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EX-32.0 - EXHIBIT 32.0 - PRUDENTIAL BANCORP, INC.tm205252d1_ex32-0.htm
EX-31.2 - EXHIBIT 31.2 - PRUDENTIAL BANCORP, INC.tm205252d1_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - PRUDENTIAL BANCORP, INC.tm205252d1_ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  20549

 

FORM 10-Q

 

(Mark One)

 

x

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

  For the quarterly period ended December 31, 2019
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: 000-55084

 

Prudential Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)  

 

Pennsylvania   46-2935427
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     

1834 West Oregon Avenue

Philadelphia, Pennsylvania

  19145
(Address of Principal Executive Offices)  

(Zip Code)

     
(215) 755-1500
(Registrant’s Telephone Number, Including Area Code)

 

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 PBIP Nasdaq Stock Market

 

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 x  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 and post such files).

x Yes  ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition 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 x
Non-accelerated filer ¨ Smaller reporting company x
  Emerging growth company ¨

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date: as of January 31, 2020, 10,819,006 shares were issued and 8,895,474 were outstanding.

 

 

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

      PAGE
       
PART I   FINANCIAL INFORMATION:  
       
  Item 1. Consolidated Financial Statements 1
       
    Unaudited Consolidated Statements of Financial Condition December 31, 2019 and September 30, 2019 2
       
    Unaudited Consolidated Statements of Operations for the Three Months Ended December 31, 2019 and 2018 3
       
    Unaudited Consolidated Statements of Comprehensive Income for for the Three Months Ended December 31, 2019 and 2018 4
       
    Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2019 and 2018 5
       
    Unaudited Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2019 and 2018 6
       
    Notes to Unaudited Consolidated Financial Statements 7
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 49
       
  Item 4. Controls and Procedures 49
       
PART II   OTHER INFORMATION  
       
  Item 1. Legal Proceedings 50
       
  Item 1A. Risk Factors 51
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51
       
  Item 3. Defaults Upon Senior Securities 51
       
  Item 4. Mine Safety Disclosures 51
       
  Item 5. Other Information 51
       
  Item 6. Exhibits 52
       
  SIGNATURES 52

 

1

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES      
       
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION      

 

   December 31,   September 30, 
   2019   2019 
   (Dollars in Thousands, Except Per Share Data) 
ASSETS          
           
Cash and amounts due from depository institutions  $2,142   $2,395 
Interest-bearing deposits   26,665    45,573 
           
Total cash and cash equivalents   28,807    47,968 
           
Certificates of deposit   2,351    2,351 
Investment and mortgage-backed securities available for sale at fair value   530,918    512,822 
Investment and mortgage-backed securities held to maturity (fair value— December 31, 2019, $70,710; September 30, 2019, $69,507)   70,219    68,635 
Equity securities   77    95 
Loans receivable—net of allowance for loan losses (December 31, 2019, $5,528; September 30, 2019, $5,393)   588,847    585,456 
Accrued interest receivable   4,603    4,549 
Real estate owned   491    348 
Restricted stock—at cost   17,579    16,406 
Office properties and equipment—net   7,175    7,206 
Bank owned life insurance   32,010    31,841 
Deferred tax assets-net   2,189    2,358 
Goodwill   6,102    6,102 
Core deposit intangible   418    448 
Prepaid expenses and other assets   3,615    2,849 
TOTAL ASSETS  $1,295,401   $1,289,434 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
LIABILITIES:          
Deposits:          
Noninterest-bearing  $20,637   $16,949 
Interest-bearing   700,298    728,495 
Total deposits   720,935    745,444 
Advances from Federal Home Loan Bank (short-term)   130,000    90,000 
Advances from Federal Home Loan Bank (long-term)   278,156    286,904 
Accrued interest payable   2,038    4,328 
Advances from borrowers for taxes and insurance   3,309    2,332 
Accounts payable and accrued expenses   18,664    20,815 
           
Total liabilities   1,153,102    1,149,823 
           
STOCKHOLDERS' EQUITY:          
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued   -    - 
Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 8,889,447 outstanding at December 31, 2019; 10,819,006 issued and 8,889,447 outstanding at September 30, 2019   108    108 
Additional paid-in capital   118,673    118,384 
Treasury stock, at cost: 1,929,559 shares at December 31, 2019 and  September 30, 2019   (29,698)   (29,698)
Retained earnings   51,391    49,625 
Accumulated other comprehensive income   1,825    1,192 
           
Total stockholders' equity   142,299    139,611 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $1,295,401   $1,289,434 

 

See notes to unaudited consolidated financial statements.

 

2

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Three Months Ended
December 31,
 
   2019   2018 
   (Dollars in Thousands, Except Per Share Data) 
INTEREST INCOME:          
Interest on loans, including fees  $6,830   $6,462 
Interest on mortgage-backed securities   2,793    1,755 
Interest and dividends on investments   1,802    1,532 
Interest on interest-bearing assets   402    252 
           
Total interest income   11,827    10,001 
           
INTEREST EXPENSE:          
Interest on deposits   3,125    3,040 
Interest on advances from FHLB (short-term)   456    67 
Interest on advances from FHLB (long-term)   1,903    879 
           
Total interest expense   5,484    3,986 
           
NET INTEREST INCOME   6,343    6,015 
           
PROVISION FOR LOAN LOSSES   125    - 
           
NET INTEREST INCOME AFTER PROVISION          
FOR LOAN LOSSES   6,218    6,015 
           
NON-INTEREST INCOME:          
Fees and other service charges   165    178 
Gain on sale of securities available for sale   318    - 
Loss on equity securities   (18)   - 
Gain on sale of loans, net   26    - 
Swap income   33    3 
Income from bank owned life insurance   169    154 
Other   139    45 
           
Total non-interest income   832    380 
           
NON-INTEREST EXPENSE:          
Salaries and employee benefits   2,298    2,174 
Data processing   192    183 
Professional services   404    401 
Office occupancy   204    238 
Depreciation   155    155 
Director compensation   59    65 
Advertising   39    81 
Core deposit amortization   30    33 
Other   640    662 
Total non-interest expense   4,021    3,992 
           
INCOME BEFORE INCOME TAXES   3,029    2,403 
           
INCOME TAXES:          
Current expense   566    559 
Deferred tax benefit   -    (130)
           
Total income tax expense   566    429 
           
NET INCOME  $2,463   $1,974 
           
BASIC EARNINGS PER SHARE  $0.28   $0.22 
           
DILUTED EARNINGS PER SHARE  $0.28   $0.22 
           
DIVIDENDS PER SHARE  $0.07   $0.05 

 

See notes to unaudited consolidated financial statements.

  

3

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

         
   Three months ended December 31, 
   2019   2018 
         
   (Dollars in Thousands) 
Net income  $2,463   $1,974 
           
Unrealized holding (losses) gains on available-for-sale securities   (1,173)   3,424 
Tax effect   246    (719)
Unrealized holding gains (losses) on interest rate swaps   2,292    (739)
Tax effect   (481)   155 
Reclassification adjustment for net gains recorded in net income   (318)   - 
Tax effect   67    - 
Total other comprehensive income   633    2,121 
           
Comprehensive income  $3,096   $4,095 

 

See notes to unaudited consolidated financial statements.

 

4

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

                   Accumulated     
       Additional           Other   Total 
   Common   Paid-In   Treasury   Retained   Comprehensive   Stockholders' 
   Stock   Capital   Stock   Earnings   Income   Equity 
   (Dollars in Thousands, Except Per Share Data) 
BALANCE, October 1, 2019  $108   $118,384   $(29,698)  $49,625   $1,192   $139,611 
                               
Net income                  2,463         2,463 
                               
Other comprehensive income                       633    633 
                               
Dividends paid ($0.07 per share)                  (622)        (622)
                               
Stock option expense        153                   153 
                               
Restricted share award expense        136                   136 
                               
Reclassification for adoption of ASC Topic 842                  (75)        (75)
                               
                               
BALANCE, December 31, 2019  $108   $118,673   $(29,698)  $51,391   $1,825   $142,299 

  

                   Accumulated     
       Additional           Other   Total 
   Common   Paid-In   Treasury   Retained   Comprehensive   Stockholders' 
   Stock   Capital   Stock   Earnings   (Loss) Income   Equity 
   (Dollars in Thousands, Except Per Share Data) 
BALANCE, October 1, 2018  $108   $118,345   $(27,744)  $45,854   $(8,154)  $128,409 
                               
Net income                  1,974         1,974 
                               
Other comprehensive income                       2,121    2,121 
                               
Dividends paid ($0.05 per share)                  (447)        (447)
                               
Purchase of treasury stock (96,165 shares)             (1,687)             (1,687)
                               
Treasury stock used for employee benefit plans(1,773 shares)        (32)   32              - 
                               
Stock option expense        151                   151 
                               
Restricted share award expense        157                   157 
                               
                               
BALANCE, December 31, 2018  $108   $118,621   $(29,399)  $47,381   $(6,033)  $130,678 

 

See notes to unaudited consolidated financial statements.

 

5

 

  

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Three Months Ended  December 31, 
   2019   2018 
OPERATING ACTIVITIES:  (Dollars in Thousands) 
Net income  $2,463   $1,974 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation   155    155 
Net accretion of premiums/discounts   (721)   (435)
Provision for loan losses   125    - 
Gain on sale of investment and mortgage-backed securities   (318)   - 
Net amortization of deferred loan fees and costs   (92)   (7)
Loss on equity securities   18    - 
Writedown of real estate owned   40    - 
Gain on sale of loans   (26)   - 
Proceeds from the sale of loans held for sale   4,937    - 
Origination of loans held for sale   (4,911)   - 
Share-based compensation expense for stock options and awards   289    308 
Income from bank owned life insurance   (169)   (154)
Deferred income tax benefit   -    (130)
Changes in assets and liabilities which used cash:          
Accrued interest receivable   (54)   (315)
Accrued interest payable   (2,290)   (1,675)
Net other   (43)   285 
Net cash (used in) provided by operating activities   (597)   6 
INVESTING ACTIVITIES:          
Purchase of investment and mortgage-backed securities available for sale   (60,376)   (86,650)
Purchase of investment and mortgage-backed securities held for maturity   (2,500)   - 
Loans originated or acquired   (32,974)   (30,865)
Principal collected on loans   29,463    45,430 
Proceeds from the sale of investment and mortgage-backed securities   17,774    - 
Principal payments received on investment and mortgage-backed securities:          
Held-to-maturity   902    2,230 
Available-for-sale   23,346    3,978 
Purchase of FHLB stock   (2,468)   (3,270)
Proceeds from redemption of FHLB stock   1,295    774 
Purchases of equipment   (124)   (26)
Net cash used in investing activities   (25,662)   (68,399)
FINANCING ACTIVITIES:          
Net increase (decrease) in demand deposits, NOW accounts,          
and savings accounts   24,371    (3,125)
Net decrease in certificates of deposit   (48,880)   (28,716)
Net proceeds from FHLB advances (short-term)   40,000    58,500 
Proceeds from FHLB advances (long-term)   -    23,500 
Repayment of FHLB advances (long-term)   (8,748)   (19,232)
Increase in advances from borrowers for taxes and insurance   977    1,327 
Cash dividends paid   (622)   (447)
Purchase of treasury stock   -    (1,687)
Net cash provided by financing activities   7,098    30,120 
           
NET DECREASE IN CASH AND CASH EQUIVALENTS   (19,161)   (38,273)
           
CASH AND CASH EQUIVALENTS—Beginning of period   47,968    48,171 
           
CASH AND CASH EQUIVALENTS—End of period  $28,807   $9,898 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
Interest paid on deposits and advances from FHLB  $7,774   $5,661 
           
Income taxes paid  $-    $-  
           
SUPPLEMENTAL DISCLOSURE OF NONCASH ITEMS:          
Real estate acquired in settlement of loans  $183    $-   
Lease adoption:          
Right of use lease asset  $1,415   $- 
Lease liability  $1,536   $- 

 

See notes to unaudited consolidated financial statements.

 

6

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1.SIGNIFICANT ACCOUNTING POLICIES

 

Prudential Bancorp, Inc. (the “Company”) is a Pennsylvania corporation and the parent holding company for Prudential Bank (the “Bank”). The Company is a registered bank holding company.

 

The Bank is a community-oriented, Pennsylvania-chartered savings bank headquartered in South Philadelphia. The banking office network currently consists of the headquarters and main office (which includes a branch office), an administrative office, and nine additional full-service branch offices. Eight of the branch offices are located in Philadelphia (Philadelphia County), one is in Drexel Hill, Delaware County, and one is in Huntingdon Valley, Montgomery County (both Pennsylvania counties). The Bank maintains ATMs at all 10 of the banking offices. The Bank also provides on-line and mobile banking services.

 

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities (the “Department”), as its chartering authority and primary regulator, and by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits up to applicable limits. As a bank holding company, the Company is subject to the regulation of the Board of Governors of the Federal Reserve System.

 

Basis of presentation – The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”) for interim information and therefore do not include all the information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial statements have been included. The results for the three months ended December 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2020, or any other period. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The significant accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented on pages 81 through 85 of the Form 10-K for the year ended September 30, 2019.

 

Use of Estimates in the Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The most significant estimates and assumptions in the Company’s consolidated financial statements are recorded in the allowance for loan losses, deferred income taxes, other-than-temporary impairment, and the fair value measurement for financial instruments. Actual results could differ from those estimates.

 

Recently Adopted Accounting Pronouncements

 

Effective October 1, 2019, the Company adopted ASU 2016-02 – Leases. This Update and all subsequent ASU’s that modified Topic 842 set forth a new lease accounting model for lessors and lessees. For lessees, virtually all leases will have to be recognized on the balance sheet by recording a right-of-use asset and lease liability. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The accounting provided by a lessor is largely unchanged from that applied under the existing guidance. The ASU requires additional qualitative and quantitative disclosures with objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The Update and its related amendments resulted in the recognition of operating right-of-use assets totaling $1.5 million and operating lease liabilities totaling $1.6 million. A $75,000 prior period adjustment to retained earnings was recognized as of October 1, 2019. The Company has presented the necessary disclosures in Note 15.

 

7

 

 

Recent Accounting Pronouncements Not Yet Adopted

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

 

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10-3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13.

 

8

 

 

In November 2019, the FASB issued ASU 2019-08, Compensation Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify sharebased payments to a customer, in accordance with the guidance in ASC 718, Compensation Stock Compensation. The amendments in that Update expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and, in doing so, superseded guidance in Subtopic 505-50, Equity Equity-Based Payments to Non-Employees. The amount that would be recorded as a reduction in revenue would be measured based on the grant date fair value of the sharebased payment, in accordance with Topic 718. The grant date is the date at which a supplier and customer reach a mutual understanding of the award’s key terms and conditions. The award’s classification and subsequent measurement would be subject to ASC 718 unless the award is modified or the grantee is no longer a customer. For entities that have not yet adopted the amendments in Update 2018-07, the amendments in this Update are effective for (1) public business entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and (2) other than public business entities in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. For entities that have adopted the amendments in Update 2018-07, the amendments in this Update are effective in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity may early adopt the amendments in this Update, but not before it adopts the amendments in Update 2018-07. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

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

 

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

 

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

 

9

 

 

2.EARNINGS PER SHARE

 

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents, based upon the treasury stock method using an average market price for the period.

 

The calculated basic and diluted earnings per share are as follows:

 

   Three Months Ended December 31, 
   2019   2018 
   Basic   Diluted   Basic   Diluted 
   (Dollars in Thousands, Except Per Share Data) 
Net income  $2,463   $2,463   $1,974   $1,974 
                     
Weighted average shares outstanding   8,755,165    8,755,165    8,804,096    8,804,096 
Effect of common stock equivalents   -    170,827    -    189,276 
Adjusted weighted average shares used in earnings per share computation   8,755,165    8,925,992    8,804,096    8,993,372 
Earnings per share - basic and diluted  $0.28   $0.28   $0.22   $0.22 

 

As of December 31, 2019 and 2018, there were 550,832 and 666,526 shares of common stock, respectively, subject to options with exercise prices that were less than the then current market and which were included in the computation of diluted earnings per share. At December 31, 2019 and 2018, there were 242,202 and 198,084 shares that had exercise prices greater than the current market value and were considered anti-dilutive at such dates.

 

3.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table presents the changes in accumulated other comprehensive (loss)income by component net of tax:

 

   Three Months Ended December 31,   Three Months Ended December 31, 
   2019   2018 
   Unrealized
gain(loss)
on AFS
securities (a)
   Unrealized
gain(loss)
on interest rate
swaps (a)
   Total
accumulated
other
comprehensive
income (loss)
   Unrealized
gain(loss)
on AFS
securities (a)
   Unrealized
gain(loss)
on interest rate
swaps (a)
   Total
accumulated
other
comprehensive
income (loss)
 
Beginning balance, October 1  $8,098   $(6,906)  $1,192   $(8,320)  $166   $(8,154)
Other comprehensive (loss)income before reclassification   (927)   1,810    883    2,705    (584)   2,121 
Total   7,171    (5,096)   2,075    (5,615)   (418)   (6,033)
Reclassification for net gains recorded in net income   (251)                    -    (251)                -                  -               - 
Ending balance, December 31  $6,920   $(5,096)  $1,824   $(5,615)  $(418)  $(6,033)

 

(a) All amounts are net of tax.  Amounts in parentheses indicate losses.

 

10

 

 

4.INVESTMENT AND MORTGAGE-BACKED SECURITIES

 

The amortized cost and fair value of investment and mortgage-backed securities, with gross unrealized gains and losses, are as follows:

 

   December 31, 2019 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
   (Dollars in Thousands) 
Securities Available for Sale:                                                                                
U.S. government and agency obligations  $20,836   $1   $(132)  $20,705 
State and political subdivisions   75,965    463    (283)   76,145 
Mortgage-backed securities - U.S. government agencies   357,032    6,783    (538)   363,277 
Corporate bonds   68,325    2,472    (6)   70,791 
Total securities available for sale  $522,158   $9,719   $(959)  $530,918 
                     
Securities Held to Maturity:                    
U.S. government and agency obligations  $45,849   $159   $(512)  $45,496 
Mortgage-backed securities - U.S. government agencies   4,507    221    (2)   4,726 
State and political subdivisions   19,863    635    (10)   20,488 
Total securities held to maturity  $70,219   $1,015   $(524)  $70,710 

 

The amortized cost and fair value of equity securities:

 

   December 31, 2019 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
   (Dollars in Thousands) 
Equity securities                                                                                                 
FHLMC preferred stock  $6   $71   $-   $77 
Total equity securities  $6   $71   $-   $77 

 

11

 

 

   September 30, 2019 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
   (Dollars in Thousands) 
Securities Available for Sale:                    
U.S. government and agency obligations  $24,960   $3   $(98)  $24,865 
State and political subdivisions   47,909    484    (747)   47,646 
Mortgage-backed securities - U.S. government agencies   362,342    8,836    (406)   370,772 
Corporate debt securities   67,360    2,217    (38)   69,539 
Total debt securities available for sale  $502,571   $11,540   $(1,289)  $512,822 
                     
Securities Held to Maturity:                    
U.S. government and agency obligations  $43,349   $181   $(188)  $43,342 
State and political subdivisions   20,474    645         21,119 
Mortgage-backed securities - U.S. government agencies   4,812    238    (4)   5,046 
                     
Total securities held to maturity  $68,635   $1,064   $(192)  $69,507 

 

The amortized cost and fair value of equity securities:

 

   September 30, 2019 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   Losses   Value 
   (Dollars in Thousands) 
Equity securities                                                                                                   
FHLMC preferred stock  $6   $89   $-   $95 
Total equity securities  $6   $89   $-   $95 

 

As of December 31, 2019, the Bank maintained $320.8 million of securities in a safekeeping account at the FHLB of Pittsburgh available to be used for collateral and convenience. As of December 31, 2019, The Bank was only required to hold $188.3 million as specific collateral for its borrowings; therefore the $132.5 million excess securities are not restricted and could be sold or transferred if needed.

 

12

 

 

The following table shows the gross unrealized losses and related fair values of the Company’s investment securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position at December 31, 2019:

 

   Less than 12 months   More than 12 months   Total 
   Gross       Gross       Gross     
   Unrealized   Fair   Unrealized   Fair   Unrealized   Fair 
   Losses   Value   Losses   Value   Losses   Value 
   (Dollars in Thousands) 
Securities Available for Sale:                              
U.S. government and agency obligations  $(33)  $9,967   $(99)  $3,738   $(132)  $13,705 
State and political subdivisions   (58)   16,278    (225)   23,724    (283)   40,002 
Mortgage-backed securities - US government agencies   (193)   32,496    (345)   33,505    (538)   66,001 
Corporate bonds   -    -    (6)   1,022    (6)   1,022 
                               
Total securities available for sale  $(284)  $58,741   $(675)  $61,989   $(959)  $120,730 
                               
Securities Held to Maturity:                              
U.S. government and agency obligations  $(512)  $44,337   $-   $-   $(512)  $44,337 
Mortgage-backed securities - US government agencies   (2)   759    -    -    (2)   759 
State and political subdivisions   (10)   2,015    -    -    (10)   2,015 
                               
Total securities held to maturity  $(524)  $47,111   $-   $-   $(524)  $47,111 
                               
Total  $(808)  $105,852   $(675)  $61,989   $(1,483)  $167,841 

 

The following table shows the gross unrealized losses and related fair values of the Company’s investment securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position at September 30, 2019:

 

13

 

 

   Less than 12 months   More than 12 months   Total 
   Gross       Gross       Gross     
   Unrealized   Fair   Unrealized   Fair   Unrealized   Fair 
   Losses   Value   Losses   Value   Losses   Value 
   (Dollars in Thousands) 
Securities Available for Sale:                              
U.S. government and agency obligations  $(3)  $6,997   $(95)  $3,866   $(98)  $10,863 
State and political subdivisions   (4)   890    (743)   23,784    (747)   24,674 
Mortgage-backed securities - US government agencies   (86)   50,057    (320)   37,056    (406)   87,113 
Corporate bonds   (13)   1,989    (25)   3,014    (38)   5,003 
                               
Total securities available for sale  $(106)  $59,933   $(1,183)  $67,720   $(1,289)  $127,653 
                               
Securities Held to Maturity:                              
U.S. government and agency obligations  $(188)  $14,811   $-   $-   $(188)  $14,811 
Mortgage-backed securities - US government agencies   (4)   794    -    -    (4)   794 
State and political subdivisions   -    -    -    -    -    - 
                               
Total securities held to maturity  $(192)  $15,605   $-   $-   $(192)  $15,605 
                               
Total  $(298)  $75,538   $(1,183)  $67,720   $(1,481)  $143,258 

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least once each quarter, and more frequently when economic or market concerns warrant such evaluation. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities.  Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, the length of time and extent to which the fair value of the security has been less than cost, and the near-term prospects of the issuer.

 

The Company assesses whether a credit loss exists with respect to a security by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery has occurred, or (3) it does not expect to recover the entire amortized cost basis of the security. The Company bifurcates the OTTI impact on impaired securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The credit component is determined by comparing the present value of the cash flows expected to be collected, discounted at the rate in effect before recognizing any OTTI, with the amortized cost basis of the debt security.  The Company uses the cash flows expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults, estimates of potential recoveries, the cash flow distribution from the security and other factors, then applies a discount rate equal to the effective yield of the security.  The difference between the present value of the expected cash flows and the amortized book value is considered a credit loss.  The fair value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from open market and other sources as appropriate for the particular security.  The difference between the fair value and the security’s remaining amortized cost is recognized in other comprehensive income (loss).  

 

14

 

 

For both the three months ended December 31, 2019 and 2018, the Company did not record any credit losses on investment securities through earnings.

 

U.S. Government and Agency Obligations - At December 31, 2019, there were 16 securities in a gross unrealized loss position for less than 12 months while there was one security in a gross unrealized loss position for more than 12 months at such date. These securities represent asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States through a government agency and are currently rated AAA by at least one bond credit rating agency. As a result, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2019.

 

Mortgage-Backed Securities – At December 31, 2019, there were 21 mortgage-backed securities in a gross unrealized loss position for less than 12 months, while there were 27 securities in a gross unrealized loss position for more than 12 months at such date. These securities represent asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States through a government agency and all of them are currently rated AAA by at least one bond credit rating agency. As a result, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2019.

 

Corporate Debt Securities – At December 31, 2019, there were no securities in a gross unrealized loss for less than 12 months, while there was one security in a gross unrealized loss position for more than 12 months at such date. These securities were issued by publicly reporting companies with an investment grade rating by at least one bond credit rating agency. As a result, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2019.

 

State and political subdivisions – At December 31, 2019, there were two securities in a gross unrealized loss for less than 12 months, while there were twelve securities in a gross unrealized loss position for more than 12 months at such date. The unrealized losses on these debt securities relate principally to the changes in market interest rates in the financial markets and are not as a result of projected short fall of cash flows. These securities were issued by local municipalities/school districts with an investment grade rating by at least one bond credit rating agency. As a result, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2019.

 

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

 

The maturity table below excludes mortgage-backed securities because the contractual maturities of such securities are not indicative of actual maturities due to significant prepayments.

 

15

 

 

   December 31, 2019 
   Held to Maturity   Available for Sale 
   Amortized   Fair   Amortized   Fair 
   Cost   Value   Cost   Value 
   (Dollars in Thousands) 
Due after one through five years  $1,707   $1,721   $20,571   $21,104 
Due after five through ten years   24,121    24,600    47,754    49,688 
Due after ten years   39,884    39,663    96,801    96,849 
                     
Total  $65,712   $65,984   $165,126   $167,641 

 

During the three month period ended December 31, 2019, the Company sold securities with an aggregate amortized cost of $17.5 million for a recognized aggregate gain of $318,000. During the three month period ended December 31, 2018, the Company did not sell any securities.

 

5.LOANS RECEIVABLE

 

Loans receivable consist of the following:

 

   December 31,   September 30, 
   2019   2019 
   (Dollars in Thousands) 
One-to-four family residential  $262,706   $268,780 
Multi-family residential   24,692    30,582 
Commercial real estate   129,589    128,521 
Construction and land development   251,972    253,368 
Commercial business   19,160    19,630 
Loans to financial institutions   6,000    6,000 
Leases   391    518 
Consumer   854    834 
           
Total loans   695,364    708,233 
           
Undisbursed portion of loans-in-process   (98,555)   (114,528)
Deferred loan fees   (2,434)   (2,856)
Allowance for loan losses   (5,528)   (5,393)
           
Net loans  $588,847   $585,456 

 

16

 

 

The following table summarizes by loan segment the balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at December 31, 2019:

 

   One- to four
- family
residential
   Multi-family
residential
   Commercial
real estate
   Construction
and land
development
   Commercial
business
   Lans to
financial
institutions
   Leases   Consumer   Unallocated   Total 
   (Dollars in Thousands) 
Allowance for Loan Losses:                                                  
Individually evaluated for impairment  $-   $-   $-   $-   $-   $-   $-   $-   $-   $- 
Collectively evaluated for impairment   999    255    1,281    2,205    201    63    4    12    508    5,528 
Total ending allowance balance  $999   $255   $1,281   $2,205   $201   $63   $4   $12   $508   $5,528 
                                                   
Loans:                                                  
Individually evaluated for impairment  $4,028   $-   $1,473   $8,750   $15   $-   $-   $56        $14,322 
Collectively evaluated for impairment   258,678    24,692    128,116    243,222    19,145    6,000    391    798         681,042 
Total loans  $262,706   $24,692   $129,589   $251,972   $19,160   $6,000   $391   $854        $695,364 

 

The following table summarizes by loan segment the balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at September 30, 2019:

 

   One- to four
- family
residential
   Multi-family
residential
   Commercial
real estate
   Construction
and land
development
   Commercial
business
   Loanss to
financial
institutions
   Leases   Consumer   Unallocated   Total 
   (Dollars in Thousands) 
Allowance for Loan Losses:                                                  
Individually evaluated for impairment  $-   $-   $-   $-   $-   $-   $-   $-   $-   $- 
Collectively evaluated for impairment   1,002    315    1,257    2,034    206    63    5    13    498    5,393 
Total ending allowance balance  $1,002   $315   $1,257   $2,034   $206   $63   $5   $13   $498   $5,393 
                                                   
Loans:                                                  
Individually evaluated for impairment  $4,827   $-   $1,965   $8,750   $-   $-   $-   $-        $15,542 
Collectively evaluated for impairment   263,953    30,582    126,556    244,618    19,630    6,000    518    834         692,691 
Total loans  $268,780   $30,582   $128,521   $253,368   $19,630   $6,000   $518   $834        $708,233 

 

The loan portfolio is segmented at a level that allows management to monitor both risk and performance. Management evaluates for potential impairment all construction, multi-family, commercial real estate, commercial business loans, all leases and all loans and leases more than 90 days delinquent as to principal and/or interest. Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect in full the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement.

 

Once the determination is made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is generally measured by comparing the recorded investment in the loan to the fair value of the loan using one of the following three methods: (a) the present value of the expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. Management primarily utilizes the fair value of collateral method as a practically expedient alternative. On collateral method evaluations, any portion of the loan deemed uncollectible is charged-off against the loan loss allowance.

 

17

 

 

The following table presents impaired loans by class as of December 31, 2019, segregated by those for which a specific allowance was required and those for which a specific allowance was not required.

 

           Impaired         
           Loans with         
   Impaired Loans with   No Specific         
   Specific Allowance   Allowance   Total Impaired Loans 
   (Dollars in Thousands) 
                   Unpaid 
   Recorded   Related   Recorded   Recorded   Principal 
   Investment   Allowance   Investment   Investment   Balance 
One-to-four family residential  $             -   $           -   $4,028   $4,028   $4,392 
Commercial real estate   -    -    1,473    1,473    1,632 
Construction and land development   -    -    8,750    8,750    11,131 
Commercial business   -    -    15    15    15 
Consumer   -    -    56    56    56 
Total impaired loans  $-   $-   $14,322   $14,322   $17,226 

 

The following table presents impaired loans by class as of September 30, 2019, segregated by those for which a specific allowance was required and those for which a specific allowance was not required.

 

           Impaired         
           Loans with         
   Impaired Loans with   No Specific         
   Specific Allowance   Allowance   Total Impaired Loans 
   (Dollars in Thousands) 
                   Unpaid 
   Recorded   Related   Recorded   Recorded   Principal 
   Investment   Allowance   Investment   Investment   Balance 
One-to-four family residential  $-   $-   $4,827   $4,827   $5,179 
Commercial real estate             -             -    1,965    1,965    2,125 
Construction and land development   -    -    8,750    8,750    11,131 
Total impaired loans  $-   $-   $15,542   $15,542   $18,435 

 

18

 

 

The following tables present the average recorded investment in impaired loans and related interest income recognized for the periods indicated:

 

   Three Months Ended December 31, 2019 
   Average
Recorded
Investment
   Income
Recognized on
Accrual Basis
   Income
Recognized on
Cash Basis
 
   (Dollars in Thousands) 
One-to-four family residential  $4,593   $3   $9 
Multi-family residential   148                 -                 - 
Commercial real estate   1,769    -    1 
Construction and land development   8,750    -    - 
Commercial business   8    -    1 
Consumer   31    -    - 
Total loans  $15,299   $3   $11 

 

   Three Months Ended December 31, 2018 
   Average
Recorded
Investment
   Income
Recognized on
Accrual Basis
   Income
Recognized on
Cash Basis
 
   (Dollars in Thousands) 
One-to-four family residential  $5,158   $15   $5 
Multi-family residential   296    5                 - 
Commercial real estate   2,064    10    1 
Construction and land development   8,752            -    - 
Consumer   5    -    - 
Total loans  $16,275   $30   $6 

 

Federal regulations and our loan policy require that the Company utilize an internal asset classification system as a means of reporting problem and potential problem assets. The Company has incorporated an internal asset classification system, consistent with Federal banking regulations, as a part of its credit monitoring system. Management currently classifies problem and potential problem assets as “special mention”, “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “special mention.”

 

The following tables present the classes of the loan portfolio in which a formal risk weighting system is utilized summarized by the aggregate “Pass” and the criticized category of “special mention”, and the classified categories of “substandard”, “doubtful” and “loss” within the Company’s risk rating system as applied to the loan portfolio. The Company had no loans classified as “doubtful” or “loss” at either of the dates presented.

 

19

 

  

   December 31, 2019 
       Special       Total 
   Pass   Mention   Substandard   Loans 
   (Dollars in Thousands) 
One-to-four family residential  $257,164   $1,514   $4,028   $262,706 
Multi-family residential   24,692    -    -    24,692 
Commercial real estate   124,425    3,691    1,473    129,589 
Construction and land development   243,222    -    8,750    251,972 
Loans to financial institutions   6,000    -    -    6,000 
Commercial business   19,145    -    15    19,160 
Total loans  $674,648   $5,205   $14,266   $694,119 

 

   September 30, 2019 
       Special       Total 
   Pass   Mention   Substandard   Loans 
   (Dollars in Thousands) 
One-to-four family residential  $262,164   $1,789   $4,827   $268,780 
Multi-family residential   30,582    -    -    30,582 
Commercial real estate   122,838    3,718    1,965    128,521 
Construction and land development   244,618    -    8,750    253,368 
Loans to financial institutions   6,000    -    -    6,000 
Commercial business   19,630    -    -    19,630 
Total loans  $685,832   $5,507   $15,542   $706,881 

 

The Company evaluates the classification of one-to-four family residential and consumer loans primarily on a pooled basis. If the Company becomes aware that adverse or distressed conditions exist that may affect a particular single-family residential loan, the loan is downgraded following the above definitions of special mention, substandard, doubtful and loss.

 

The following tables represent loans in which a formal risk rating system is not utilized, but loans are segregated between performing and non-performing based primarily on delinquency status. Non-performing loans that would be included in the table are those loans greater than 90 days past due as to principal and/or interest that do not have a designated risk rating.

 

20

 

 

   December 31, 2019 
       Non-   Total 
   Performing   Performing   Loans 
   (Dollars in Thousands) 
One-to-four family residential  $259,257   $3,449   $262,706 
Leases   391    -    391 
Consumer   798    56    854 
Total loans  $260,446   $3,505   $263,951 

 

   September 30, 2019 
       Non-   Total 
   Performing   Performing   Loans 
   (Dollars in Thousands) 
One-to-four family residential  $265,068   $3,712   $268,780 
Leases   518    -    518 
Consumer   834    -    834 
Total loans  $266,420   $3,712   $270,132 

 

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is due or overdue, as the case may be. The following table presents the loan categories of the loan portfolio summarized by the aging categories of performing and delinquent loans and nonaccrual loans:

 

   December 31, 2019 
                           90 Days+ 
       30-89 Days   90 Days +   Total   Total   Non-   Past Due 
   Current   Past Due   Past Due   Past Due   Loans   Accrual   and Accruing 
   (Dollars in Thousands)     
One-to-four family residential  $259,186   $1,009   $2,511   $3,520   $262,706   $3,449   $- 
Multi-family residential   24,692    -    -    -    24,692    -    - 
Commercial real estate   128,172    -    1,417    1,417    129,589    1,473    - 
Construction and land development   243,222    -    8,750    8,750    251,972    8,750    - 
Commercial business   19,145    -    15    15    19,160    15    - 
Loans to financial institutions   6,000    -    -    -    6,000    -    - 
Leases   391       -    -    -    391    -    - 
Consumer   688    110    56    166    854    56                 - 
Total loans  $681,496   $1,119   $12,749   $13,868   $695,364   $13,743   $- 

 

21

 

 

   September 30, 2019 
                           90 Days+ 
       30-89 Days   90 Days +   Total   Total   Non-   Past Due 
   Current   Past Due   Past Due   Past Due   Loans   Accrual   and Accruing 
   (Dollars in Thousands)     
One-to-four family residential  $264,784   $750   $3,246   $3,996   $268,780   $3,712   $- 
Multi-family residential   30,582    -    -    -    30,582    -    - 
Commercial real estate   127,104    -    1,417    1,417    128,521    1,473    - 
Construction and land development   244,618    -    8,750    8,750    253,368    8,750    - 
Commercial business   19,630    -    -    -    19,630    -                    - 
Loans to financial institutions   6,000    -    -    -    6,000    -    - 
Leases   518    -    -    -    518    -    - 
Consumer   739    95    -    95    834    -    - 
Total loans  $693,975   $845   $13,413   $14,258   $708,233   $13,935   $- 

 

The allowance for loan losses is established through a provision for loan losses charged to expense. The Company maintains the allowance at a level believed to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses no less than quarterly in order to identify these inherent losses and to assess the overall collection probability for the loan portfolio in view of these inherent losses. For each primary type of loan, a loss factor is established reflecting an estimate of the known and inherent losses in such loan type contained in the portfolio using both a quantitative analysis as well as consideration of qualitative factors. The evaluation process includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the Company’s loans, the value of collateral securing the loans, the borrowers’ ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience.

 

Commercial real estate loans entail significant additional credit risks compared to owner-occupied one-to-four family residential mortgage loans, as they generally involve large loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment experience on loans secured by income-producing properties typically depends on the successful operation of the related real estate project and/or business operation of the borrower who is, in some cases, also the primary occupant, and thus may be subject to a greater extent to the effects of adverse conditions in the real estate market and in the economy in general. Commercial business loans typically involve a higher risk of default than residential loans of like duration since their repayment is generally dependent on the successful operation of the borrower’s business and the sufficiency of collateral, if any. Land acquisition, development and construction lending exposes the Company to greater credit risk than permanent mortgage financing. The repayment of land acquisition, development and construction loans depends upon the sale of the property to third parties or the availability of permanent financing upon completion of all improvements. These events may adversely affect the sale of the properties, potentially reducing both the borrowers’ ability to make required payments as well as reducing the value of the collateral property. Such lending is additionally subject to the risk that if the estimate of construction cost proves to be inaccurate, the Company potentially will be compelled to advance additional funds to allow completion of the project. In addition, if the estimate of value proves to be inaccurate, the Company may be confronted with a project, when completed, having less value than the loan amount. If the Company is forced to foreclose on a project prior to completion, there is no assurance that the Company would be able to recover the entire unpaid portion of the loan.

 

The following tables summarize the primary segments of the allowance for loan losses. Activity in the allowance is presented for the three-month periods ended December 31, 2019 and 2018:

 

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   Three Months Ended December 31, 2019 
   One- to
four-family
residential
   Multi-family
residential
   Commercial
real estate
   Construction
and land
development
   Commercial
business
   Loans to
financial
institutions
   Leases   Consumer   Unallocated   Total 
   (Dollars in Thousands) 
ALLL balance at September 30, 2019  $1,002   $315   $1,257   $2,034   $206   $63   $5   $13   $498   $5,393 
Charge-offs   -    -    -    -    -    -    -    -    -    - 
Recoveries   -    -    -    -    -    -    10    -    -    10 
Provision     (3)     (60)    24    171       (5)            -       (11)       (1)        10    125 
ALLL balance at December 31, 2019  $999   $255   $1,281   $2,205   $201   $63   $4   $12   $508   $5,528 

 

   Three Months Ended December  31, 2018 
   One- to
four-family
residential
   Multi-family
residential
   Commercial
real estate
   Construction
and land
development
   Commercial
business
   Loans to
financial
institutions
   Leases   Consumer   Unallocated   Total 
   (Dollars in Thousands) 
ALLL balance at September 30, 2018  $1,343   $347   $1,154   $1,554   $187   $64   $18   $18   $482   $5,167 
Charge-offs   -    -    -    -    -    -    -    -    -    - 
Recoveries   -    -    -    -    -    -    -    -    -    - 
Provision     84          25    (7)      (109)       6           3        (2)             (5)              5    - 
ALLL balance at December 31, 2018  $1,427   $372   $1,147   $1,445   $193   $67   $16   $13   $487   $5,167 

 

At December 31, 2019, the Company had five loans aggregating $5.5 million that were classified as troubled debt restructurings (“TDRs”). One such loan aggregating $135,000 as of December 31, 2019 was performing in accordance with the restructured terms and accruing interest. Three of the TDRs, totaling $4.9 million, which are classified as non-accrual are a part of a troubled lending relationship totaling $10.6. The remaining TDR is also on non-accrual and consists of a $428,000 loan secured by a single family property; the loan is performing in accordance with the restructured terms.

 

The Company did not restructure any loans during the three months ended December 31, 2019 or 2018.

 

No TDRs defaulted during either of the three month periods ending December 31, 2019 or December 31, 2018.

 

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6.DEPOSITS

 

Deposits consist of the following major classifications:

 

   December 31,   September 30, 
   2019   2019 
   Amount   Percent   Amount   Percent 
   (Dollars in Thousands) 
Money market deposit accounts  $85,085    11.8%  $75,766    10.2%
Interest-bearing checking accounts   71,640    9.9%   58,647    7.9%
Non interest-bearing checking accounts   20,637    2.9%   16,949    2.3%
Passbook, club and statement savings   79,244    11.0%   80,899    10.8%
Certificates maturing in six months or less   283,818    39.4%   294,343    39.4%
Certificates maturing in more than six months   180,511    25.0%   218,840    29.4%
                     
Total  $720,935    100.0%  $745,444    100.0%

 

Certificates to the amount of $250,000 and over totaled $146.5 million as of December 31, 2019 and $182.8 million as of September 30, 2019.

 

24

 

 

7.ADVANCES FROM FEDERAL HOME LOAN BANK – SHORT TERM

 

The outstanding balances and related information of short-term borrowings from the FHLB as of and for the periods ended December 31, 2019 and September 30, 2019 are summarized follows:

 

   December 31,   September 30, 
(Dollar Amounts in Thousands)  2019   2019 
Balance at period end  $130,000   $90,000 
Maximum month-end balance  $130,000   $90,000 
Weighted-average rate at period end   1.88%   2.32%
Weighted-average rate during the period   2.01%   2.53%

 

As of December 31, 2019, the $130.0 million of borrowings consisted of seven 30-day and two 90-day FHLB advances associated with interest rate swap contracts.

 

As of September 30, 2019, the $90.0 million of borrowings consisted of seven 30-day FHLB advances associated with interest rate swap contracts.

 

The Bank maintains borrowing facilities with the FHLB of Pittsburgh, Atlantic Community Bankers Bank(“ACBB”) and the Federal Reserve Bank of Philadelphia the terms and interest rates of which are subject to change on the date of execution of borrowings. Available borrowings are based on collateral with the facility. The Bank maintains unsecured borrowing facilities with ACBB and PNC for $12.5 million and $10.0 million, respectively.

   

8.ADVANCES FROM FEDERAL HOME LOAN BANK – LONG TERM

 

Pursuant to collateral agreements with the FHLB of Pittsburgh, advances are secured by a blanket collateral of loans held by the Bank and qualifying fixed-income securities and FHLB stock. The long-term advances outstanding as of December 31, 2019 and September 30, 2019 are as follows:

 

Long-term FHLB
advances:
  Maturity range Weighted
average interest
   Stated interest rate range   December 31,   September 30, 
Description  from   to  rate   from   to   2019   2019 
                           (Dollars in Thousands)
Fixed Rate - Amortizing   1-Oct-19   30-Sep-20                  -    236 
Fixed Rate - Amortizing   1-Oct-20   30-Sep-21   2.70%   1.94%   2.83%   12,083    14,354 
Fixed Rate - Amortizing   1-Oct-21   30-Sep-22   2.82%   1.99%   3.05%   7,935    8,729 
Fixed Rate - Amortizing   1-Oct-22   30-Sep-23   2.88%   1.94%   3.11%   6,519    6,931 
Total           2.78%            $26,537   $30,250 
                                  
                                  
Fixed Rate - Advances   1-Oct-19   30-Sep-20   2.76%   1.38%   3.06%  $7,284   $12,304 
Fixed Rate - Advances   1-Oct-20   30-Sep-21   2.37%   1.42%   2.92%   18,012    18,017 
Fixed Rate - Advances   1-Oct-21   30-Sep-22   2.31%   1.94%   3.23%   63,326    63,336 
Fixed Rate - Advances   1-Oct-22   30-Sep-23   2.52%   2.00%   3.22%   94,999    94,999 
Fixed Rate - Advances   1-Oct-23   30-Sep-24   2.88%   2.38%   3.20%   67,998    67,998 
Total           2.56%            $251,619   $256,654 
                                  
            2.58%        Total   $278,156   $286,904 

 

25

 

 

9.DERIVATIVES

 

The Company has contracted with a third party to participate in interest rate swap contracts. One of the swaps is a cash flow hedge associated with FHLB advances at both December 31,, 2019 and September 30, 2019, while there are eleven additional cash flow hedges tied to wholesale funding at December 31, 2019. These interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments. During the quarter ended December 31, 2019, $2,000 of income was recognized as ineffectiveness through earnings, while $3,000 of expense was recognized as ineffectiveness through earnings during the comparable period in 2018. There were nine interest rate swaps designated as fair value hedges involving the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements that were applicable to three loans and seven investment securities as of both December 31, 2019 and September 30, 2019. The fair value is recorded in the other liabilities section of the statement of financial condition.

  

Below is a summary of the interest rate swap agreements and their terms as of December 31, 2019.

 

Hedged  Notional   Pay Rate   Receive  Maturity Date  Unrealized 
Item  Amount   from   to   Rate  from  to   Loss 
               (Dollars in Thousands)        
FHLB Advances  $10,000    2.70%   2.70%  1 Mth Libor  10-Apr-25   10-Apr-25   $(569)
State and political subdivisions   21,570    3.06%   3.07%  3 Mth Libor  1-Feb-27   1-May-28    (1,939)
Commercial loans   17,339    4.10%   5.74%  1 Mth Libor +225 to 276 bp  13-Jun-25   1-Aug-26    - 
30 day wholesale funding   65,000    1.94%   2.51%  1 Mth Libor  15-Feb-24   12-Jun-26    (679)
90 day wholesale funding   135,000    2.51%   2.78%  3 Mth Libor  11-Jan-24   27-Mar-24    (5,315)
                                
                             $(8,502)

 

Below is a summary of the interest rate swap agreements and their terms as of September 30, 2019.

 

Hedged  Notional   Pay Rate   Receive  Maturity Date  Unrealized 
Item  Amount   from   to   Rate  from  to   Loss 
               (Dollars in Thousands)     
FHLB Advances  $10,000    2.70%   2.70%  1 Mth Libor  10-Apr-25   10-Apr-25   $(719)
State and political subdivisions   21,570    3.06%   3.07%  3 Mth Libor  1-Feb-27   1-May-28    (2,502)
Commercial loans   17,339    4.10%   5.74%  1 Mth Libor +225 to 276 bp  13-Jun-25   1-Aug-26    - 
30 day wholesale funding   65,000    1.94%   2.51%  1 Mth Libor  15-Feb-24   12-Jun-26    (1,415)
90 day wholesale funding   135,000    2.51%   2.78%  3 Mth Libor  11-Jan-24   27-Mar-24    (6,605)
                                
                             $(11,241)

 

26

 

 

All interest swaps are carried at fair value in accordance with FASB ASC 815 “Derivatives and Hedging.”

 

10.INCOME TAXES

 

Items that gave rise to significant portions of deferred income taxes are as follows:

 

   December 31,   September 30, 
   2019   2019 
Deferred tax assets:  (Dollars in Thousands) 
  Allowance for loan losses  $1,484   $1,488 
  Nonaccrual interest   505    487 
  Accrued vacation   7    7 
  Capital loss carryforward   121    121 
  Split dollar life insurance   9    9 
  Post-retirement benefits   74    76 
  Unrealized losses on interest rate swaps   1,354    1,836 
  Deferred compensation   812    809 
  Goodwill   66    69 
  Other   75    64 
  Employee benefit plans   257    216 
           
   Total deferred tax assets   4,764    5,182 
   Valuation allowance   (121)   (121)
Total deferred tax assets, net of valuation allowance   4,643    5,061 
           
Deferred tax liabilities:          
  Property   133    141 
  Unrealized gain on equity securities   16    19 
  Unrealized gains on available for sale securities   1,840    2,153 
  Purchase accounting adjustments   245    215 
  Deferred loan fees   220    175 
           
Total deferred tax liabilities   2,454    2,703 
           
Net deferred tax assets  $2,189   $2,358 

  

The Company establishes a valuation allowance for deferred tax assets when management believes that the use of the deferred tax assets is not likely to be fully realized through future reversals of existing taxable temporary differences and/or, to a lesser extent, future taxable income. The tax deduction generated by the redemption of the shares of a mutual fund held by the Bank and the subsequent impairment charge on the assets acquired through the redemption in kind are considered capital losses and can only be utilized to the extent of capital gains recognized over a five year period, resulting in the establishment of a valuation allowance for the carryforward period. The valuation allowance totaled $121,000 at December 31, 2019 and September 30, 2019, respectively.

 

For the three-month period ended December 31, 2019, the Company recorded income tax expense of $566,000 compared to income tax expense of $429,000, for the period ended December 31, 2018.

 

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Operations as a component of income tax expense. During fiscal 2017, the Internal Revenue Service conducted an audit of the Company’s tax return for the year ended September 30, 2014, and no adverse findings were reported. The Company’s federal and state income tax returns for taxable years through September 30, 2015 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

 

27

 

 

11.STOCK COMPENSATION PLANS

 

The Company maintains the 2008 Recognition and Retention Plan (“RRP”) which is administered by a committee of the Board of Directors of the Company. The RRP provides for the grant of shares of common stock of the Company to officers, employees and directors of the Company. In order to fund the grant of shares under the RRP, the 2008 RRP purchased 213,528 shares (on a converted basis) of the Company’s common stock in the open market for an aggregating cost of approximately $2.5 million, at an average purchase price per share of $11.49. The Company made sufficient contributions to the 2008 RRP to fund these purchases. During February 2015, shareholders approved the 2014 Stock Incentive Plan (the “2014 SIP”). As part of the 2014 SIP, a maximum of 285,655 shares of common stock can be awarded as restricted stock awards or units, of which 233,500 shares were awarded during February 2015. In August 2016, the Company granted 7,473 awards covering shares under the 2008 RRP and 3,027 shares under the 2014 SIP. In March 2017, the Company granted awards covering 17,128 shares under the 2014 SIP. In March 2018, the Company granted awards covering 8,209 shares under the 2008 RRP and 18,291 shares under the 2014 SIP. Shares subject to awards under either plan generally vest at the rate of 20% per year over five years. No further grants may be made pursuant to the RRP.

 

Compensation expense related to the shares subject to restricted stock awards granted is recognized ratably over the five-year vesting period in an amount which totals the grant date fair value multiplied by the number of shares subject to the grant. During the three months ended December 31, 2019 and 2018, $136,000 and $157,000, respectively, was recognized in compensation expense for the RRP and the 2014 SIP. At December 31, 2019, approximately $550,000 in additional compensation expense for the shares awarded which remained outstanding related to the RRP and the 2014 SIP remained unrecognized

 

A summary of the Company’s non-vested stock award activity for the three months ended December 31, 2019 and 2018 is presented in the following tables:

 

   Three Months Ended
December 31, 2019
 
   Number of
Shares
   Weighted Average
Grant Date Per
Share Fair Value
 
Nonvested stock awards at October 1, 2019   68,980   $15.05 
   Granted   -    - 
   Forfeited   -    - 
   Vested   -    - 
Nonvested stock awards at the December 31, 2019   68,980   $15.05 

  

The Company maintains the 2008 Stock Option Plan (the “Option Plan”) which authorizes the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price at least equal to the fair market value of the common stock on the grant date. Options generally become vested and exercisable at the rate of 20% per year over five years and are generally exercisable for a period of ten years after the grant date. A total of 533,808 shares (on a converted basis) of common stock were approved for future issuance pursuant to the Option Plan. As of September 30, 2018, all of the options had been awarded under the Option Plan. The 2014 SIP reserved up to 714,145 shares for issuance pursuant to options. Options to purchase 605,000 shares were awarded during February 2015 pursuant to the 2014 SIP. During August 2016, the Company granted options covering 18,866 shares under the Option Plan and 8,634 shares under the 2014 SIP. In March 2017, the Company granted options covering 22,828 shares under the 2014 SIP. In May 2017, the Company granted options covering 25,000 shares under the 2014 SIP and 283 shares under the Option Plan. In March 2018, the Company granted options covering 159,265 shares under the 2014 SIP and 18,235 shares under the Option Plan. In July 2019, the Company granted options covering 39,702 shares under the 2014 SIP. No further grants can be made under the Option Plan in accordance with its terms.

 

28

 

 

A summary of the status of the Company’s stock options under the 2008 Option Plan and the 2014 SIP as of December 31, 2019 and 2018 are presented below:

  

   Three Months Ended
December 31, 2019
 
   Number of
Shares
   Weighted Average
Exercise Price
 
Outstanding at October 1, 2019   793,034   $13.86 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Outstanding at  December 31, 2019   793,034   $13.86 
Exercisable at December 31, 2019   489,288   $12.21 

 

The weighted average remaining contractual term was approximately 6.2 years for options outstanding as of December 31, 2019.

 

The estimated fair value of options granted during fiscal 2009 was $2.98 per share, $2.92 for options granted during fiscal 2010, $3.34 for options granted during fiscal 2013, $4.67 for the options granted during fiscal 2014, $4.58 for options granted during fiscal 2015, $2.13 for options granted during fiscal 2016, $3.18 for options granted during fiscal 2017, $3.63 for options granted during fiscal 2018 and $3.38 for options granted in 2019. The fair value for grants made in fiscal 2017 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $17.43, term of seven years, volatility rate of 14.37%, interest rate of 2.22% and a yield rate of 0.69%. The fair value for grants made in fiscal 2018 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.46, term of seven years, volatility rate of 15.90%, interest rate of 2.82% and a yield rate of 1.08%. The fair value for grants made in fiscal 2019 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.16, term of seven years, volatility rate of 17.76%, interest rate of 1.87% and a yield rate of 1.10%.

 

During the three months ended December 31, 2019 and 2018, $229,000 and $150,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP.

 

At December 31, 2019, there was approximately $715,000 in additional compensation expense to be recognized for awarded options which remained outstanding and unvested at such date. The weighted average period over which this expense will be recognized is approximately 2.9 years.

 

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12.COMMITMENTS AND CONTINGENT LIABILITIES

 

At December 31, 2019, the Company had $42.7 million in outstanding commitments to originate loans with market interest rates ranging from 1.99% to 6.25%. At September 30, 2019, the Company had $32.4 million in outstanding commitments to originate fixed-rate loans with market interest rates ranging from 1.99% to 6.50%. The aggregate undisbursed portion of loans-in-process amounted to $98.6 million at December 31, 2019 and $114.5 million at September 30, 2019.

 

The Company also had commitments under unused lines of credit of $35.8 million as of December 31, 2019 and $37.5 million as of September 30, 2019 and letters of credit outstanding of $1.3 million as of December 31, 2019 and $1.5 million as of September 30, 2019.

 

Among the Company’s contingent liabilities are exposures to limited recourse arrangements with respect to the Company’s sales of whole loans and participation interests. At December 31, 2019, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to $1.3 million. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred.

 

The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, believes that such proceedings will not have a material adverse effect on the financial condition, operations or cash flows of the Company. However, there can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company's interests and not have a material adverse effect on the financial condition and operations of the Company.

 

13.FAIR VALUE MEASUREMENT

 

The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2019 and September 30, 2019, respectively. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

 

Generally accepted accounting principles used in the United States establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

 

The three broad levels of hierarchy are as follows:

 

  Level 1 Quoted prices in active markets for identical assets or liabilities.
  Level 2 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 for substantially the full term of the assets or liabilities.
  Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. 

  

Those assets and liabilities as of December 31, 2019 which are measured at fair value on a recurring basis are as follows:

 

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   Category Used for Fair Value Measurement 
   Level 1   Level 2   Level 3   Total 
   (Dollars in Thousands) 
Assets:                
Securities available for sale:                    
  U.S. Government and agency obligations  $-   $20,705   $-   $20,705 
  State and political subdivisons   -    76,145    -    76,145 
  Mortgage-backed securities - U.S. Government agencies   -    363,277    -    363,277 
  Corporate bonds   -    70,791    -    70,791 
  Equity security - FHLMC preferred stock   77    -    -    77 
           Total  $77   $530,918   $-   $530,995 
                     
Liabilities:                    
Interest rate swap contracts  $-   $8,502   $-   $8,502 
           Total  $-   $8,502   $-   $8,502 

 

Those assets as of September 30, 2019 which are measured at fair value on a recurring basis are as follows:

 

   Category Used for Fair Value Measurement 
   Level 1   Level 2   Level 3   Total 
   (Dollars in Thousands) 
Assets:                    
Securities available for sale:                    
  U.S. Government and agency obligations  $-   $24,865   $-   $24,865 
  State and political subdivisions   -    47,646    -    47,646 
  Mortgage-backed securities - U.S. Government agencies   -    370,772    -    370,772 
  Corporate bonds   -    69,539    -    69,539 
  Equity security - FHLMC preferred stock   95    -    -    95 
           Total  $95   $512,822   $-   $512,917 
                     
Liabilities:                    
Interest rate swap contracts  $-   $11,241   $-   $11,241 
           Total  $-   $11,241   $-   $11,241 

 

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and real estate owned at fair value on a non-recurring basis.

 

Impaired Loans

 

The Company considers loans to be impaired when it becomes more likely than not that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreements. Collateral dependent impaired loans are based on the fair value of the collateral which is based on appraisals and would be categorized as Level 2 measurement.  In some cases, adjustments are made to the appraised values for various factors including the age of the appraisal, age of the comparable included in the appraisal, and known changes in the market and in the collateral. These adjustments are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 3 measurement. These loans are reviewed for impairment and written down to their net realizable value by charges against the allowance for loan losses. The collateral underlying these loans had a fair value of approximately $14.3 million as of December 31, 2019.

 

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Real Estate Owned

 

Once an asset is determined to be uncollectible, the underlying collateral is generally repossessed and reclassified to foreclosed real estate and repossessed assets. These repossessed assets are carried at the lower of cost or fair value of the collateral, based on independent appraisals, less cost to sell and would be categorized as a Level 2 measurement. In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of the comparable included in the appraisal, and known changes in the market and in the collateral. As a result, the evaluations are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 3 measurement.

 

Summary of Non-Recurring Fair Value Measurements

 

   At December 31, 2019 
   (Dollars in Thousands) 
   Level 1   Level 2   Level 3   Total 
Impaired loans  $-   $-   $14,322   $14,322 
Real estate owned   -    -    491    491 
Total  $-   $-   $14,813   $14,813 

 

   At September 30, 2019 
   (Dollars in Thousands) 
   Level 1   Level 2   Level 3   Total 
Impaired loans  $-   $-   $15,542   $15,542 
Real estate owned   -    -    348    348 
Total  $-   $-   $15,890   $15,890 

 

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The following table provides information describing the valuation processes used to determine nonrecurring fair value measurements categorized within Level 3 of the fair value hierarchy:

 

   At December 31, 2019 
   (Dollars in Thousands) 
       Valuation     Range/
   Fair Value   Technique  Unobservable Input  Weighted Ave.
Impaired loans  $14,322    Property appraisals (1) (3)   Management discount for selling costs, property type and market volatility (2)    6% to 9%
discount/ 7%
Real estate owned  $491    Property appraisals (1)(3)   Management discount for selling costs, property type and market volatility (2)   22% discount

 

   At September 30, 2019 
   (Dollars in Thousands) 
       Valuation     Range/
   Fair Value   Technique  Unobservable Input  Weighted Ave.
Impaired loans  $15,542    Property appraisals (1) (3)   Management discount for selling costs, property type and market volatility (2)   6% to 9% discount  7%
Real estate owned  $348    Property appraisals (1)(3)   Management discount for selling costs, property type and market volatility (2)   22% discount

 

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which generally includes various Level 3 inputs, which are not identifiable.
(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
  (3) Includes qualitative adjustments by management and estimated liquidation expenses.

 

The fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

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           Fair Value Measurements at 
           December 31, 2019 
   Carrying   Fair             
   Amount   Value   (Level 1)   (Level 2)   (Level 3) 
   (Dollars in Thousands)     
Assets:                         
  Cash and cash equivalents  $28,807   $28,807   $28,807   $-   $- 
  Certificates of deposit   2,351    2,351    2,351    -    - 
  Investment and mortgage-backed securities held to maturity   70,219    70,710    -    70,710    - 
  Loans receivable, net   588,847    591,745    -    -    591,745 
  Accrued interest receivable   4,603    4,603    4,603    -    - 
  Restricted bank stock   17,579    17,579    17,579    -    - 
  Bank owned life insurance   32,010    32,010    32,010    -    - 
                          
Liabilities:                         
  Checking accounts   92,277    92,277    92,277    -    - 
  Money market deposit accounts   85,085    85,085    85,085    -    - 
  Passbook, club and statement savings accounts   79,244    79,244    79,244    -    - 
  Certificates of deposit   464,329    470,793    -    -    470,793 
  Advances from FHLB - short-term   130,000    130,000    130,000    -    - 
  Advances from FHLB - long-term   278,156    284,142    -    -    284,142 
  Accrued interest payable   2,038    2,038    2,038    -    - 
  Advances from borrowers for taxes and insurance   3,309    3,309    3,309    -    - 

 

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           Fair Value Measurements at 
           September 30, 2019 
   Carrying   Fair             
   Amount   Value   (Level 1)   (Level 2)   (Level 3) 
   (Dollars in Thousands)     
Assets:                         
  Cash and cash equivalents  $47,968   $47,968   $47,968   $-   $- 
  Certificates of deposit   2,351    2,351    2,351    -    - 
  Investment and mortgage-backed securities held to maturity   68,635    69,507    -    69,507    - 
  Loans receivable, net   585,456    585,476    -    -    585,476 
  Accrued interest receivable   4,549    4,549    4,549    -    - 
  Restricted bank stock   16,406    16,406    16,406    -    - 
  Bank owned life insurance   31,841    31,841    31,841    -    - 
                          
Liabilities:                         
  Checking accounts   75,596    75,596    75,596    -    - 
  Money market deposit accounts   75,766    75,766    75,766    -    - 
  Passbook, club and statement savings accounts   80,899    80,899    80,899    -    - 
  Certificates of deposit   513,183    529,099    -    -    529,099 
  Accrued interest payable   4,328    4,328    4,328    -    - 
  Advances from FHLB -short-term   90,000    90,000    90,000    -    - 
  Advances from FHLB -long-term   286,904    293,839    -    -    293,839 
  Advances from borrowers for taxes and insurance   2,332    2,332    2,332    -    - 

 

14.GOODWILL AND OTHER INTANGIBLE ASSETS

 

The Company’s goodwill and intangible assets are related to the acquisition of Polonia Bancorp as of January 1, 2017.

 

   Balance           Balance    
   October 1,   Additions/       December 31,   Amortization
   2019   Adjustments   Amortization   2019   Period
Goodwill  $6,102   $              -   $-   $6,102      
Core deposit intangible   448    -    (30)   418   10 years
   $6,550   $-   $(30)  $6,520    

 

As of December 31, 2019, the future fiscal periods amortization expense for the core deposit intangible is:

 

(In Thousands)
2020 $78
2021  93
2022  78
2023  64
2024  49
Thereafter  56
Total $418

 

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15.LEASES

 

Operating leases in which the Company is the lessee are recorded as operating lease Right of Use (“ROU”) assets and operating lease liabilities, included in other assets and other liabilities, respectively, on the consolidated statement of financial condition. The Company does not currently have any finance leases. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized as of the date of adoption based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the date of initial application.

 

Operating lease expense, which is comprised of amortization of the ROU assets and the implicit interest accreted on the operating lease liability, is recognized on a straight line basis over the lease term of the operating basis, and is recorded in office occupancy expense in the consolidated statements of operations. The leases relate to Bank branches with remaining lease terms of generally 5 to 9 years.

 

As of December 31, 2019, operating lease ROU assets were $1.4 million and liabilities were $1.5 million; For the quarter ended December 31, 2019, $51,000 in operating lease cost was recognized.

 

The following table summarizes other information related to our operating leases:

 

December 31, 2019     
Weighted-average remaining lease term - operating leases in years   7.0 
Weighted-average discount rate - operating leases   2.0%

 

The following table presents aggregate lease maturities and obligations as of December 31, 2019:  

 

(Dollars in Thousands)  
2020 $155
2021  210
2022  213
2023  216
2024  220
2025 and thereafter  647
Total lease payments  1,661
Less: interest  125
Present value of lease liabilities $1,536

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the year ended September 30, 2019 (the “Form 10-K”).

 

Overview. Prudential Bancorp, Inc. (the “Company”) was formed by Prudential Bancorp, Inc. of Pennsylvania to become the successor holding company for Prudential Bank (the “Bank”) (formerly known as Prudential Savings Bank) as a result of the second-step conversion of Prudential Mutual Holding Company completed in October 2013. The Company’s results of operations are primarily dependent on the results of the Bank, which is a wholly owned subsidiary of the Company. The Company’s results of operations depend to a large extent on net interest income, which primarily is the difference between the income earned on its loan and securities portfolios and the cost of funds, which is the interest paid on deposits and borrowings. Results of operations are also affected by our provisions for loan losses, non-interest income (which includes impairment charges) and non-interest expense. Non-interest expense principally consists of salaries and employee benefits, office occupancy expense, depreciation, data processing expense, payroll taxes and other expense. Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially impact our financial condition and results of operations. The Bank is subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (the “Department”). The Bank’s main office is located in Philadelphia, Pennsylvania, with nine additional full-service banking offices located in Philadelphia, Delaware and Montgomery Counties in Pennsylvania. The Bank’s primary business consists of attracting deposits from the general public and using those funds together with borrowings to originate loans and to invest primarily in U.S. Government and agency securities and mortgage-backed securities. In 2005, the Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank. In 2006, all mortgage-backed securities then owned by the Company’s predecessor were transferred to PSB Delaware, Inc. PSB Delaware, Inc.’s activities are included as part of the consolidated financial statements.

 

Critical Accounting Policies. In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our unaudited consolidated financial statements included in Item 1 hereof as well as in Note 2 to our audited consolidated financial statements included in the Form 10-K. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as well as contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

 

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Losses are charged against the allowance for loan losses when management believes that the collectability in full of the principal of a loan is unlikely. Subsequent recoveries are added to the allowance. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairments based upon an evaluation of known and inherent losses in the loan portfolio that are both probable and reasonable to estimate. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to criticized and classified loans.

 

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Management monitors its allowance for loan losses at least quarterly and makes adjustments to the allowance through the provision for loan losses as economic conditions and other pertinent factors indicate. The quarterly review and adjustment of the qualitative factors employed in the allowance methodology and the updating of historic loss experience allow for timely reaction to emerging conditions and trends.  In this context, a series of qualitative factors are used in a methodology as a measurement of how current circumstances are affecting the loan portfolio. Included in these qualitative factors are:

 

·Levels of past due, classified, criticized and non-accrual loans, troubled debt restructurings and loan modifications;
·Nature and volume of loans;
·Changes in lending policies and procedures, underwriting standards, collections, charge-offs and recoveries and for commercial loans, the level of loans being approved with exceptions to the Bank’s lending policy;
·Experience, ability and depth of management and staff;
·National and local economic and business conditions, including various market segments;
·Quality of the Bank’s loan review system and the degree of Board oversight;
·Concentrations of credit and changes in levels of such concentrations; and
·Effect of external factors on the level of estimated credit losses in the current portfolio.

 

In determining the allowance for loan losses, management has established a general pooled allowance. Values assigned to the qualitative factors and those developed from historic loss experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (the general pooled allowance) and those for criticized and classified loans. The amount of the specific allowance is determined through a loan-by-loan analysis of certain large dollar commercial real estate loans, construction and land development loans and multi-family residential loans. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historical loss experience and the qualitative factors described above. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios and external factors. Estimates are periodically measured against actual loss experience.

 

This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial, construction and residential loan portfolios and historical loss experience. All of these estimates may be susceptible to significant change.

 

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. In addition, the Department and the FDIC, as an integral part of their examination processes, periodically review our allowance for loan losses. The Department and the FDIC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examination. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely affect earnings in future periods.

 

Investment and mortgage-backed securities available for sale.  Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. There were no securities with a Level 3 classification as of December 31, 2019 or September 30, 2019. 

 

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Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The Company determines whether the unrealized losses are temporary or are considered other than temporary.  The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. In addition, the Company also considers the likelihood that the security will be required to be sold because of regulatory concerns, our internal intent not to dispose of the security prior to maturity and whether the entire cost basis of the security is expected to be recovered. In determining whether the cost basis will be recovered, management evaluates other facts and circumstances that may be indicative of an “other-than-temporary” impairment condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer.

 

In addition, certain assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and other real estate owned at fair value on a non-recurring basis.  

 

Valuation techniques and models utilized for measuring financial assets and liabilities are reviewed and validated by the Company at least quarterly.

 

Income Taxes. The Company accounts for income taxes in accordance with U.S. GAAP. The Company records deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods. 

 

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

 

 U.S. GAAP prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated income statement.  Assessment of uncertain tax positions requires careful consideration of the technical merits of a position based on management's analysis of tax regulations and interpretations.  Significant judgment may be involved in the assessment of the tax position.

 

Forward-looking Statements. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company. These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

 

39

 

 

In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange commission (“SEC”) and those identified elsewhere in this Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; general economic conditions; legislative and regulatory changes; monetary and fiscal policies of the federal government; changes in tax policies, rates and regulations of federal, state and local tax authorities, including the effects of the Tax Cuts and Jobs Act (“Tax Reform Act”); changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees; and the success of the Company at managing the risks involved in the foregoing.

 

The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect events or circumstances occurring after the date of this Form 10-Q. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as of the date of this release.

 

For a complete discussion of the assumptions, risks and uncertainties related to our business, readers are encouraged to review the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recent Form 10-K, as supplemented by its quarterly or other reports subsequently filed with the SEC.

 

Market Overview. The economy continued to improve during 2020 and 2019.

 

The Company continues to focus on the credit quality of its customers, closely monitoring the financial status of borrowers throughout the Company’s markets, gathering information, working on early detection of potential problems, taking pre-emptive steps where necessary and performing the analysis required to maintain adequate reserves for loan losses. 

 

The Company continues to maintain capital well in excess of regulatory requirements.

 

The following discussion provides further details on the financial condition of the Company at December 31, 2019 and September 30, 2019, and the results of operations for the three months ended December 31, 2019 and 2018.

 

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2019 AND SEPTEMBER 30, 2019

 

The Company had total assets of approximately $1.3 billion at both December 31, 2019 and September 30, 2019. However, the investment portfolio increased by $19.7 million primarily as a result of purchases of U.S. government agency mortgage-backed securities and municipal bonds. The increase in investment securities was partially funded by a $19.2 million reduction in cash equivalents during the quarter ended December 31, 2019. Net loans receivable increased $3.4 million to $588.8 million at December 31, 2019 from $585.4 million at September 30, 2019.

 

Total liabilities increased by $3.3 million during the quarter to $1.2 billion at December 31, 2019 due primarily to a $31.3 million increase in borrowings, offset partially by a $24.5 million decrease in deposits. The reduction in deposits was primarily due to the maturity of wholesale deposits that were replaced by lower costing FHLB advances. At December 31, 2019, the Company had FHLB advances outstanding of $408.2 million, as compared to $376.9 million at September 30, 2019. All of the borrowings had maturities of less than six years. The increase in borrowings reflected the continued implementation of, among other things, matched fund investing as part of the Company’s asset/liability strategy in order to lock in yield with minimal interest rate risk.

 

Total stockholders’ equity increased by $2.7 million to $142.3 million at December 31, 2019 from $139.6 million at September 30, 2019. The increase was primarily due to net income of $2.5 million. Also contributing to the increase was a $633,000 increase in the fair value of investment securities held for sale and swaps. These increases were partially offset by dividend payments totaling $622,000.

 

40

 

 

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

 

Net income. The Company recognized net income of $2.5 million, or $0.28 per diluted share, for the quarter ended December 31, 2019 as compared to $2.0 million or $0.22 per diluted share, for the comparable period in 2018.

 

Net interest income. For the three months ended December 31, 2019, net interest income amounted to $6.3 million as compared to $6.0 million for the same period in 2018. The results reflected a $1.8 million increase in interest income which was partially offset by an increase of $1.5 million in interest paid on deposits and borrowings. The increase in interest income in the first quarter of fiscal 2020 primarily reflected the increase in the average balance of earning assets as the yield on interest-earning assets remained stable at 3.79%. The weighted average cost of borrowings and deposits increased to 1.96% for the quarter ended December 31, 2019 from 1.76% for the comparable period in 2018 due to increases in market rates of interest which affected both deposit and borrowing costs. The net interest margin decreased to 2.03% during the quarter ended December 31, 2019 from 2.28% during the comparable period in 2018 due primarily to the composition of the Bank’s deposit base and the intense competition for locally sourced deposits combined with the increased use of borrowings, changes in market rates of interest are more rapidly reflected in the cost of our interest-bearing liabilities than in the yield on our interest-earning assets.

 

Average balances, net interest income, and yields earned and rates paid. The following table shows for the periods indicated the total dollar amount of interest earned from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities and the resulting costs, expressed both in dollars and rates, the interest rate spread and the net interest margin. Average yields and rates have been annualized. Tax-exempt income and yields have been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.

 

41

 

 

   Three Months 
   Ended December 31, 
   2019   2018 
   Average       Average   Average       Average 
   Balance   Interest   Yield/Rate (1)   Balance   Interest   Yield/Rate (1) 
   (Dollars in Thousands) 
Interest-earning assets:                              
Investment securities (2)  $231,402   $2,084    3.57%  $184,332   $1,532    3.30%
Mortgage-backed securities   371,243    2,793    2.98    225,748    1,755    3.08 
Loans receivable(3)   590,422    6,830    4.59    585,290    6,462    4.38 
Other interest-earning assets   45,534    120    1.05    50,901    252    1.96 
Total interest-earning assets   1,238,601    11,827    3.79    1,046,271    10,001    3.79 
Cash and non interest-bearing balances   2,125              2,155           
Other non interest-earning assets   56,214              28,171           
Total assets  $1,296,940             $1,076,597           
Interest-bearing liabilities:                              
Savings accounts  $79,958    7    0.03   $63,035    99    0.62 
Money market deposit and NOW accounts   146,782    365    0.99    111,793    125    0.44 
Certificates of deposit   490,019    2,752    2.23    566,472    2,816    1.97 
Total deposits   716,759    3,124    1.73    741,300    3,040    1.63 
Advances from Federal Home Loan Bank   389,629    2,359    2.40    155,626    945    2.41 
Advances from borrowers for taxes and insurance   2,767    1    0.14    2,580    1    0.15 
Total interest-bearing liabilities   1,109,155    5,484    1.96    899,506    3,986    1.76 
Non interest-bearing liabilities:                              
Non interest-bearing demand accounts   18,742              16,312           
Other liabilities   13,537              32,305           
Total liabilities   1,141,434              948,123           
Stockholders' equity   155,506              128,474           
Total liabilities and stockholders' equity  $1,296,940             $1,076,597           
Net interest-earning assets  $129,446             $146,765           
Net interest income; interest rate spread       $6,343    1.83%       $6,015    2.03%
Net interest margin(4)             2.03%             2.28%
Average interest-earning assets to average interest-bearing liabilities        111.67%             116.32%     

 

 

 

(1) Yields and rates for the three month periods are annualized.

(2) Tax exempt yields have been adjusted to a tax equivalent basis.

(3) Includes non-accrual loans. Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and the allowance for loan losses.

(4) Equals net interest income divided by average interest-earning assets.

 

Provision for loan losses. The Company recorded a provision for loan losses of $125,000 for the three months ended December 31, 2019, primarily due to the change in the composition of the loan portfolio to increased investment in commercial real estate and construction loans as well as, to a lesser extent, the increase in the size of the loan portfolio. No provision expense was required for the comparable period in 2018. During the three months ended December 31, 2019 and 2018, the Company recorded recoveries of $10,000 and $0, respectively, and did not record any charge offs in either of the periods.

 

42

 

 

The allowance for loan losses totaled $5.5 million, or 0.9% of total loans and 40.2% of total non-performing loans at December 31, 2019 as compared to $5.4 million, or 0.9% of total loans and 38.7% of total non-performing loans at September 30, 2019. The Company believes that the allowance for loan losses at December 31, 2019 was sufficient to cover all inherent and known losses associated with the loan portfolio at such date.

 

The Company’s methodology for assessing the adequacy of the allowance establishes both specific and general pooled allocations of the allowance.  Loans are assigned ratings, either individually for larger credits or in homogeneous pools, based on an internally developed grading system.  The resulting determinations are reviewed and approved by senior management.

 

At December 31, 2019, the Company’s non-performing assets totaled $14.2 million or 1.1% of total assets as compared to $14.3 million or 1.1% of total assets at September 30, 2019. Non-performing assets at December 31, 2019 included five construction loans aggregating $8.8 million, 28 one-to-four family residential loans aggregating $3.5 million, and five commercial real estate loans aggregating $1.5 million. Non-performing assets at December 31, 2019 also included real estate owned consisting of two single-family residential properties with an aggregate carrying value of $491,000. At December 31, 2019, the Company had five loans totaling $5.5 million that were classified as troubled debt restructurings (“TDRs”). One such loan aggregating $135,000 was performing in accordance with the restructured terms as of December 31, 2019 and was accruing interest. One TDR is on non-accrual and consists of a $428,000 loan secured by a single-family property; the loan is performing in accordance with the restructured terms. The three remaining TDRs totaling $4.9 million are also classified as non-accrual and are a part of a lending relationship totaling $10.6 million (after taking into account the $1.9 million write-down recognized during the quarter ending March 31, 2017 related to this lending relationship). The primary project of the borrower (the development of a 169-unit townhouse project in Bristol Borough, Pennsylvania) is the subject of litigation between the Bank and the borrower. Subsequent to the commencement of the litigation, the borrower filed for bankruptcy under Chapter 11 (Reorganization) of the federal bankruptcy code in June 2017. The Bank moved the underlying litigation noted above with the borrower and the Bank from state court to the federal bankruptcy court in which the bankruptcy proceeding is being heard. The state litigation is stayed pending the resolution of the bankruptcy proceedings.

 

At December 31, 2019, the Company had $1.1 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of ten one-to-four family residential loans totaling $1.0 million and two consumer loans in the aggregate amount of $110,000. At September 30, 2019, the Company had $845,000 of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of seven one-to-four family residential loans totaling $750,000 and two consumer loans totaling $95,000.

 

At December 31, 2019, the Company also had a total of 20 loans aggregating $5.2 million that had been designated “special mention”. These loans consist of fourteen one-to-four family residential loans totaling $1.5 million and six commercial real estate loans totaling $3.7 million. At September 30, 2019, we had a total of 21 loans aggregating $5.5 million designated as “special mention”.

 

The following table shows the amounts of non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past as to principal and/or interest and real estate owned) as of December 31, 2019 and September 30, 2019. At neither date did the Company have any loans 90 days or more past due that were accruing.

 

43

 

 

  

December 31,

2019

   September 30,
2019
 
   (Dollars in Thousands) 
Non-accruing loans:          
One-to-four family residential  $3,449   $3,712 
Commercial real estate   1,473    1,473 
Commercial business   15    - 
Construction and land development   8,750    8,750 
Consumer   56    - 
Total non-accruing loans   13,743    13,935 
Real estate owned, net: (1)   491    348 
Total non-performing assets  $14,234   $14,283 
           
Total non-performing loans as a percentage of loans, net   2.33%   2.38%
Total non-performing loans as a percentage of total assets   1.06%   1.08%
Total non-performing assets as a percentage of total assets   1.10%   1.11%

 

(1)Real estate owned balances are shown net of related charge-offs and consist solely of real property.

 

Non-interest income. With respect to the quarter ended December 31, 2019, non-interest income amounted to $832,000 as compared to $380,000 for the same quarter in fiscal 2019. Non-interest income was higher in the first quarter of fiscal 2020 as compared to the first quarter of fiscal 2019 primarily due to the recognition of $318,000 in gains from sales of an aggregate of $17.5 million of investment and mortgage-backed securities.

 

Non-interest expense. Non-interest expense stayed relatively stable at $4.0 million for the three month periods ended December 31, 2019 and 2018.

 

Income tax expense. For the three-month period ended December 31, 2019, the Company recorded income tax expense of $566,000, compared to income tax expense of $429,000 for the same period in the prior year primarily due to the increase in net income before income taxes. The increase in the effective tax rate in the 2019 period was primarily due to the expiration of certain state net operating loss carryovers.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. Our primary sources of funds are deposits, scheduled principal and interest payments on loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan and securities prepayments can be greatly influenced by market rates of interest, economic conditions and competition. The Company also maintains excess funds in short-term, interest-earning assets that provide additional liquidity. At December 31, 2019, the Company’s cash and cash equivalents amounted to $28.8 million. In addition, its available-for-sale investment securities amounted to an aggregate of $530.9 million at such date.

 

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At December 31, 2019, the Company had $42.7 million in outstanding commitments to originate loans, not including loans in process. The Company also had commitments under unused lines of credit of $35.8 million and letters of credit outstanding of $1.3 million at December 31, 2019. Certificates of deposit as of December 31, 2019 that are maturing in one year or less totaled $357.5 million.

 

In addition to cash flows from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs should the need arise. Our borrowings consist solely of advances from the FHLB, of which we are a member. Under terms of the collateral agreement with the FHLB, we pledge residential mortgage loans, certain investment securities as well as our stock in the FHLB as collateral for such advances. At December 31, 2019, we had $408.2 million in outstanding FHLB advances and had the ability to obtain an additional $132.5 million in FHLB advances. The Bank has a line of credit amounting to $12.5 million with ACBB, which has yet to be drawn upon. The Bank has also obtained approval to borrow from the Federal Reserve Bank discount window.

 

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We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

 

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of December 31, 2019 and September 30, 2019 and compares them to current regulatory guidelines. The Company is not subject to capital ratios imposed by Basel III on bank holding companies because the Company is deemed to be a small bank holding company. The capital ratios provided for the Company are presented for informational purposes only.

 

          To Be
 
          Well Capitalized 
      Required for
   Under Prompt
 
      Capital Adequacy
   Corrective Action
 
   Actual Ratio  Purposes   Provisions 
            
December 31, 2019:              
Tier 1 capital (to average assets)              
The Company   10.43%  N/A    N/A 
The Bank   10.42%  4.0%   5.0%
               
Tier 1 common (to risk-weighted assets)              
The Company   18.67%  N/A    N/A 
The Bank   18.35%  4.5%   6.5%
               
Tier 1 capital (to risk-weighted assets)              
The Company   18.67%  N/A    N/A 
The Bank   18.35%  6.0%   8.0%
               
Total capital (to risk-weighted assets)              
The Company   19.50%  N/A    N/A 
The Bank   19.19%  8.0%   10.0%
               
September 30, 2019:              
Tier 1 capital (to average assets)              
Company   10.89%  N/A    N/A 
Bank   10.49%  4.0%   5.0%
               
Tier 1 common (to risk-weighted assets)              
The Company   18.43%  N/A    N/A 
The Bank   18.10%  4.5%   6.5%
               
Tier 1 capital (to risk-weighted assets)              
Company   18.43%  N/A    N/A 
Bank   18.10%  6.0%   8.0%
               
Total capital (to risk-weighted assets)              
Company   19.27%  N/A    N/A 
Bank   18.94%  8.0%   10.0%

 

IMPACT OF INFLATION AND CHANGING PRICES

 

The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 

45

 

 

Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation to a larger extent than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Company's assets and liabilities are critical to the maintenance of acceptable performance levels.

 

How We Manage Market Risk. Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk which is inherent in our lending, investment and deposit gathering activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.

 

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset/Liability Committee which is comprised of our President and Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Treasurer and Controller. The Asset/Liability Committee meets on a regular basis and is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts in interest rates are uncertainties that could have a negative impact on future earnings.

 

In recent years, as a part of our asset/liability management strategy we primarily have reduced our investment in longer term fixed-rate callable agency bonds, increased our origination or purchase of hybrid adjustable-rate single-family residential mortgage loans, commercial real estate and construction loans and increased our portfolio of step-up callable agency bonds and agency issued collateralized mortgage-backed securities (“CMOs”) with short effective lives. In addition, we recently implemented interest rate swaps to reduce funding cost for a five year period. However, notwithstanding the foregoing steps, we remain subject to a significant level of interest rate risk in a low interest rate environment due to the high proportion of our loan portfolio that consists of fixed-rate loans as well as our decision in prior periods to invest a significant amount of our assets in long-term, fixed-rate investment and mortgage-backed securities.

 

Gap Analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a Company’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to affect adversely net interest income while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to affect adversely net interest income.

 

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The following table sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at December 31, 2019, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at December 31, 2019, on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans. Annual prepayment rates for variable-rate and fixed-rate single-family and multi-family residential and commercial mortgage loans are assumed to range from 7.6% to 33.6%. The annual prepayment rate for mortgage-backed securities is assumed to range from 0.9% to 21.7%. For savings accounts, checking accounts and money markets, the decay rates vary on an annual basis over a ten year period.

 

       More than
   More than
   More than
         
   3 Months
   3 Months
   1 Year
   3 Years
   More than
   Total
 
   or Less   to 1 Year   to 3 Years   to 5 Years   5 Years   Amount 
                         
   (Dollars in Thousands) 
Interest-earning assets(1):                              
Investment and mortgage-backed securities(2)  $22,053   $75,910   $140,761   $100,928   $252,802   $592,454 
Loans receivable(3)   196,339    78,552    145,048    86,988    86,778    593,705 
Other interest-earning assets(4)   26,665    -    19,183    747    -    46,595 
Total interest-earning assets  $245,057   $154,462   $304,992   $188,663   $339,580   $1,232,754 
                               
Interest-bearing liabilities:                              
Savings accounts  $2,341   $7,214   $11,524   $9,213   $48,952   $79,244 
Money market deposit and NOW accounts   5,929    17,786    17,658    8,925    127,064    177,362 
Certificates of deposit   109,462    153,075    64,839    136,953    -    464,329 
Advances from FHLB   3,534    19,893    105,495    259,234    20,000    408,156 
Advances from borrowers for taxes and insurance   3,309    -    -    -    -    3,309 
Total interest-bearing liabilities  $124,575   $197,968   $199,516   $414,325   $196,016   $1,132,400 
                               
Interest-earning assets less interest-bearing liabilities  $120,482   $(43,506)  $105,476   $(225,662)  $143,564   $100,354 
                               
Cumulative interest-rate sensitivity gap (5)  $120,482   $76,976   $182,452   $(43,210)  $100,354      
                               
Cumulative interest-rate gap as a percentage of total assets at December 31, 2019   9.30%   5.94%   14.08%   -3.34%   7.75%     
                               
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at December 31, 2019   196.71%   123.87%   134.95%   95.39%   108.86%     

 

 

(1)Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.

 

(2)For purposes of the gap analysis, investment securities are reflected at amortized cost.

 

(3)For purposes of the gap analysis, loans receivable includes non-performing loans and is gross of the allowance for loan losses and unamortized deferred loan fees, but net of the undisbursed portion of loans-in-process.

 

(4)Includes FHLB stock.

 

(5)Cumulative interest-rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.

 

47

 

 

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as variable-rate loans, have features which restrict changes in interest rates applicable to the assets both on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their variable-rate loans may be adversely affected in the event of an interest rate increase.

 

Net Portfolio Value Analysis. Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the changes in our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The “Sensitivity Measure” is the decline in the NPV ratio, in basis points, caused by a 2% increase or decrease in rates, whichever produces a larger decline. The following table sets forth our NPV as of December 31, 2019 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.

 

Change in
Interest Rates
       NPV as % of Portfolio 
In Basis Points   Net Portfolio Value   Value of Assets 
(Rate Shock)   Amount   $ Change   % Change   NPV Ratio   Change 
    (Dollars in Thousands) 
 300   $123,109   $(51,286)   (29.41)%   10.43%   (3.08)%
 200    140,329    (34,066)   (19.53)%   11.56%   (1.95)%
 100    157,354    (17,041)   (9.77)%   12.58%   (0.93)%
 Static    174,395    -    -    13.51%   - 
 (100)    166,466    (7,929)   (4.55)%   12.75%   (0.76)%
 (200)    155,629    (18,766)   (10.76)%   11.87%   (1.64)%
 (300)    177,339    2,944    1.69%   13.22%   (0.29)%

 

At September 30, 2019, the Company’s NPV was $159.6 million or 12.50% of the market value of assets. Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV would be $133.0 million or 16.7% of the market value of assets.

 

As is the case with the GAP Table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV requires the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As of December 31, 2019, there had not been any material change to the market risk disclosure contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation –Exposure to Changes in Interest Rates.”

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of period covered by this report, our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations and are operating in an effective manner.

 

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

 

Item 1. Legal Proceedings

 

On March 31, 2016, Island View Properties, Inc. t/a Island View Crossing II and Renato J. Gualtieri (“Plaintiffs”) filed a complaint against Prudential Savings Bank in the Court of Common Pleas of Philadelphia County (the “CCP Action”) asserting, among other things, that Prudential Savings Bank breached various loan agreements and related agreements for a development known as Island View Crossing. In its complaint, Plaintiffs seek the amount of $27 million. The Company filed objections to the complaint seeking to dismiss significant portions of Plaintiffs’ claims. On August 31, 2016, the Court dismissed the majority of the claims. After that order, the Company filed an answer denying Plaintiffs’ claims as well as a counterclaim seeking damages for failure to pay the outstanding loans and not completing the project. Discovery was ongoing and a trial was scheduled for October 2, 2017. On June 30, 2017, Plaintiff Island View Crossing II filed a Chapter 11 bankruptcy and on or about July 18, 2017, The Bank removed the CCP Action to Bankruptcy Court (the “Removed Action”).

 

Within the bankruptcy, Island View Crossing, as the debtor and the Chapter 11 Trustee, filed a separate adversary proceeding against the Company seeking to avoid certain collateral mortgages made by Island View Crossing as well as seeking to avoid certain loans made to Island View Crossing including, but not limited to, a $1.4 million loan and $5.5 million loan. The complaint was filed on or about December 3, 2018 and that action was ultimately consolidated with the Removed Action.

 

Currently, the parties are proceeding through the discovery phase of litigation. Fact discovery is scheduled to close on or about February 28. 2020. A pretrial conference is currently scheduled for June 3, 2020. Given the stage of the case and the continuing discovery, we are unable to determine the likelihood of an unfavorable outcome at this time. the Bank intends to vigorously defend against all claims.

 

On June 30, 2017, Calnshire Estates filed a voluntary petition for relief under Chapter 11 of the United States bankruptcy code. On or about December 18, 2017, the bankruptcy court converted the matter from a Chapter 11 to a Chapter 7 proceeding. On December 20, 2017, the Court appointed Bonnie Finkel as the Chapter 7 Trustee for the bankruptcy estate.

 

On or about June 28, 2019, the Trustee filed an adversary proceeding against the Bank in the bankruptcy court seeking, among other things, a declaratory judgment that certain obligations of Calnshire Estates to the Bank are null and void. The Trustee also asserted various causes of action for breach of contract, breach of fiduciary duty and equitable subordination.

 

On August 26, 2019, the Bank filed a motion to dismiss a number of the claims filed by the Trustee. Dates for discovery and any potential trial have not been set by the Bankruptcy Court. Given the relatively early stages of the case, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank intends to vigorously defend against the claim.

 

On June 30, 2017, Steeple Run filed a voluntary petition for relief under Chapter 11 of the United States bankruptcy code. On or about December 18, 2017, the Bankruptcy Court converted the matter from a Chapter 11 to a Chapter 7 proceeding. On December 20, 2017, the Court appointed Bonnie Finkel as the Chapter 7 Trustee for the bankruptcy estate.

 

On or about June 28, 2019, the Trustee filed an adversary proceeding against the Bank in bankruptcy court asserting, among other things, various causes of action for breach of contract, breach of fiduciary duty and equitable subordination in connection with a loan agreement.

 

On August 26, 2019, the Bank filed a motion to dismiss a number of the claims filed by the Trustee. Dates for discovery and any potential trial have not been set by the bankruptcy court. Given the relatively early stage of the case, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank intends to vigorously defend against the claim.

 

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Prudential Bancorp is involved in various other legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, does not believe that such proceedings will have a material adverse effect on the financial condition or operations of Prudential Bancorp. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company's interests and have a material adverse effect on the financial condition and operations of the Company.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, as such factors could materially affect the Company’s business, financial condition, or future results of operations. As of December 31, 2019, no material changes have occurred to the risk factors of the Company as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The risks described in the 2019 Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial conditions, or results of operations.

 

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

 

  (a) and (b) Not applicable

 

(b)The Company’s repurchases of equity shares for the quarter ended December 31, 2019 were as follows:

 

Period   Total
Number of
Shares
Purchased
   Average
Price Paid
Per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
   Maximum Number
of Shares that May
Yet Purchased
Under Plans or
Programs (1)
 
 October 1 - 31, 2019                     -   $                     -                     -    833,000 
 November 1 - 30, 2019    -   $-    -    833,000 
 December 1 - 31, 2019    -   $-    -    833,000 
      -         -      

 

(1) On November 19, 2018, the Company announced that the Board of Directors had approved a third stock repurchase program authorizing the Company to repurchase up 900,000 shares of common stock, approximately 10% of the Company's then outstanding shares.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable

 

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Item 6. Exhibits

 

Exhibit No. Description

 

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0 Section 1350 Certifications
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document.

 

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.

 

PRUDENTIAL BANCORP, INC.

 

Date: February 10, 2020 By: /s/ Dennis Pollack
  Dennis Pollack
  President and Chief Executive Officer
 
Date: February 10, 2020 By: /s/ Jack E. Rothkopf
  Jack E. Rothkopf
  Senior Vice President, Chief Financial Officer and Treasurer

 

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