits.  Total deposits increased by $882.3 million to $5.31 billion at December 31, 2020 from $4.43 billion at June 30, 2020.  The increase in deposits reflected the impact of the MSB acquisition through which the Company assumed deposits with fair values totaling $460.2 million coupled with organic growth in deposits of $422.1 million. The increase in deposits also reflected core non-maturity deposit growth of $756.8 million, inclusive of core non-maturity deposits acquired from MSB with fair values totaling $305.2 million. The following table sets forth the distribution of total deposits, by type, at the dates indicated:

 

 

December 31,

 

 

June 30,

 

 

 

 

 

 

2020

 

 

 

2020

 

 

Increase

 

 

(In Thousands)

 

Non-interest-bearing deposits

$

518,828

 

 

$

419,138

 

 

$

99,690

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

1,752,699

 

 

 

1,264,151

 

 

 

488,548

 

Savings

 

1,075,122

 

 

 

906,597

 

 

 

168,525

 

Certificates of deposit

 

1,965,964

 

 

 

1,840,396

 

 

 

125,568

 

Interest-bearing deposits

 

4,793,785

 

 

 

4,011,144

 

 

 

782,641

 

Total deposits

$

5,312,613

 

 

$

4,430,282

 

 

$

882,331

 

 

Additional information about the Company’s deposits at December 31, 2020 and June 30, 2020 is presented in Note 10 to the unaudited consolidated financial statements.

Borrowings.  The balance of borrowings decreased by $307.5 million to $865.7 million at December 31, 2020 from $1.17 billion at June 30, 2020 and reflected the repayment of maturing FHLB advances totaling $275.0 million, the pre-payment of FHLB advances totaling $27.0 million and a decrease in depositor sweep accounts totaling $5.6 million. In conjunction with the acquisition of MSB, the Company assumed overnight FHLB advances with fair values totaling $62.9 million, which were immediately repaid.  

Additional information about the Company’s borrowings at December 31, 2020 and June 30, 2020 is presented in Note 11 to the unaudited consolidated financial statements.

Other Liabilities.  The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, decreased by $6.0 million to $64.6 million at December 31, 2020 from $70.6 million at June 30, 2020. The change in the balance of other liabilities reflected the adoption of CECL, as noted above. At adoption the Company increased its ACL by $536,000 for unfunded loan commitments while also recording a provision for ACL of $522,000 during the six months ended December 31, 2020. The remaining change generally reflected normal operating fluctuations in the balances of other liabilities during the period.

Stockholders’ Equity.  Stockholders’ equity increased by $8.2 million to $1.09 billion at December 31, 2020 from $1.08 billion at June 30, 2020. The increase in stockholders’ equity during the six months ended December 31, 2020 largely reflected $45.1 million of capital stock issued by the Company in conjunction with the acquisition of MSB, net income of $28.3 million and an increase of $5.2 million in accumulated other comprehensive income. Largely offsetting these increases were share repurchases totaling $45.7 million, cash dividends totaling $13.6 million and a $14.2 million cumulative effect adjustment related to the adoption of CECL.

Book value per share decreased by $0.10 to $12.86 at December 31, 2020 while tangible book value per share decreased by $0.06 to $10.33 at December 31, 2020. These decreases were largely attributable to the combined effects of the July 1, 2020 adoption of CECL and the July 10, 2020 acquisition of MSB.

In March 2019 the Company announced its fourth share repurchase plan which authorized the repurchase of 9,218,324 shares, or 10%, of the outstanding shares as of that date. On March 25, 2020 that plan was temporarily suspended due to the risks and uncertainties associated with the COVID-19 pandemic. On October 19, 2020, the Company announced the resumption of that plan which had, as of that date, 761,030 shares of common stock remained to be repurchased. In addition, the Company announced the approval of a fifth repurchase plan totaling 4,475,523 shares, or 5% of the Company’s outstanding common stock which was implemented upon the completion of the fourth stock repurchase plan.

- 54 -


 

During the six months ended December 31, 2020, the Company repurchased 4,508,689 shares of its common stock. Of these shares repurchased, 761,030 shares were repurchased in conjunction with the Company’s fourth repurchase plan, as noted above. Coupled with the 8,457,294 shares previously repurchased, the shares associated with the fourth program were repurchased at a total cost of $117.9 million and at an average cost of $12.79 per share.

The remaining 3,747,659 shares repurchased during the six months ended December 31, 2020, were repurchased in conjunction with the Company’s fifth share repurchase plan, as noted above. Such shares were repurchased at a total cost of $38.9 million and at an average cost of $10.38 per share.

On January 22, 2021, the Company announced the completion of its fifth stock repurchase plan and the authorization of a sixth stock repurchase plan to repurchase up to 4,210,520 shares, or 5%, of the Company’s outstanding common stock.

Comparison of Operating Results for the Quarter ended December 31, 2020 and December 31, 2019

Net Income.  Net income for the quarter ended December 31, 2020 was $16.9 million, or $0.20 per diluted share, compared to $10.7 million, or $0.13 per diluted share for the quarter ended December 31, 2019. The increase in net income reflected increases in net interest income and non-interest income that was partially offset by increases in provision for credit losses, non-interest expense and income tax expense.

Net Interest Income.  Net interest income increased by $9.9 million to $44.6 million for the quarter ended December 31, 2020. The increase between the comparative periods resulted from a decrease of $8.7 million in interest expense coupled with an increase of $1.2 million in interest income.

The decrease in interest expense for the quarter ended December 31, 2020, reflected a 78 basis points decrease in the average cost of interest-bearing liabilities to 0.97%, partially offset by a $550.1 million increase in the average balance of interest-bearing liabilities to $5.70 billion. For the same period, interest expense on deposits decreased by $6.9 million to $8.6 million and was attributable to an 87 basis points decrease in the cost of interest-bearing deposits, partially offset by a $782.4 million increase in their average balance. For the quarter ended December 31, 2020, interest expense on borrowings decreased by $1.8 million to $5.2 million and was attributable to a decrease of $232.4 million in the average balance of borrowings coupled with a 21 basis points decrease in their cost.

The increase in interest income of $1.2 million reflected an increase to the average balance of interest-earning assets of $725.9 million to $6.76 billion, partially offset by a 34 basis points decrease in their yield to 3.45%. Interest income on loans increased by $3.9 million to $49.5 million for the quarter ended December 31, 2020 and was primarily attributable to a $324.1 million increase in the average balance of loans to $4.87 billion. For the same period, the average yield on loans increased five basis points to 4.06%. The decrease in interest income on interest-earning assets, excluding loans, was due to decreases in interest income on taxable securities, tax-exempt securities and other interest-earning assets.

Net interest spread increased by 44 basis points to 2.48% for the quarter ended December 31, 2020, from 2.04% for the quarter ended December 31, 2019. Net interest margin increased 35 basis points to 2.64%, from 2.29%, for the same comparative periods. The increase in the spread and margin reflected a decrease in the average cost of interest-bearing liabilities that was partially offset by a decrease in the average yield on interest-earning assets.

Additional details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense and exclude the impact of prepayment penalties, which are recorded to non-interest income.

 

- 55 -


 

 

 

For the Quarter Ended December 31,

 

2020

 

2019

 

Average

Balance

 

 

Interest

 

 

Average

Yield/

Cost

 

Average

Balance

 

 

Interest

 

 

Average

Yield/

Cost

 

(Dollars in Thousands)

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable (1)

$

4,871,268

 

 

$

49,466

 

 

 

4.06

 

%

 

$

4,547,126

 

 

$

45,608

 

 

 

4.01

 

%

Taxable investment securities (2)

 

1,544,095

 

 

 

7,707

 

 

 

2.00

 

 

 

 

1,244,475

 

 

 

9,698

 

 

 

3.12

 

 

Tax-exempt securities (2)

 

79,044

 

 

 

433

 

 

 

2.19

 

 

 

 

125,187

 

 

 

666

 

 

 

2.13

 

 

Other interest-earning assets (3)

 

266,114

 

 

 

787

 

 

 

1.18

 

 

 

 

117,811

 

 

 

1,210

 

 

 

4.11

 

 

Total interest-earning assets

 

6,760,521

 

 

 

58,393

 

 

 

3.45

 

 

 

 

6,034,599

 

 

 

57,182

 

 

 

3.79

 

 

Non-interest-earning assets

 

632,084

 

 

 

 

 

 

 

 

 

 

 

 

590,746

 

 

 

 

 

 

 

 

 

 

Total assets

$

7,392,605

 

 

 

 

 

 

 

 

 

 

 

$

6,625,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

$

1,683,222

 

 

$

1,987

 

 

 

0.47

 

 

 

$

982,163

 

 

$

3,172

 

 

 

1.29

 

 

Savings

 

1,058,675

 

 

 

872

 

 

 

0.33

 

 

 

 

813,626

 

 

 

1,652

 

 

 

0.81

 

 

Certificates of deposit

 

1,899,406

 

 

 

5,788

 

 

 

1.22

 

 

 

 

2,063,066

 

 

 

10,766

 

 

 

2.09

 

 

Total interest-bearing deposits

 

4,641,303

 

 

 

8,647

 

 

 

0.75

 

 

 

 

3,858,855

 

 

 

15,590

 

 

 

1.62

 

 

Borrowings

 

1,057,958

 

 

 

5,193

 

 

 

1.96

 

 

 

 

1,290,330

 

 

 

6,985

 

 

 

2.17

 

 

Total interest-bearing liabilities

 

5,699,261

 

 

 

13,840

 

 

 

0.97

 

 

 

 

5,149,185

 

 

 

22,575

 

 

 

1.75

 

 

Non-interest-bearing liabilities (4)

 

576,162

 

 

 

 

 

 

 

 

 

 

 

 

373,640

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

6,275,423

 

 

 

 

 

 

 

 

 

 

 

 

5,522,825

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

1,117,182

 

 

 

 

 

 

 

 

 

 

 

 

1,102,520

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders'

  equity

$

7,392,605

 

 

 

 

 

 

 

 

 

 

 

$

6,625,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

44,553

 

 

 

 

 

 

 

 

 

 

 

$

34,607

 

 

 

 

 

 

Interest rate spread (5)

 

 

 

 

 

 

 

 

 

2.48

 

%

 

 

 

 

 

 

 

 

 

 

2.04

 

%

Net interest margin (6)

 

 

 

 

 

 

 

 

 

2.64

 

%

 

 

 

 

 

 

 

 

 

 

2.29

 

%

Ratio of interest-earning assets

  to interest-bearing liabilities

 

1.19

 

X

 

 

 

 

 

 

 

 

 

 

1.17

 

X

 

 

 

 

 

 

 

 

 

(1)

Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets.

(2)

Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)

Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)

Includes average balances of non-interest-bearing deposits of $502,480,000 and $320,161,000, for the quarter ended December 31, 2020, and 2019, respectively.

(5)

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

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

Provision for Credit Losses.  For the quarter ended December 31, 2020 there was a provision reversal of $1.4 million as compared to a provision reversal of $1.5 million for the quarter ended December 31, 2019. The provision reversal for both comparative periods was primarily the result of a reduction in the balance of loans collectively evaluated for impairment.

Additional information regarding the allowance for credit losses and the associated provisions recognized during the quarter ended December 31, 2020 and 2019 is presented in Note 9 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at December 31, 2020 and June 30, 2020.  

- 56 -


 

Non-Interest Income.  Non-interest income increased by $2.6 million to $7.2 million for the quarter ended December 31, 2020.

Fees and service charges decreased by $249,000 to $1.9 million for the quarter ended December 31, 2020 and primarily reflected a decline in loan-related fees related to commercial loan prepayment activity.

Gain (loss) on sale and call of securities reflected a net gain of $813,000 during the quarter ended December 31, 2020 compared to a net gain of $11,000 during the earlier comparative period.

Gain on sale of loans increased by $1.7 million to $2.4 million for the quarter ended December 31, 2020. The increase in loan sale gains reflected an increase in the volume of loans originated and sold between comparative periods coupled with an increase in the margin at which such loans were sold. Also included in gain on sale of loans, for the quarter ended December 31, 2020, was $352,000 attributable to the sale of $43.6 million of PPP loans, as noted earlier.

The Company recognized a net loss of $28,000 related to the write down and sale of other real estate owned (“OREO”) during the quarter ended December 31, 2019, while there were no such losses recognized in the current period.

Other non-interest income increased by $178,000 to $67,000 for the quarter ended December 31, 2020. The increase primarily reflected $236,000 of non-recurring losses on asset disposals recognized in the prior comparative period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expenses. Total non-interest expense increased by $4.1 million to $30.5 million for the quarter ended December 31, 2020.

Salaries and employee benefits increased by $1.9 million to $17.1 million for the quarter ended December 31, 2020. The increase in salaries and employees benefits reflected increases associated with employees retained in conjunction with the MSB acquisition and new hires who were largely concentrated within the lending and retail banking lines of business. These increases were partially offset by decreases in employee severance and ESOP compensation expense.

Net occupancy expense of premises increased by $38,000 to $3.1 million for the quarter ended December 31, 2020 and was partially impacted by $331,000 of lease termination costs incurred in the prior comparative period for which no such costs were recorded in the current period. This increase was largely attributable to ongoing operating expense associated with the addition of four office locations and the acquisition of five office locations from MSB. Partially offsetting these increases were expense reductions associated with the consolidation of 11 office locations during the period.

Equipment and systems expense increased by $856,000 to $3.9 million for the quarter ended December 31, 2020. This increase was largely attributable to increases in equipment, technology infrastructure, core processing and electronic banking delivery channel expense associated with the Company’s growth in clients and accounts, a portion of which was attributable to the acquisition of MSB.

Advertising and marketing expense decreased by $377,000 to $513,000 for the quarter ended December 31, 2020.  This decrease largely reflected changes in advertising expense across a variety of advertising formats reflecting normal fluctuations in the timing of certain campaigns supporting our loan and deposit growth initiatives.

FDIC insurance premiums totaled $490,000 for the quarter ended December 31, 2020 for which no comparable expense was recorded during the prior comparative period. No expense was recorded in the prior comparative period as a result of credits available to the Bank under the FDIC’s Small Bank Assessment Credit program.

Merger-related expenses, associated with the Company’s acquisition of MSB, totaled $219,000 for the quarter ended December 31, 2019 for which no such costs were recorded in the current period.

Debt extinguishment expenses increased by $796,000 and were related to the pre-payment of one FHLB advance, as noted earlier, for which no such expense was recorded during the earlier comparative period.

- 57 -


 

Other non-interest expense increased by $613,000 to $3.9 million for the quarter ended December 31, 2020. The increase in other expense was primarily attributable to non-recurring items recorded in both comparative periods. For the quarter ended December 31, 2020 an asset impairment charge of $347,000, related to a branch closure, was recognized while, for the quarter ended December 31, 2019 the recovery of an asset write-down totaling $288,000 was recorded.

Provision for Income Taxes.  Provision for income taxes increased by $2.1 million to $5.6 million for the quarter ended December 31, 2020, from $3.5 million for the quarter ended December 31, 2019. The increase in income tax expense reflected a higher level of pre-tax net income, as compared to the prior period, resulting in a higher provision for income tax expense.

The effects of a higher level of pre-tax net income was partially offset by the reversal of a valuation allowance totaling $523,000 which was associated with the realization of a capital loss carryforward.  

Effective tax rates for the quarter ended December 31, 2020 and December 31, 2019 were 24.9% and 25.0% which, in relation to statutory income tax rates, reflected the effects of recurring sources of tax-favored income included in pre-tax income. In addition, the effective tax rate for the quarter ended December 31, 2020 further reflected the effects of the reversal of a valuation allowance recognized during the period, as discussed above.

Comparison of Operating Results for the Six Months ended December 31, 2020 and December 31, 2019

Net Income.  Net income for the six months ended December 31, 2020 was $28.3 million, or $0.33 per diluted share, compared to $22.0 million, or $0.26 per diluted share for the six months ended December 31, 2019. The increase in net income reflected increases in net interest income and non-interest income that was partially offset by increases in the provision for credit losses, non-interest expense and income tax expense. Net income for the six months ended December 31, 2020 also reflected various non-recurring items recognized in conjunction with the Company’s acquisition of MSB.

Net Interest Income.  Net interest income increased by $17.4 million to $88.7 million for the six months ended December 31, 2020. The increase between the comparative periods resulted from a decrease of $15.2 million in interest expense coupled with an increase of $2.2 million in interest income.

The decrease in interest expense for the six months ended December 31, 2020, reflected a 70 basis points decrease in the average cost of interest-bearing liabilities to 1.08%, partially offset by a $497.0 million increase in the average balance of interest-bearing liabilities to $5.65 billion. For the same period, interest expense on deposits decreased by $11.9 million to $19.8 million and was attributable to a 77 basis points decrease in the cost of interest-bearing deposits partially offset by a $689.5 million increase in their average balance. For the six months ended December 31, 2020, interest expense on borrowings decreased by $3.3 million to $10.9 million and was attributable to a decrease of $192.6 million in the average balance of borrowings coupled with a 21 basis points decrease in their cost.

The increase in interest income of $2.2 million reflected an increase to the average balance of interest-earning assets of $653.3 million to $6.70 billion, partially offset by a 31 basis points decrease in their yield to 3.56%. Interest income on loans increased by $7.4 million to $101.6 million for the six months ended December 31, 2020 and was primarily attributable to a $313.1 million increase in the average balance of loans to $4.91 billion. For the same period, the average yield on loans increased five basis points to 4.14%. The decrease in interest income on interest-earning assets, excluding loans, was due to decreases in interest income on taxable securities, tax-exempt securities and other interest-earning assets.

Net interest spread increased by 39 basis points to 2.48% for the six months ended December 31, 2020, from 2.09% for the six months ended December 31, 2019. Net interest margin increased 29 basis points to 2.65%, from 2.36%, for the same comparative periods. The increase in the spread and margin reflected a decrease in the average cost of interest-bearing liabilities that was partially offset by a decrease in the average yield on interest-earning assets.

Additional details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances.  No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense and exclude the impact of prepayment penalties, which are recorded to non-interest income.

 

- 58 -


 

 

 

For the Six Months Ended December 31,

 

2020

 

2019

 

Average

Balance

 

 

Interest

 

 

Average

Yield/

Cost

 

Average

Balance

 

 

Interest

 

 

Average

Yield/

Cost

 

(Dollars in Thousands)

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable (1)

$

4,914,780

 

 

$

101,646

 

 

 

4.14

 

%

 

$

4,601,659

 

 

$

94,208

 

 

 

4.09

 

%

Taxable investment securities (2)

 

1,447,303

 

 

 

15,043

 

 

 

2.08

 

 

 

 

1,196,087

 

 

 

19,026

 

 

 

3.18

 

 

Tax-exempt securities (2)

 

80,824

 

 

 

887

 

 

 

2.19

 

 

 

 

127,263

 

 

 

1,359

 

 

 

2.14

 

 

Other interest-earning assets (3)

 

256,828

 

 

 

1,701

 

 

 

1.32

 

 

 

 

121,462

 

 

 

2,488

 

 

 

4.10

 

 

Total interest-earning assets

 

6,699,735

 

 

 

119,277

 

 

 

3.56

 

 

 

 

6,046,471

 

 

 

117,081

 

 

 

3.87

 

 

Non-interest-earning assets

 

628,168

 

 

 

 

 

 

 

 

 

 

 

 

588,286

 

 

 

 

 

 

 

 

 

 

Total assets

$

7,327,903

 

 

 

 

 

 

 

 

 

 

 

$

6,634,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

$

1,573,730

 

 

$

4,169

 

 

 

0.53

 

 

 

$

933,003

 

 

$

6,053

 

 

 

1.30

 

 

Savings

 

1,032,375

 

 

 

2,317

 

 

 

0.45

 

 

 

 

806,404

 

 

 

3,182

 

 

 

0.79

 

 

Certificates of deposit

 

1,944,047

 

 

 

13,223

 

 

 

1.36

 

 

 

 

2,121,199

 

 

 

22,410

 

 

 

2.11

 

 

Total interest-bearing deposits

 

4,550,152

 

 

 

19,709

 

 

 

0.87

 

 

 

 

3,860,606

 

 

 

31,645

 

 

 

1.64

 

 

Borrowings

 

1,096,181

 

 

 

10,853

 

 

 

1.98

 

 

 

 

1,288,744

 

 

 

14,142

 

 

 

2.19

 

 

Total interest-bearing liabilities

 

5,646,333

 

 

 

30,562

 

 

 

1.08

 

 

 

 

5,149,350

 

 

 

45,787

 

 

 

1.78

 

 

Non-interest-bearing liabilities (4)

 

567,462

 

 

 

 

 

 

 

 

 

 

 

 

377,179

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

6,213,795

 

 

 

 

 

 

 

 

 

 

 

 

5,526,529

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

1,114,108

 

 

 

 

 

 

 

 

 

 

 

 

1,108,228

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders'

  equity

$

7,327,903

 

 

 

 

 

 

 

 

 

 

 

$

6,634,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

88,715

 

 

 

 

 

 

 

 

 

 

 

$

71,294

 

 

 

 

 

 

Interest rate spread (5)

 

 

 

 

 

 

 

 

 

2.48

 

%

 

 

 

 

 

 

 

 

 

 

2.09

 

%

Net interest margin (6)

 

 

 

 

 

 

 

 

 

2.65

 

%

 

 

 

 

 

 

 

 

 

 

2.36

 

%

Ratio of interest-earning assets

  to interest-bearing liabilities

 

1.19

 

X

 

 

 

 

 

 

 

 

 

 

1.17

 

X

 

 

 

 

 

 

 

 

 

(1)

Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets.

(2)

Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)

Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)

Includes average balances of non-interest-bearing deposits of $490,810,000 and $320,401,000, for the six months ended December 31, 2020, and 2019, respectively.

(5)

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

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

Provision for Credit Losses.  The provision for credit losses increased by $4.9 million to $2.7 million for the six months ended December 31, 2020 as compared to a provision reversal of $2.2 million for the six months ended December 31, 2019. This increase was largely attributable to $5.1 million of provision expense on non-PCD loans acquired in connection with the acquisition of MSB.

Additional information regarding the allowance for credit losses and the associated provisions recognized during the six months ended December 31, 2020 and 2019 is presented in Note 9 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at December 31, 2020 and June 30, 2020.  

- 59 -


 

Non-Interest Income.  Non-interest income increased by $6.4 million to $14.9 million for the six months ended December 31, 2020.

Fees and service charges decreased by $641,000 to $3.0 million for the six months ended December 31, 2020. The decrease primarily reflected a decrease in loan-related fees attributable to a decrease in commercial loan prepayment activity.

Gain (loss) on sale and call of securities reflected a net gain of $436,000 during the six months ended December 31, 2020 compared to a net loss of $3,000 during the earlier comparative period.

Gain on sale of loans increased by $3.0 million to $4.3 million for the six months ended December 31, 2020. The increase in loan sale gains reflected an increase in the volume of loans originated and sold between comparative periods coupled with an increase in the margin at which such loans were sold. The increase for the six months ended December 31, 2020 also included gains recognized on the sale of $43.6 million of PPP loans, which resulted in a gain on sale of $352,000, as noted earlier.

The Company recognized a net loss of $28,000 related to the write down and sale of OREO during the six months ended December 31, 2019, while there was no such loss during the current period.

Bargain purchase gain, recognized in conjunction with the acquisition of MSB, totaled $3.1 million for the six months ended December 31, 2020. There was no comparable gain recorded in the prior comparable period.

Other non-interest income increased by $263,000 to $157,000 for the six months ended December 31, 2020. The increase primarily reflected $342,000 of non-recurring losses on asset disposals recognized in the prior comparative period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expenses. Non-interest expense increased by $11.4 million to $64.1 million for the six months ended December 31, 2020.

Salaries and employee benefits expense increased by $3.1 million to $34.1 million for the six months ended December 31, 2020.  The increase in salaries and employees benefits expense generally reflected increases associated with the additional employees retained in conjunction with the MSB acquisition while also reflecting increases in certain compensation and benefit expenses attributable to the Company’s existing roster of employees. These increases were partially offset by decreases in employee severance and ESOP expense.

Net occupancy expense of premises increased by $191,000 to $6.2 million for the six months ended December 31, 2020. This increase was largely attributable to the ongoing operating expenses associated with the owned and leased office facilities acquired by the Company in conjunction with the MSB acquisition. The change in net occupancy expense also reflected $517,000 of lease termination costs incurred in the prior comparative period for which no such costs were recorded in the current period.

Equipment and systems expense increased by $1.4 million to $7.5 million for the six months ended December 31, 2020. This increase was largely attributable to increases in technology infrastructure expense coupled with additional core processing and electronic banking delivery channel expense associated with the growth in clients and accounts associated with the acquisition of MSB.

Advertising and marketing expense decreased by $412,000 to $1.0 million for the six months ended December 31, 2020.  This decrease largely reflected changes in advertising expense across a variety of advertising formats reflecting normal fluctuations in the timing of certain campaigns supporting our loan and deposit growth initiatives.

- 60 -


 

FDIC insurance premiums totaled $962,000 for the six months ended December 31, 2020 for which no comparable expense was recorded during the prior comparative period. No expense was recorded in the prior comparative period as a result of credits available to the Bank under the FDIC’s Small Bank Assessment Credit program.

Merger-related expenses, associated with the Company’s acquisition of MSB, increased by $4.1 million to $4.3 million for the six months ended December 31, 2020.

Debt extinguishment expenses increased by $796,000 related to the pre-payment of one FHLB advance, as noted earlier, for which no such expense was recorded during the earlier comparative period.

Other expense increased by $1.3 million to $7.7 million for the six months ended December 31, 2020. The increase in other expense was primarily attributable to non-recurring items recorded in both comparative periods. For the quarter ended December 31, 2020 an asset impairment charge of $347,000, related to a branch closure, was recognized as was $522,000 of credit loss expense for off-balance sheet exposures required in connection with the Company’s adoption of CECL. For the quarter ended December 31, 2019 the recovery of an asset write-down totaling $288,000 was recorded.

Provision for Income Taxes.  Provision for income taxes increased by $1.1 million to $8.5 million for the six months ended December 31, 2020, from $7.4 million for the six months ended December 31, 2019. The increase in income tax expense reflected a higher level of pre-tax net income, as compared to the prior period, resulting in a higher provision for income tax expense.

The effects of a higher level of pre-tax net income was partially offset by the reversal of a valuation allowance totaling $523,000 which was associated with the realization of a capital loss carryforward.

Effective tax rates for the six months ended December 31, 2020 and December 31, 2019 were 23.1% and 25.1%. This decrease in effective tax rates reflected the effects of various non-recurring items recorded in conjunction with the Company’s acquisition of MSB, including a non-taxable bargain purchase gain and non-deductible merger related expenses, whose effects collectively decreased the effective tax rate. In addition, the effective tax rate for the six months ended December 31, 2020 further reflected the effects of the reversal of valuation allowances recognized during the period, as discussed above.

- 61 -


 

Liquidity and Capital Resources

Liquidity, represented by cash and cash equivalents, is a product of operating, investing and financing activities. The Company’s primary sources of funds are deposits, borrowings, cash flows from investment securities and loans receivable and funds provided from operations. While scheduled payments from the amortization and maturity of loans and investment securities are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and securities.

Liquidity, at December 31, 2020, included $129.7 million of short-term cash and equivalents supplemented by $1.70 billion of investment securities classified as available for sale. In addition, as of December 31, 2020, the Company had the capacity to borrow additional funds totaling $1.75 billion and $292.0 million, without pledging additional collateral, from the FHLB of New York and FRB, respectively. The Company also had the capacity to borrow, as of December 31, 2020, $615.0 million of additional funds, on an unsecured basis, via lines of credit established with other financial institutions.

At December 31, 2020, the Company had outstanding commitments to originate and purchase loans totaling approximately $157.1 million while such commitments totaled $45.6 million at June 30, 2020.  As of those same dates, the Company’s pipeline of loans held for sale included $62.3 million and $127.2 million of loans in process whose terms included interest rate locks to borrowers that were paired with a non-binding, best-efforts, commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established.

Construction loans in process and unused lines of credit were $51.0 million and $171.4 million, respectively, at December 31, 2020 compared to $17.0 million and $82.5 million, respectively, at June 30, 2020. The Company is also subject to the contingent liabilities resulting from letters of credit whose outstanding balances totaled $774,000 and $217,000 at December 31, 2020 and June 30, 2020, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Deposits increased $882.3 million to $5.31 billion at December 31, 2020 from $4.43 billion at June 30, 2020.  The increase in deposit balances reflected a $782.6 million increase in interest-bearing deposits coupled with a $99.7 million increase in non-interest-bearing deposits. Borrowings from the FHLB of New York and other sources are generally available to supplement the Bank’s liquidity position or to replace maturing deposits. As of December 31, 2020, the Bank’s outstanding balance of FHLB advances, excluding fair value adjustments, totaled $867.5 million.  

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards. As of December 31, 2020, the Company and the Bank exceeded all capital requirements of federal banking regulators.

- 62 -


 

The following table sets forth the Bank’s capital position at December 31, 2020 and June 30, 2020, as compared to the minimum regulatory capital requirements that were in effect as of those dates:

 

 

At December 31, 2020

 

Actual

 

 

For Capital

Adequacy Purposes

 

 

To Be Well Capitalized

Under Prompt

Corrective Action

Provisions

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

(Dollars in Thousands)

Total capital (to risk-weighted assets)

$

848,353

 

 

 

19.23

 

%

$

352,861

 

 

 

8.00

 

%

$

441,077

 

 

 

10.00

 

%

Tier 1 capital (to risk-weighted assets)

 

808,147

 

 

 

18.32

 

%

 

264,646

 

 

 

6.00

 

%

 

352,861

 

 

 

8.00

 

%

Common equity tier 1 capital (to risk-weighted assets)

 

808,147

 

 

 

18.32

 

%

 

198,484

 

 

 

4.50

 

%

 

286,700

 

 

 

6.50

 

%

Tier 1 capital (to adjusted total assets)

 

808,147

 

 

 

11.30

 

%

 

286,008

 

 

 

4.00

 

%

 

357,510

 

 

 

5.00

 

%

  

 

At June 30, 2020

 

Actual

 

 

For Capital

Adequacy Purposes

 

 

To Be Well Capitalized

Under Prompt

Corrective Action

Provisions

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

(Dollars in Thousands)

Total capital (to risk-weighted assets)

$

816,577

 

 

 

21.38

 

%

$

305,562

 

 

 

8.00

 

%

$

381,953

 

 

 

10.00

 

%

Tier 1 capital (to risk-weighted assets)

 

779,250

 

 

 

20.40

 

%

 

229,172

 

 

 

6.00

 

%

 

305,562

 

 

 

8.00

 

%

Common equity tier 1 capital (to risk-weighted assets)

 

779,250

 

 

 

20.40

 

%

 

171,879

 

 

 

4.50

 

%

 

248,269

 

 

 

6.50

 

%

Tier 1 capital (to adjusted total assets)

 

779,250

 

 

 

11.95

 

%

 

260,893

 

 

 

4.00

 

%

 

326,116

 

 

 

5.00

 

%

 

The following table sets forth the Company’s capital position at December 31, 2020 and June 30, 2020, as compared to the minimum regulatory capital requirements that were in effect as of those dates:

 

 

At December 31, 2020

 

Actual

 

 

For Capital

Adequacy Purposes

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

(Dollars in Thousands)

Total capital (to risk-weighted assets)

$

927,874

 

 

 

20.96

 

%

$

354,185

 

 

 

8.00

 

%

Tier 1 capital (to risk-weighted assets)

 

887,668

 

 

 

20.05

 

%

 

265,639

 

 

 

6.00

 

%

Common equity tier 1 capital (to risk-weighted assets)

 

887,668

 

 

 

20.05

 

%

 

199,229

 

 

 

4.50

 

%

Tier 1 capital (to adjusted total assets)

 

887,668

 

 

 

12.38

 

%

 

286,911

 

 

 

4.00

 

%

 

 

 

At June 30, 2020

 

Actual

 

 

For Capital

Adequacy Purposes

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

(Dollars in Thousands)

Total capital (to risk-weighted assets)

$

906,058

 

 

 

23.61

 

%

$

306,958

 

 

 

8.00

 

%

Tier 1 capital (to risk-weighted assets)

 

868,731

 

 

 

22.64

 

%

 

230,219

 

 

 

6.00

 

%

Common equity tier 1 capital (to risk-weighted assets)

 

868,731

 

 

 

22.64

 

%

 

172,664

 

 

 

4.50

 

%

Tier 1 capital (to adjusted total assets)

 

868,731

 

 

 

13.27

 

%

 

261,783

 

 

 

4.00

 

%

- 63 -


 

 

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have adopted a rule to establish for institutions with assets of less than $10 billion that meet other specified criteria a community bank leverage ratio (“CBLR”) that such institutions may elect to utilize in lieu of the generally applicable leverage and risk-based capital requirements noted above.   The federal banking agencies have adopted 9% as the applicable ratio, effective March 31, 2020, and as a result of the CARES Act, temporarily reduced the ratio to 8% in response to COVID-19. Institutions with capital meeting the specified requirements and electing to follow the alternative framework will be considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized.”  The Company has elected not to utilize the CBLR framework.

In March 2020, the federal banking agencies announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company has adopted the capital transition relief over the permissible five-year period.

Off-Balance Sheet Arrangements

In the normal course of our business of investing in loans and securities we are a party to financial instruments with off-balance-sheet risk.  These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of December 31, 2020.

Recent Accounting Pronouncements

For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by the Company, please refer to Note 6 to the unaudited consolidated financial statements.

 

 

 

- 64 -


 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The majority of our assets and liabilities are sensitive to changes in interest rates. Consequently, interest rate risk is a significant form of business risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to earnings or capital arising from the movement of interest rates and arises from several risk factors including re-pricing risk, basis risk, yield curve risk and option risk.

We maintain an Asset/Liability Management (“ALM”) program in order manage our interest rate risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee. The Board of Directors has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”).  The ALCO is a management committee comprising the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Lending Officer, Chief Credit Officer, Chief Banking Officer, Chief Risk Officer and Treasurer/Chief Investment Officer. Additional members of our management team may be asked to participate on the ALCO, as appropriate.

The quantitative analysis that we conduct measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income (“NII”) that we recognize.  Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities.  Our internal interest rate risk analysis calculates the sensitivity of our projected NII over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.

With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet instruments. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk.

For both earnings and capital at risk our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. The relatively low level of interest rates prevalent at December 31, 2020 and June 30, 2020 precluded the modeling of certain falling rate scenarios.

The following tables present the results of our internal EVE analysis as of December 31, 2020 and June 30, 2020, respectively:

 

 

 

December 31, 2020

 

 

Economic Value of

Equity ("EVE")

 

EVE as a % of

Present Value of Assets

Change in

Interest Rates

 

$ Amount

of EVE

 

 

$ Change

in EVE

 

 

% Change

in EVE

 

EVE Ratio

 

Change in

EVE Ratio

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

+300 bps

 

 

1,071,372

 

 

 

(32,401

)

 

 

(3

)

%

 

 

15.96

 

%

 

 

62

 

bps

+200 bps

 

 

1,111,917

 

 

 

8,144

 

 

 

1

 

%

 

 

16.13

 

%

 

 

79

 

bps

+100 bps

 

 

1,134,480

 

 

 

30,707

 

 

 

3

 

%

 

 

16.06

 

%

 

 

72

 

bps

0 bps

 

 

1,103,773

 

 

-

 

 

-

 

 

 

 

15.34

 

%

 

-

 

 

-100 bps

 

 

971,543

 

 

 

(132,230

)

 

 

(12

)

%

 

 

13.44

 

%

 

 

(190

)

bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 65 -


 

 

 

 

 

June 30, 2020

 

 

Economic Value of

Equity ("EVE")

 

EVE as a % of

Present Value of Assets

Change in

Interest Rates

 

$ Amount

of EVE

 

 

$ Change

in EVE

 

 

% Change

in EVE

 

EVE Ratio

 

Change in

EVE Ratio

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

+300 bps

 

 

961,579

 

 

 

11,882

 

 

 

1

 

%

 

 

15.57

 

%

 

 

113

 

bps

+200 bps

 

 

988,278

 

 

 

38,581

 

 

 

4

 

%

 

 

15.61

 

%

 

 

117

 

bps

+100 bps

 

 

988,410

 

 

 

38,713

 

 

 

4

 

%

 

 

15.28

 

%

 

 

84

 

bps

0 bps

 

 

949,697

 

 

-

 

 

-

 

 

 

 

14.44

 

%

 

-

 

 

-100 bps

 

 

829,775

 

 

 

(119,922

)

 

 

(13

)

%

 

 

12.60

 

%

 

 

(184

)

bps

There are numerous internal and external factors that may contribute to changes in our EVE ratio and its sensitivity. Changes in the composition and allocation of our balance sheet, or utilization of off-balance sheet instruments such as derivatives, can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of our interest-earning assets and interest-costing liabilities and the associated present values thereof.

The following tables present the results of our internal NII analysis as of December 31, 2020 and June 30, 2020, respectively:

 

 

 

 

 

 

 

December 31, 2020

 

 

 

 

 

 

Net Interest

Income ("NII")

Change in

Interest Rates

 

Balance Sheet

Composition

 

Measurement

Period

 

$ Amount

of NII

 

 

$ Change

in NII

 

 

% Change

in NII

 

 

 

 

 

 

(Dollars In Thousands)

 

 

 

 

 

 

+300 bps

 

Static

 

One Year

 

$

174,073

 

 

$

(9,694

)

 

 

(5.28

)

%

+200 bps

 

Static

 

One Year

 

 

179,043

 

 

 

(4,724

)

 

 

(2.57

)

 

+100 bps

 

Static

 

One Year

 

 

183,545

 

 

 

(222

)

 

 

(0.12

)

 

0 bps

 

Static

 

One Year

 

 

183,767

 

 

 

-

 

 

 

-

 

 

-100 bps

 

Static

 

One Year

 

 

179,393

 

 

 

(4,374

)

 

 

(2.38

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

 

 

 

 

Net Interest

Income ("NII")

Change in

Interest Rates

 

Balance Sheet

Composition

 

Measurement

Period

 

$ Amount

of NII

 

 

$ Change

in NII

 

 

% Change

in NII

 

 

 

 

 

 

(Dollars In Thousands)

 

 

 

 

 

 

+300 bps

 

Static

 

One Year

 

$

146,062

 

 

$

(9,010

)

 

 

(5.81

)

%

+200 bps

 

Static

 

One Year

 

 

150,502

 

 

 

(4,570

)

 

 

(2.95

)

 

+100 bps

 

Static

 

One Year

 

 

154,612

 

 

 

(460

)

 

 

(0.30

)

 

0 bps

 

Static

 

One Year

 

 

155,072

 

 

 

-

 

 

 

-

 

 

-100 bps

 

Static

 

One Year

 

 

162,070

 

 

 

6,998

 

 

 

4.51

 

 

Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their effect on net interest income are not predictable.  Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results.  Certain shortcomings are inherent in this type of computation.  Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates.  The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates.  Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in the analyses set forth above.  Additionally, an increase in credit risk may result as the ability of borrowers to service their debt may decrease in the event of an interest rate increase.

 

 

- 66 -


 

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended December 31, 2020, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

- 67 -


 

 

PART II

ITEM 1.

At December 31, 2020, neither the Company nor the Bank were 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 of the Company and the Bank.

ITEM 1A.

Risk Factors

There have been no material changes to the Risk Factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, previously filed with the Securities and Exchange Commission.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES:

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended December 31, 2020:

 

Period

 

Total Number

of Shares

Purchased

 

 

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

 

October 1-31, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

 

5,236,553

 

November 1-30, 2020

 

 

2,172,758

 

 

$

9.74

 

 

 

2,172,758

 

 

 

3,063,795

 

December 1-31, 2020

 

 

2,335,931

 

 

$

10.51

 

 

 

2,335,931

 

 

 

727,864

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

4,508,689

 

 

$

10.14

 

 

 

4,508,689

 

 

 

727,864

 

 

On March 13, 2019, the Company announced the authorization of a fourth repurchase plan for up to 9,218,324 shares or 10% of shares then outstanding.  On March 25, 2020 the Company temporarily suspended its stock repurchase program due to the risks and uncertainties associated with the COVID-19 pandemic.  

On October 19, 2020, the Company announced the resumption of its fourth stock repurchase plan and completed that plan during the quarter ended December 31, 2020. Also on October 19, 2020, the Company announced the authorization of a fifth stock repurchase plan totaling 4,475,523 shares, or 5% of the shares then outstanding. This plan has no expiration date.  The plan commenced upon the completion of the fourth stock repurchase plan.

On January 22, 2021, the Company announced the completion of its fifth stock repurchase plan and the authorization of a sixth stock repurchase plan to repurchase up to 4,210,520 shares, or 5%, of the Company’s outstanding common stock.

ITEM 3.

Defaults Upon Senior Securities

Not applicable.

ITEM 4.

Mine Safety Disclosures

Not applicable.

ITEM 5.

Other Information

None.

- 68 -


 

 ITEM 6.

Exhibits

The following Exhibits are filed as part of this report:

 

3.1

 

Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)

3.2

 

Bylaws of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)

4

 

Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)

31.1

 

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

31.2

 

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

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

 

The following materials from the Company’s Form 10-Q for the quarter ended December 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

101.INS

 

Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

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

 

 

 

- 69 -


 

 

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.

 

 

KEARNY FINANCIAL CORP.

 

 

 

Date: February 8, 2021

By:

  /s/ Craig L. Montanaro

 

 

  Craig L. Montanaro

 

 

  President and Chief Executive Officer

 

 

  (Principal Executive Officer)

 

 

 

Date: February 8, 2021

By:

  /s/ Keith Suchodolski

 

 

  Keith Suchodolski

 

 

  Executive Vice President and Chief Financial Officer

 

 

  (Principal Financial and Accounting Officer)

 

 

- 70 -