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PCSB Financial Corp - Quarter Report: 2020 September (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 30, 2020

OR

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

For the transition period from _____ to _____

Commission File Number: 001-38065

 

PCSB Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

81-4710738

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

2651 Strang Blvd, Suite 100

Yorktown Heights, NY

10598

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (914) 248-7272

N/A

    

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

PCSB

 

The NASDAQ Stock Market, LLC

 

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

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

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

 

Large accelerated filer

 

 

  

Accelerated filer

 

 

 

 

 

 

Non-accelerated filer

 

 

  

Small 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 completing with any 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  

 

 

 

 

 

16,417,737 shares of the Registrant’s common stock, par value $0.01 per share, were outstanding as of November 4, 2020.


Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

3

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Operations

4

 

Consolidated Statements of Comprehensive Income

5

 

Consolidated Statements of Changes in Shareholders’ Equity

6

 

Consolidated Statements of Cash Flows

7

 

Notes to Unaudited Consolidated Financial Statements

8

Item 2.

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

30

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 4.

Controls and Procedures

38

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

39

Item 3.

Defaults Upon Senior Securities

39

Item 4.

Mine Safety Disclosures

39

Item 5.

Other Information

39

Item 6.

Exhibits

40

Signatures

41

 

 

 

2


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PCSB Financial Corporation and Subsidiaries

Consolidated Balance Sheets (unaudited)

(amounts in thousands, except share and per share data) 

 

 

September 30,

 

 

June 30,

 

 

 

2020

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

161,387

 

 

$

135,045

 

Federal funds sold

 

 

1,352

 

 

 

1,257

 

Total cash and cash equivalents

 

 

162,739

 

 

 

136,302

 

Investment securities:

 

 

 

 

 

 

 

 

Held to maturity debt securities, at amortized cost (fair value of

   $293,810, and $281,497, respectively)

 

 

287,370

 

 

 

275,772

 

Available for sale debt securities, at fair value

 

 

31,139

 

 

 

37,426

 

Total investment securities

 

 

318,509

 

 

 

313,198

 

Loans receivable, net of allowance for loan losses of $8,672 and

   $8,639, respectively

 

 

1,227,913

 

 

 

1,260,947

 

Accrued interest receivable

 

 

6,729

 

 

 

6,880

 

FHLB stock

 

 

6,307

 

 

 

6,308

 

Premises and equipment, net

 

 

20,195

 

 

 

20,853

 

Deferred tax asset, net

 

 

3,400

 

 

 

3,129

 

Bank-owned life insurance

 

 

25,151

 

 

 

25,019

 

Goodwill

 

 

6,106

 

 

 

6,106

 

Other intangible assets

 

 

209

 

 

 

229

 

Other assets

 

 

13,817

 

 

 

12,958

 

Total assets

 

$

1,791,075

 

 

$

1,791,929

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Interest bearing deposits

 

$

1,193,168

 

 

$

1,181,357

 

Non-interest bearing deposits

 

 

183,844

 

 

 

191,898

 

Total deposits

 

 

1,377,012

 

 

 

1,373,255

 

Mortgage escrow funds

 

 

6,420

 

 

 

10,123

 

Advances from FHLB

 

 

106,056

 

 

 

106,089

 

Other liabilities

 

 

27,908

 

 

 

28,749

 

Total liabilities

 

 

1,517,396

 

 

 

1,518,216

 

Commitments and contingencies

 

 

-

 

 

 

-

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Preferred stock ($0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2020 and June 30, 2020)

 

 

-

 

 

 

-

 

Common stock ($0.01 par value, 200,000,000 shares authorized, 18,712,295 shares issued as of September 30, 2020 and June 30, 2020, respectively, and 16,634,237 and 16,898,137 shares outstanding as of September 30, 2020 and June 30, 2020, respectively)

 

 

187

 

 

 

187

 

Additional paid in capital

 

 

187,026

 

 

 

186,200

 

Retained earnings

 

 

143,386

 

 

 

141,288

 

Unearned compensation - ESOP

 

 

(10,901

)

 

 

(11,145

)

Accumulated other comprehensive loss, net of income taxes

 

 

(6,216

)

 

 

(6,403

)

Treasury stock, at cost (2,078,058 and 1,814,158 shares as of September 30, 2020 and June 30, 2020, respectively)

 

 

(39,803

)

 

 

(36,414

)

Total shareholders' equity

 

 

273,679

 

 

 

273,713

 

Total liabilities and shareholders' equity

 

$

1,791,075

 

 

$

1,791,929

 

 

See accompanying notes to the consolidated financial statements (unaudited)

3


PCSB Financial Corporation and Subsidiaries

Consolidated Statements of Operations (unaudited)

(amounts in thousands, except share and per share data)

 

 

Three Months Ended September 30,

 

 

2020

 

 

2019

 

Interest and dividend income

 

 

 

 

 

 

 

Loans receivable

$

12,547

 

 

$

13,036

 

Investment securities

 

1,856

 

 

 

2,692

 

Federal funds and other

 

125

 

 

 

298

 

Total interest and dividend income

 

14,528

 

 

 

16,026

 

Interest expense

 

 

 

 

 

 

 

Deposits and escrow interest

 

2,432

 

 

 

3,301

 

FHLB advances

 

519

 

 

 

727

 

Total interest expense

 

2,951

 

 

 

4,028

 

Net interest income

 

11,577

 

 

 

11,998

 

Provision for loan losses

 

109

 

 

 

335

 

Net interest income after provision for loan losses

 

11,468

 

 

 

11,663

 

Noninterest income

 

 

 

 

 

 

 

Fees and service charges

 

322

 

 

 

402

 

Bank-owned life insurance

 

132

 

 

 

137

 

Swap income

 

129

 

 

 

170

 

Other

 

11

 

 

 

56

 

Total noninterest income

 

594

 

 

 

765

 

Noninterest expense

 

 

 

 

 

 

 

Salaries and employee benefits

 

5,607

 

 

 

5,764

 

Occupancy and equipment

 

1,318

 

 

 

1,315

 

Communication and data processing

 

576

 

 

 

531

 

Professional fees

 

400

 

 

 

404

 

Postage, printing, stationary and supplies

 

139

 

 

 

140

 

FDIC assessment

 

113

 

 

 

-

 

Advertising

 

100

 

 

 

100

 

Amortization of intangible assets

 

20

 

 

 

24

 

Other operating expenses

 

351

 

 

 

509

 

Total noninterest expense

 

8,624

 

 

 

8,787

 

Net income before income tax expense

 

3,438

 

 

 

3,641

 

Income tax expense

 

710

 

 

 

812

 

Net income

$

2,728

 

 

$

2,829

 

Earnings per common share:

 

 

 

 

 

 

 

Basic

$

0.18

 

 

$

0.18

 

Diluted

$

0.18

 

 

$

0.18

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

15,302,838

 

 

 

15,979,762

 

Diluted

 

15,302,949

 

 

 

16,082,276

 

 

See accompanying notes to the consolidated financial statements (unaudited)

4


PCSB Financial Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (unaudited)

(amounts in thousands)

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

 

2019

 

Net income

 

$

2,728

 

 

$

2,829

 

 

 

 

 

 

 

 

 

 

Other comprehensive income :

 

 

 

 

 

 

 

 

Unrealized (losses) gains on available for sale debt securities:

 

 

 

 

 

 

 

 

Net change in unrealized gains/losses before reclassification adjustment

 

 

(16

)

 

 

181

 

Reclassification adjustment for gains realized in net income

 

 

-

 

 

 

-

 

Net change in unrealized gains/losses

 

 

(16

)

 

 

181

 

Tax effect

 

 

3

 

 

 

(38

)

Net of tax

 

 

(13

)

 

 

143

 

 

 

 

 

 

 

 

 

 

Defined benefit pension plan:

 

 

 

 

 

 

 

 

Net gain (loss) arising during the period

 

 

-

 

 

 

-

 

Reclassification adjustment for amortization of prior service cost and net gain included in net periodic pension cost

 

 

240

 

 

 

133

 

Tax effect

 

 

(51

)

 

 

(29

)

Net of tax

 

 

189

 

 

 

104

 

 

 

 

 

 

 

 

 

 

Supplemental retirement plans:

 

 

 

 

 

 

 

 

Net gain (loss) arising during the period

 

 

-

 

 

 

-

 

Reclassification adjustment for amortization of prior service cost and net gain included in net periodic pension cost

 

 

14

 

 

 

11

 

Tax effect

 

 

(3

)

 

 

(2

)

Net of tax

 

 

11

 

 

 

9

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income

 

 

187

 

 

 

256

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

2,915

 

 

$

3,085

 

 

See accompanying notes to the consolidated financial statements (unaudited)

 

 

5


PCSB Financial Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

(amounts in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Number of

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Unallocated

 

 

Treasury

 

 

Other

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Common Stock

 

 

Stock,

 

 

Comprehensive

 

 

Total

 

 

Shares

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

of ESOP

 

 

at cost

 

 

Loss

 

 

Equity

 

Balance at July 1, 2020

 

16,898,137

 

 

$

187

 

 

$

186,200

 

 

$

141,288

 

 

$

(11,145

)

 

$

(36,414

)

 

$

(6,403

)

 

$

273,713

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

2,728

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

2,728

 

Other comprehensive income

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

187

 

 

 

187

 

Common stock dividends declared ($0.04 per share)

 

-

 

 

 

-

 

 

 

-

 

 

 

(630

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(630

)

Repurchase of common stock

 

(266,900

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,449

)

 

 

-

 

 

 

(3,449

)

Restricted stock awards granted

 

3,000

 

 

 

-

 

 

 

(60

)

 

 

-

 

 

 

-

 

 

 

60

 

 

 

 

 

 

 

-

 

Stock-based compensation

 

-

 

 

 

-

 

 

 

829

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

829

 

ESOP shares committed to be released (24,419 shares)

 

-

 

 

 

-

 

 

 

57

 

 

 

-

 

 

 

244

 

 

 

-

 

 

 

-

 

 

 

301

 

Balance at September 30, 2020

 

16,634,237

 

 

$

187

 

 

$

187,026

 

 

$

143,386

 

 

$

(10,901

)

 

$

(39,803

)

 

$

(6,216

)

 

$

273,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at July 1, 2019

 

17,804,039

 

 

$

187

 

 

$

182,129

 

 

$

134,500

 

 

$

(12,114

)

 

$

(18,305

)

 

$

(5,090

)

 

$

281,307

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

2,829

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,829

 

Other comprehensive income

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

256

 

 

 

256

 

Common stock dividends declared ($0.04 per share)

 

-

 

 

 

-

 

 

 

-

 

 

 

(659

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(659

)

Repurchase of common stock

 

(179,800

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,524

)

 

 

-

 

 

 

(3,524

)

Stock-based compensation

 

-

 

 

 

-

 

 

 

830

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

830

 

ESOP shares committed to be released (24,419 shares)

 

-

 

 

 

-

 

 

 

239

 

 

 

-

 

 

 

244

 

 

 

-

 

 

 

-

 

 

 

483

 

Balance at September 30, 2019

 

17,624,239

 

 

$

187

 

 

$

183,198

 

 

$

136,670

 

 

$

(11,870

)

 

$

(21,829

)

 

$

(4,834

)

 

$

281,522

 

 

 

See accompanying notes to the consolidated financial statements (unaudited)

 

 

 

 

6


PCSB Financial Corporation and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

(amounts in thousands) 

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

 

2019

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

2,728

 

 

$

2,829

 

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

 

 

 

 

 

 

 

 

Provision for loan loss

 

 

109

 

 

 

335

 

Depreciation and amortization

 

 

748

 

 

 

695

 

Amortization of net premiums on securities and net deferred loan origination costs

 

 

206

 

 

 

494

 

Net decrease (increase) in accrued interest receivable

 

 

151

 

 

 

(697

)

Net gains on sales of foreclosed real estate

 

 

-

 

 

 

(47

)

Stock-based compensation

 

 

829

 

 

 

830

 

ESOP compensation

 

 

301

 

 

 

483

 

Earnings from cash surrender value of BOLI

 

 

(132

)

 

 

(137

)

Net accretion of purchase accounting adjustments

 

 

(75

)

 

 

(198

)

Other adjustments, principally net changes in other assets and liabilities

 

 

(2,986

)

 

 

680

 

Net cash provided by operating activities

 

 

1,879

 

 

 

5,267

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchases of investment securities:

 

 

 

 

 

 

 

 

Held to maturity

 

 

(27,894

)

 

 

-

 

Maturities, calls and amortization of investment securities:

 

 

 

 

 

 

 

 

Held to maturity

 

 

17,289

 

 

 

33,185

 

Available for sale

 

 

6,202

 

 

 

7,492

 

Loan principal repayments (disbursements), net

 

 

33,088

 

 

 

(26,762

)

Purchase of loans

 

 

-

 

 

 

(44,065

)

Net redemption of FHLB stock

 

 

1

 

 

 

1

 

Purchase of bank premises and equipment, net of sales

 

 

(70

)

 

 

(127

)

Proceeds from sales of foreclosed real estate

 

 

-

 

 

 

709

 

Net cash provided by (used in) investing activities

 

 

28,616

 

 

 

(29,567

)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

3,757

 

 

 

8,084

 

Repayment of long-term FHLB advances

 

 

(33

)

 

 

(31

)

Net decrease in mortgage escrow funds

 

 

(3,703

)

 

 

(1,802

)

Common stock dividends paid

 

 

(630

)

 

 

(659

)

Repurchase of common stock

 

 

(3,449

)

 

 

(3,524

)

Net cash (used in) provided by financing activities

 

 

(4,058

)

 

 

2,068

 

Net increase (decrease) in cash and cash equivalents

 

 

26,437

 

 

 

(22,232

)

Cash and cash equivalents at beginning of period

 

 

136,302

 

 

 

60,029

 

Cash and cash equivalents at end of period

 

$

162,739

 

 

$

37,797

 

 

 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$

2,908

 

 

$

3,883

 

Income taxes (net of refunds)

 

 

2,625

 

 

 

821

 

Loans transferred to foreclosed real estate and other assets

 

 

-

 

 

 

360

 

Establishment of right to use lease asset (ASU 2016-13)

 

 

-

 

 

 

12,687

 

 

See accompanying notes to the consolidated financial statements (unaudited) 

 

7


PCSB Financial Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1. Basis of Presentation

Nature of Operations: PCSB Financial Corporation (the “Holding Company” and together with its direct and indirect subsidiaries, the “Company”) is a Maryland corporation organized by PCSB Bank (the “Bank”) for the purpose of acquiring all of the capital stock of the Bank issued in the Bank's conversion to stock ownership on April 20, 2017. At September 30, 2020, the significant assets of the Holding Company were the capital stock of the Bank, cash deposited in the Bank, and a loan to the PCSB Bank Employee Stock Ownership Plan (“ESOP”). The liabilities of the Holding Company were insignificant. The Company is subject to the financial reporting requirements of the Securities Exchange Act of 1934, as amended, and regulation and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the New York State Department of Financial Services (the “NYSDFS”).

PCSB Bank is a community-oriented financial institution that provides financial services to individuals and businesses within its market area of Putnam, Southern Dutchess, Rockland and Westchester Counties in New York. The Bank is a state-chartered commercial bank and its deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”). The Bank’s primary regulators are the FDIC and the NYSDFS.

Basis of Presentation:  The unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include the accounts of the Holding Company, the Bank and the Bank's two subsidiaries – PCSB Funding Corp. and UpCounty Realty Corp. (formerly PCSB Realty Ltd.). PCSB Funding Corp. is a real estate investment trust that holds certain mortgage assets. UpCounty Realty Corp. is a corporation that holds certain properties foreclosed upon by the Bank. All intercompany transactions and balances have been eliminated in consolidation.

The unaudited consolidated financial statements contained herein reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments reflected in the consolidated financial statements contained herein. The results of operations for the current period presented are not necessarily indicative of the results of operations that may be expected for the entire current fiscal year. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended June 30, 2020, included in the Company's Annual Report on Form 10-K.

Certain prior period amounts have been reclassified to conform to the current presentation. Reclassifications had no effect on prior period net income or equity.

Risks and Uncertainties:

The COVID-19 pandemic has created extensive disruptions to the global and U.S. economies and to the lives of individuals throughout the world. The New York City Metropolitan area and environs have had the highest incidence of COVID-19 in the nation, and the neighboring Tri-State area of New Jersey and Connecticut also has been particularly affected by COVID-19.  Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal and monetary stimulus, and legislation designed to deliver financial aid and other relief. While the scope, duration, and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and the efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted market interest rates, increased economic and market uncertainty, and disrupted trade and supply chains.

The ultimate financial impact is unknown at this time. However, if these actions are sustained, it may adversely impact several industries within our geographic footprint and impair the ability of the Company’s customers to fulfill their contractual obligations to the Company. This could cause the Company to experience a material adverse effect on our business operations, asset valuations, financial condition, and results of operations. Material adverse impacts may include all or a combination of valuation impairments of the Company’s intangible assets, investments, loans, or deferred tax assets.

8



As it relates to the allowance for loan losses, the Company continues to assess the economic impacts the COVID-19 pandemic has had on our local economy and loan portfolio. The Company has taken actions to identify, assess and address its COVID-19 related credit exposure. Many factors are unknown, including the length of the resulting economic shutdown imposed by New York State and other neighboring states, the impacts of the government’s fiscal and monetary relief measures, including payment deferral programs, as well as the long-term impacts COVID-19 may have on our consumer and commercial borrowers. It is reasonably possible that the Company’s allowance for loan loss estimate as of September 30, 2020 will change in the near term and could result in a material change to the Company’s provision for loan losses, earnings and capital.

 

Use of Estimates:  To prepare financial statements in conformity with GAAP management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.  

Note 2. Recent Accounting Pronouncements

The pronouncements discussed below are not intended to be an all-inclusive list, but rather only those pronouncements that could potentially have a material impact on our financial position, results of operations or disclosures.

There were no accounting standards adopted in the current period

Future Application of Accounting Pronouncements Previously Issued

In June 2016, the FASB issued ASU 2016-13 “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 affects entities holding financial assets that are not accounted for at fair value through net income, including loans, debt securities, and other financial assets. The ASU requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected by recording an allowance for current expected credit losses. In October 2019, the FASB unanimously voted to delay the implementation of the standard for three years for certain companies, including small reporting companies (as defined by the SEC), non-SEC public companies and private companies. The Company currently qualifies as a small reporting company and is subject to the delayed implementation. Therefore, the amendments in this update will be effective for the Company for the fiscal year beginning on July 1, 2023, including interim periods within that fiscal year. The Company is actively working through the provisions of the Update. Management has established a steering committee which is identifying the methodologies and the additional data requirements necessary to implement the Update and has engaged a third-party software service provider to assist in the Company's implementation. Management is currently evaluating the impact that ASU 2016-13 will have on the Company’s consolidated financial position, results of operations and disclosures.  

9


Note 3. Investment Securities

The amortized cost, gross unrealized/unrecognized gains and losses and fair value of available for sale and held to maturity debt securities at September 30, 2020 and June 30, 2020 were as follows:

 

 

 

September 30, 2020

 

 

 

Amortized

 

 

Gross Unrealized/Unrecognized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

7,000

 

 

$

17

 

 

$

-

 

 

$

7,017

 

Corporate and other debt securities

 

 

5,031

 

 

 

90

 

 

 

-

 

 

 

5,121

 

Mortgage-backed securities – residential

 

 

18,582

 

 

 

432

 

 

 

(13

)

 

 

19,001

 

Total available for sale

 

$

30,613

 

 

$

539

 

 

$

(13

)

 

$

31,139

 

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

38,001

 

 

$

391

 

 

$

(1

)

 

$

38,391

 

Corporate and other debt securities

 

 

73,994

 

 

 

798

 

 

 

(1,266

)

 

 

73,526

 

Mortgage-backed securities – residential

 

 

112,035

 

 

 

4,316

 

 

 

(10

)

 

 

116,341

 

Mortgage-backed securities – collateralized mortgage obligations

 

 

44,621

 

 

 

1,488

 

 

 

(9

)

 

 

46,100

 

Mortgage-backed securities – commercial

 

 

18,719

 

 

 

733

 

 

 

-

 

 

 

19,452

 

Total held to maturity

 

$

287,370

 

 

$

7,726

 

 

$

(1,286

)

 

$

293,810

 

 

 

 

June 30, 2020

 

 

 

Amortized

 

 

Gross Unrealized/Unrecognized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

11,002

 

 

$

47

 

 

$

-

 

 

$

11,049

 

Corporate and other debt securities

 

 

5,038

 

 

 

82

 

 

 

-

 

 

 

5,120

 

Mortgage-backed securities – residential

 

 

20,844

 

 

 

428

 

 

 

(15

)

 

 

21,257

 

Total available for sale

 

$

36,884

 

 

$

557

 

 

$

(15

)

 

$

37,426

 

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

42,001

 

 

$

454

 

 

$

(5

)

 

$

42,450

 

Corporate and other debt securities

 

 

52,790

 

 

 

332

 

 

 

(1,510

)

 

 

51,612

 

Mortgage-backed securities – residential

 

 

117,160

 

 

 

4,291

 

 

 

(17

)

 

 

121,434

 

Mortgage-backed securities – collateralized mortgage obligations

 

 

45,047

 

 

 

1,487

 

 

 

(31

)

 

 

46,503

 

Mortgage-backed securities – commercial

 

 

18,774

 

 

 

724

 

 

 

-

 

 

 

19,498

 

Total held to maturity

 

$

275,772

 

 

$

7,288

 

 

$

(1,563

)

 

$

281,497

 

 

No securities were sold during the three months ended September 30, 2020 or 2019.

10


The following table presents the fair value and carrying amount of debt securities at September 30, 2020, by contractual maturity (in thousands). Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

 

 

Held to maturity

 

 

Available for sale

 

 

 

Carrying

 

 

Fair

 

 

Amortized

 

 

Fair

 

 

 

Amount

 

 

Value

 

 

Cost

 

 

Value

 

1 year or less

 

$

11,037

 

 

$

11,089

 

 

$

7,000

 

 

$

7,018

 

1 to 5 years

 

 

32,165

 

 

 

32,266

 

 

 

5,031

 

 

 

5,120

 

5 to 10 years

 

 

38,716

 

 

 

38,487

 

 

 

-

 

 

 

-

 

over 10 years

 

 

26,121

 

 

 

25,894

 

 

 

 

 

 

 

 

 

Mortgage-backed securities and other

 

 

179,331

 

 

 

186,074

 

 

 

18,582

 

 

 

19,001

 

Total

 

$

287,370

 

 

$

293,810

 

 

$

30,613

 

 

$

31,139

 

 

Securities pledged had carrying amounts of $164.1 million and $182.2 million at September 30, 2020 and June 30, 2020, respectively, and were pledged principally to secure FHLB advances and public deposits.

The following table provides information regarding investment securities with unrealized/unrecognized losses, aggregated by investment category and length of time that individual securities had been in a continuous unrealized loss position at September 30, 2020 and June 30, 2020:

 

 

 

September 30, 2020

 

 

 

Less than 12 months

 

 

12 months or greater

 

 

Total

 

 

 

 

 

 

Unrealized/

 

 

 

 

 

Unrealized/

 

 

 

 

 

Unrealized/

 

 

 

Fair

 

 

Unrecognized

 

 

Fair

 

 

Unrecognized

 

 

Fair

 

 

Unrecognized

 

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

 

(in thousands)

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities – residential

 

$

662

 

 

$

(9

)

 

$

760

 

 

$

(4

)

 

$

1,422

 

 

$

(13

)

Total available for sale

 

$

662

 

 

$

(9

)

 

$

760

 

 

$

(4

)

 

$

1,422

 

 

$

(13

)

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

2,500

 

 

$

(1

)

 

$

-

 

 

$

-

 

 

$

2,500

 

 

$

(1

)

Corporate and other debt securities

 

 

30,144

 

 

 

(738

)

 

 

16,972

 

 

 

(528

)

 

 

47,116

 

 

 

(1,266

)

Mortgage-backed securities – residential

 

 

2,062

 

 

 

(10

)

 

 

-

 

 

 

-

 

 

 

2,062

 

 

 

(10

)

Mortgage-backed securities – collateralized

   mortgage obligations

 

 

5,302

 

 

 

(9

)

 

 

-

 

 

 

-

 

 

 

5,302

 

 

 

(9

)

Total held to maturity

 

$

40,008

 

 

$

(758

)

 

$

16,972

 

 

$

(528

)

 

$

56,980

 

 

$

(1,286

)

 

 

 

June 30, 2020

 

 

 

Less than 12 months

 

 

12 months or greater

 

 

Total

 

 

 

 

 

 

Unrealized/

 

 

 

 

 

Unrealized/

 

 

 

 

 

Unrealized/

 

 

 

Fair

 

 

Unrecognized

 

 

Fair

 

 

Unrecognized

 

 

Fair

 

 

Unrecognized

 

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

Value

 

 

Loss

 

 

 

(in thousands)

 

Available for sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities – residential

 

$

1,450

 

 

$

(15

)

 

$

-

 

 

$

-

 

 

$

1,450

 

 

$

(15

)

Total available for sale

 

$

1,450

 

 

$

(15

)

 

$

-

 

 

$

-

 

 

$

1,450

 

 

$

(15

)

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

11,995

 

 

$

(5

)

 

$

-

 

 

$

-

 

 

$

11,995

 

 

$

(5

)

Corporate and other debt securities

 

 

30,751

 

 

 

(1,055

)

 

 

12,045

 

 

 

(455

)

 

 

42,796

 

 

 

(1,510

)

Mortgage-backed securities – residential

 

 

5,130

 

 

 

(17

)

 

 

-

 

 

 

-

 

 

 

5,130

 

 

 

(17

)

Mortgage-backed securities – collateralized

   mortgage obligations

 

 

2,627

 

 

 

(31

)

 

 

-

 

 

 

-

 

 

 

2,627

 

 

 

(31

)

Total held to maturity

 

$

50,503

 

 

$

(1,108

)

 

$

12,045

 

 

$

(455

)

 

$

62,548

 

 

$

(1,563

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11


As of September 30, 2020, the Company’s securities portfolio consisted of $318.5 million in securities, of which 24 securities with a fair value of $58.4 million were in an unrealized loss position. The majority of unrealized losses are related to the Company’s corporate and other debt securities, mortgage-backed securities and U.S. Government and agency obligations. Corporate and other debt securities are internally pass rated and are subject to quarterly credit monitoring.

 

At September 30, 2020 and June 30, 2020 there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.

There were no securities as of September 30, 2020 or June 30, 2020 for which the Company believes it is not probable that it will collect all amounts due according to the contractual terms of the security. Management believes the unrealized losses are primarily a result of changes in interest rates and credit spreads. The Company has determined that it does not intend to sell, or it is not more likely than not that it will be required to sell, its securities that are in an unrealized loss position prior to the recovery of its amortized cost basis. Therefore, the Company did not consider any securities to be other-than-temporarily impaired as of September 30, 2020 or June 30, 2020.

 

Note 4. Loans Receivable

Loans receivable are summarized as follows (in thousands):

 

 

 

September 30,

 

 

June 30,

 

 

 

2020

 

 

2020

 

Mortgage loans:

 

 

 

 

 

 

 

 

Residential

 

$

245,008

 

 

$

255,382

 

Commercial

 

 

794,248

 

 

 

807,106

 

Construction

 

 

11,512

 

 

 

11,053

 

Net deferred loan origination costs

 

 

666

 

 

 

739

 

Total mortgage loans

 

 

1,051,434

 

 

 

1,074,280

 

Commercial and consumer loans:

 

 

 

 

 

 

 

 

Commercial loans

 

 

155,569

 

 

 

164,257

 

Home equity lines of credit

 

 

29,249

 

 

 

29,838

 

Consumer and overdrafts

 

 

308

 

 

 

481

 

Net deferred loan origination costs

 

 

25

 

 

 

730

 

Total commercial and consumer loans

 

 

185,151

 

 

 

195,306

 

Total loans receivable

 

 

1,236,585

 

 

 

1,269,586

 

Allowance for loan losses

 

 

(8,672

)

 

 

(8,639

)

Loans receivable, net

 

$

1,227,913

 

 

$

1,260,947

 

 

 

12


The following tables present the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2020 and 2019 (in thousands):

 

 

 

Three Months Ended September 30, 2020

 

 

 

Beginning

Allowance

 

 

Provision

(credit)

 

 

Charge-offs

 

 

Recoveries

 

 

Ending

Allowance

 

Residential

 

$

373

 

 

$

(33

)

 

$

-

 

 

$

2

 

 

$

342

 

Commercial

 

 

6,913

 

 

 

53

 

 

 

-

 

 

 

-

 

 

 

6,966

 

Construction

 

 

165

 

 

 

8

 

 

 

-

 

 

 

-

 

 

 

173

 

Commercial loans

 

 

1,124

 

 

 

71

 

 

 

(105

)

 

 

31

 

 

 

1,121

 

Home equity lines of credit

 

 

60

 

 

 

1

 

 

-

 

 

 

2

 

 

 

63

 

Consumer and overdrafts

 

 

4

 

 

 

9

 

 

 

(8

)

 

 

2

 

 

 

7

 

Total

 

$

8,639

 

 

$

109

 

 

$

(113

)

 

$

37

 

 

$

8,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2019

 

 

 

Beginning

Allowance

 

 

Provision

(credit)

 

 

Charge-offs

 

 

Recoveries

 

 

Ending

Allowance

 

Residential

 

$

446

 

 

$

(106

)

 

$

-

 

 

$

3

 

 

$

343

 

Commercial

 

 

3,853

 

 

 

461

 

 

 

-

 

 

 

-

 

 

 

4,314

 

Construction

 

 

159

 

 

 

63

 

 

 

-

 

 

 

-

 

 

 

222

 

Commercial loans

 

 

1,130

 

 

 

(89

)

 

 

-

 

 

 

-

 

 

 

1,041

 

Home equity lines of credit

 

 

65

 

 

 

(9

)

 

 

-

 

 

 

5

 

 

 

61

 

Consumer and overdrafts

 

 

11

 

 

 

15

 

 

 

(18

)

 

 

4

 

 

 

12

 

Total

 

$

5,664

 

 

$

335

 

 

$

(18

)

 

$

12

 

 

$

5,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13


The following tables present the balance in the allowance for loan losses and the recorded investment in loans, excluding net deferred fees and accrued interest, by portfolio segment, and based on impairment method as of September 30, 2020 and June 30, 2020 (in thousands):

 

 

 

September 30, 2020

 

 

 

Loans

 

 

Allowance for Loan Losses

 

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Acquired With

Deteriorated

Credit Quality

 

 

Total

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Acquired With

Deteriorated

Credit Quality

 

 

Total

 

Residential

 

$

2,440

 

 

$

241,837

 

 

$

731

 

 

$

245,008

 

 

$

115

 

 

$

227

 

 

$

-

 

 

$

342

 

Commercial

 

 

-

 

 

 

793,362

 

 

 

886

 

 

 

794,248

 

 

 

-

 

 

 

6,966

 

 

 

-

 

 

 

6,966

 

Construction

 

 

-

 

 

 

11,512

 

 

 

-

 

 

 

11,512

 

 

 

-

 

 

 

173

 

 

 

-

 

 

 

173

 

Commercial loans

 

 

1,804

 

 

 

153,765

 

 

 

-

 

 

 

155,569

 

 

 

-

 

 

 

1,121

 

 

 

-

 

 

 

1,121

 

Home equity lines of credit

 

 

365

 

 

 

28,749

 

 

 

135

 

 

 

29,249

 

 

 

8

 

 

 

55

 

 

 

-

 

 

 

63

 

Consumer and overdrafts

 

 

-

 

 

 

308

 

 

 

-

 

 

 

308

 

 

 

-

 

 

 

7

 

 

 

-

 

 

 

7

 

Total

 

$

4,609

 

 

$

1,229,533

 

 

$

1,752

 

 

$

1,235,894

 

 

$

123

 

 

$

8,549

 

 

$

-

 

 

$

8,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

 

Loans

 

 

Allowance for Loan Losses

 

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Acquired With

Deteriorated

Credit Quality

 

 

Total

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Acquired With

Deteriorated

Credit Quality

 

 

Total

 

Residential

 

$

2,448

 

 

$

252,195

 

 

$

739

 

 

$

255,382

 

 

$

118

 

 

$

255

 

 

$

-

 

 

$

373

 

Commercial

 

 

-

 

 

 

806,224

 

 

 

882

 

 

 

807,106

 

 

 

-

 

 

 

6,913

 

 

 

-

 

 

 

6,913

 

Construction

 

 

-

 

 

 

11,053

 

 

 

-

 

 

 

11,053

 

 

 

-

 

 

 

165

 

 

 

-

 

 

 

165

 

Commercial loans

 

 

1,921

 

 

 

162,336

 

 

 

-

 

 

 

164,257

 

 

 

1

 

 

 

1,123

 

 

 

-

 

 

 

1,124

 

Home equity lines of credit

 

 

350

 

 

 

29,349

 

 

 

139

 

 

 

29,838

 

 

 

4

 

 

 

56

 

 

 

-

 

 

 

60

 

Consumer and overdrafts

 

 

-

 

 

 

481

 

 

 

-

 

 

 

481

 

 

 

-

 

 

 

4

 

 

 

-

 

 

 

4

 

Total

 

$

4,719

 

 

$

1,261,638

 

 

$

1,760

 

 

$

1,268,117

 

 

$

123

 

 

$

8,516

 

 

$

-

 

 

$

8,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14


 

The following tables present information related to loans individually evaluated for impairment (excluding loans acquired with deteriorated credit quality) by portfolio segment as of September 30, 2020 and June 30, 2020 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2020

 

 

June 30, 2020

 

 

 

Unpaid

Principal

Balance

 

 

Recorded Investment

 

 

Allowance for Loan Losses

 

 

Unpaid

Principal

Balance

 

 

Recorded Investment

 

 

Allowance for Loan Losses

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

$

2,114

 

 

$

2,007

 

 

$

-

 

 

$

2,123

 

 

$

2,013

 

 

$

-

 

Commercial loans

 

 

1,960

 

 

 

1,789

 

 

 

-

 

 

 

2,067

 

 

 

1,897

 

 

 

-

 

Home equity lines of credit

 

 

326

 

 

 

338

 

 

 

-

 

 

 

326

 

 

 

339

 

 

 

-

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

370

 

 

 

433

 

 

 

115

 

 

 

372

 

 

 

435

 

 

 

118

 

Commercial loans

 

 

15

 

 

 

15

 

 

 

-

 

 

 

24

 

 

 

24

 

 

 

1

 

Home equity lines of credit

 

 

27

 

 

 

27

 

 

 

8

 

 

 

11

 

 

 

11

 

 

 

4

 

Total

 

$

4,812

 

 

$

4,609

 

 

$

123

 

 

$

4,923

 

 

$

4,719

 

 

$

123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The tables below present the average recorded investment and interest income recognized on loans individually evaluated for impairment, by portfolio segment, for the three months ended September 30, 2020 and 2019 (in thousands):

 

Three months ended

 

 

Three months ended

 

 

September 30, 2020

 

 

September 30, 2019

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

2,015

 

 

$

8

 

 

$

1,735

 

 

$

6

 

Commercial

 

-

 

 

 

-

 

 

 

1,411

 

 

 

12

 

Commercial loans

 

1,809

 

 

 

49

 

 

 

1,825

 

 

 

50

 

Home equity lines of credit

 

339

 

 

 

-

 

 

 

680

 

 

 

-

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

434

 

 

 

3

 

 

 

738

 

 

 

3

 

Commercial loans

 

15

 

 

 

-

 

 

 

180

 

 

 

1

 

Home equity lines of credit

 

16

 

 

 

-

 

 

 

11

 

 

 

-

 

Total

$

4,628

 

 

$

60

 

 

$

6,580

 

 

$

72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table presents the recorded investment in nonaccrual loans and in loans past due over 90 days and still on accrual status, by portfolio segment, as of September 30, 2020 and June 30, 2020 (in thousands):

 

 

 

 

 

 

Loans Past Due Over 90 Days

 

 

 

Nonaccrual

 

 

and Still Accruing

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

June 30,

 

 

 

2020

 

 

2020

 

 

2020

 

 

2020

 

Residential

 

$

1,454

 

 

$

1,457

 

 

$

-

 

 

$

-

 

Commercial loans

 

 

247

 

 

 

-

 

 

 

-

 

 

 

-

 

Home equity lines of credit

 

 

383

 

 

 

338

 

 

 

-

 

 

 

-

 

Total

 

$

2,084

 

 

$

1,795

 

 

$

-

 

 

$

-

 

15


 

Nonperforming loans include both smaller-balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The table above excludes acquired loans that are accounted for as purchased credit impaired loans totaling $383,000 and $392,000 as of September 30, 2020 and June 30, 2020, respectively. Such loans are excluded because the loans are in pools that are considered performing. The discounts arising from recording these loans at fair value upon acquisition were due in part to credit quality and the accretable yield is being recognized as interest income over the life of the loans based on expected cash flows.

The following tables present the aging of the recorded investment in past due loans by portfolio segment as of September 30, 2020 and June 30, 2020 (in thousands):

 

 

September 30, 2020

 

 

 

30-59

 

 

60-89

 

 

90 Days or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days Past

 

 

Days Past

 

 

More Past

 

 

Total Past

 

 

 

 

 

 

 

 

 

 

 

Due

 

 

Due

 

 

Due

 

 

Due

 

 

Current (1)

 

 

Total

 

Residential

 

$

-

 

 

$

286

 

 

$

813

 

 

$

1,099

 

 

$

243,909

 

 

$

245,008

 

Commercial

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

794,248

 

 

 

794,248

 

Construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,512

 

 

 

11,512

 

Commercial loans

 

 

83

 

 

 

226

 

 

 

247

 

 

 

556

 

 

 

155,013

 

 

 

155,569

 

Home equity lines of credit

 

 

-

 

 

 

-

 

 

 

383

 

 

 

383

 

 

 

28,866

 

 

 

29,249

 

Consumer and overdrafts

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

308

 

 

 

308

 

Total

 

$

83

 

 

$

512

 

 

$

1,443

 

 

$

2,038

 

 

$

1,233,856

 

 

$

1,235,894

 

 

 

 

June 30, 2020

 

 

 

30-59

 

 

60-89

 

 

90 Days or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days Past

 

 

Days Past

 

 

More Past

 

 

Total Past

 

 

 

 

 

 

 

 

 

 

 

Due

 

 

Due

 

 

Due

 

 

Due

 

 

Current (1)

 

 

Total

 

Residential

 

$

495

 

 

$

10

 

 

$

806

 

 

$

1,311

 

 

$

254,071

 

 

$

255,382

 

Commercial

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

807,106

 

 

 

807,106

 

Construction

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,053

 

 

 

11,053

 

Commercial loans

 

 

76

 

 

 

-

 

 

 

-

 

 

 

76

 

 

 

164,181

 

 

 

164,257

 

Home equity lines of credit

 

 

44

 

 

 

-

 

 

 

338

 

 

 

382

 

 

 

29,456

 

 

 

29,838

 

Consumer and overdrafts

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

481

 

 

 

481

 

Total

 

$

615

 

 

$

10

 

 

$

1,144

 

 

$

1,769

 

 

$

1,266,348

 

 

$

1,268,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

As of September 30, 2020 and June 30, 2020, loans on a COVID-19-related payment deferral are considered current.

 

Troubled Debt Restructurings

The terms of certain loans have been modified as troubled debt restructurings (“TDR”). The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. All TDRs are considered impaired loans.

As of both September 30, 2020 and June 30, 2020, the Company had 14 loans, classified as TDRs totaling $3.2 million and $3.3 million, including $2.8 million and $2.9 million, respectively, of loans still accruing interest. The Company has allocated $124,000 and $123,000, of specific reserves to customers whose loan terms have been modified in TDRs as of September 30, 2020 and June 30, 2020, respectively. As of September 30, 2020, the Company has committed to lend an additional $10,000 to customers with outstanding loans that are classified as TDRs.

The Company did not modify any loans during the three months ended September 30, 2020 or 2019 that were classified as TDRs.  

There were no defaults of troubled debt restructurings occurring in the three months ended September 30, 2020 that were modified in the twelve months prior to default. The Company had one TDR, a residential mortgage with a carrying amount of $370,000 as of September 30, 2019, default in the three months ended September 30, 2019 that

16


 

was modified in the twelve months prior to default. This default did not result in a charge-off nor an increase to the allowance for loan losses.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” provides banks the option to temporarily suspend certain requirements under U.S. GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. Additionally, on April 7, 2020, the banking agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, issued a statement, “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (Revised)” (“Interagency Statement”), to encourage banks to work prudently with borrowers and to describe the agencies’ interpretation of how accounting rules under ASC 310-40, “Troubled Debt Restructurings by Creditors,” apply to certain COVID-19-related modifications.

During the three months ended September 30, 2020, the Company granted or extended loan payment deferrals for 21 residential mortgage loans and home equity lines of credit totaling $7.4 million, as well as 20 commercial mortgage and commercial loans totaling $26.0 million. In accordance with either the CARES Act or Interagency Statement, these modifications are not considered troubled debt restructurings. The Company had 28 and 320 loans totaling $21.8 million and $216.2 million on loan payment deferral as of September 30, 2020 and June 30, 2020, respectively.

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 by classifying the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Company utilizes the same grading process for acquired loans as it does for originated loans. The Company uses the following definitions for risk ratings:

Special Mention – Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

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

17


 

Loans not meeting the criteria above that are analyzed individually as part of the above-described process and loans in groups of homogenous loans are considered to be pass rated loans. These loans are monitored based on delinquency and performance. Based on the most recent analysis performed, the risk category of loans by portfolio segment is as follows (in thousands):

 

 

 

September 30, 2020

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Total

 

Residential

 

$

242,366

 

 

$

563

 

 

$

2,079

 

 

$

245,008

 

Commercial

 

 

780,620

 

 

 

12,742

 

 

 

886

 

 

 

794,248

 

Construction

 

 

11,512

 

 

 

-

 

 

 

-

 

 

 

11,512

 

Commercial loans

 

 

151,189

 

 

 

463

 

 

 

3,917

 

 

 

155,569

 

Home equity lines of credit

 

 

28,357

 

 

 

449

 

 

 

443

 

 

 

29,249

 

Consumer and overdrafts

 

 

308

 

 

 

-

 

 

 

-

 

 

 

308

 

Total

 

$

1,214,352

 

 

$

14,217

 

 

$

7,325

 

 

$

1,235,894

 

 

 

 

June 30, 2020

 

 

 

Pass

 

 

Special

Mention

 

 

Substandard

 

 

Total

 

Residential

 

$

252,604

 

 

$

687

 

 

$

2,091

 

 

$

255,382

 

Commercial

 

 

803,048

 

 

 

3,176

 

 

 

882

 

 

 

807,106

 

Construction

 

 

11,053

 

 

 

-

 

 

 

-

 

 

 

11,053

 

Commercial loans

 

 

160,137

 

 

 

201

 

 

 

3,919

 

 

 

164,257

 

Home equity lines of credit

 

 

28,894

 

 

 

498

 

 

 

446

 

 

 

29,838

 

Consumer and overdrafts

 

 

481

 

 

 

-

 

 

 

-

 

 

 

481

 

Total

 

$

1,256,217

 

 

$

4,562

 

 

$

7,338

 

 

$

1,268,117

 

 

As of September 30, 2020, of the $21.8 million in loans granted COVID-19 related payment deferrals, $11.9 million were pass-rated, with $9.6 million and $221,000 rated special mention and substandard, respectively. As of June 30, 2020, of the $216.2 million in loans granted COVID-19 related payment deferrals, $211.0 million were pass-rated, with $198,000 and $4.9 million rated special mention and substandard, respectively.

Purchased Credit Impaired Loans

The Company has acquired loans for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans as of September 30, 2020 and June 30, 2020 is as follows (in thousands):

 

 

 

September 30,

 

 

June 30,

 

 

 

2020

 

 

2020

 

Residential

 

$

731

 

 

$

739

 

Commercial

 

 

886

 

 

 

882

 

Home equity lines of credit

 

 

135

 

 

 

139

 

Carrying amount, net of allowance of $0

 

$

1,752

 

 

$

1,760

 

 

The allowance for loan losses on purchased credit impaired loans decreased $0 and $83,000 during the three months ended September 30, 2020 and 2019, respectively.

18


 

Accretable yield, or income expected to be collected, for acquired loans is as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

 

2019

 

Beginning balance

 

$

156

 

 

$

192

 

New loans acquired

 

 

-

 

 

 

-

 

Accretion income

 

 

(5

)

 

 

(10

)

Reclassification from non-accretable difference

 

 

-

 

 

 

-

 

Disposals

 

 

-

 

 

 

-

 

Ending balance

 

$

151

 

 

$

182

 

 

 

Note 5. Other Comprehensive Income (Loss)

The following is a summary of the accumulated other comprehensive income (loss) balances, net of tax (in thousands):

 

 

 

Net unrealized

gain (loss) on

available for

sale securities

 

 

Unrealized loss

on pension

benefits

 

 

Unrealized loss

on SERP

benefits

 

 

Total

 

Balance at July 1, 2020

 

$

428

 

 

$

(6,605

)

 

$

(226

)

 

$

(6,403

)

Other comprehensive (loss) income before reclassifications

 

 

(16

)

 

 

-

 

 

 

-

 

 

 

(16

)

Amounts reclassified from accumulated other

comprehensive income

 

 

-

 

 

 

240

 

 

 

14

 

 

 

254

 

Less tax effect

 

 

3

 

 

 

(51

)

 

 

(3

)

 

 

(51

)

Net other comprehensive (loss) income

 

 

(13

)

 

 

189

 

 

 

11

 

 

 

187

 

Balance at September 30, 2020

 

$

415

 

 

$

(6,416

)

 

$

(215

)

 

$

(6,216

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized

gain (loss) on

available for

sale securities

 

 

Unrealized loss

on pension

benefits

 

 

Unrealized loss

on SERP

benefits

 

 

Total

 

Balance at July 1, 2019

 

$

(209

)

 

$

(4,631

)

 

$

(250

)

 

$

(5,090

)

Other comprehensive income before reclassifications

 

 

181

 

 

 

-

 

 

 

-

 

 

 

181

 

Amounts reclassified from accumulated other

comprehensive income

 

 

-

 

 

 

133

 

 

 

11

 

 

 

144

 

Less tax effect

 

 

(38

)

 

 

(29

)

 

 

(2

)

 

 

(69

)

Net other comprehensive income

 

 

143

 

 

 

104

 

 

 

9

 

 

 

256

 

Balance at September 30, 2019

 

$

(66

)

 

$

(4,527

)

 

$

(241

)

 

$

(4,834

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 6. Post-Retirement Benefits

Employee Pension Plan

The Company maintains a non-contributory defined benefit pension plan that covers employees meeting specific requirements as to age and length of service. The Company’s contributions to this qualified plan are determined on the basis of (i) the maximum amount that can be deducted for federal income tax purposes, and (ii) the amount determined by a consulting actuary as necessary to avoid an accumulated funding deficiency as defined by the Employee Retirement Income Security Act of 1974 (“ERISA”). Contributions are intended to provide for benefits attributed to service to date but also those expected to be earned in the future. On February 15, 2017, the Board of Directors approved the freezing of the defined benefit pension plan effective May 1, 2017.

 

19


 

Supplemental Executive Retirement Plans

The Company also maintains unfunded and non-qualified supplemental executive retirement plans ("SERP") to provide pension benefits in addition to those provided under the qualified pension plan.

Net periodic benefit cost and other amounts recognized in other comprehensive income for the three months ended September 30, 2020 and 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

September 30, 2020

 

 

September 30, 2019

 

 

 

Defined

Benefit

Plan

 

 

Supplemental

Retirement

Plans

 

 

Defined

Benefit

Plan

 

 

Supplemental

Retirement

Plans

 

Service cost

 

$

-

 

 

$

90

 

 

$

-

 

 

$

79

 

Interest cost

 

 

136

 

 

 

24

 

 

 

180

 

 

 

31

 

Expected return on plan assets

 

 

(456

)

 

 

-

 

 

 

(479

)

 

 

-

 

Amortization of prior net loss

 

 

240

 

 

 

14

 

 

 

133

 

 

 

11

 

Net periodic cost (benefit)

 

$

(80

)

 

$

128

 

 

$

(166

)

 

$

121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company made no contributions to the defined benefit plan during the three months ended September 30, 2020.

Employee Stock Ownership Plan

On January 1, 2017, the Company established an Employee Stock Ownership Plan (“ESOP”) to provide eligible employees the opportunity to own Company stock. The ESOP is a tax-qualified retirement plan for the benefit of Company employees. On April 20, 2017, the Company granted a loan to the ESOP for the purchase of 1,453,209 shares of the Company’s common stock at a price of $10.00 per share. The loan obtained by the ESOP from the Company to purchase the common stock is payable annually over 15 years at a rate per annum equal to the Prime Rate, reset annually on January 1st (4.75% for 2020). Loan payments are principally funded by cash contributions from the Bank. The loan is secured by the shares purchased, which are held in a suspense account for allocation among participants as the loan is repaid. The balance of the ESOP loan at September 30, 2020 was $11.6 million. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax limits. The number of shares committed to be released annually is 96,881 through 2032. Dividends on allocated shares increase participant accounts and are used to purchase additional shares of stock. Participants receive the shares at the end of employment.

Shares held by the ESOP include the following (dollars in thousands):

 

 

 

September 30, 2020

 

 

June 30, 2020

 

Allocated to participants

 

 

352,463

 

 

 

327,206

 

Unearned

 

 

1,090,110

 

 

 

1,114,529

 

Total ESOP shares

 

 

1,442,573

 

 

 

1,441,735

 

 

 

 

 

 

 

 

 

 

Fair value of unearned shares

 

$

13,158

 

 

$

14,132

 

 

 

 

 

 

 

 

 

 

Total compensation expense recognized in connection with the ESOP for the three months ended September 30, 2020 and 2019 was $301,000 and $483,000, respectively.    

 

Note 7. Fair Value of Financial Instruments

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:

20


 

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: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as general classification of such instruments pursuant to the valuation hierarchy, is set forth below. While management believes the Company’s valuation methodologies are appropriate and consistent with other financial institutions, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  

Investment Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs), or a broker's opinion of value (Level 3 inputs).  

Impaired Loans: The fair value of collateral-dependent impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. Appraisals are generally obtained annually and may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Management performs a review of all appraisals, including any such adjustments. The fair value of uncollateralized or non-collateral-dependent loans are generally based on discounted cash flows which utilize management’s assumption of discount rates and expected future cash flows, resulting in a Level 3 classification.

Foreclosed Real Estate: Assets acquired through or instead of loan foreclosure are initially recorded at fair value, less estimated costs to sell, when acquired, establishing a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value, less estimated costs to sell.  Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.  Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Foreclosed properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Credit Department, as well as a third-party specialist, where deemed appropriate, reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Once appraisals are considered appropriate, management discounts the appraised value for estimated selling costs, such as legal, broker, and property maintenance and insurance costs.  The most recent analysis performed indicated discount rates ranging between 10% and 20% should be applied to properties with appraisals performed.

Derivatives: The Company’s derivative assets and liabilities consist of transactions undertaken as part of management’s strategy to manage interest rate risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy.

21


 

Assets and liabilities measured at fair value are summarized below (in thousands):

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

-

 

 

$

7,017

 

 

$

-

 

 

$

7,017

 

Corporate and other debt securities

 

 

-

 

 

 

5,121

 

 

 

-

 

 

 

5,121

 

Mortgage-backed securities – residential

 

 

-

 

 

 

19,001

 

 

 

-

 

 

 

19,001

 

Derivatives – interest rate contracts

 

 

-

 

 

 

8,094

 

 

 

-

 

 

 

8,094

 

Total assets at fair value

 

$

-

 

 

$

39,233

 

 

$

-

 

 

$

39,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives – interest rate contracts

 

$

-

 

 

$

8,094

 

 

$

-

 

 

$

8,094

 

Total liabilities at fair value

 

$

-

 

 

$

8,094

 

 

$

-

 

 

$

8,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a non-recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgages

 

$

-

 

 

$

-

 

 

$

318

 

 

$

318

 

Commercial loans

 

 

-

 

 

 

-

 

 

 

15

 

 

 

15

 

Home equity lines of credit

 

 

-

 

 

 

-

 

 

 

18

 

 

 

18

 

Total assets at fair value

 

$

-

 

 

$

-

 

 

$

351

 

 

$

351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

$

-

 

 

$

11,049

 

 

$

-

 

 

$

11,049

 

Corporate and other debt securities

 

 

-

 

 

 

5,120

 

 

 

-

 

 

 

5,120

 

Mortgage-backed securities – residential

 

 

-

 

 

 

21,257

 

 

 

-

 

 

 

21,257

 

Derivatives – interest rate contracts

 

 

-

 

 

 

8,305

 

 

 

-

 

 

 

8,305

 

Total assets at fair value

 

$

-

 

 

$

45,731

 

 

$

-

 

 

$

45,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives – interest rate contracts

 

$

-

 

 

$

8,305

 

 

$

-

 

 

$

8,305

 

Total liabilities at fair value

 

$

-

 

 

$

8,305

 

 

$

-

 

 

$

8,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a non-recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgages

 

$

-

 

 

$

-

 

 

$

316

 

 

$

316

 

Commercial loans

 

 

-

 

 

 

-

 

 

 

100

 

 

 

100

 

Home equity lines of credit

 

 

-

 

 

 

-

 

 

 

8

 

 

 

8

 

Total assets at fair value

 

$

-

 

 

$

-

 

 

$

424

 

 

$

424

 

 

There were no transfers between levels within the fair value hierarchy during the three months ended September 30, 2020 and 2019.

 

Impaired loans in the preceding table had a carrying amount of $475,000 and a remaining valuation allowance of $124,000, at September 30, 2020, as compared to $547,000 and 123,000, respectively, as of June 30, 2020. Impaired loans measured at fair value incurred net recoveries of $4,000 and resulted in a credit for loan losses of $3,000 during the three months ended September 30, 2020. Impaired loans measured at fair value as of September 30, 2019 incurred no net charge-offs and resulted in an additional credit for loan losses of $6,000 during the three months ended September 30, 2019.

22


 

The following tables present quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on a non-recurring basis at September 30, 2020 and June 30, 2020 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation

 

Unobservable

 

Range or

 

 

 

Fair Value

 

 

Technique(s)

 

Input(s)

 

Rate Used

 

September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans - residential mortgages

 

$

318

 

 

Discounted cash flow

 

Discount rate

 

5.4% to 6.3%

 

Impaired loans - home equity lines of credit

 

 

18

 

 

Discounted cash flow

 

Discount rate

 

3.3% to 6.3%

 

Impaired loans - commercial loans

 

 

15

 

 

Discounted cash flow

 

Discount rate

 

7.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans - residential mortgages

 

$

316

 

 

Discounted cash flow

 

Discount rate

 

5.4% to 6.3%

 

Impaired loans - home equity lines of credit

 

 

8

 

 

Discounted cash flow

 

Discount rate

 

6.3%

 

Impaired loans - commercial loans

 

 

100

 

 

Discounted cash flow

 

Discount rate

 

6.8% to 7.5%

 

 

The following is a summary of the carrying amounts and estimated fair values of the Company’s financial assets and liabilities, none of which are held for trading purposes (in thousands):

 

 

 

Carrying

 

 

Fair Value Measurements

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

162,739

 

 

$

162,739

 

 

$

-

 

 

$

-

 

 

$

162,739

 

Investment securities held to maturity

 

 

287,370

 

 

 

-

 

 

 

289,010

 

 

 

4,800

 

 

 

293,810

 

Investment securities available for sale

 

 

31,139

 

 

 

-

 

 

 

31,139

 

 

 

-

 

 

 

31,139

 

Loans receivable, net

 

 

1,227,913

 

 

 

-

 

 

 

-

 

 

 

1,207,943

 

 

 

1,207,943

 

Accrued interest receivable

 

 

6,729

 

 

 

-

 

 

 

1,310

 

 

 

5,419

 

 

 

6,729

 

FHLB stock

 

 

6,307

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Derivative assets - interest rate contracts

 

 

8,094

 

 

 

-

 

 

 

8,094

 

 

 

-

 

 

 

8,094

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, NOW, money market deposits and savings accounts

 

 

935,001

 

 

 

935,001

 

 

 

-

 

 

 

-

 

 

 

935,001

 

Time deposits

 

 

442,011

 

 

 

-

 

 

 

451,034

 

 

 

-

 

 

 

451,034

 

Mortgage escrow funds

 

 

6,420

 

 

 

6,420

 

 

 

-

 

 

 

-

 

 

 

6,420

 

Accrued interest payable

 

 

252

 

 

 

2

 

 

 

250

 

 

 

-

 

 

 

252

 

FHLB advances

 

 

106,056

 

 

 

-

 

 

 

110,762

 

 

 

-

 

 

 

110,762

 

Derivative liabilities - interest rate contracts

 

 

8,094

 

 

 

-

 

 

 

8,094

 

 

 

-

 

 

 

8,094

 

 

23


 

 

 

Carrying

 

 

Fair Value Measurements

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

136,302

 

 

$

136,302

 

 

$

-

 

 

$

-

 

 

$

136,302

 

Investment securities held to maturity

 

 

275,772

 

 

 

-

 

 

 

276,847

 

 

 

4,650

 

 

 

281,497

 

Investment securities available for sale

 

 

37,426

 

 

 

-

 

 

 

37,426

 

 

 

-

 

 

 

37,426

 

Loans receivable, net

 

 

1,260,947

 

 

 

-

 

 

 

-

 

 

 

1,240,440

 

 

 

1,240,440

 

Accrued interest receivable

 

 

6,880

 

 

 

-

 

 

 

997

 

 

 

5,883

 

 

 

6,880

 

FHLB stock

 

 

6,308

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Derivative assets - interest rate contracts

 

 

8,305

 

 

 

-

 

 

 

8,305

 

 

 

-

 

 

 

8,305

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand, NOW, money market deposits and savings accounts

 

 

926,989

 

 

 

926,989

 

 

 

-

 

 

 

-

 

 

 

926,989

 

Time deposits

 

 

446,246

 

 

 

-

 

 

 

456,109

 

 

 

-

 

 

 

456,109

 

Mortgage escrow funds

 

 

10,123

 

 

 

10,123

 

 

 

-

 

 

 

-

 

 

 

10,123

 

Accrued interest payable

 

 

246

 

 

 

1

 

 

 

245

 

 

 

 

 

 

 

246

 

FHLB advances

 

 

106,089

 

 

 

-

 

 

 

110,937

 

 

 

-

 

 

 

110,937

 

Derivative liabilities - interest rate contracts

 

 

8,305

 

 

 

-

 

 

 

8,305

 

 

 

-

 

 

 

8,305

 

 

 

The methods of determining the fair value of assets and liabilities presented in the table above are consistent with our methodologies disclosed in the Company's Consolidated Financial Statements included in the Annual Report on Form 10-K.

 

Note 8. Regulatory Matters

The following is a summary of the Bank’s actual capital amounts and ratios as of September 30, 2020 and June 30, 2020, compared to the required ratios for minimum capital adequacy and for classification as well capitalized (dollars in thousands).  

 

 

 

 

 

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

For Capital

 

 

Under Prompt

 

 

 

 

 

Adequacy

 

 

Corrective Action

 

 

Bank Actual

 

 

Purposes

 

 

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCSB Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage (Tier 1)

$

223,304

 

 

 

12.4

%

 

$

72,002

 

 

 

4.0

%

 

$

90,003

 

 

 

5.0

%

Risk-based:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Tier 1

 

223,304

 

 

 

17.6

 

 

 

57,228

 

 

 

4.5

 

 

 

82,662

 

 

 

6.5

 

Tier 1

 

223,304

 

 

 

17.6

 

 

 

76,304

 

 

 

6.0

 

 

 

101,738

 

 

 

8.0

 

Total

 

231,976

 

 

 

18.2

 

 

 

101,738

 

 

 

8.0

 

 

 

127,173

 

 

 

10.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCSB Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage (Tier 1)

$

220,310

 

 

 

12.5

%

 

$

70,432

 

 

 

4.0

%

 

$

88,040

 

 

 

5.0

%

Risk-based:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Tier 1

 

220,310

 

 

 

17.0

 

 

 

58,389

 

 

 

4.5

 

 

 

84,339

 

 

 

6.5

 

Tier 1

 

220,310

 

 

 

17.0

 

 

 

77,852

 

 

 

6.0

 

 

 

103,802

 

 

 

8.0

 

Total

 

228,949

 

 

 

17.0

 

 

 

103,802

 

 

 

8.0

 

 

 

129,753

 

 

 

10.0

 

 

In addition to the ratios above, the Basel III Capital Rules have established that community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers.

24


 

Management believes that as of September 30, 2020 and June 30, 2020, the Bank met all capital adequacy requirements to which it was subject, including the capital conservation buffer of 2.5%, as of September 30, 2020 and June 30, 2020, respectively. Further, the most recent FDIC notification categorized the Bank as a well-capitalized institution under the prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Bank’s capital classification.  

 

Note 9. Earnings Per Share (“EPS”)

Basic EPS is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted EPS is calculated in a similar matter, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method. Dilutive financial instruments include stock options and unvested restricted stock.

The following table provides factors used in the earnings per share computation for the three months ended September 30th.

 

 

 

2020

 

 

2019

 

 

 

(amounts in thousands, except share and per share data)

 

Net income applicable to common stock

 

$

2,728

 

 

$

2,829

 

 

 

 

 

 

 

 

 

 

Average number of common shares

   outstanding

 

 

16,404,886

 

 

 

17,178,824

 

Less: Average unallocated ESOP shares

 

 

(1,102,048

)

 

 

(1,199,062

)

Average number of common shares outstanding used to calculate basic earnings per common share

 

 

15,302,838

 

 

 

15,979,762

 

 

 

 

 

 

 

 

 

 

Effect of equity-based awards

 

 

111

 

 

 

102,514

 

Average number of common shares outstanding used to calculate diluted earnings per common share

 

 

15,302,949

 

 

 

16,082,276

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.18

 

 

$

0.18

 

Diluted

 

$

0.18

 

 

$

0.18

 

 

Stock options for 1,345,293 and 1,339,293 shares of common stock were not considered in computing diluted earnings per common share for the three months ended September 30, 2020 and 2019, respectively because they were antidilutive.

 

Note 10. Derivatives and Hedging

 

Derivatives not designated as hedges may be used to manage the Company’s exposure to interest rate movements or to provide service to customers. The Company executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that the Company executes with a third party in order to minimize the net risk exposure resulting from such transactions. These interest rate swap agreements do not qualify for hedge accounting treatment, and therefore changes in fair value are reported in current period earnings.

  

 

 

 

 

 

 

25


 

The following table presents summary information about the interest rate swaps as of September 30, 2020 and June 30, 2020.

 

 

September 30,

 

 

June 30,

 

 

2020

 

 

2020

 

 

(dollars in thousands)

 

Notional amounts

$

168,462

 

 

$

159,242

 

Weighted average pay rates

 

2.53

%

 

 

2.54

%

Weighted average receive rates

 

2.53

%

 

 

2.54

%

Weighted average maturity

9.10 years

 

 

9.31 years

 

Fair value of combined interest rate swaps

$

-

 

 

$

-

 

 

Note 11. Revenue From Contracts With Customers

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. The Company applies the following five steps to properly recognize revenue:

 

 

1.

Identify the contract with a customer.

 

2.

Identify the performance obligations in the contract.

 

3.

Determine the transaction price.

 

4.

Allocate the transaction price to performance obligations in the contract.

 

5.

Recognize revenue when (or as) the Company satisfies a performance obligation.

 

The following table presents summary information about sources of revenue from contracts with customers as of September 30th.

 

 

2020

 

 

2019

 

 

(in thousands)

 

Noninterest income:

 

 

 

 

 

 

 

Service charges on deposits

$

162

 

 

$

256

 

Interchange fees

 

131

 

 

 

117

 

Other (1)

 

29

 

 

 

29

 

Fees and service charges

 

322

 

 

 

402

 

 

 

 

 

 

 

 

 

Bank-owned life insurance (1)

 

132

 

 

 

137

 

Swap income (1)

 

129

 

 

 

170

 

 

 

 

 

 

 

 

 

Net gain on sale of foreclosed real estate

 

-

 

 

 

47

 

Other (1)

 

11

 

 

 

9

 

Other noninterest income

 

11

 

 

 

56

 

Total noninterest income

$

594

 

 

$

765

 

 

 

 

 

 

 

 

 

(1)     Not within the scope of ASC 606.

 

 

 

 

 

 

 

 

Fees and Service Charges on Deposit Accounts. The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payments, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of the month, representing the period over which the Company satisfied 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.

 

26


 

Interchange Income. The Company earns interchange fees from debit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

 

Gain on Sales of Foreclosed Real Estate. The Company records a gain or loss from the sale of foreclosed real estate when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of foreclosed real estate to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed real estate 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.  

 

Note 12. Stock-Based Compensation

 

On October 24, 2018, the Company’s shareholders approved the PCSB Financial Corporation 2018 Equity Incentive Plan (the “Plan”), which permits the grant of stock options and restricted stock and/or restricted stock units. The total number of shares that may be granted under the Plan is 2,543,115, of which 1,816,511 shares may be granted as stock options and 726,604 shares may be granted as restricted stock and restricted stock units. Total compensation cost that has been charged against income for the Plan was $829,000 and $830,000 for the three months ended September 30, 2020 and 2019, respectively.

 

Restricted Stock Awards (“RSAs”)

 

RSAs provide for the issuance of shares to both employees and non-employee directors. These awards generally vest over a 5-year period, with 20% vesting each year on the anniversary of the award. All awards were made at the fair value of common stock on the grant date. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at grant date. The fair value of the stock was determined to be the closing price of the stock on the NASDAQ exchange. Total shares available for grant under the Plan are 726,604, of which 550,185 shares were granted as of September 30, 2020.

 

The following table presents a summary of RSA activity during the period ended September 30, 2020.

 

 

Number of

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Unvested granted shares outstanding at July 1, 2020

 

437,737

 

 

$

19.02

 

Shares granted

 

3,000

 

 

 

12.34

 

Shares vested

 

-

 

 

 

-

 

Shares forfeited

 

-

 

 

 

-

 

Unvested granted shares at September 30, 2020

 

440,737

 

 

$

18.97

 

 

As of September 30, 2020, there was $6.5 million of total unrecognized compensation cost related to non-vested shares granted under the Plan. The cost is expected to be recognized over a weighted-average period of 3.2 years.

 

Stock Option Awards

 

Stock options awarded to employees under the Plan are considered incentive stock options (ISOs), up to applicable limits. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. Those issued to non-employee directors, as well as those exceeding ISO limitations, are considered non-qualified stock options (NQSOs). Options generally vest over a 5-year period, with 20% vesting each year on the anniversary of the award, however, may not vest more rapidly than over a three-year period, and have a contractual term of 10 years. The Company has a policy of using shares held as a treasury stock to satisfy share option exercises. Currently, the Company has a sufficient number of treasury shares to satisfy the current level of exercisable share options.

 

27


 

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatilities of a peer group of publicly traded financial institutions. The expected term of options granted is based on the simplified “mid-point” approach which utilizes the weighted average vesting period and contractual term. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

 

The fair value of options granted during the three months ended September 30, 2020, was determined using the following weighted-average assumptions as of grant date.

 

Risk-free interest rate

 

0.39

%

Expected term (in years)

 

6.25

 

Expected stock price volatility

 

35.75

%

Dividend yield

 

1.30

%

Weighted average fair value of options granted

$

3.72

 

 

As of September 30, 2020, there was $3.8 million of total unrecognized compensation cost related to non-vested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of 3.2 years.

 

Total shares available for grant under the Plan are 1,816,511, of which 1,345,293 shares were granted as of September 30, 2020. The following table presents a summary of activity related to stock options granted under the Plan, and changes during the period then ended:

 

 

Number of

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Years

 

 

Aggregate

Intrinsic

Value

 

 

(dollars in thousands, except share and per share data)

 

Options outstanding at July 1, 2020

 

1,339,293

 

 

$

19.04

 

 

 

 

 

 

$

-

 

Options granted

 

6,000

 

 

 

12.34

 

 

 

 

 

 

 

 

 

Options expired

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Options exercised

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Options outstanding at September 30, 2020

 

1,345,293

 

 

$

19.01

 

 

 

8.1

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2020

 

267,859

 

 

$

19.04

 

 

 

8.1

 

 

$

-

 

 

 

Note 13. Leases

 

As of September 30, 2020, the Company leases real estate for eleven branch offices and one administrative office, including its corporate headquarters, under various operating lease agreements. The Company’s leases have maturities which range from 2021 to 2041, some of which include lessee options to extend the lease term. The weighted average remaining life of the lease terms for these leases was 9.9 years as of September 30, 2020.

 

The operating lease asset and lease liability are determined at the commencement date of the lease based on the present value of the lease payments. As most of our leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date. The Company utilized a weighted average discount rate of 2.43% in determining the lease liability as of September 30, 2020.

 

The Company made a policy election to exclude the recognition requirements of ASC 842 to short-term leases, those leases with original terms of 12 months or less. Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term. The Company had no short-term lease cost for the three months ended September 30, 2020 or 2019. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally

28


 

accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. There were no sale and leaseback transactions, leveraged leases or lease transactions with related parties during the three months ended September 30, 2020 or 2019.

 

For the three months ended September 30, 2020 and 2019, total operating lease cost was $504,000 and $497,000, respectively, and is included in occupancy and equipment expense. The right-of-use asset, included in premises and equipment, net, was $10.6 million and the corresponding lease liability, included in other liabilities was $10.8 million as of September 30, 2020.

 

Future minimum lease payments for the fiscal years ending June 30 and a reconciliation of undiscounted lease cash flows and the lease liability recognized in the consolidated balance sheet as of September 30, 2020 is shown below:

 

(dollars in thousands)

 

 

 

2021

$

1,486

 

2022

 

1,937

 

2023

 

1,850

 

2024

 

1,479

 

2025

 

1,186

 

Thereafter

 

4,475

 

Total future minimum lease payments (undiscounted)

 

12,413

 

Discounting effect on cash flows

 

(1,622

)

Lease liability (discounted)

$

10,791

 

 

 

 

 

Note 14. Subsequent Events

 

Subsequent to September 30, 2020, and through November 4, 2020, the Company repurchased 216,500 shares of common stock, at an average cost of $13.18 per share.

 

 

 

 

29


 

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

General

Management’s discussion and analysis of financial condition at September 30, 2020 and June 30, 2020, and results of operations for the three months ended September 30, 2020 and 2019 is intended to assist in understanding the consolidated financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this quarterly report on Form 10-Q and with the audited consolidated financial statements included in the annual report on Form 10-K for the fiscal year ended June 30, 2020.

Cautionary Note Regarding Forward-Looking Statements

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

 

statements of our goals, intentions and expectations;

 

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

 

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

 

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

extent and severity of the recent COVID-19 pandemic, including its impact on our business and operations, including the impact on lost fee revenue and operating expenses, as well as its effects on our customers and issuers of securities, including their ability to make timely payments on obligations, service providers, and on economies and markets more generally;

 

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

 

changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses;

 

our ability to access cost-effective funding;

 

fluctuations in real estate values and both residential and commercial real estate market conditions;

 

demand for loans and deposits in our market area;

 

our ability to continue to implement our business strategies;

 

competition among depository and other financial institutions;

 

inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

 

adverse changes in the securities or credit markets;

 

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

 

our ability to manage market risk, credit risk and operational risk in the current economic conditions;

 

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

30


 

 

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

 

changes in consumer spending, borrowing and savings habits;

 

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, or the Securities and Exchange Commission;

 

our ability to retain key employees;

 

our compensation expense associated with equity allocated or awarded to our employees; and

 

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

Additional factors that may affect our results are discussed in the annual report on Form 10-K for the fiscal year ended June 30, 2020, under the heading “Risk Factors.”

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

Critical Accounting Policies

Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. For additional information regarding critical accounting policies, refer to the section captioned “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the June 30, 2020 Form 10-K. There have been no significant changes in our application of critical accounting policies for the three months ended September 30, 2020.

 

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

 

Total Assets. Total assets were unchanged at $1.79 billion at September 30, 2020.  However, the mix of assets changed due to a decrease of $33.0 million in net loans receivable, partially offset by increases of $26.4 million in cash and cash equivalents and $5.3 million in total investment securities.

Cash and Cash Equivalents. Cash and cash equivalents increased $26.4 million, or 19.4%, to $162.7 million at September 30, 2020 from $136.3 million at June 30, 2020. The increase is primarily due to a $33.0 million decrease in loans receivable and a $3.8 million increase in deposits, partially offset by a $5.3 million increase in total investment securities and a $3.7 million decrease in mortgage escrow funds. The increase in cash and cash equivalents is a result of an increase in deposits and reduced loan originations experienced during the quarter, most likely due to reduced economic activity resulting from the COVID-19 pandemic.

Securities Held to Maturity. Total securities held to maturity increased $11.6 million, or 4.2%, to $287.4 million at September 30, 2020 from $275.8 million at June 30, 2020. This increase was caused primarily by purchases of $21.3 million in corporate and other bonds and $7.8 million in mortgage-backed securities, partially offset by $4.0 million of maturities of U.S. government and agency obligations and $5.6 million of amortization of mortgage-backed securities.

 

Securities Available for Sale. Total securities available for sale decreased $6.3 million, or 16.8%, to $31.1 million at September 30, 2020 from $37.4 million at June 30, 2020. This decrease was primarily due to $4.0 million in maturities of U.S. government and agency obligations, and amortization, net of purchases, of mortgage-backed securities of $2.3 million.

 

Net Loans Receivable. Net loans receivable decreased $33.0 million, or 2.6%, to $1.23 billion at September 30, 2020 from $1.26 billion at June 30, 2020. The decrease was the result of decreases in commercial mortgages of

31


 

$12.9 million, residential mortgages of $10.4 million and commercial loans of $8.7 million, which included a decrease in PPP loans of $13.9 million.

 

Deposits. Total deposits increased $3.8 million, or 0.3%, to $1.38 billion at September 30, 2020 as compared to $1.37 billion at June 30, 2020. This increase primarily reflects increases of $13.2 million in money market accounts and $6.5 million in savings accounts, partially offset by decreases of $8.0 million in demand deposits, $4.3 million in time deposits and $3.6 million in NOW accounts. The Company continued to experience deposit inflows in the current quarter, likely the result of numerous economic trends associated with COVID-19, including reduced consumer and commercial spending, and various forms of government stimulus.

 

Federal Home Loan Bank Advances. FHLB advances decreased $33,000 to $106.1 million at September 30, 2020 as compared to June 30, 2020. This decrease is due to repayments of long-term amortizing advances.

 

Total Shareholder’s Equity. Total shareholders’ equity decreased $34,000 to $273.7 million at September 30, 2020. This decrease was primarily due to the repurchase of $3.4 million of common stock and $630,000 of cash dividends declared and paid, partially offset by net income of $2.7 million and $1.1 million of stock-based compensation and reduction in unearned ESOP shares for plan shares earned during the period. During the quarter-ended September 30, 2020, the Company repurchased 266,900 shares of common stock at an average price of $12.92 per share. At September 30, 2020, the Company’s book value per share was $16.45 compared to $16.20 at June 30, 2020. At September 30, 2020, the Bank was considered “well capitalized” under applicable regulatory guidelines.

 

 

 

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

 

General. Net income decreased $101,000, or 3.6%, to $2.7 million for the three months ended September 30, 2020 compared to $2.8 million for the three months ended September 30, 2019. The decrease was primarily due to decreases of $421,000 in net interest income and $171,000 in noninterest income, partially offset by decreases of $226,000 million in the provision for loan losses, $163,000 in noninterest expenses and $102,000 in income tax expense.

 

Net Interest Income. Net interest income decreased $421,000, or 3.5%, to $11.6 million for the three months ended September 30, 2020 compared to $12.0 million for the three months ended September 30, 2019. The decrease primarily reflects a 34 basis point decrease in net interest margin to 2.69% compared to 3.03% for the same period last year, partially offset by an increase in average interest-earning assets of $138.8 million, or 8.7%. The increase in average interest-earning assets reflects a $112.1 million increase in average other interest earning assets and a $110.6 million increase in average loans receivable, partially offset by a $83.9 million decrease in average investment securities. Despite continued asset growth along with a decrease in funding costs, margin compression has resulted from significant decreases in market interest rates over the past year, stemming from decreases in Fed Funds rates throughout the last year, which has disproportionally reduced asset yields compared to funding costs. The reduction in funding costs has continued in the current quarter, however, the significant increase in cash and cash equivalents, driven by the significant increase in deposits experienced in the prior quarter, has resulted in a less profitable asset mix and continued pressure on net interest margin.

 

Interest and Dividend Income. Interest and dividend income decreased $1.5 million, or 9.3%, to $14.5 million for the three months ended September 30, 2020 compared to $16.0 million for the three months ended September 30, 2019. The decrease primarily reflects a 68 basis point decrease in the yield on total interest-earning assets, partially offset by a $138.8 million increase in total average interest-earning assets.

 

Interest income on loans receivable decreased $489,000, or 3.8%, primarily due to a 56 basis point decrease in the average yield on loans to 4.00% for the three months ended September 30, 2020 from 4.56% for the same period last year, partially offset by a $110.6 million increase in the average balance of loans receivable to $1.25 billion for the three months ended September 30, 2020 from $1.14 billion for the same period last year. Decreases in market interest rates driven most significantly by the Fed Funds rate cuts throughout the last year, as well as the origination of lower yielding PPP loans, has resulted in a decreased yield on loans.

 

Interest income on investment securities decreased $836,000, or 31.1%, primarily due to a 35 basis point decrease in the average yield on investment securities to 2.35% for the three months ended September 30, 2020 from 2.70% for

32


 

the same period last year and a $83.9 million decrease in the average balance of investment securities to $315.3 million for the three months ended September 30, 2020 from $399.2 million for the same period last year and. The decrease in yield is a result of lower market rates, as well as prepayment income earned in the prior year quarter. The decrease in the average balance of investment securities is the result of the Company utilizing securities portfolio runoff to fund loan growth.

 

Interest income on other interest-earning assets, primarily consisting of cash balances at correspondent banks including the Federal Reserve, decreased $173,000, or 58.1%, primarily due to a 227 basis point decrease in the average yield on other interest-earning assets to 0.31% for the three months ended September 30, 2020, from 2.58% for the same period last year, partially offset by a $112.1 million increase in the average balance of other interest-earning assets to $158.0 million for the three months ended September 30, 2020 compared to $45.9 million for the three months ended September 30, 2019. The decrease in the yield on other interest-earning assets was primarily due to a decrease in market interest rates, specifically Fed Funds.

 

Interest Expense. Interest expense decreased $1.0 million, or 26.7%, to $3.0 million for the three months ended September 30, 2020 compared to $4.0 million for the three months ended September 30, 2019. The decrease primarily reflects a 43 basis point decrease in the average cost of interest-bearing liabilities to 0.89% for the three months ended September 30, 2020 from 1.32% for the same period last year, partially offset by a $95.9 million increase in the average balance of interest-bearing liabilities to $1.31 billion for the three months ended September 30, 2020 from $1.21 billion for the same period last year.

 

Interest expense on interest-bearing deposits decreased $869,000, or 26.3%, primarily due to a 40 basis point decrease in the average cost of interest-bearing deposits to 0.80% for the three months ended September 30, 2020 from 1.20% for the same period last year, partially offset by a $111.7 million increase in the average balance to $1.20 billion for the three months ended September 30, 2020 from a $1.09 billion for the three months ended September 30, 2019. The decrease in the average rate paid on interest-bearing deposits was primarily caused by a decrease in market interest rates, primarily decrease in the Fed Funds rate. At September 30, 2020, the weighted average cost of interest-bearing deposits was 0.66%.

 

Interest expense on FHLB advances decreased $208,000, or 28.6%, primarily due to a 43 basis point decrease in the average cost to 1.94% for the three months ended September 30, 2020 from 2.37% for the same period last year, and due to a $15.8 million decrease in the average balance to $106.1 million for the three months ended September 30, 2020 from a $121.9 million for the three months ended September 30, 2019. The decrease in the cost of FHLB funds is primarily due to a decrease in the Fed Funds interest rate.

 

Over the remainder of the current fiscal year, the Company has $77.5 million of wholesale funding maturing, including FHLB advances and brokered time deposits, with a weighted average cost of 2.29%.

 

Provision for Loan Losses. The provision for loan losses was $109,000 for the three months ended September 30, 2020, compared to $335,000 for the three months ended September 30, 2019. The decrease is primarily due to a decrease in loan portfolio growth. Loans classified as substandard or doubtful totaled $7.3 million, a decrease of $3.9 million, or 35.0%, from September 30, 2019. Non-performing loans as a percent of total loans receivable was 0.17% as of September 30, 2020, a decrease from 0.29% as of September 30, 2019. Charge-offs, net of recoveries, were $76,000 and $6,000 for the three months ended September 30, 2020 and 2019, respectively.

 

Noninterest Income. Noninterest income decreased $171,000, or 22.4%, to $594,000 for the three months ended September 30, 2020 compared to $765,000 for the three months ended September 30, 2019. The decrease was caused primarily due to decreases of $80,000 in fees and service charges, $41,000 in swap income and $47,000 in gains on the sale of foreclosed real estate. The reduction in fees and service charge income compared to the prior year quarter was due to the combined effects of reduced customer transaction activity since the start of the COVID-19 pandemic and our waiver of certain overdraft fees, ATM usage fees, wire and CD early withdrawal fees in response to COVID-19, as required by emergency regulations promulgated by the New York State Department of Financial Services. The Company began waiving such fees in accordance with these regulations on or about March 20, 2020 and reinstituted these fees on July 15, 2020, however, we expect to continue to be subject to some level of reduced customer activity and waivers based on customer-specific circumstances.

 

Noninterest Expense. Noninterest expense decreased $163,000, or 1.9%, to $8.6 million for the three months ended September 30, 2020 compared to $8.8 million for the three months ended September 30, 2019. The

33


 

decrease compared to the prior year quarter was caused primarily by decreases of $256,000 in retirement costs and $65,000 in all other expenses, partially offset by increases in FDIC insurance premiums of $113,000 and communications and data processing fees of $45,000. The Bank applied small bank assessment credits of $98,000 which fully offset its FDIC assessment for the prior year quarter. All available credits were applied as of June 30, 2020.

 

Income Tax Expense. Income tax expense decreased $102,000, or 12.6%, for the three months ended September 30, 2020 in comparison to the three months ended September 30, 2019. The decrease was caused by lower pre-tax income, as well as a lower effective tax rate. The effective income tax rate was 20.7% for the three months ended September 30, 2020 as compared to 22.3% for the three months ended September 30, 2019. The Company expects an effective tax rate of approximately 22.0% for the year ending June 30, 2021.

 

 

 


34


 

Average Balance Sheet and Interest Rates.

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

 

 

 

Three Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

 

Average

Balance

 

 

Interest/

Dividends

 

 

Average

Rate

 

 

Average

Balance

 

 

Interest/

Dividends

 

 

Average

Rate

 

 

 

(dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable

 

$

1,252,595

 

 

$

12,547

 

 

 

4.00

%

 

$

1,142,025

 

 

$

13,036

 

 

 

4.56

%

Investment securities

 

 

315,292

 

 

 

1,856

 

 

 

2.35

 

 

 

399,190

 

 

 

2,692

 

 

 

2.70

 

Other interest-earning assets

 

 

158,038

 

 

 

125

 

 

 

0.31

 

 

 

45,914

 

 

 

298

 

 

 

2.58

 

Total interest-earning assets

 

 

1,725,925

 

 

 

14,528

 

 

 

3.36

 

 

 

1,587,129

 

 

 

16,026

 

 

 

4.04

 

Non-interest-earning assets

 

 

71,926

 

 

 

 

 

 

 

 

 

 

 

70,266

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,797,851

 

 

 

 

 

 

 

 

 

 

$

1,657,395

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

149,466

 

 

 

89

 

 

 

0.24

 

 

$

119,852

 

 

 

57

 

 

 

0.19

 

Money market accounts

 

 

250,297

 

 

 

238

 

 

 

0.38

 

 

 

149,880

 

 

 

463

 

 

 

1.23

 

Savings accounts and escrow

 

 

360,091

 

 

 

202

 

 

 

0.22

 

 

 

362,569

 

 

 

232

 

 

 

0.25

 

Time deposits

 

 

443,487

 

 

 

1,903

 

 

 

1.70

 

 

 

459,348

 

 

 

2,549

 

 

 

2.20

 

Total interest-bearing deposits

 

 

1,203,341

 

 

 

2,432

 

 

 

0.80

 

 

 

1,091,649

 

 

 

3,301

 

 

 

1.20

 

FHLB advances

 

 

106,067

 

 

 

519

 

 

 

1.94

 

 

 

121,855

 

 

 

727

 

 

 

2.37

 

Total interest-bearing liabilities

 

 

1,309,408

 

 

 

2,951

 

 

 

0.89

 

 

 

1,213,504

 

 

 

4,028

 

 

 

1.32

 

Non-interest-bearing deposits

 

 

184,085

 

 

 

 

 

 

 

 

 

 

 

140,627

 

 

 

 

 

 

 

 

 

Other non-interest-bearing liabilities

 

 

28,958

 

 

 

 

 

 

 

 

 

 

 

21,210

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,522,451

 

 

 

 

 

 

 

 

 

 

 

1,375,341

 

 

 

 

 

 

 

 

 

Total equity

 

 

275,400

 

 

 

 

 

 

 

 

 

 

 

282,054

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

1,797,851

 

 

 

 

 

 

 

 

 

 

$

1,657,395

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

11,577

 

 

 

 

 

 

 

 

 

 

$

11,998

 

 

 

 

 

Interest rate spread (1)

 

 

 

 

 

 

 

 

 

 

2.47

 

 

 

 

 

 

 

 

 

 

 

2.72

 

Net interest margin (2)

 

 

 

 

 

 

 

 

 

 

2.69

 

 

 

 

 

 

 

 

 

 

 

3.03

 

Average interest-earning assets to interest-bearing liabilities

 

 

131.81

%

 

 

 

 

 

 

 

 

 

 

130.79

%

 

 

 

 

 

 

 

 

 

(1)

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

(2)

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

 

 

 

 

 

 

35


 

Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

 

 

 

Three Months Ended September 30,

 

 

 

2020 versus 2019

 

 

 

Rate

 

 

Volume

 

 

Net

 

 

 

(in thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable

 

$

(1,568

)

 

$

1,079

 

 

$

(489

)

Investment securities

 

 

(525

)

 

 

(311

)

 

 

(836

)

Other interest-earning assets

 

 

(427

)

 

 

254

 

 

 

(173

)

Total interest-earning assets

 

 

(2,520

)

 

 

1,022

 

 

 

(1,498

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

 

16

 

 

 

16

 

 

 

32

 

Money market accounts

 

 

(430

)

 

 

205

 

 

 

(225

)

Savings and escrow accounts

 

 

(21

)

 

 

(9

)

 

 

(30

)

Time deposits

 

 

(561

)

 

 

(85

)

 

 

(646

)

FHLB advances

 

 

(120

)

 

 

(88

)

 

 

(208

)

Total interest-bearing liabilities

 

 

(1,116

)

 

 

39

 

 

 

(1,077

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in net interest income

 

$

(1,404

)

 

$

983

 

 

$

(421

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, we have established a management-level Asset/Liability Management Committee, which takes initial responsibility for developing an asset/liability management process and related procedures, establishing and monitoring reporting systems and developing asset/liability strategies. On at least a quarterly basis, the Asset/Liability Management Committee reviews asset/liability management with the Investment Asset/Liability Committee of the Board of Directors. This Committee also reviews any changes in strategies as well as the performance of any specific asset/liability management actions that have been implemented previously. On a quarterly basis, an outside consulting firm provides us with detailed information and analysis as to asset/liability management, including our interest rate risk profile. Ultimate responsibility for effective asset/liability management rests with our Board of Directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk: originating loans with adjustable interest rates; utilizing interest rate swaps, promoting core deposit products; and adjusting the interest rates and maturities of funding sources, as necessary. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.  

Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (“NPV”) model. NPV 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. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of equity ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase 100 and 200

36


 

basis points from current market rates and that interest rates decrease 50 and 100 basis points from current market rates.

The following table presents the estimated changes in our NPV that would result from changes in market interest rates at September 30, 2020 and June 30, 2020. All estimated changes presented in the table are within the policy limits approved by our Board of Directors.

 

 

 

NPV

 

 

NPV as Percent of Portfolio

Value of Assets

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

Basis Point Change in Interest Rates

 

Dollar

Amount

 

 

Dollar

Change

 

 

Percent

Change

 

 

NPV

Ratio

 

 

Change

(in bps)

 

September 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200

 

$

272,110

 

 

$

(20,318

)

 

 

(6.9

)

%

 

15.74

%

 

 

(43

)

100

 

 

289,991

 

 

 

(2,437

)

 

 

(0.8

)

 

 

16.37

 

 

 

20

 

-

 

 

292,428

 

 

-

 

 

 

-

 

 

 

16.17

 

 

 

-

 

(50)

 

 

299,184

 

 

 

6,756

 

 

 

2.3

 

 

 

16.38

 

 

 

21

 

(100)

 

 

298,595

 

 

 

6,167

 

 

 

2.1

 

 

 

16.32

 

 

 

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200

 

$

285,720

 

 

$

(20,631

)

 

 

(6.7

)

%

 

16.42

%

 

 

(40

)

100

 

 

304,004

 

 

 

(2,347

)

 

 

0.8

 

 

 

17.03

 

 

 

21

 

-

 

 

306,351

 

 

 

-

 

 

 

-

 

 

 

16.82

 

 

 

-

 

(50)

 

 

312,596

 

 

 

6,245

 

 

 

2.0

 

 

 

16.99

 

 

 

17

 

(100)

 

 

323,494

 

 

 

17,143

 

 

 

5.6

 

 

 

17.44

 

 

 

62

 

 

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements.  Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The above table assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our NPV and will differ from actual results.

Liquidity and Capital Resources

Liquidity.  Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

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

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2020, cash and cash equivalents totaled $162.7 million, an increase from $136.3 million as of June 30, 2020. Securities classified as available for sale that are not pledged to support borrowings, which provide an additional source of liquidity, totaled $12.9 million at September 30, 2020, a decrease from $13.9 million as of June 30, 2020.

We had the ability to borrow up to $209.3 million and $218.4 million from the FHLB of New York, at September 30, 2020 and June 30, 2020, respectively, of which $106.1 million was outstanding as of both September 30, 2020 and June 30, 2020. Additionally, as of September 30, 2020, we had an available line of credit with the Federal Reserve Bank of New York’s discount window program of $103.0 million, as well as $25.0 million of fed funds lines of credit, neither of which had outstanding balances as of September 30, 2020.

37


 

We have no material commitments or demands that are likely to affect our liquidity other than as set forth below. If loan demand was to increase faster than expected, or any unforeseen demand or commitment was to occur, we could access our borrowing capacity with the FHLB of New York or Federal Reserve Bank of New York.

We had $54.1 million of loan commitments outstanding as of September 30, 2020 and $147.7 million of approved, but unadvanced, funds to borrowers. We also had $1.6 million in outstanding letters of credit at September 30, 2020.  

Time deposits due within one year of September 30, 2020 totaled $276.6 million, an increase of $6.1 million from $270.5 million as of June 30, 2020. If these deposits do not remain with us, we will be required to seek other sources of funds, including other time deposits and FHLB of New York advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the time deposits at September 30, 2020. We believe, however, based on past experience that a significant portion of our time deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

The Holding Company is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to its shareholders, to repurchase shares of its common stock and for other corporate purposes. The Holding Company’s primary source of liquidity is dividend payments it may receive from the Bank. The Bank’s ability to pay dividends to the Holding Company is governed by applicable law and regulations. At September 30, 2020, the Holding Company (on an unconsolidated, stand-alone basis) had liquid assets of $37.9 million.

Capital Resources. The Bank is subject to various regulatory capital requirements administered by the NYSDFS and the FDIC. At September 30, 2020, the Bank exceeded all applicable regulatory capital requirements, and the Bank was considered “well capitalized” under applicable regulatory guidelines. See Note 8 to the accompanying unaudited consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item is included in Part I, Item 2 of this report under "Management of Market Risk."

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2020. 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 September 30, 2020, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

38


 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. At September 30, 2020, the Company was not involved in any legal proceedings the outcome of which it believes would be material to its consolidated financial condition or results of operations.

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, filed with the Securities and Exchange Commission. As of September 30, 2020, the risk factors of the Company have not changed materially from those disclosed in the Annual Report on Form 10-K for the year ended June 30, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities

 

(a)

Not applicable

 

 

(b)

Not applicable

 

 

(c)

On August 20, 2020, a third repurchase program was authorized by the Board of Directors to repurchase up to 844,907 shares, or 5.0% of the Company’s common stock. Subsequent to September 30, 2020, and through November 4, 2020, the Company repurchased 216,500 shares of common stock at an average cost of $13.18 per share.

 

The following table presents information regarding stock repurchases by the Company during the quarter ended September 30, 2020.

 

 

 

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

 

July 1, 2020 through July 31, 2020

 

 

-

 

 

$

-

 

 

 

-

 

 

 

844,907

 

August 1, 2020 through August 31, 2020

 

 

60,000

 

 

 

13.01

 

 

 

60,000

 

 

 

784,907

 

September 1, 2020 through September 30, 2020

 

 

206,900

 

 

 

12.90

 

 

 

206,900

 

 

 

578,007

 

Total

 

 

266,900

 

 

$

12.92

 

 

 

266,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

39


 

Item 6. Exhibits

 

Exhibit

Number

 

Description

 

 

 

   3.1

 

Articles of Incorporation of PCSB Financial Corporation (1)

 

 

 

   3.2

 

Bylaws of PCSB Financial Corporation (2)

 

 

 

  31.1

 

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

 

 

 

  31.2

 

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

 

 

 

   32

 

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

 

 

 

  101

 

The following materials for the quarter ended September 30, 2020, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

 

 

 

  104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101.

 

(1)

Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-215052).

(2)

Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-215052).

 

40


 

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.

 

 

 

PCSB FINANCIAL CORPORATION

 

 

 

Date:  November 6, 2020

 

/s/ Joseph D. Roberto

 

 

Joseph D. Roberto

 

 

Chairman, President and Chief Executive Officer

 

 

 

Date:  November 6, 2020

 

/s/ Jeffrey M. Helf

 

 

Jeffrey M. Helf

 

 

Senior Vice President and Chief Financial Officer

 

 

41