UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  20549

 

FORM 10-Q

 

(Mark One)

 

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

For the quarterly period ended December 31, 2017

OR

For the quarterly period ended December 31, 2018
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

For the transition period from                     to                        

Commission file number: 000-55084

 

Prudential Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania46-2935427
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
 

1834 West Oregon Avenue

19145

Philadelphia, Pennsylvania

Zip Code

19145

(Address of Principal Executive Offices)(Zip Code)

 

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

(215) 755-1500

(Registrant’s Telephone Number, Including Area Code)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).

xYes¨  No

xYes   ¨ No

 

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

 

Large accelerated filer¨¨Accelerated filerx
Non-accelerated filer  ¨¨(Do not check if a smaller reporting company)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).

¨ Yesx No

¨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, 2018,2019, 10,819,006 shares were issued and 8,981,3168,897,508 were outstanding.

 

 

 

 

  

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

  PAGE
PART IFINANCIAL INFORMATION: 
   
Item 1.Consolidated Financial Statements1
   
 Unaudited Consolidated Statements of Financial Condition December 31, 20172018 and September 30, 201720182
   
 Unaudited Consolidated Statements of Operations for the Three  Months Ended December 31, 20172018 and 201620173
   
 Unaudited Consolidated Statements of Comprehensive Income (Loss) for for the Three Months Ended December 31, 20172018 and 201620174
   
 Unaudited Consolidated Statements of Changes in   Stockholders’ Equity for the Three Months Ended December 31, 20172018 and 201620175
   
 Unaudited Consolidated Statements of Cash Flows for the  Three Months Ended December 31, 20172018 and 201620176
   
 Notes to Unaudited Consolidated Financial Statements7
   
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations3938
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk5251
   
Item 4.Controls and Procedures5251
   
PART IIOTHER INFORMATION
   
Item 1.Legal Proceedings5352
   
Item 1A.Risk Factors53
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds5453
   
Item 3.Defaults Upon Senior Securities5453
   
Item 4.Mine Safety Disclosures5453
   
Item 5.Other Information5453
   
Item 6.Exhibits5554
   
SIGNATURES5554

 

 1 

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

 

 December 31, September 30,  December 31, September 30, 
 2017 2017  2018 2018 
 (Dollars in Thousands, except per share data)  (Dollars in Thousands, Except Per Share Data) 
ASSETS                
                
Cash and amounts due from depository institutions $2,477  $2,274  $2,220  $2,457 
Interest-bearing deposits  14,182   25,629   7,678   45,714 
                
Total cash and cash equivalents  16,659   27,903   9,898   48,171 
                
Certificates of deposit  1,604   1,604   1,604   1,604 
Investment and mortgage-backed securities available for sale (amortized cost— December 31, 2017, $217,350; September 30, 2017, $180,087)  214,570   178,402 
Investment and mortgage-backed securities held to maturity (fair value— December 31, 2017, $62,156; September 30, 2017, $60,179)  63,377   61,284 
Loans receivable—net of allowance for loan losses (December 31, 2017, $4,676; September 30, 2017, $4,466)  579,987   571,343 
Investment and mortgage-backed securities available for sale (amortized cost— December 31, 2018, $400,283; September 30, 2018, $316,719)  393,152   306,187 
Investment and mortgage-backed securities held to maturity (fair value— December 31, 2018, $54,969; September 30, 2018, $55,927)  57,605   59,852 
Equity securities (amortized cost December 31, 2018, $6)  28   - 
Loans receivable—net of allowance for loan losses (December 31, 2018, $5,167; September 30, 2018, $5,167)  588,511   602,932 
Accrued interest receivable  3,452   2,825   4,140   3,825 
Real estate owned  363   192   1,027   1,026 
Federal Home Loan Bank stock—at cost  6,859   6,002 
Restricted Bank stock—at cost  10,081   7,585 
Office properties and equipment—net  7,711   7,804   7,310   7,439 
Bank owned life insurance  28,212   28,048   28,048   28,691 
Deferred tax assets-net  2,836   4,091   4,216   4,655 
Goodwill  6,102   6,102   6,102   6,102 
Core deposit intangible  672   709   538   571 
Prepaid expenses and other assets  1,346   3,231   2,902   2,530 
TOTAL ASSETS $933,750  $899,540  $1,115,162  $1,081,170 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
                
LIABILITIES:                
Deposits:                
Noninterest-bearing $11,578  $9,375  $14,306  $13,677 
Interest-bearing  640,454   626,607   738,057   770,581 
Total deposits  652,032   635,982   752,363   784,258 
Advances from Federal Home Loan Bank (short-term)  30,000   20,000   68,500   10,000 
Advances from Federal Home Loan Bank (long-term)  106,916   94,318   148,901   144,683 
Accrued interest payable  641   1,933   1,557   3,232 
Advances from borrowers for taxes and insurance  3,498   2,207   3,410   2,083 
Accounts payable and accrued expenses  7,249   8,921   9,753   8,505 
                
Total liabilities  800,336   763,361   984,484   952,761 
                
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 8,981,755 outstanding at December 31, 2017; 10,819,006 issued and 9,008,125 outstanding at September 30, 2017  108   108 
Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 8,892,964 outstanding at December 31, 2018; 10,819,006 issued and 8,987,356 outstanding at September 30, 2018  108   108 
Additional paid-in capital  119,039   118,751   118,621   118,345 
Treasury stock, at cost: 1,837,251 shares at December 31, 2017 and 1,810,881 shares at September 30, 2017  (27,296)  (26,707)
Treasury stock, at cost: 1,926,042 shares at December 31, 2018 and 1,831,650 shares at September 30, 2018  (29,399)  (27,744)
Retained earnings  43,328   44,787   47,381   45,854 
Accumulated other comprehensive loss  (1,765)  (760)  (6,033)  (8,154)
                
Total stockholders' equity  133,414   136,179   130,678   128,409 
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $933,750  $899,540  $1,115,162  $1,081,170 

 

See notes to unaudited consolidated financial statements.

 

 2 

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 Three Months Ended
December 31,
  

Three Months Ended

December 31,

 
 2017 2016  2018 2017 
 (Dollars in Thousands, Except Per Share Data)  (Dollars in Thousands, Except Per Share Data) 
INTEREST INCOME:                
Interest on loans $6,107  $3,325  $6,462  $6,107 
Interest on mortgage-backed securities  842   571   1,755   842 
Interest and dividends on investments  949   606   1,532   949 
Interest on interest-bearing assets  138   3   252   138 
                
Total interest income  8,036   4,505   10,001   8,036 
                
INTEREST EXPENSE:                
Interest on deposits  1,412   691   3,040   1,412 
Interest on advances from Federal Home Loan Bank (short-term)  82   73   67   82 
Interest on advances from Federal Home Loan Bank (long-term)  406   93   879   406 
                
Total interest expense  1,900   857   3,986   1,900 
                
NET INTEREST INCOME  6,136   3,648   6,015   6,136 
                
PROVISION FOR LOAN LOSSES  210   185   -   210 
                
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES  5,926   3,463   6,015   5,926 
                
NON-INTEREST INCOME:                
Fees and other service charges  167   124   178   167 
Gain on sale of loans, net  -   44 
Income from bank owned life insurance  164   166   154   164 
Other  84   24   48   84 
                
Total non-interest income  415   358   380   415 
                
NON-INTEREST EXPENSE:                
Salaries and employee benefits  1,974   1,569   2,174   1,974 
Data processing  176   112   183   176 
Professional services  792   319   401   792 
Office occupancy  271   170   238   271 
Depreciation  156   82   155   156 
Director compensation  59   68   65   59 
Advertising  60   37   81   60 
Core deposit amortization  37   -   33   37 
Other  518   363   662   518 
Total non-interest expense  4,043   2,720   3,992   4,043 
                
INCOME BEFORE INCOME TAXES  2,298   1,101   2,403   2,298 
                
INCOME TAXES:                
Current expense  648   470   559   648 
Deferred tax (benefit)  1,616   (100)
Deferred tax (benefit) expense  (130)  1,616 
                
Total income tax expense  2,264   370   429   2,264 
                
NET INCOME $34  $731  $1,974  $34 
                
BASIC EARNINGS PER SHARE $0.004  $0.100  $0.22  $0.004 
                
DILUTED EARNINGS PER SHARE $0.004  $0.100  $0.22  $0.004 
                
DIVIDENDS PER SHARE $0.20  $0.03  $0.05  $0.20 

 

See notes to unaudited consolidated financial statements.

 

 3 

 

  

PRUDENTIAL bancorp, inc. and subsidiarIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSINCOME (LOSS)

 

  Three months ended December 31, 
  2017  2016 
       
  (Dollars in Thousands) 
Net income $34  $731 
         
Unrealized holding losses on available-for-sale securities  (1,107)  (3,456)
Tax effect  376   1,177 
Unrealized holding gain on interest rate swaps  44   733 
Tax effect  (15)  (249)
         
Total other comprehensive loss  (702)  (1,795)
         
Comprehensive loss $(668) $(1,064)
  Three months ended December 31, 
  2018  2017 
  (Dollars in Thousands) 
Net income $1,974  $34 
         
Unrealized holding gains (losses) on available-for-sale securities  3,424   (1,107)
Tax effect  (719)  376 
Unrealized holding (losses) gains on interest rate swaps  (739)  44 
Tax effect  155   (15)
Total other comprehensive income (loss)  2,121   (702)
         
Comprehensive income (loss) $4,095  $(668)

  

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  Loss  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 shares award expense      157               157 
                         
BALANCE, December 31, 2018 $108  $118,621  $(29,399) $47,381  $(6,033) $130,678 

 

                 Accumulated    
     Additional  Unearned        Other  Total 
  Common  Paid-In  ESOP  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Stock  Earnings  Loss  Equity 
  (Dollars in Thousands, Except Per Share Data) 
BALANCE, October 1, 2017 $108  $118,751  $-  $(26,707) $44,787  $(760) $136,179 
                             
Net income                  34       34 
                             
Other comprehensive loss                      (702)  (702)
                             
Dividends paid ($0.20 per share)                  (1,796)      (1,796)
                             
Purchase of Treasury Stock (48,541 shares)              (898)          (898)
Treasury Stock used for employee benefit plans (22,171 shares)              309           309 
                             
Stock option expense      169                   169 
                             
Recognition and Retention Plan expense      119                   119 
                             
Reclassification due to change in feceral income tax rate                  303   (303)  - 
                             
BALANCE, December 31, 2017 $108  $119,039  $-  $(27,296) $43,328  $(1,765) $133,414 

                 Accumulated    
     Additional  Unearned        Other  Total 
  Common  Paid-In  ESOP  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Shares  Stock  Earnings  (Loss) Income  Equity 
  (Dollars in Thousands, Except Per Share Data) 
BALANCE, Octoober 1, 2016 $95  $95,713  $(4,550) $(21,098) $43,044  $798  $114,002 
                             
Net income                  731       731 
                             
Other comprehensive loss                      (1,795)  (1,795)
                             
Dividends paid ($0.03 per share)                  (225)      (225)
                             
Stock option expense      130                   130 
                             
Recognition and Retention Plan expense      134                   134 
                             
ESOP shares committed to be released (8,879 shares)      45   94               139 
                             
BALANCE, December 31, 2016 $95  $96,022  $(4,456) $(21,098) $43,550  $(997) $113,116 
              Accumulated    
     Additional        Other  Total 
  Common  Paid-In  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Stock  Earnings  Loss  Equity 
  (Dollars in Thousands, Except Per Share Data) 
BALANCE, October 1, 2017 $108  $118,751  $(26,707) $44,787  $(760) $136,179 
                         
Net income              34       34 
                         
Other comprehensive loss                  (702)  (702)
                         
Dividends paid ($0.20 per share)              (1,796)      (1,796)
                         
Purchase of treasury stock (48,541 shares)          (898)          (898)
Treasury stock used for employee benefit plans  (22,171 shares)          309           309 
                         
Stock option expense      169               169 
                         
Restricted shares award expense      119               119 
                         
Reclassification due to change in feceral income tax rate              303   (303)  - 
                         
BALANCE, December 31, 2017 $108  $119,039  $(27,296) $43,328  $(1,765) $133,414 

 

See notes to unaudited consolidated financial statements.

 

 5 

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 Three Months Ended  December 31,  Three Months Ended  December 31, 
 2017 2016  2018 2017 
 (Dollars in Thousands)  (Dollars in Thousands) 
OPERATING ACTIVITIES:                
Net income $34  $731  $1,974  $34 
Adjustments to reconcile net income to net cash used in operating activities:        
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Depreciation  156   82   155   156 
Net (accretion) amortization of premiums/discounts  53   (9)  (435)  53 
Provision for loan losses  210   185   -   210 
Net amortization of deferred loan fees and costs  3   46   (7)  3 
Share-based compensation expense for stock options and awards  288   264   308   288 
Income from bank owned life insurance  (164)  (166)  (154)  (164)
Gain from sale of loans  -   (44)
Proceeds from sale of loans held for sale  -   2,478 
Compensation expense of ESOP  -   139 
Deferred income tax expense (benefit)  1,616   (100)
Deferred income tax (benefit) expense  (130)  1,616 
Changes in assets and liabilities which used cash:                
Accrued interest receivable  (627)  (147)  (315)  (627)
Prepaid escrow for the Polonia Merger  -   (18,949)
Accrued interest payable  (1,292)  (1,226)  (1,675)  (1,292)
Net other  24   (1,489)  285   24 
Net cash provided by (used in) operating activities  301   (18,205)
Net cash provided by operating activities  6  301 
INVESTING ACTIVITIES:                
Purchase of investment and mortgage-backed securities available for sale  (40,641)  -   (86,650)  (40,641)
Purchase of investment securities held for maturity  (2,458)  (5,061)  -   (2,458)
Loans originated or acquired  (28,346)  (27,848)  (30,865)  (28,346)
Principal collected on loans  19,475   20,637   45,430   19,475 
Principal payments received on investment and mortgage-backed securities:                
Held-to-maturity  345   295   2,230   345 
Available-for-sale  3,332   2,607   3,978   3,332 
Purchase of FHLB stock  (857)  (507)  (3,270)  (857)
Purchase of BOLI  -   (10,000)
Proceeds from redemption of Federal Home Loan Bank stock  774   - 
Purchases of equipment  (63)  (6)  (26)  (63)
Net cash used in investing activities  (49,213)  (19,883)  (68,399)  (49,213)
FINANCING ACTIVITIES:                
Net decrease in demand deposits, NOW accounts, and savings accounts  (5,691)  (1,105)  (3,125)  (5,691)
Net increase in certificates of deposit  21,741   20,119 
Net (decrease) increase in certificates of deposit  (28,716)  21,741 
Net proceeds from FHLB advances (short-term)  10,000   29,012   58,500   10,000 
Proceeds from FHLB advances (long-term)  26,000   -   23,500   26,000 
Repayment of FHLB advances (long-term)  (13,287)  (14,850)  (19,232)  (13,287)
Increase in advances from borrowers for taxes and insurance  1,290   765   1,327   1,290 
Cash dividends paid  (1,796)  (225)  (447)  (1,796)
Treasury stock used for employee benefit plans  309   -   -   309 
Purchase of treasury stock  (898)  -   (1,687)  (898)
Net cash provided by financing activities  37,668   33,716   30,120   37,668 
                
NET DECREASE IN CASH AND CASH EQUIVALENTS  (11,244)  (4,372)  (38,273)  (11,244)
                
CASH AND CASH EQUIVALENTS—Beginning of period  27,903   12,440   48,171   27,903 
                
CASH AND CASH EQUIVALENTS—End of period $16,659  $8,068  $9,898  $16,659 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Interest paid on deposits and advances from Federal        
Home Loan Bank $3,192  $2,083 
Interest paid on deposits and advances from Federal Home Loan Bank $5,661  $3,192 
                
Income taxes paid $-  $650  $-  $- 
                
SUPPLEMENTAL DISCLOSURE OF NONCASH ITEMS:                
Real estate acquired in settlement of loans $171  $-  $-  $171 

 

See notes to unaudited consolidated financial statements.

  

 6 

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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(whichoffice (which includes a branch office), administrative office, and 10nine additional full-service branch offices. NineEight 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 1110 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.

 

On June 2, 2016, the Company announced the entering into of a definitive merger agreement with Polonia Bancorp, Inc. (“Polonia Bancorp”); effective January 1, 2017, Polonia Bancorp merged with and into the Company, and Polonia Bank, Polonia’s wholly owned subsidiary, merged with and into the Bank.

 

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, 20172018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2018,2019, 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, 2017.2018. 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 84 through 88 of the Form 10K10-K for the year ended September 30, 2017.2018.

 

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.

 

 7 

 

RecentRecently Adopted Accounting Pronouncements

 

In May 2014,Effective October 1, 2018, the FASB issuedCompany adopted ASU 2014-09Revenue from Contracts with Customers – Topic 606  (a new revenue recognition standard).and all subsequent ASUs that modified ASC 606. The Update’s core principle is thatCompany has elected to apply the standard utilizing the modified retrospective approach with a company will recognize revenuecumulative effect of adoption for the impact fromuncompleted contracts at the date of adoption. The adoption of this guidance did not result in a change to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Since the guidance scopes out revenue associated with financial instruments, including loan receivables and investment securities, we do not expect the adoption of the new standard, or any of the amendments, to result in a material changein-scope revenue streams; as such, no cumulative effect adjustments were recorded.

Management determined that the primary sources of revenue emanating from our current accounting forinterest and dividend income on loans and securities along with noninterest revenue becauseresulting from investment security gains, loan servicing, gains on the majoritysale of the Company's revenue isloans, commitment fees, fees from financial guarantees, certain credit cards fees, and income on bank-owned life insurance are not within the scope of TopicASC 606. However, we do expect thatAs a result, no changes were made during the standard will resultperiod related to these sources of revenue, which cumulatively comprise 98 percent of the total revenue of the Company. Services within the scope of ASC 606 include income from service charges on deposit accounts, other service income, ATM fees and gain on sale of OREO, net. For these accounts, fees are related to specific customer transactions and are attributable to specific performance obligations of the Bank where the revenue is recognized at a defined point in new disclosure requirements, which are currently being evaluated.time, completion of the requested service/transaction.

 

In January 2016, the FASB issued ASU 2016-01,Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments inThe adoption of this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that aredid not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating thehave a significant impact the adoption of the standard will have on the Company’s financial position or results of operationsstatements.

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02,Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018 and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact on the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s balance sheet is estimated to result in less than a 1one percent increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption.

 

 8 

 

  

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 effectedaffected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. 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 August 2016, the FASB issued ASU 2016-15,Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing diversity in practice. Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.

In January 2017, the FASB issued ASU 2017-01,Business Combinations (Topic 805), Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities (collectively referred to as a “set”) is a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update should be applied prospectively on or after the effective date. This Update is not expected to have a significant impact on the Company’s financial statements.

9

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

In February 2017, the FASB issued ASU 2017-05,Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20).The amendments in this Update clarify what constitutes a financial asset within the scope of Subtopic 610-20. The amendments also clarify that entities should identify each distinct nonfinancial asset or in substance nonfinancial asset that is promised to a counterparty and to derecognize each asset when the counterparty obtains control. There is also additional guidance provided for partial sales of a nonfinancial asset and when derecognition, and the related gain or loss, should be recognized. The amendments in this Update are effective at the same time as the amendments in Update 2014-09. Therefore, for public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. For all other entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods 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 March 2017, the FASB issued ASU 2017-08,Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20).The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginningbeginning after December 15, 2018.For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and results of operations.

 

In May 2017,June 2018, the FASB issued ASU 2017-09,2018-07,Compensation – Stock Compensation (Topic 718), which affects any entity that changessimplified the terms or conditions of aaccounting for nonemployee share-based payment award.  This Update amendstransactions. The amendments in this update expand the definitionscope of modification by qualifying that modification accounting does not applyTopic 718 to changes to outstandinginclude share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update improve the following areas of nonemployee share-based payment accounting; (a) the overall measurement objective, (b) the measurement date, (c) awards that do not affect the total fairwith performance conditions, (d) classification reassessment of certain equity-classified awards, (e) calculated value vesting requirements, or equity/liability classification of the awards.(nonpublic entities only), and (f) intrinsic value (nonpublic entities only). The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date.This Update is not expected to have a significant impact on the Company’s financial statements.

10

In August 2017, the FASB issued ASU 2017-12,Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, andincluding interim periods within thosethat fiscal years.year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted in any period after issuance. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. 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 JanuaryAugust 2018, the FASB issued ASU 2018-01,2018-13,LeasesFair Value Measurement (Topic 842)820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements, which provides an optional transition practical expedient. The Update removes the requirement to not evaluate under Topic 842 existing or expired land easements that were not previously accounteddisclose the amount of and reasons for as leases undertransfers between Level I and Level II of the current lease guidancefair 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 Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginningunrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoptionend of the new lease requirements in Topic 842reporting period and the range and weighted average of significant unobservable inputs used to assess whether they meet the definition of a lease. Thedevelop Level III fair value measurements. This Update is effective datefor all entities for fiscal years, and transition requirements for the amendments are the same as the effective date and transition requirements in ASU 2016-02 Topic 842.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 andor 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, 
  2017  2016 
  Basic  Diluted  Basic  Diluted 
  (Dollars in Thousands Except Per Share Data) 
             
Net income $34  $34  $731  $731 
Weighted average shares outstanding  8,855,116   8,855,116   7,333,531   7,333,531 
Effect of common stock equivalents  -   357,871   -   320,745 
Adjusted weighted average shares used in earnings per share computation  8,855,116   9,212,987   7,333,531   7,654,276 
Earnings per share - basic and diluted $0.004  $0.004  $0.100  $0.096 

11

  Three Months Ended December 31, 
  2018  2017 
  Basic  Diluted  Basic  Diluted 
  (Dollars in Thousands, Except Per Share Data) 
             
Net income $1,974  $1,974  $34  $34 
                 
Weighted average shares outstanding  8,804,096   8,804,096   8,855,116   8,855,116 
Effect of common stock equivalents  -   189,276   -   357,871 
Adjusted weighted average shares used in earnings per share computation  8,804,096   8,993,372   8,855,116   9,212,987 
Earnings per share - basic and diluted $0.22  $0.22  $0.004  $0.004 

 

All exercisable stock options outstanding asAs of December 31, 2018 and 2017, there were 666,526 and 2016890,616 shares of common stock, respectively, subject to options with an exercise price less than the then current market and which were included in the computation of diluted earnings per share. At December 31, 2018 and 2017, there were 198,084 and 1,413 shares that had exercise prices belowgreater than the then current per share market price for the Company’s common stockvalue and were considered dilutive for the earnings per share calculation.anti-dilutive at such dates.

 

3.ACCUMULATED OTHER COMPREHENSIVE 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, 
  2018  2018  2018  2017  2017  2017 
  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 $(8,320) $166  $(8,154) $(1,091) $331  $(760)
Other comprehensive (loss)income before reclassification  2,705   (584)  2,121   (731)  29   (702)
Total  (5,615)  (418)  (6,033)  (1,822)  360   (1,462)
Reclassification due to change in federal income tax rate  -   -   -   (303)  -   (303)
Ending balance, December 31 $(5,615) $(418) $(6,033) $(2,125) $360  $(1,765)

  Three Months Ended December 31,  Three Months Ended December 31, 
  2017  2017  2017  2016  2016  2016 
   Unrealized gain(loss) on AFS securities (a)   Unrealized gain(loss) on interest rate swaps (a)   Total accumulated other comprehensive income   Unrealized gain(loss) on AFS securities (a)   Unrealized gain(loss) on interest rate swaps (a)   Total accumulated other comprehensive income 
Beginning Balance, October 1 $(1,091) $331  $(760) $931  $(133) $798 
Other comprehensive (loss)income before reclassification  (731)  29   (702)  (2,279)  484   (1,795)
Total  (1,822)  360   (1,462)  (1,348)  351   (997)

Reclassification due to change in federal income tax rate

  (303)  -   (303)  -   -   - 
Ending Balance, December 31 $(2,125) $360  $(1,765) $(1,348) $351  $(997)
                         

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

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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, 2017 
     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
  Cost  Gains  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:                
U.S. government and agency obligations $25,927  $-  $(430) $25,497 
Mortgage-backed securities - U.S. government agencies  134,588   175   (2,473)  132,290 
Corporate bonds  56,829   226   (339)  56,716 
Total debt securities available for sale  217,344   401   (3,242)  214,503 
                 
FHLMC preferred stock  6   61   -   67 
                 
Total securities available for sale $217,350  $462  $(3,242) $214,570 
                 
Securities Held to Maturity:                
U.S. government and agency obligations $33,500  $197  $(1,688) $32,009 
Mortgage-backed securities - U.S. government agencies  6,664   233   (66)  6,831 
State and political subdivisions  23,213   195   (92)  23,316 
                 
Total securities held to maturity $63,377  $625  $(1,846) $62,156 

  September 30, 2017 
     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
  Cost  Gains  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:            
  U.S. government and agency obligations $26,125  $9  $(335) $25,799 
  Mortgage-backed securities - U.S.                
   government agencies  119,456   146   (1,475)  118,127 
  Corporate debt securities  34,500   185   (285)  34,400 
     Total debt securities available for sale  180,081   340   (2,095)  178,326 
                 
  FHLMC preferred stock  6   70   -   76 
                 
           Total securities available for sale $180,087  $410  $(2,095) $178,402 
                 
Securities Held to Maturity:                
  U.S. government and agency obligations $33,500  $229  $(1,688) $32,041 
  State and political subdivisions  20,781   165   (104)  20,842 
  Mortgage-backed securities - U.S.                
   government agencies  7,003   304   (11)  7,296 
                 
           Total securities held to maturity $61,284  $698  $(1,803) $60,179 
                 

  December 31, 2018 
     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
  Cost  Gains  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:                
U.S. government and agency obligations $25,280  $-  $(816) $24,464 
State and political subdivisions  22,717   69   (848)  21,938 
Mortgage-backed securities - U.S. government agencies  272,717   1,029   (4,495)  269,251 
Corporate bonds  79,569   260   (2,330)  77,499 
Total debt securities available for sale  400,283   1,358   (8,489)  393,152 
                 
Total securities available for sale $400,283  $1,358  $(8,489) $393,152 
                 
Securities Held to Maturity:                
U.S. government and agency obligations $31,500  $102  $(2,507) $29,095 
Mortgage-backed securities - U.S. government agencies  5,556   135   (80)  5,611 
State and political subdivisions  20,549   58   (344)  20,263 
                 
Total securities held to maturity $57,605  $295  $(2,931) $54,969 

 

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  September 30, 2018 
     Gross  Gross    
  Amortized  Unrealized  Unrealized  Fair 
  Cost  Gains  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:                
U.S. government and agency obligations $25,562  $-  $(1,391) $24,171 
State and political subdivisions  22,078   -   (542)  21,536 
Mortgage-backed securities - U.S. government agencies  193,451   77   (6,168)  187,360 
Corporate debt securities  75,622   -   (2,539)  73,083 
Total debt securities available for sale  316,713   77   (10,640)  306,150 
                 
FHLMC preferred stock  6   31   -   37 
                 
Total securities available for sale $316,719  $108  $(10,640) $306,187 
                 
Securities Held to Maturity:                
U.S. government and agency obligations $33,500  $85  $(3,311) $30,274 
State and political subdivisions  20,574   2   (696)  19,880 
Mortgage-backed securities - U.S. government agencies  5,778   148   (153)  5,773 
                 
Total securities held to maturity $59,852  $235  $(4,160) $55,927 

As of December 31, 20172018, the Bank maintained $104.9$142.0 million in a safekeeping account at the FHLB of Pittsburgh used for collateral as a convenience. The Bank is not required to maintain any specific collateral for its borrowings; therefore these securities are not restricted and could be sold or transferred if needed.

 

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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, 2017:2018:

 

 Less than 12 months  More than 12 months  Total  Less than 12 months  More than 12 months  Total 
 Gross     Gross     Gross     Gross     Gross     Gross    
 Unrealized Fair Unrealized  Fair Unrealized Fair  Unrealized Fair Unrealized Fair Unrealized Fair 
 Losses  Value  Losses  Value  Losses  Value  Losses  Value  Losses  Value  Losses  Value 
 (Dollars in Thousands)  (Dollars in Thousands) 
Securities Available for Sale:                                                
U.S. government and agency obligations $(19) $4,919  $(411) $20,578  $(430) $25,497  $-  $-  $(816) $24,464  $(816) $24,464 
Mortgage-backed securities - US government agencies  (1,404)  80,664   (1,069)  38,269   (2,473)  118,933   (638)  65,310   (3,857)  93,540   (4,495)  158,850 
State and political subdivisions  (848)  16,552   -   -   (848)  16,552 
Corporate bonds  (206)  25,331   (133)  3,928   (339)  29,259   (136)  14,780   (2,194)  44,850   (2,330)  59,630 
                                                
Total securities available for sale $(1,629) $110,914  $(1,613) $62,775  $(3,242) $173,689  $(1,622) $96,642  $(6,867) $162,854  $(8,489) $259,496 
                                                
Securities Held to Maturity:                                                
U.S. government and agency obligations $(114) $2,886  $(1,574) $25,927  $(1,688) $28,813  $-  $-  $(2,507) $27,993  $(2,507) $27,993 
Mortgage-backed securities - US government agencies  (43)  1,544   (23)  1,132   (66)  2,676   (80)  2,095   -   -   (80)  2,095 
State and political subdivisions  (77)  8,322   (15)  1,798   (92)  10,120   (344)  11,475   -   -   (344)  11,475 
                                                
Total securities held to maturity $(234) $12,752  $(1,612) $28,857  $(1,846) $41,609  $(424) $13,570  $(2,507) $27,993  $(2,931) $41,563 
                        
Total $(2,046) $110,212  $(9,374) $190,847  $(11,420) $301,059 

13

 

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, 2017:2018:

 

13

 Less than 12 months  More than 12 months  Total  Less than 12 months  More than 12 months  Total 
 Gross     Gross     Gross     Gross     Gross     Gross    
 Unrealized Fair Unrealized Fair Unrealized Fair  Unrealized Fair Unrealized Fair Unrealized Fair 
 Losses  Value  Losses  Value  Losses  Value  Losses  Value  Losses  Value  Losses  Value 
 (Dollars in Thousands)  (Dollars in Thousands) 
Securities Available for Sale:                                                
U.S. government and agency obligations $(335) $20,655  $-  $-  $(335) $20,655  $(89) $4,479  $(1,302) $19,692  $(1,391) $24,171 
Mortgage-backed securities - U.S. government agencies  (1,135)  77,176   (340)  11,684   (1,475)  88,860 
Corporate debt securities  (285)  22,511   -  -   (285)  22,511 
Mortgage-backed securities - US government agencies  (1,821)  92,851   (4,347)  86,268   (6,168)  179,119 
State and political subdivisions  (542)  21,536   -   -   (542)  21,536 
Corporate bonds  (1,719)  58,753   (820)  14,330   (2,539)  73,083 
                                                
Total securities available for sale $(1,755) $120,342  $(340) $11,684  $(2,095) $132,026  $(4,171) $177,619  $(6,469) $120,290  $(10,640) $297,909 
                                                
Securities Held to Maturity:                                                
U.S. government and agency obligations $(1,688) $28,813  $- $-  $(1,688) $28,813  $-  $-  $(3,311) $27,190  $(3,311) $27,190 
Mortgage-backed securities - U.S. government agencies  (11)  1,176   -  -   (11)  1,176 
Corporate debt securities  -   -   -   -   -   - 
Mortgage-backed securities - US government agencies  (106)  2,630   (46)  930   (152)  3,560 
State and political subdivisions  (104)  7,854   -  -   (104)  7,854   (234)  11,238   (463)  6,618   (697)  17,856 
                                                
Total securities held to maturity $(1,803) $37,843  $-  $-  $(1,803) $37,843  $(340) $13,868  $(3,820) $34,738  $(4,160) $48,606 
                                                
Total $(3,558) $158,185  $(340) $11,684  $(3,898) $169,869  $(4,511) $191,487  $(10,289) $155,028  $(14,800) $346,515 

 

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, 20172018 and 2016,2017, the Company did not record any credit losses on investment securities through earnings.

 

14

U.S. Government and Agency Obligations -At December 31, 2017,2018, there were twono securities in a gross unrealized loss position for less than 12 months while there were thirteen14 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 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, 2017.2018.

 

Mortgage-Backed Securities –At December 31, 2017,2018, there were 2723 mortgage-backed securities in a gross unrealized loss position for less than 12 months, while there were 3156 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 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, 2017.2018.

 

Corporate Debt Securities – At December 31, 2017,2018, there were 21four securities in a gross unrealized loss for less than 12 months, while there were fivetwenty-eight securities in a gross unrealized loss position for more than 12 months at such date. These securities are backedwere issued by publicly traded 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, 2017.2018.

 

State and political subdivisions– At December 31, 2017,2018, there were sixfive securities in a gross unrealized loss for less than 12 months, while there was one securitywere eight securities in a gross unrealized loss position for more than 12 months at such date. These securities are backedwere issued by local municipalities/school districts located in the Commonwealth of Pennsylvania 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, 2017.2018.

 

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.

15

  

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.

 

 December 31, 2017 
 Held to Maturity  Available for Sale  December 31, 2018 
          Held to Maturity  Available for Sale 
 Amortized Fair Amortized Fair  Amortized Fair Amortized Fair 
 Cost  Value  Cost  Value  Cost  Value  Cost  Value 
 (Dollars in Thousands)  (Dollars in Thousands) 
Due after one through five years $6,057  $6,112  $6,053  $6,044  $1,703  $1,702  $8,527  $8,334 
Due after five through ten years  23,846   23,613   50,776   50,672   23,759   23,130   95,221   92,642 
Due after ten years  26,810   25,600   25,927   25,497   26,587   24,526   23,818   22,925 
                                
Total $56,713  $55,325  $82,756  $82,213  $52,049  $49,358  $127,566  $123,901 

 

During the three month periods ended December 31, 20172018 and 2016,2017, the Company did not sell any securities.

15

 

5.LOANS RECEIVABLE

 

Loans receivable consist of the following:

 

  December 31,  September 30, 
  2017  2017 
  (Dollars in Thousands) 
One-to-four family residential $355,327  $351,298 
Multi-family residential  16,825   21,508 
Commercial real estate  115,233   127,644 
Construction and land development  151,830   145,486 
Commercial business  3,333   488 
Leases  3,617   4,240 
Consumer  1,903   1,943 
         
Total loans  648,068   652,607 
         
Undisbursed portion of loans-in-process  (60,566)  (73,858)
Deferred loan fees  (2,839)  (2,940)
Allowance for loan losses  (4,676)  (4,466)
         
Net loans $579,987  $571,343 

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, 2017:

  One- to-four
family
residential
  Multi-family
residential
  Commercial
real estate
  Construction
and land
development
  Commercial
business
  Leases  Consumer  Unallocated  Total 
  (Dollars in Thousands) 
Allowance for Loan Losses:                                    
Individually evaluated for impairment $-  $-  $-  $-  $-  $-  $-  $-  $- 
Collectively evaluated for impairment  1,270   158   1,064   1,621   26   20   24   493   4,676 
Total ending allowance balance $1,270  $158  $1,064  $1,621  $26  $20  $24  $493  $4,676 
                                     
Loans:                                    
Individually evaluated for impairment $11,102  $312  $3,765  $8,734  $-  $-  $10      $23,923 
Collectively evaluated for impairment  344,225   16,513   111,468   143,096   3,333   3,617   1,893       624,145 
Total loans $355,327  $16,825  $115,233  $151,830  $3,333  $3,617  $1,903      $648,068 
  December 31,  September 30, 
  2018  2018 
  (Dollars in Thousands) 
One-to-four family residential $322,525  $324,865 
Multi-family residential  34,556   34,355 
Commercial real estate  113,145   119,511 
Construction and land development  147,669   160,228 
Loans to financial institutions  6,000   6,000 
Commercial business  17,474   17,792 
Leases  1,472   1,687 
Consumer  898   953 
         
Total loans  643,739   665,391 
         
Undisbursed portion of loans-in-process  (47,190)  (54,474)
Deferred loan fees  (2,871)  (2,818)
Allowance for loan losses  (5,167)  (5,167)
         
Net loans $588,511  $602,932 

  

 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, 2018:

  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  1,427   372   1,147   1,445   193   67   16   13   487   5,167 
Total ending allowance balance $1,427  $372  $1,147  $1,445  $193  $67  $16  $13  $487  $5,167 
                                         
Loans:                                        
Individually evaluated for impairment $5,234  $293  $2,208  $8,753  $-  $-  $-  $10      $16,498 
Collectively evaluated for impairment  317,291   34,263   110,937   138,916   17,474   6,000   1,472   888       627,241 
Total loans $322,525  $34,556  $113,145  $147,669  $17,474  $6,000  $1,472  $898      $643,739 

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, 2017:2018:

 

 One- to-four
family
residential
  Multi-family
residential
  Commercial
real estate
  Construction
and land
development
  Commercial
business
  Leases  Consumer  Unallocated  Total  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)  (Dollars in Thousands) 
Allowance for Loan Losses:                                                                            
Individually evaluated for impairment $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $-  $- 
Collectively evaluated for impairment  1,241   205   1,201   1,358   4   23   24   410   4,466   1,343   347   1,154   1,554   187   64   18   18   482   5,167 
Total ending allowance balance $1,241  $205  $1,201  $1,358  $4  $23  $24  $410  $4,466  $1,343  $347  $1,154  $1,554  $187  $64  $18  $18  $482  $5,167 
                                                                            
Loans:                                                                            
Individually evaluated for impairment $8,277  $317  $2,337  $8,724  $-  $-  $10      $19,665  $5,081  $298  $1,919  $8,750  $-  $-  $-  $-      $16,048 
Collectively evaluated for impairment  343,021   21,191   125,307   136,762   488   4,240   1,933       632,942   319,784   34,057   117,592   151,478   17,792   6,000   1,687   953       649,343 
Total loans $351,298  $21,508  $127,644  $145,486  $488  $4,240  $1,943      $652,607  $324,865  $34,355  $119,511  $160,228  $17,792  $6,000  $1,687  $953      $665,391 

 

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, and 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 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, 2017,2018, segregated by those for which a specific allowance was required and those for which a specific allowance was not required.

 

17

      Impaired            Impaired      
      Loans with            Loans with      
 Impaired Loans with No Specific       Impaired Loans with No Specific      
 Specific Allowance  Allowance  Total Impaired Loans  Specific Allowance  Allowance  Total Impaired Loans 
 (Dollars in Thousands)  (Dollars in Thousands) 
          Unpaid           Unpaid 
 Recorded Related Recorded Recorded Principal  Recorded Related Recorded Recorded Principal 
 Investment  Allowance  Investment  Investment  Balance  Investment  Allowance  Investment  Investment  Balance 
One-to-four family residential $-  $-  $11,102  $11,102  $11,421  $-  $-  $5,234  $5,234  $5,591 
Multi-family residential  -   -   312   312   312   -   -   293   293   293 
Commercial real estate  -   -   3,765   3,765   3,848   -   -   2,208   2,208   2,367 
Construction and land development  -   -   8,734   8,734   11,115   -   -   8,753   8,753   11,134 
Consumer  -   -   10   10   10   -   -   10   10   10 
Total loans $-  $-  $23,923  $23,923  $26,706  $-  $-  $16,498  $16,498  $19,395 

 

The following table presents impaired loans by class as of September 30, 2017,2018, segregated by those for which a specific allowance was required and those for which a specific allowance was not required.

 

      Impaired            Impaired      
      Loans with            Loans with      
 Impaired Loans with No Specific       Impaired Loans with No Specific      
 Specific Allowance  Allowance  Total Impaired Loans  Specific Allowance  Allowance  Total Impaired Loans 
 (Dollars in Thousands)  (Dollars in Thousands) 
          Unpaid           Unpaid 
 Recorded Related Recorded Recorded Principal  Recorded Related Recorded Recorded Principal 
 Investment  Allowance  Investment  Investment  Balance  Investment  Allowance  Investment  Investment  Balance 
One-to-four family residential $-  $-  $8,277  $8,277  $9,245  $-  $-  $5,081  $5,081  $5,432 
Multi-family  -   -   317   317   317   -   -   298   298   298 
Commercial real estate  -   -   2,337   2,337   2,449   -   -   1,919   1,919   2,057 
Construction and land development  -   -   8,724   8,724   11,105   -   -   8,750   8,750   11,131 
Consumer  -   -   10   10   10 
Total loans $-  $-  $19,665  $19,665  $23,126  $-  $-  $16,048  $16,048  $18,918 

18

  

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

 

18
  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 $16,274  $30  $6 

 

  Three Months Ended December 31, 2017 
  Average
Recorded
Investment
  Income
Recognized on
Accrual Basis
  Income
Recognized on
Cash Basis
 
  (Dollars in Thousands) 
One-to-four family residential $9,690  $34  $4 
Multi-family residential  315   6   - 
Commercial real estate  3,051   29   - 
Construction and land development  8,729   -   - 
Consumer  10   -   - 
Total loans $21,795  $69  $4 

 Three Months Ended December 31, 2016  Three Months Ended December 31, 2017 
 Average
Recorded
Investment
  Income
Recognized on
Accrual Basis
  Income
Recognized on
Cash Basis
  Average
Recorded
Investment
  Income
Recognized on
Accrual Basis
  Income
Recognized on
Cash Basis
 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $5,522  $17  $24  $9,690  $34  $4 
Multi-family residential  332   6   -   315   6   - 
Commercial real estate  2,938   17   11   3,051   29   - 
Construction and land development  10,399   -   -   8,729   -   - 
Consumer  10   -   - 
Total loans $19,191  $40  $35  $21,795  $69  $4 

 

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.”

 

19

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, 2018 
     Special     Total 
  Pass  Mention  Substandard  Loans 
  (Dollars in Thousands) 
One-to-four family residential $315,040  $2,251  $5,234  $322,525 
Multi-family residential  33,935   328   293   34,556 
Commercial real estate  106,805   4,132   2,208   113,145 
Construction and land development  138,916   -   8,753   147,669 
Loans to financial institutions  6,000   -   -   6,000 
Commercial business  17,474   -   -   17,474 
Total loans $618,170  $6,711  $16,488  $641,369 

 

  December 31, 2017 
     Special     Total 
  Pass  Mention  Substandard  Loans 
  (Dollars in Thousands) 
One-to-four family residential $-  $3,336  $4,217  $7,553 
Multi-family residential  16,513   -   312   16,825 
Commercial real estate  111,468   1,966   1,799   115,233 
Construction and land development  143,096   -   8,734   151,830 
Commercial business  3,333   -   -   3,333 
Total loans $274,410  $5,302  $15,062  $294,774 

 September 30, 2017  September 30, 2018 
    Special     Total     Special     Total 
 Pass  Mention  Substandard  Loans  Pass  Mention  Substandard  Loans 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $-  $1,635  $3,878  $5,513  $317,033  $2,751  $5,081  $324,865 
Multi-family residential  21,191   -   317   21,508   34,057   -   298   34,355 
Commercial real estate  125,307   1,449   888   127,644   115,670   1,922   1,919   119,511 
Construction and land development  136,763   -   8,723   145,486   151,478   -   8,750   160,228 
Loans to financial institutions  6,000   -   -   6,000 
Commercial business  488   -   -   488   17,792   -   -   17,792 
Total loans $283,749  $3,084  $13,806  $300,639  $642,030  $4,673  $16,048  $662,751 

 

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.

20

  

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, 2018 
     Non-  Total 
  Performing  Performing  Loans 
  (Dollars in Thousands) 
One-to-four family residential $319,088  $3,437  $322,525 
Leases  1,472   -   1,472 
Consumer  898   -   898 
Total loans $321,458  $3,437  $324,895 

 

  December 31, 2017 
     Non-  Total 
  Performing  Performing  Loans 
  (Dollars in Thousands) 
One-to-four family residential $344,225  $3,549  $347,774 
Leases  3,617   -   3,617 
Consumer  1,903   -   1,903 
Total loans $349,745  $3,549  $353,294 

 September 30, 2017  September 30, 2018 
    Non- Total     Non- Total 
 Performing  Performing  Loans  Performing  Performing  Loans 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $343,021  $2,764  $345,785  $321,853  $3,012  $324,865 
Leases $4,240   -  $4,240   1,687   -   1,687 
Consumer  1,943   -   1,943   953   -   953 
Total loans $349,204  $2,764  $351,968  $324,493  $3,012  $327,505 

 

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, 2017  December 31, 2018 
              90 Days+               90 Days+ 
    30-89 Days 90 Days + Total Total Non- Past Due     30-89 Days 90 Days + Total Total Non- Past Due 
 Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing  Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $348,012  $3,238  $4,077  $7,315  $355,327  $5,892  $-  $317,547  $2,514  $2,464  $4,978  $322,525  $3,437  $- 
Multi-family residential  16,825   -   -   -   16,825   -   -   34,395   161   -   161   34,556   -   - 
Commercial real estate  113,747   -   1,486   1,486   115,233   1,563   -   111,727   88   1,330   1,418   113,145   1,478   - 
Construction and land development  142,921   175   8,734   8,909   151,830   8,734   -   138,916   -   8,753   8,753   147,669   8,753   - 
Commercial business  3,333   -   -   -   3,333   -   -   17,474   -   -   -   17,474   -   - 
Loans to financial institutions  6,000   -   -   -   6,000   -   - 
Leases  3,617   -   -   -   3,617   -   -   1,472   -   -   -   1,472   -   - 
Consumer  1,903   -   -   -   1,903   -   -   841   57   -   57   898   -   - 
Total loans $630,358  $3,413  $14,297  $17,710  $648,068  $16,189  $-  $628,372  $2,820  $12,547  $15,367  $643,739  $13,668  $- 

 

 21 

 

  

 September 30, 2017  September 30, 2018 
              90 Days+               90 Days+ 
    30-89 Days 90 Days + Total Total Non- Past Due     30-89 Days 90 Days + Total Total Non- Past Due 
 Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing  Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $346,877  $1,746  $2,675  $4,421  $351,298  $5,107  $-  $321,749  $1,037  $2,079  $3,116  $324,865  $3,012  $- 
Multi-family residential  21,508   -   -   -   21,508   -   -   34,355   -   -   -   34,355   -   - 
Commercial real estate  125,157   1,000   1,487   2,487   127,644   1,566   -   117,335   722   1,454   2,176   119,511   1,627   - 
Construction and land development  136,762   -   8,724   8,724   145,486   8,724   -   151,478   -   8,750   8,750   160,228   8,750   - 
Commercial business  488   -   -   -   488   -   -   17,792   -   -   -   17,792   -   - 
Loans to financial institutions  6,000   -   -   -   6,000   -   - 
Leases  4,240   -   -   -   4,240   -   -   1,687   -   -   -   1,687   -   - 
Consumer  1,874   69   -   69   1,943   -   -   837   116   -   116   953   -   - 
Total loans $636,906  $2,815  $12,886  $15,701  $652,607  $15,397  $-  $651,233  $1,875  $12,283  $14,158  $665,391  $13,389  $- 

 

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.

 

22

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, 20172018 and 2016:2017:

 

22
  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 

 

  Three Months Ended December 31, 2017 
  One- to
four-family
residential
  Multi-
family
residential
  Commercial
real estate
  Construction
and land
development
  Commercial
business
  Leases  Consumer  Unallocated  Total 
  (Dollars in Thousands) 
ALLL balance at September 30, 2017 $1,241  $205  $1,201  $1,358  $4  $23  $24  $410  $4,466 
Charge-offs  -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   - 
Provision  29   (47)  (137)  263   22   (3)  -   83   210 
ALLL balance at December 31, 2017 $1,270  $158  $1,064  $1,621  $26  $20  $24  $493  $4,676 

 Three Months Ended December  31, 2016  Three Months Ended December  31, 2017 
 One- to
four-family
residential
  Multi-
family
residential
  Commercial
real estate
  Construction
and land
development
  Commercial
business
  Leases  Consumer  Unallocated  Total  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)  (Dollars in Thousands) 
ALLL balance at September 30, 2016 $1,627  $137  $859  $316  $1  $21  $10  $298  $3,269 
ALLL balance at September 30, 2017 $1,241  $205  $1,201  $1,358  $4  $-  $23  $24  $410  $4,466 
Charge-offs  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Provision  (63)  (2)  104   99   (1)  7   25   16   185   29   (47)  (137)  263   22   -   (3)  -   83   210 
ALLL balance at December 31, 2016 $1,471  $58  $359  $757  $-  $8  $8  $266  $3,454 
ALLL balance at December 31, 2017 $1,270  $158  $1,064  $1,621  $26  $-  $20  $24  $493  $4,676 

 

The Company recorded ano provision for loan losses in the amount of $210,000 for the three months period ended December 31, 2017,2018, compared to $185,000$210,000 for the same period in 2016.2017.

 

At December 31, 2017,2018, the Company had elevennine loans aggregating $7.6$6.0 million that were classified as troubled debt restructurings (“TDRs”). SevenFive of such loans aggregating $1.2 million$644,000 as of December 31, 20172018 were performing in accordance with the restructured terms and accruing interest. Three of the TDRs, totaling $4.9 million, which are classified as non-accrual totaling $4.9 million are a part of a troubled lending relationship totaling $10.7$10.6 million (after taking into account the previously disclosed $1.9 million write-down recognized during the quarter ending March 31, 2017 related to this borrowing relationship). The remaining TDR is also on non-accrual and consists of a $1.5 million$445,000 loan secured by various commercial and residential properties. No TDRs defaulted during the three month period ending December 31, 2017.

 

The Company restructureddid not restructure any loans during the three months ended December 31, 2018, while one loan was restructured with a balance of $77,000, during the three month period ended December 31, 2017, while no loans were restructured during the same period in 2016.2017. The restructurerestructuring entailed extending the loan maturity date to February 2018.2018, at which time the loan was paid off.

  As of and for the Three months Ended December 31, 2017 
  Number of
Loans
  Pre-
Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
 
  (Dollars in Thousands) 
One-to-four family residential  1  $77  $77 
   1  $77  $77 

 

 23 

 

  

  As of and for the Three months Ended December 31, 2017 
(Dollars in thousands) Number
of Loans
  Pre- Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
 
          
One-to-four family residential  1  $77  $77 
   1  $77  $77 

No TDRs defaulted during the three month periodperiods ending December 31, 2018 and 2017.

 

6.DEPOSITS

 

Deposits consist of the following major classifications:

 

 December 31, September 30, 
 2017 2017  December 31,  September 30, 
          2018  2018 
 Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent 
 (Dollars in Thousands)  (Dollars in Thousands) 
Money market deposit accounts $71,484   11.0% $76,272   12.0% $65,752   8.7% $66,120   8.4%
Interest-bearing checking accounts  46,758   7.2%  54,267   8.5%  49,273   6.6%  49,209   6.3%
Non interest-bearing checking accounts  11,578   1.8%  9,375   1.5%  14,306   1.9%  13,620   1.7%
Passbook, club and statement savings  106,146   16.3%  101,743   16.0%  87,975   11.7%  91,489   11.7%
Certificates maturing in six months or less  158,204   24.3%  154,750   24.3%  287,001   38.1%  301,184   38.4%
Certificates maturing in more than six months  257,862   39.4%  239,575   37.7%  248,056   33.0%  262,636   33.5%
                                
Total $652,032   100.0% $635,982   100.0% $752,363   100.0% $784,258   100.0%

 

Certificates of $250,000 and over totaled $47.9$50.9 million as of December 31, 20172018 and $28.9$81.9 million as of September 30, 2017.2018.

 

 24 

 

  

7.ADVANCES FROM FEDERAL HOME LOAN BANK – SHORT TERM

 

The periods ended December 31, 20172018 and September 30, 20172018 outstanding balances and related information of short-term borrowings from the FHLB are summarized follows:

 

         December 31,  September 30, 
         2017  2017 
Type Maturity Date Coupon  Call Date Amount  Amount 
    (Dollars in Thousands) 
Fixed Rate - Amortizing 6-Oct-17  1.30% Not Applicable     $10,000 
Fixed Rate - Amortizing 13-Oct-17  1.31% Not Applicable      10,000 
Weighted average rate    1.31%          
                 
Fixed Rate - Amortizing 3-Jan-18  1.54% Not Applicable $10,000     
Fixed Rate - Amortizing 5-Jan-18  1.53% Not Applicable  10,000     
Fixed Rate - Amortizing 12-Jan-18  1.57% Not Applicable  10,000     
Weighted average rate    1.55%   $30,000  $20,000 
         December 31,  September 30, 
         2018  2018 
Type Maturity Date Coupon  Call Date Amount  Amount 
         (Dollars in Thousands) 
Fixed Rate - Repo Plus 12-Oct-18  2.31% Not Applicable $-  $10,000 
Weighted average rate    2.31%          
                 
Fixed Rate - Repo Plus 2-Jan-19  2.62% Not Applicable $58,500  $- 
Fixed Rate - Repo Plus 14-Jan-19  2.64% Not Applicable  10,000   - 
Weighted average rate    2.62%   $68,500  $10,000 

 

As of December 31, 20172018 and September 30, 2017, $20.0 million consists of two2018, included a $10.0 million 30 day FHLB advancesadvance associated with an interest rate swap contract with a weighted average effective cost of 125270 basis points and 117 bps respectively.points. The additional $10.0$58.5 million at December 31, 20172018 consisted of a one weekan overnight borrowing to provide additional short-term liquidity.

 

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 Company and qualifying fixed-income securities and FHLB stock. The long-term advances outstanding as of December 31, 20172018 and September 30, 2018 are as follows:

Lomg-term FHLB     Weighted          
advances: Maturity range average interest  Stated interest rate range  December 31,  September 30, 
Description from to rate  from  to  2018  2018 
               (Dollars in Thousands) 
Fixed Rate - Amortizing 1-Oct-18 30-Sep-19  1.53%  1.53%  1.53% $1,290  $1,639 
Fixed Rate - Amortizing 1-Oct-20 30-Sep-21  2.68%  1.94%  2.83%  21,077   23,288 
Fixed Rate - Amortizing 1-Oct-21 30-Sep-22  2.80%  1.99%  3.05%  11,076   11,848 
Fixed Rate - Amortizing 1-Oct-22 30-Sep-23  2.88%  1.94%  3.11%  8,150   8,550 
Total      2.72%         $41,593  $45,325 
                         
Fixed Rate - Advances 1-Oct-18 30-Sep-19  2.66%  1.40%  2.66% $3,018  $18,528 
Fixed Rate - Advances 1-Oct-19 30-Sep-20  2.62%  1.38%  3.06%  12,389   12,413 
Fixed Rate - Advances 1-Oct-20 30-Sep-21  2.45%  1.42%  2.92%  3,032   3,037 
Fixed Rate - Advances 1-Oct-21 30-Sep-22  2.28%  1.94%  3.23%  23,369   23,380 
Fixed Rate - Advances 1-Oct-22 30-Sep-23  2.70%  2.18%  3.15%  37,000   37,000 
Fixed Rate - Advances 1-Oct-23 30-Sep-24  3.13%  2.98%  3.20%  28,500   5,000 
Total      2.71%         $107,308  $99,358 
                         
       2.71%      Total  $148,901  $144,683 

 

 25

         December 31,  September 30, 
         2017  2017 
Type Maturity Date Coupon  Call Date Amount  Amount 
    (Dollars in Thousands) 
Fixed Rate - Amortizing 1-Dec-17  1.16% Not Applicable $-  $505 
Fixed Rate - Amortizing 18-Nov-19  1.53% Not Applicable  2,677   3,044 
Fixed Rate - Amortizing 26-Oct-20  1.94% Not Applicable  3,784   - 
Fixed Rate - Amortizing 12-Oct-21  1.99% Not Applicable  2,880   - 
Fixed Rate - Amortizing 15-Aug-23  1.94% Not Applicable  1,895   1,974 
     1.86% (a)  11,236   5,523 
                 
Fixed Rate - Advances 17-Nov-17  1.20% Not Applicable  -   10,000 
Fixed Rate - Advances 4-Dec-17  1.15% Not Applicable  -   2,000 
Fixed Rate - Advances 19-Mar-18  2.53% Not Applicable  5,013   5,029 
Fixed Rate - Advances 19-Mar-18  2.13% Not Applicable  5,009   5,041 
Fixed Rate - Advances 20-Jun-18  1.86% Not Applicable  3,007   3,011 
Fixed Rate - Advances 25-Jun-18  2.09% Not Applicable  3,011   3,016 
Fixed Rate - Advances 27-Aug-18  4.15% Not Applicable  7,126   7,174 
Fixed Rate - Advances 15-Nov-18  1.89% Not Applicable  3,011   3,014 
Fixed Rate - Advances 16-Nov-18  1.40% Not Applicable  7,500   7,500 
Fixed Rate - Advances 26-Nov-18  1.81% Not Applicable  2,006   2,008 
Fixed Rate - Advances 3-Dec-18  1.54% Not Applicable  3,000   3,000 
Fixed Rate - Advances 16-Aug-19  2.66% Not Applicable  3,048   3,056 
Fixed Rate - Advances 9-Oct-19  2.54% Not Applicable  2,029   2,034 
Fixed Rate - Advances 26-Nov-19  2.35% Not Applicable  3,040   3,062 
Fixed Rate - Advances 22-Jun-20  2.60% Not Applicable  3,056   3,000 
Fixed Rate - Advances 24-Jun-20  2.85% Not Applicable  2,049   2,054 
Fixed Rate - Advances 27-Jul-20  1.38% Not Applicable  249   249 
Fixed Rate - Advances 17-Aug-20  3.06% Not Applicable  2,062   2,068 
Fixed Rate - Advances 9-Oct-20  2.92% Not Applicable  2,056   2,061 
Fixed Rate - Advances 27-Jul-21  1.52% Not Applicable  249   249 
Fixed Rate - Advances 28-Jul-21  1.48% Not Applicable  249   249 
Fixed Rate - Advances 29-Jul-21  1.42% Not Applicable  249   249 
Fixed Rate - Advances 19-Aug-21  1.55% Not Applicable  249   249 
Fixed Rate - Advances 7-Oct-21  3.19% Not Applicable  2,084   2,089 
Fixed Rate - Advances 12-Oct-21  3.23% Not Applicable  2,079   2,084 
Fixed Rate - Advances 20-Oct-21  2.12% Not Applicable  4,000   - 
Fixed Rate - Advances 6-Jun-22  2.05% Not Applicable  10,000   10,000 
Fixed Rate - Advances 6-Sep-22  1.94% Not Applicable  249   249 
Fixed Rate - Advances 22-Sep-22  2.11% Not Applicable  5,000   5,000 
Fixed Rate - Advances 12-Oct-22  2.22% Not Applicable  3,000   - 
Fixed Rate - Advances 17-Oct-22  2.18% Not Applicable  3,000   - 
Fixed Rate - Advances 26-Oct-22  2.29% Not Applicable  3,000   - 
Fixed Rate - Advances 31-Oct-22  2.30% Not Applicable  2,000   - 
Fixed Rate - Advances 13-Dec-22  2.44% Not Applicable  4,000   - 
     2.36% (a)  95,680   88,795 
                 
(a) Weighted average coupon rate  Total $106,916  $94,318 

26 

 

  

9.DERIVATIVES

 

The Company has contracted with a third party to participate in interest rate swap contracts. TwoOne of the swaps areis a cash flow hedgeshedge associated with $20.0$10.0 million of FHLB advances at both December 31, 20172018 and September 30, 2017.2018, while there are two additional cash flow hedges tied to 90 day wholesale funding at December 31, 2018. These interest rate swaps involve the receipt of variable ratevariable-rate amounts from a counterparty in exchange for the Company making fixed rate payments. During the quarter ended December 31, 2017, $42,0002018, $3,000 of incomeexpense was recognized as ineffectiveness through earnings, while $-0-$42,000 of income was recognized as ineffectiveness through earnings during the comparable period in 2016.2017. There was one Interestwere nine interest rate swapswaps designated as a fair value hedgehedges involving the receipt of variable ratevariable-rate payments from a counterparty in exchange for Prudentialthe Company making fixed ratefixed-rate payments over the life of the agreements that were applicable to a $1.1 million commercial loantwo loans and seven investment securities as of both December 31, 20172018 and September 30, 2017. For derivatives that are designated and qualify as2018. The fair value hedges,is recorded in the gain or loss onother assets section of the derivative as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. During the quarter ended December 31, 2017, $13,000statement of income was recognized through earnings, while $-0- was recognized through earnings during the comparable period in 2016.

financial condition.

 

Below is a summary of the interest rate swap agreements and thetheir terms as of December 31, 2017.2018.

 

 Hedged Notional Pay Receive Maturity Unrealized 
 Notional Pay Receive Maturity Unrealized  Item Amount  Rate  Rate Date Loss 
 Amount  Rate  Rate Date Gain    (Dollars in thousands) 
      (Dollars in thousands)                  
Interest rate swap contract $10,000   1.15% 1 Month Libor 6-Apr-21 $267  FHLB Advance $10,000   2.70% 1 Mth Libor 10-Apr-25 $(144)
Interest rate swap contract  10,000   1.18% 1 Month Libor 13-Jun-21  279  State and political subdivision  1,705   3.06% 3 Mth Libor 15-Feb-27  (51)
Interest rate swap contract  1,100   4.10% 1 Month Libor +276 bp 1-Aug-26  -  State and political subdivision  2,825   3.06% 3 Mth Libor 1-Apr-27  (85)
Interest rate swap contract State and political subdivision  5,000   3.07% 3 Mth Libor 1-Jan-28  (154)
Interest rate swap contract State and political subdivision  1,235   3.07% 3 Mth Libor 1-Mar-28  (38)
Interest rate swap contract State and political subdivision  4,500   3.07% 3 Mth Libor 1-May-28  (139)
Interest rate swap contract State and political subdivision  3,305   3.05% 3 Mth Libor 1-Feb-27  (93)
Interest rate swap contract State and political subdivision  3,000   3.06% 3 Mth Libor 15-Oct-27  (90)
Interest rate swap contract Commercial loan  8,300   5.74% 1 Mth Libor +250 bp 13-Jun-25  - 
Interest rate swap contract Commercial loan  1,100   4.10% 1 Mth Libor +276 bp 1-Aug-26  - 
Interest rate swap contract 90 Day wholesale funding  20,000   2.78% 3 Mth Libor 11-Jan-24  (234)
Interest rate swap contract 90 Day wholesale funding  15,000   2.75% 3 Mth Libor 18-Jan-24  (150)
                              
         $546 
Total               $(1,178)

26

  

Below is a summary of the interest rate swap agreements and thetheir terms as of September 30, 2017.2018.

 

 Notinal Pay Receive Maturity Unrealized  Hedged Notional Pay Receive Maturity Unrealized 
 Amount  Rate  Rate Date Gain  Item Amount  Rate  Rate Date Gain (Loss) 
      (Dollar in thousands)        (Dollars in thousands) 
                        
Interest rate swap contract $10,000   1.15% 1 Mth Libor 6-Apr-21 $217   FHLB Advance $10,000   2.70% 1 Mth Libor 10-Apr-25 $35 
Interest rate swap contract  10,000   1.18% 1 Mth Libor 13-Jun-21  223   State and political subdivision  1,705   3.06% 3 Mth Libor 15-Feb-27  (19)
Interest rate swap contract  1,100   4.10% 1 Mth Libor +276 bp 1-Aug-26  62   State and political subdivision  2,825   3.06% 3 Mth Libor 1-Apr-27  (31)
Interest rate swap contract  State and political subdivision  5,000   3.07% 3 Mth Libor 1-Jan-28  (57)
Interest rate swap contract  State and political subdivision  1,235   3.07% 3 Mth Libor 1-Mar-28  (14)
Interest rate swap contract  State and political subdivision  4,500   3.07% 3 Mth Libor 1-May-28  (52)
Interest rate swap contract  State and political subdivision  3,305   3.05% 3 Mth Libor 1-Feb-27  (32)
Interest rate swap contract  State and political subdivision  3,000   3.06% 3 Mth Libor 15-Oct-27  (32)
Interest rate swap contract  Commercial loan  8,300   5.74% 1 Mth Libor +250 bp 13-Jun-25  - 
Interest rate swap contract  Commercial loan  1,100   4.10% 1 Mth Libor +276 bp 1-Aug-26  - 
                              
         $502 
Total               $(202)

 

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

 

 27 

 

  

10.INCOME TAXES

 

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

 

 December 31, September 30,  December 31, September 30, 
 2017 2017  2018 2018 
 (Dollars in Thousands)  (Dollars in Thousands) 
Deferred tax assets:                
Allowance for loan losses $1,344  $1,675  $1,447  $1,445 
Nonaccrual interest  249   349   371   312 
Accrued vacation  7   12   4   29 
Capital loss carryforward  300   476   356   356 
Split dollar life insurance  10   15   8   10 
Post-retirement benefits  60   98   79   85 
Unrealized losses on available for sale securities  584   569   1,492   2,212 
Unrealized losses on interest rate swaps  111   - 
Deferred compensation  912   1,439   854   838 
Goodwill  89   148   77   80 
Purchse accounting adjustments  198   731 
Other  50   254   51   55 
Employee benefit plans  97   90   286   239 
                
Total deferred tax assets  3,900   5,856   5,136   5,661 
Valuation allowance  (239)  (378)  (356)  (356)
Total deferred tax assets, net of valuation allowance  3,661   5,478   4,780   5,305 
                
Deferred tax liabilities:                
Property  199   332   153   179 
Unrealized gains on interest rate swaps  115   171   -   44 
Purchase accounting adjustments  102   59 
Deferred loan fees  511   884   309   368 
                
Total deferred tax liabilities  825   1,387   564   650 
                
Net deferred tax assets $2,836  $4,091  $4,216  $4,655 

 

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 $239,000 and $378,000$356,000 at December 31, 2017,2018 and September 30, 2017,2018, respectively.

 

For the three-month period ended December 31, 2017,2018, the Company recorded income tax expense of $429,000 compared to income tax expense of $2.3 million, for the period ended December 31, 2017, which included a $1.8 million one-time charge related to a re-evaluation of the Company’s deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act in December 2017, compared to income tax expense of $370,000 and an effective tax rate of 33.6% for the same period in 2016.2017. The reevaluationre-evaluation reflected the effect of the significant decline in the federal corporate income tax rate applicable to the company.Company. During fiscal 2018, commencing with the quarter ended December 31, 2017, the Company’s statutory income tax rate will bewas 24.25% as compared to companies which are calendar year tax reporting companies whose statutory rate will decreasedecreased to 21% starting January 1, 2018. Effective October 1, 2018, the Company’s statutory tax rate will bewas reduced to 21%.

 

 28 

 

The income tax expense differs from that computed at the statutory federal corporate tax rate as follows:

  2017  2016 
     Percentage     Percentage 
     of Pretax     of Pretax 
  Amount  Income  Amount  Income 
  (Dollars in Thousands) 
Tax at statutory rate $557   24.25% $374   34.00%
Adjustments resulting from:                
Write-down of deferred tax asset  1,756   76.41   -   - 
Tax exempt income  (33)  (1.44)  (6)  (0.54)
Income from bank owned life insurance  (40)  (1.74)  (57)  (5.19)
Employee benefit  plans  21   0.91   68   6.17 
Other  3   0.13   (9)  (0.83)
                 
Income tax expense $2,264   98.52% $370   33.61%

 

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, 2014 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

 

11.11.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 RRP Trust purchased 213,528 shares of the Company’s common stock in the open market for approximately $2.5 million, at an average purchase price per share of $11.49, as part of the RRP. The Company made sufficient contributions to the RRP Trust to fund the RRP Trust’s purchases. Shares subject to awards under the RRP generally vest at the rate of 20% per year over five years. 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 can be awarded as restricted stock awards or units, of which 235,500 shares were awarded during February.February 2015. In August 2016, the Company granted 7,473 shares under the 2008 RRP and 3,027 shares under the 2014 SIP. In March 2017, the Company granted 17,128 shares under the 2014 SIP. In March 2018, the Company granted 8,209 shares under the 2008 RRP and 18,291 shares under the 2014 SIP.

 

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, 2018 and 2017, $157,000 and 2016, $151,000, and $134,000, respectively, was recognized in compensation expense for the RRP and the 2014 SIP. At December 31, 2017,2018, approximately $1.3$1.2 million in additional compensation expense for the shares awarded which remained outstanding related to the RRP and the 2014 SIP remained unrecognized

 

29

A summary of the Company’s non-vested stock award activity for the three months ended December 31, 20172018 and 20162017 is presented in the following tables:

 

 Three Months Ended
December 31, 2017
  

Three Months Ended

December 31, 2018

 
 Number of
Shares (1)
  Weighted Average
Grant Date Per
Share Fair Value
  Number of
Shares
  Weighted Average
Grant Date Per
Share Fair Value
 
          
Nonvested stock awards at October 1, 2017  142,594  $12.79 
Nonvested stock awards at October 1, 2018  116,916  $14.36 
Granted  -   -   -   - 
Forfeited  (3,736) $11.84   -   - 
Vested  -   -   -   - 
Nonvested stock awards at December 31, 2017  138,858  $12.82 
Nonvested stock awards at the December 31, 2018  116,916  $14.36 

 

  Three Months Ended
December 31, 2016
 
  Number of
Shares
  Weighted Average
Grant Date Per
Share Fair Value
 
       
Nonvested stock awards at October 1, 2016  172,788  $12.03 
Granted  -   - 
Forfeited  -   - 
Vested  -   - 
Nonvested stock awards at December 31, 2016  172,788  $12.03 

29

  Three Months Ended
December 31, 2017
 
  Number of
Shares
  Weighted Average
Grant Date Per
Share Fair Value
 
       
Nonvested stock awards at October 1, 2017  142,594  $12.79 
Granted  -   - 
Forfeited  (3,736) $11.84 
Vested  -   - 
Nonvested stock awards at the December 31, 2017  138,858  $12.82 

 

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 of common stock were approved for future issuance pursuant to the Stock Option Plan. As of December 31, 2017,2018, all of the options had been awarded under the Option Plan. As of December 31, 2017, 524,2872018, 524,267 options were vested 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. During August 2016, the Company granted 18,867 shares under the Option Plan and 8,633 shares under the 2014 SIP. In March 2017, the Company granted 22,828 shares under the 2014 SIP. In May 2017, the Company granted 24,717 shares under the 2014 SIP and 283 shares under the Option Plan. In March 2018, the Company granted 159,265 shares under the 2014 SIP and 18,235 shares under the Option Plan.

30

 

A summary of the status of the Company’s stock options under the 2008 Option Plan and the 2014 SIP as of December 31, 20172018 and 20162017 are presented below:

 

 Three Months Ended
December 31, 2017
  Three Months Ended
December 31, 2018
 
 Number of
Shares
  Weighted Average
Exercise Price
  Number of
Shares
 Weighted Average
Exercise Price
 
          
Outstanding at October 1, 2017  922,564  $12.04 
Outstanding at October 1, 2018  869,026  $13.32 
Granted  -   -   -   - 
Exercised  (22,171) $11.27   (4,416)  10.77 
Forfeited  (8,364) $11.76   -   - 
Outstanding at December 31, 2017  892,029  $12.28 
Exercisable at December 31, 2017  524,267  $11.47 
Outstanding at December 31, 2018  864,610  $13.33 
Exercisable at December 31, 2018  447,483  $11.46 

 

  Three Months Ended
December 31, 2016
 
  Number of
 Shares
  Weighted Average
Exercise Price Per Share
 
       
Outstanding at October 1, 2016  921,909  $11.70 
Granted  -   - 
Exercised  -   - 
Forfeited  -   - 
Outstanding at December 31, 2016  921,909  $11.70 
Exercisable at December 31, 2016  467,397  $11.40 
30

  Three Months Ended
December 31, 2017
 
  Number of
Shares
  Weighted Average
Exercise Price Per Share
 
       
Outstanding at October 1, 2017  922,564  $12.04 
Granted  -   - 
Exercised  (22,171)  11.27 
Forfeited  (8,364)  11.76 
Outstanding at December 31, 2017  892,029  $12.28 
Exercisable at December 31, 2017  524,267  $11.47 

 

The weighted average remaining contractual term was approximately 4.06.2 years for options outstanding as of December 31, 2017.2018.

 

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, and $3.18 for options granted during fiscal 2017. The fair value2017 and $3.63 for grants madeoptions granted in fiscal 2016 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $14.42, term of seven years, volatility rate of 13.82%, interest rate of 1.36% and a yield rate of 0.80%.2018. 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 based on grant date market value and range fromof $17.43 to $18.39, a term of seven years, a volatility rate of 14.37%, an 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 based on grant date market value and range from $18.46, a term of seven years, a volatility rate of 15.9%, an interest rate of 2.82% and a yield rate of 1.08%.

 

During the three months ended December 31, 2018 and 2017, $150,000 and 2016, $137,000, and $130,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP.

 

At December 31, 2017,2018, there was approximately $1.2 million 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 2.81.8 years.

31

 

12.COMMITMENTS AND CONTINGENT LIABILITIES

 

At December 31, 2017,2018, the Company had $56.6$39.7 million in outstanding commitments to originate fixed-rate loans with market interest rates ranging from 4.75%5.50% to 5.50%6.50%. At September 30, 2017,2018, the Company had $45.9$40.4 million in outstanding commitments to originate fixed-rate loans with market interest rates ranging from 3.75%4.25% to 5.25%6.25%. The aggregate undisbursed portion of loans-in-process amounted to $60.6$55.9 million at December 31, 20172018 and $73.9$54.5 million at September 30, 2017.2018.

 

The Company also had commitments under unused lines of credit of $6.8$56.7 million as of December 31, 20172018 and $7.4$51.9 million as of September 30, 20172018 and letters of credit outstanding of $1.8$1.6 million as of both December 31, 20172018 and $1.4 million as of September 30, 2017.2018.

 

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, 2017,2018, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to $1.7$1.5 million. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred.

31

 

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, 20172018 and September 30, 2017,2018, 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 1Quoted prices in active markets for identical assets or liabilities.
Level 2Observable 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 3Unobservable 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, 2018 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 $-  $24,464  $-  $24,464 
State and political subdivisons  -   21,938   -   21,938 
Mortgage-backed securities - U.S. Government agencies  -   269,251   -   269,251 
Corporate bonds  -   77,499   -   77,499 
Equity security - FHLMC preferred stock  28   -   -   28 
Total $28  $393,152  $-  $393,180 
                 
Liabilities:                
Interest rate swap contracts $-  $517  $-  $517 
Total $-  $517  $-  $517 

 

 32 

 

 

Those assets as of December 31, 2017 which are to be 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 $-  $25,497  $-  $25,497 
Mortgage-backed securities - U.S. Government agencies  -   132,290   -   132,290 
Corporate bonds  -   56,716   -   56,716 
FHLMC preferred stock  67   -   -   67 
Interest rate swap contracts  -   601   -   601 
Total $67  $215,104  $-  $215,171 

Those assets as of September 30, 20172018 which are measured at fair value on a recurring basis are as follows:

 

 Category Used for Fair Value Measurement  Category Used for Fair Value Measurement 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
 (Dollars in Thousands)  (Dollars in Thousands) 
                  
Assets:                                
Securities available for sale:                                
U.S. Government and agency obligations $-  $25,799  $-  $25,799  $-  $24,171  $-  $24,171 
State and political subdivisions  -   21,536   -   21,536 
Mortgage-backed securities - U.S. Government agencies  -   118,127   -   118,127   -   187,360   -   187,360 
Corporate bonds  -   34,400   -   34,400   -   73,083   -   73,083 
FHLMC preferred stock  76   -   -   76 
Equity security - FHLMC preferred stock  37   -   -   37 
Interest rate swap contracts  -   502   -   502   -   225   -   225 
Total $76  $178,828  $-  $178,904  $37  $306,375  $-  $306,412 

 

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 in excess of $23.9approximately $16.5 million as of December 31, 2017.2018.

33

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.

 

33

Summary of Non-Recurring Fair Value Measurements

 

  At December 31, 2017 
  (Dollars in Thousands) 
  Level 1  Level 2  Level 3  Total 
Impaired loans $-  $-  $23,923  $23,923 
Real estate owned  -   -   363   363 
Total $-  $-  $24,286  $24,286 

  At December 31, 2018 
  (Dollars in Thousands) 
  Level 1  Level 2  Level 3  Total 
Impaired loans $-  $-  $16,498  $16,498 
Real estate owned  -   -   1,027   1,027 
Total $-  $-  $17,525  $17,525 

 

 At September 30, 2017  At September 30, 2018 
 (Dollars in Thousands)  (Dollars in Thousands) 
 Level 1 Level 2 Level 3 Total  Level 1  Level 2  Level 3  Total 
Impaired loans $-  $-  $19,665  $19,665  $-  $-  $16,048  $16,048 
Real estate owned  -   -   192   192   -   -   1,026   1,026 
Total $-  $-  $19,857  $19,857  $-  $-  $17,074  $17,074 

 

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, 2018
  (Dollars in Thousands)
     Valuation   Range/
  Fair Value  Technique Unobservable Input Weighted Ave.
Impaired loans $16,498   Property appraisals (1) (3)  Management discount for selling costs, property type and market volatility (2)   6% to 8% discount/ 6%
Real estate owned $1,027   Property appraisals (1)(3)  Management discount for selling costs, property type and market volatility (2)  18% discount

 

  At December 31, 2017
  (Dollars in Thousands)
     Valuation   Range/
  Fair Value  Technique Unobservable Input Weighted Ave.
Impaired loans $23,923   Property appraisals (1) (3)  Management discount for selling costs, property type and market volatility (2)   6% to 57% discount/ 7%
Real estate owned $363   Property appraisals (1)(3)  Management discount for selling costs, property type and market volatility (2)  10% discount

34

 At September 30, 2017 At September 30, 2018
 (Dollars in Thousands) (Dollars in Thousands)
    Valuation   Range/   Valuation   Range/
 Fair Value Technique Unobservable Input Weighted Ave. Fair Value Technique Unobservable Input Weighted Ave.
Impaired loans $19,665  Property appraisals (1) (3)  Management discount for selling costs, property type and market volatility (2)  6% to 57% discount/ 7% $16,048   Property appraisals (1) (3)  Management discount for selling costs, property type and market volatility (2)  6% to 8% discount/ 6%
Real estate owned $192  Property appraisals (1)(3)  Management discount for selling costs, property type and market volatility (2)  10% discount $1,026   Property appraisals (1)(3)  Management discount for selling costs, property type and market volatility (2)  18% 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.

34

 

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.

 

        Fair Value Measurements at 
  Carrying  Fair  December 31, 2018 
  Amount  Value  (Level 1)  (Level 2)  (Level 3) 
  (Dollars in Thousands) 
Assets:                    
Cash and cash equivalents $9,898  $9,898  $9,898  $-  $- 
Certificates of deposit  1,604   1,604   1,604   -   - 
Investment and mortgage-backed securities available for sale  393,152   393,152   -   393,152   - 
Investment and mortgage-backed securities held to maturity  57,605   54,969   -   54,969   - 
Equity securities  28   28   28         
Loans receivable, net  588,511   581,180   -   -   581,180 
Accrued interest receivable  4,140   4,140   4,140   -   - 
Restricted Bank stock  10,081   10,081   10,081   -   - 
Bank owned life insurance  28,048   28,048   28,048   -   - 
                     
Liabilities:                    
Checking accounts  63,579   63,579   63,579   -   - 
Money market deposit accounts  65,752   65,752   65,752   -   - 
Passbook, club and statement savings accounts  87,975   87,975   87,975   -   - 
Certificates of deposit  535,057   540,867   -   -   540,867 
Advances from FHLB - short-term  68,500   68,500   68,500   -   - 
Advances from FHLB - long-term  148,901   148,901   -   -   148,901 
Accrued interest payable  1,557   1,557   1,557   -   - 
Advances from borrowers for taxes and Insurance  3,410   3,410   3,410   -   - 
Interest rate swap contracts  517   517   -   517   - 

 35 

 

 

      Fair Value Measurements at       Fair Value Measurements at 
 Carrying Fair  December 31, 2017  Carrying Fair  September 30, 2018 
 Amount Value (Level 1) (Level 2) (Level 3)  Amount Value (Level 1) (Level 2) (Level 3) 
 (Dollars in Thousands)     (Dollars in Thousands) 
Assets:                               
Cash and cash equivalents $16,659  $16,659  $16,659  $-  $-  $48,171  $48,171  $48,171  $-  $- 
Certificates of deposit  1,604   1,604   1,604   -   -   1,604   1,604   1,604   -   - 
Investment and mortgage-backed securities available for sale  214,570   214,570   67   214,503   -   306,187   306,187   37   306,150   - 
Investment and mortgage-backed securities held to maturity  63,377   62,156   -   62,156   -   59,852   55,927   -   55,927   - 
Loans receivable, net  579,987   580,226   -   -   580,226   602,932   598,596   -   -   598,596 
Accrued interest receivable  3,452   3,452   3,452   -   -   3,825   3,825   3,825   -   - 
Federal Home Loan Bank stock  6,859   6,859   6,859   -   - 
Restricted Bank stock  7,585   7,585   7,585   -   - 
Interest rate swap contracts  225   225   -   225   - 
Bank owned life insurance  28,212   28,212   28,212   -   -   28,691   28,691   28,691   -   - 
Interest rate swap contracts  601   601   -   601   - 
                                        
Liabilities:                                        
Checking accounts  58,336   58,336   58,336   -   -   62,886   62,886   62,886   -   - 
Money market deposit accounts  71,484   71,484   71,484   -   -   60,686   60,686   60,686   -   - 
Passbook, club and statement savings accounts  106,146   106,146   106,146   -   -   96,866   96,866   96,866   -   - 
Certificates of deposit  416,066   420,294   -   -   420,294   563,820   569,375   -   -   569,375 
Advances from FHLB short-term  30,000   30,000   30,000   -   - 
Advances from FHLB long-term  106,916   106,147   -   -   106,147 
Accrued interest payable  641   641   641   -   -   3,232   3,232   3,232   -   - 
Advances from borrowers for taxes and insurance  3,498   3,498   3,498   -   - 
Advances from FHLB -short-term  10,000   10,000   10,000   -   - 
Advances from FHLB -long-term  144,683   141,116   -   -   141,116 
Advances from borrowers for taxes and Insurance  2,083   2,083   2,083   -   - 

 

36

        Fair Value Measurements at 
  Carrying  Fair  September 30, 2017 
  Amount  Value  (Level 1)  (Level 2)  (Level 3) 
  (Dollars in Thousands)    
Assets:               
Cash and cash equivalents $27,903  $27,903  $27,903  $-  $- 
Certificates of deposit  1,604   1,604   1,604   -   - 
Investment and mortgage-backed securities available for sale  178,402   178,402   76   178,326   - 
Investment and mortgage-backed securities held to maturity  61,284   60,179   -   60,179   - 
Loans receivable, net  571,343   575,876   -   -   575,876 
Accrued interest receivable  2,825   2,825   2,825   -   - 
Federal Home Loan Bank stock  6,002   6,002   6,002   -   - 
Interest rate swap contracts  502   502   -   502   - 
Bank owned life insurance  28,048   28,048   28,048   -   - 
                     
Liabilities:                    
Checking accounts  59,956   59,956   59,956   -   - 
Money market deposit accounts  48,797   48,797   48,797   -   - 
Passbook, club and statement savings accounts  101,743   101,743   101,743   -   - 
Certificates of deposit  394,325   398,078   -   -   398,078 
Accrued interest payable  1,933   1,933   1,933   -   - 
Advances from FHLB -short-term  20,000   20,000   20,000   -   - 
Advances from FHLB -long-term  94,318   93,579   -   -   93,579 
Advances from borrowers for taxes and insurance  2,207   2,207   2,207   -   - 

Cash and Cash Equivalents—For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

 

Certificates of deposit—For certificates of deposit, the carrying amount is a reasonable estimate of fair value.

 

Investments and Mortgage-Backed SecuritiesThe fair value of investment securities and mortgage-backed securities is based on quoted market prices, dealer quotes, and prices obtained from independent pricing services.

 

Loans ReceivableThe fair value of loans is estimated based on present value usingOn a prospective basis, the current market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The carrying value that fair value is compared to is net of the allowance for loan losses and other associated premiums and discounts. DueCompany implemented changes to the significant judgment involved in evaluating credit quality, loans are classified within Level 3measurement of the fair value hierarchy.of financial instruments using an exit price notion for disclosure purposes in the financial statements.  The September 30, 2018, fair value of each class of financial instruments disclosure did not utilize the exit price notion when measuring fair value and, therefore, would not be comparable to the December 31, 2018 disclosure.  The Company estimated the fair value based on guidance from ASC 820-10,Fair Value Measurements, which defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  There is no active observable market for sale information on community bank loans and, thus, Level 3 fair value procedures were utilized, primarily in the use of present value techniques incorporating assumptions that market participants would use in estimating fair values

 

Accrued Interest Receivable – For accrued interest receivable, the carrying amount is a reasonable estimate of fair value.

36

Federal Home LoanRestricted Bank (FHLB)(FHLB & ACBB) StockAlthough FHLB and ACBB (Atlantic Community Bankers Bank) stock is an equity interest in an FHLB,the respective banks, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks a market. The estimated fair value approximates the carrying amount.amount and is classified within level 2 of the fair value hierarchy.

37

 

Bank Owned Life InsuranceThe fair value of bank owned life insurance is based on the cash surrender value obtained from an independent advisor that is derivable from observable market inputs.

 

Checking Accounts, Money Market Deposit Accounts, Passbook Accounts, Club Accounts, Statement Savings Accounts, and Certificates of DepositThe fair value of passbook accounts, club accounts, statement savings accounts, checking accounts, and money market deposit accounts is the amount reported in the financial statements. The fair value of certificates of deposit is based on market rates currently offered for deposits with similar remaining maturities.

 

Short-term Advances from Federal Home Loan BankThe fair value of short-term advances from FHLB is the amount payable on demand at the reporting date.

 

Long-term Advances from Federal Home Loan Bank —The fair value of long-term advances from FHLB is based on market rates currently offered for advances with similar remaining maturities.

 

Accrued Interest Payable – For accrued interest payable, the carrying amount is a reasonable estimate of fair value.

 

Interest rate swaps – The fair values of the interest rate swap contracts are based upon the estimated amount the Company would receive or pay, as applicable, to terminate the contracts.

 

Advances from borrowers for taxes and insurance – For advances from borrowers for taxes and insurance, the carrying amount is a reasonable estimate of fair value.

 

Commitments to Extend Credit and Letters of CreditThe majority of the Bank’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans. Because commitments to extend credit and letters of credit are generally unassignable by either the Bank or the borrower, they only have value to the Bank and the borrower. The estimated fair value approximates the recorded deferred fee amounts, which are not significant.

 

14.GOODWILL AND OTHER INTANGIBLE ASSETS

 

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

 

  Balance        Balance    
  October 1,  Additions/     December 31,  Amortization 
  2018  Adjustments  Amortization  2018  Period 
                
Goodwill $6,102  $-  $-  $6,102     
Core deposit intangible  571   -   (33)  538   10 years 
  $6,673  $-  $(33) $6,640     

 

  Balance        Balance   
  October 1,  Additions/     December 31,  Amortization
  2017  Adjustments  Amortization  2017  Period
               
Goodwill $6,102  $-  $-  $6,102   
Core deposit intangible  710   -   (38)  672  10 years
  $6,812  $-  $(38) $6,774   
37

 

As of December 31, 2017,2018, the future fiscal periods amortization expense for the core deposit intangible is:

 

(In thousands)   
2018 $100 
2019  123 
2020  108 
2021  93 
2022  77 
Thereafter  171 
Total  672 

38

(In thousands)   
2019 $90 
2020  108 
2021  93 
2022  78 
2023  64 
Thereafter  105 
Total $538 

 

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, 20172018 (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 (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 tennine additional full-service banking offices located in Philadelphia, Delaware and DelawareMontgomery 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 November 2005, the Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank. In March 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.

 

38

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.

39

 

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 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.

 

39

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, 20172018 or September 30, 2017.2018. 

 

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.

40

 

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.

 

40

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 and “Polonia Bancorp Inc.” or other effects of the merger of the Company and Polonia Bancorp.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.

 

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: difficulties and delays in integrating the Polonia business or fully realizing anticipated cost savings and other benefits of the merger; business disruptions following the merger; 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;authorities, including the affects 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.

41

 

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.

 

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 has continued to improve during 20172018 and 2016.2017.

 

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. 

 

Despite the current market and economic conditions, theThe 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, 20172018 and September 30, 2017,2018, and the results of operations for the three months ended December 31, 20172018 and 2016.2017.

 

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 20172018 AND SEPTEMBER 30, 20172018

 

At December 31, 2017, theThe Company had total assets of $933.8 million, as compared to $899.5 millionapproximately $1.1 billion at December 31, 2018 and September 30, 2017, an increase of 3.8%.At December 31, 2017,2018. However, the investment portfolio increased by $38.3$84.7 million primarily as a result of the purchasepurchases of investment grade corporate bonds and U.S. government agency mortgage-backed securities.securities and investment grade corporate bonds. The increase in investment securities was partially funded by a $38.3 million reduction in cash equivalents during the quarter ended December 31, 2018. Net loans receivable increased $8.7decreased $14.4 million to $580.0$588.5 million at December 31, 20172018 from $571.3$602.9 million at September 30, 2017. These increases were partially offset by an $11.2 million decrease in cash and cash equivalents as available cash was redeployed into higher yielding assets.2018.

 

Total liabilities increased by $37.0$31.7 million to $800.3$984.5 million at December 31, 20172018 from $763.4$952.8 million at September 30, 2017.2018. Total deposits increased $16.1 million, consistingdecreased $31.9 million. The reduction in deposits was primarily due to the maturity of short-term certificates of deposit whichwholesale deposits that were used to fund asset growth as well as meet short-term liquidity needs.replaced by lower costing FHLB advances. At December 31, 2017,2018, the Company had FHLB advances outstanding of $136.9$217.4 million, as compared to $114.3$154.7 million at September 30, 2017. The increase in the level of borrowings was primarily due to match funding of purchases of investment securities in order to lock in the yield with minimal interest rate risk as part of the Company’s asset/liability management.2018. All of the borrowings had maturities of less than six years.

 

Total stockholders’ equity decreased by $2.8 million to $133.4 million at December 31, 2017 from $136.2 million at September 30, 2017. The decrease was primarily due to a dividend payment of $1.8 million consisting of both an increased regular quarterly dividend of $0.05 per share as well as a special dividend of $0.15 per share. Also contributing to the decrease was a reduction in the fair market value of available for sale securities due to rising market rates of interest as well as the cost of purchases of treasury stock in conjunction with employee benefit plans.

 4241 

 

Total stockholders’ equity increased by $2.3 million to $130.7 million at December 31, 2018 from $128.4 million at September 30, 2018. The increase was primarily due to a $2.1 million increase in the fair value of investment securities held for sale combined with $2.0 million of net income. These increases were partially offset by $1.7 million of purchases of treasury stock and a dividend payment totaling $447,000.

 

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 20172018 AND 20162017

 

Net income. The Company recognized net income of $34,000,$2.0 million, or $0.004$0.22 per diluted share, for the quarter ended December 31, 20172018 as compared to $731,000$34,000 or $0.100$0.004 per diluted share, for the comparable period in 2016.2017. The substantial decreaseincrease in net income for the three monththree-month period ended December 31, 20172018 as compared to the same quarter in the prior year was in large part due toareflected primarily the effect of the $1.8 million one-time non-cash charge in December 2017 related to a re-evaluationthe re-measurement of the Company’s deferred tax assets as a result ofarising from the enactment oflower U.S. corporate tax rate provided for by the Tax Cuts and JobsReform Act.

 

Net interest income.For the three months ended December 31, 2017,2018, net interest income increasedamounted to $6.1$6.0 million as compared to $3.6$6.1 million for the same period in 2016.2017. The increaseresults reflected a $3.5$2.0 million increase in interest income which was partially offset by an increase of $1.0$2.1 million in interest paid on deposits and borrowings. The increase in net interest income in the 2017 period was primarily due to the increase in the weighted average balance of earning assets which reflected in large part the addition of earning assets acquired as of January 1, 2017 upon completion of the acquisition of Polonia Bancorp. In addition, during calendar 2017, the average balance of loans, excluding loans obtained in the Polonia Bancorp acquisition, increased $68.8 million with such growth primarily funded through an increase in deposits, the use of Federal Home Loan Bank of Pittsburgh(“FHLB”) borrowings and the redeployment of excess liquidity. The yield on interest-earning assets increased to 3.66%3.79% for the quarter ended December 31, 20172018 from 3.33%3.66% for the same period in 20162017 due primarily to the increased yields on investments purchased during a rising rate environment combined with the results of the shift in emphasis to originating commercial and construction loans, which generally producebear higher yields than those obtained on residential loans. TheHowever, the weighted average cost of borrowings and deposits increased more rapidly, increasing to 0.98% during1.76% for the quarter ended December 31, 20172018 from 0.78% during0.98% for the comparable period in 20162017 due to increases in market rates of interest.interest which affected both deposit and borrowing costs. The net interest margin increaseddecreased to 2.80%2.28% during the quarter ended December 31, 20172018 from 2.70%2.80% during the comparable period in 2016 due to2017 as the flattening of the yield curve has resulted in a more rapid increase in the average balance of interest-earning assets andrates paid on interest-bearing liabilities than the yieldyields earned on thoseinterest-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.

 

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 Three Months  Three Months 
 Ended December 31,  Ended December 31, 
 2017 2016  2018 2017 
 Average     Average Average     Average  Average   Average Average   Average 
 Balance  Interest  Yield/Rate (1)  Balance  Interest  Yield/Rate (1)  Balance Interest Yield/Rate (1) Balance Interest Yield/Rate (1) 
 (Dollars in Thousands)  (Dollars in Thousands) 
Interest-earning assets:                                                
Investment securities (4) $132,530  $996   2.98% $57,046  $401   2.79% $184,332  $1,532   3.30% $132,530  $996   2.98%
Mortgage-backed securities  132,623   842   2.52   121,288   763   2.50   225,748   1,755   3.08   132,623   842   2.52 
Loans receivable(2)  576,336   6,107   4.20   346,980   3,325   3.80   585,290   6,462   4.38   576,336   6,107   4.20 
Other interest-earning assets  29,488   91   1.22   11,627   16   0.55   50,901   252   1.96   29,488   91   1.22 
Total interest-earning assets  870,977   8,036   3.66   536,941   4,505   3.33   1,046,271   10,001   3.79   870,977   8,036   3.66 
Cash and non interest-bearing balances  2,262           1,574           2,155           2,262         
Other non interest-earning assets  48,811           28,641           28,171           48,811         
Total assets $922,050          $567,156          $1,076,597          $922,050         
Interest-bearing liabilities:                                                
Savings accounts $103,204   19   0.07  $68,505   16   0.09  $63,035   99   0.62  $103,204   19   0.07 
Money market deposit and NOW accounts  127,149   49   0.15   91,570   34   0.15   111,793   125   0.44   127,149   49   0.15 
Certificates of deposit  409,294   1,343   1.30   221,863   640   1.14   566,472   2,816   1.97   409,294   1,343   1.30 
Total deposits  639,647   1,411   0.88   381,938   690   0.72   741,300   3,040   1.63   639,647   1,411   0.88 
Advances from Federal Home Loan Bank  127,799   488   1.51   50,975   166   1.29   155,626   945   2.41   127,799   488   1.51 
Advances from borrowers for taxes and insurance  2,750   1   0.14   2,065   1   0.19   2,580   1   0.15   2,750   1   0.14 
Total interest-bearing liabilities  770,196   1,900   0.98   434,978   857   0.78   899,506   3,986   1.76   770,196   1,900   0.98 
Non interest-bearing liabilities:                                                
Non interest-bearing demand accounts  10,529           3,713           16,312           10,529         
Other liabilities  5,439           15,000           32,305           5,439         
Total liabilities  786,164           453,691           948,123           786,164         
Stockholders' equity  135,886           113,465           128,474           135,886         
Total liabilities and stockholders' equity $922,050          $567,156          $1,076,597          $922,050         
Net interest-earning assets $100,781          $101,963          $146,765          $100,781         
Net interest income; interest rate spread     $6,136   2.68%     $3,648   2.55%     $6,015   2.03%     $6,136   2.68%
Net interest margin(3)          2.80%          2.70%          2.28%          2.80%
                        
Average interest-earning assets to average interest-bearing liabilities      113.09%          123.44%          116.32%          113.09%    

 

 
(1)Yields and rates for the three month periods are annualized.
(2)Includes non-accrual loans. Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and the allowance for loan losses.
(3)Equals net interest income divided by average interest-earning assets.
(4)Tax exempt yields have been adjusted to a tax equivalent basis

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

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

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

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

 

Provision for loan losses. The Company recorded ano provision for loan losses in the amount of $210,000 for the three months ended December 31, 2017,2018, primarily due to the growthdecrease in the size of the loan portfolio, as well as the continued shift in its composition, compared to a provision for loan losses of $185,000$210,000 for the same period in 2016.2017. During the three months ended December 31, 20172018 and 2016,2017, the Company did not record any recoveries or charge offs. As of December 31, 2018, the Company had reviewed $16.5 million of loans for possible impairment compared to $16.0 million reviewed for possible impairment as of September 30, 2018.

43

 

The allowance for loan losses totaled $4.7$5.2 million, or 0.8%0.9% of total loans and 28.9%37.8% of total non-performing loans at December 31, 2018 (which included loans acquired from Polonia at their fair-value) at December 31, 2017fair value as a result of the acquisition of Polonia Bancorp, Inc. (“Polonia”) as of January 1, 2017) as compared to $4.5$5.2 million, or 0.8%0.9% of total loans and 29.0%32.1% of total non-performing loans at September 30, 2017.2018. The Company believes that the allowance for loan losses at December 31, 20172018 was sufficient to cover all inherent and known losses associated with the loan portfolio at such date.

44

 

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, 2017,2018, the Company’s non-performing assets totaled $16.6$14.7 million or 1.8%1.3% of total assets as compared to $15.6$14.4 million or 1.7%1.3% of total assets at September 30, 2017.2018. Non-performing assets at December 31, 20172018 included five construction loans aggregating $8.7$8.8 million, 26 one-to-four family residential loans aggregating $4.5 million, one single-family residential investment property loan in the amount of $1.4$3.5 million, and fivefour commercial real estate loans aggregating $1.6$1.4 million. Non-performing assets also included at December 31, 2017 three2018 also included real estate owned consisting of two single-family residential properties with an aggregate carrying value of $363,000.$1.0 million. At December 31, 2017,2018, the Company had 11nine loans aggregating $7.5$6.0 million that were classified as troubled debt restructurings (“TDRs”). SevenFive of such loans aggregating $1.2 million$644,000 were performing in accordance with the restructured terms as of December 31, 20172018 and were accruing interest. ThreeOne TDR is on non-accrual and consists of thea $445,000 loan secured by a single-family property. The three remaining TDRs whichtotaling $4.9 million are also classified as non-accrual totaling $4.9 millionand are a part of a troubled lending relationship totaling $10.7$10.6 million (after taking into account the previously disclosed $1.9 million write-down recognized during the quarter ending March 31, 2017 related to this borrowing relationship). The remaining TDR is also on non-accrual and consists of a $1.5 million loan secured by various commercial and residential properties. 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 and as a result, the project currently is not proceeding.borrower. As previously disclosed, Subsequent to the commencement of the litigation, previously disclosed, the borrower filed for bankruptcy under Chapter 11 (Reorganization) of the federal bankruptcy code in June 2017. The Bank has 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. The Bank successfully moved to have portions of the bankruptcy proceedings converted to Chapter 7 (Liquidation). See Item 1 “Legal Proceedings” in Part II of this form 10Q. As of December 31, 2017, the Company had reviewed $23.9 million of loans for possible impairment compared to $19.7 million reviewed for possible impairment as of September 30, 2017.

 

At December 31, 2017, the Company had $1.4 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of eight one-to-four family residential loans totaling $1.0 million, one commercial real estate loan in the amount of $183,000 and one lease in the amount of $133,000. At September 30, 2017,2018, the Company had $2.8 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of twenty-threesixteen one-to-four family residential loans totaling $1.7$2.5 million, threeone commercial real estate loan in the amount of $88,000, one multi-family loan in the amount of $161,000 and one consumer loan in the amount of $57,000. At September 30, 2018, the Company had $1.9 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, one commercial real estate loan totaling $722,000 and twofour consumer loans totaling $69,000.$116,000.

 

At December 31, 2017, we2018, the Company also had a total of twenty-seven21 loans aggregating $5.3$6.7 million that had been designated “special mention”. These loans consist of nineteenfourteen one-to-four family residential loans totaling $3.3$2.3 million, one multi-family residential loan in the amount of $328,000 and eightsix commercial real estate loans totaling $2.0$4.1 million. At September 30, 2017,2018, we had a total of nine26 loans aggregating $3.1$4.7 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, 20172018 and September 30, 2017.2018. At neither date did the Company have any accruing loans 90 days or more past due that were accruing.

 

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 December 31, September 30, 
 December 31,
2017
 September 30,
2017
  2018 2018 
 (Dollars in Thousands)  (Dollars in Thousands) 
Non-accruing loans:                
One-to-four family residential $5,892  $5,107  $3,437  $3,012 
Commercial real estate  1,563   1,566   1,478   1,627 
Construction and land development  8,734   8,724   8,753   8,750 
Total non-accruing loans  16,189   15,397   13,668   13,389 
Real estate owned, net: (1)  363   192   1,027   1,026 
Total non-performing assets $16,552  $15,589  $14,695  $14,415 
                
Total non-performing loans as a percentage of loans, net  2.79%  2.67%  2.32%  2.65%
Total non-performing loans as a percentage of total assets  1.73%  1.71%  1.23%  1.24%
Total non-performing assets as a percentage of total assets  1.77%  1.73%  1.32%  1.33%

 

(1)Real estate owned balances are shown net of related loss allowances and consist solely of real property.

 

Non-interest income. With respect to the quarter ended December 31, 2017,2018, non-interest income amounted to $415,000$380,000 as compared to $358,000$415,000 for the same quarter in fiscal 2017. The primary reason for the2018. Non-interest income was higher level of non-interest income in the first quarter of fiscal 2018 was increasedas compared to the first quarter of fiscal 2019 primarily due to earnings from fees and other service charges and transaction fees associated with the Polonia Bancorp acquisition which was completed during January 2017 and were not included in the operating results for the quarter ended December 31, 2016. The acquisition of Polonia resulted in the addition of five full-service financial centers along with the related customer deposit base.interest rate swaps.

 

Non-interest expense.For the three months ended December 31, 2017,2018, non-interest expense increased $1.3 million,decreased $51,000, compared to the same period in the prior year. The primary reason for the decrease was a reduction in professional services, partially offset by an increase was the additional expense resulting from the Polonia Bancorp acquisition which added five full-service financial centers to our branch network as well as additional personnel.in salaries and employee benefit expense.

 

Income tax expense. For the three-month period ended December 31, 2017,2018, the Company recorded income tax expense of $429,000, compared to income tax expense of $2.3 million whichfor the prior year quarter. The 2017 period included a $1.8 million one-time charge related to thea re-evaluation of the Company’s deferred tax assets as a result of the enactment of the Tax Cuts and Jobs Act, compared to income tax expense of $370,000 and an effective tax rate of 33.6% for the same period in 2016. During fiscal 2018, commencing with the quarter ended December 31, 2017, the Company’s statutory federal income tax rate has been reduced to 24.25% as compared to companies which are calendar year tax reporting companies whose statutory rate will decrease to 21% starting January 1, 2018.Reform Act. Effective October 1, 2018, the Company’s statutory tax rate will be reduced tois 21%. During the period January 1, 2018 until September 30, 2018, its statutory tax rate was 24.25% while during the three months ended December 31, 2017, the statutory tax rate was 35%.

 

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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. WeThe Company also maintainmaintains excess funds in short-term, interest-earning assets that provide additional liquidity. At December 31, 2017, our2018, the Company’s cash and cash equivalents amounted to $16.7$9.9 million. In addition, ourits available-for-sale investment securities amounted to an aggregate of $214.6$393.2 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, 2017,2018, the Company had $45.9$39.7 million in outstanding commitments to originate fixed loans, not including loans in process. The Company also had commitments under unused lines of credit of $6.8$112.6 million and letters of credit outstanding of $1.8$1.6 million at December 31, 2017.2018. Certificates of deposit as of December 31, 20172018 that are maturing in one year or less totaled $254.8$384.8 million. Based upon our historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us.

 

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 as well as our stock in the FHLB as collateral for such advances. At December 31, 2017,2018, we had $136.9$217.4 million in outstanding FHLB advances and had the ability to obtain an additional $262.5$207.6 million in FHLB advances. Additional borrowing capacity with the FHLB could be obtained with the pledging of certain investment securities. 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.

 

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

 

 4746 

 

 

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of December 31, 20172018 and September 30, 20172018 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       To Be 
      Well Capitalized       Well Capitalized 
    Required for Under Prompt     Required for Under Prompt 
    Capital Adequacy Corrective Action     Capital Adequacy Corrective Action 
 Actual Ratio Purposes Provisions  Actual Ratio  Purposes  Provisions 
              
December 31, 2017:            
December 31, 2018:            
Tier 1 capital (to average assets)                        
The Company  14.32%  N/A   N/A   11.96%               N/A                N/A 
The Bank  13.19%  4.0%  5.0%  11.55%  4.0%  5.0%
                        
Tier 1 common (to risk-weighted assets)                        
The Company  22.38%  N/A   N/A   19.96%               N/A                N/A 
The Bank  20.90%  4.5%  6.5%  19.28%  4.5%  6.5%
                        
Tier 1 capital (to risk-weighted assets)                        
The Company  22.38%  N/A   N/A   19.96%               N/A                N/A 
The Bank  20.90%  6.0%  8.0%  19.28%  6.0%  8.0%
                        
Total capital (to risk-weighted assets)                        
The Company  23.25%  N/A   N/A   20.81%               N/A                N/A 
The Bank  21.77%  8.0%  10.0%  20.12%  8.0%  10.0%
                        
September 30, 2017:            
September 30, 2018:            
Tier 1 capital (to average assets)                        
Company  14.81  N/A   N/A   12.51% N/A                N/A 
Bank  13.59  4.0%  5.0%  11.86%  4.0%  5.0%
                        
Tier 1 common (to risk-weighted assets)                        
The Company  23.94%  N/A   N/A   19.74%               N/A                N/A 
The Bank  21.97%  4.5%  6.5%  18.73%  4.5%  6.5%
                        
Tier 1 capital (to risk-weighted assets)                        
Company  23.94  N/A   N/A   19.74%  N/A                N/A 
Bank  21.97  6.0%  8.0%  18.73%  6.0%  8.0%
                        
Total capital (to risk-weighted assets)                        
Company  24.83  N/A   N/A   20.58%  N/A                N/A 
Bank  22.86  8.0%  10.0%  19.56%  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.

 

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.

 

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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 collaterizedcollateralized mortgage-backed securities (“CMOs”) with short effective lives. In addition, we recently implemented two 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.

 

The following table sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at December 31, 2017,2018, 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, 2017,2018, 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 5.3%6.2% to 31.6%30.6%. The annual prepayment rate for mortgage-backed securities is assumed to range from 0.5%0.7% to 19.5%23.4%. For savings accounts, checking accounts and money markets, the decay rates vary on an annual basis over a ten year period.

 

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    More than More than More than          More than More than More than      
 3 Months 3 Months 1 Year 3 Years More than Total  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  or Less  to 1 Year  to 3 Years  to 5 Years  5 Years  Amount 
 (Dollars in Thousands)  (Dollars in Thousands) 
Interest-earning assets(1):                                                
Investment and mortgage-backed securities(2) $10,168  $17,784  $42,915  $49,315  $157,765  $277,947  $20,530  $45,123  $100,549  $88,666  $202,373  $457,241 
Loans receivable(3)  109,946   83,668   145,222   105,265   135,886   579,987   142,984   72,010   134,990   105,622   132,905   588,511 
Other interest-earning assets(4)  14,182   -   249   1,355   -   15,786   17,759   -   1,355   249   -   19,363 
Total interest-earning assets $134,296  $101,452  $188,386  $155,935  $293,651  $873,720  $181,273  $117,133  $236,894  $194,537  $335,278  $1,065,115 
                                                
Interest-bearing liabilities:                                                
Savings accounts $2,578  $7,943  $13,214  $12,748  $66,354  $102,837  $2,343  $7,236  $12,012  $11,582  $54,802  $87,975 
Money market deposit and NOW accounts  4,100   12,298   20,857   17,153   67,097   121,505   4,089   12,265   20,352   16,503   61,816   115,025 
Certificates of deposit  99,968   155,280   115,091   45,773   -   416,112   181,005   207,831   89,315   56,906   -   535,057 
Advances from FHLB  40,916   31,960   23,232   40,574   234   136,916   3,764   19,637   40,287   80,213   73,500   217,401 
Advances from borrowers for taxes and insurance  3,498   -   -   -   -   3,498   3,410   -   -   -   -   3,410 
Total interest-bearing liabilities $151,060  $207,481  $172,394  $116,248  $133,685  $780,868  $194,611  $246,969  $161,966  $165,204  $190,118  $958,868 
                                                
Interest-earning assets less interest-bearing liabilities ($16,764) ($106,029) $15,992  $39,687  $159,966  $92,852 
Interest-earning assets                        
less interest-bearing liabilities ($13,338) ($129,836) $74,928  $29,333  $145,160  $106,247 
                                                
Cumulative interest-rate sensitivity gap (5) ($16,764) ($122,793) ($106,801) ($67,114) $92,852      ($13,338) ($143,174) ($68,246) ($38,913) $106,247     
                                                
Cumulative interest-rate gap as a percentage of total assets at December 31, 2017  -1.42%  -12.78%  -11.07%  -6.82%  9.81%    
Cumulative interest-rate gap as apercentage of total assets at December 31, 2018  -1.42%  -12.78%  -11.07%  -6.82%  9.81%    
                                                
Cumulative interest-earning assets as a percentage of cumulative interest- bearing liabilities at December 31, 2017  88.90%  65.75%  79.88%  89.63%  111.89%    
Cumulative interest-earning assets                        
as a percentage of cumulative interest-                        
bearing liabilities at December 31, 2018  93.15%  67.58%  88.69%  94.94%  111.08%    

 

 

(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.

 

 5049 

 

 

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, 20172018 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 $104,840  $(52,832)  (33.51)%  12.69%  (4.32)%
200  120,918   (36,754)  (23.31)%  14.10%  (2.91)%
100  139,104   (18,568)  (11.78)%  15.60%  (1.41)%
Static  157,672   -   -   17.01%  - 
(100)  166,236   8,564   5.43%  17.43%  0.42%
(200)  165,762   8,090   5.13%  17.10%  0.09%
(300)  169,234   11,562   7.33%  17.18%  0.17%

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  $95,075  $(64,030)  (40.24)%  9.30%  (5.12)%
 200   114,559   (44,546)  (28.00)%  10.98%  (3.44)%
 100   133,537   (25,568)  (16.07)%  12.50%  (1.92)%
 Static   159,105   -   -   14.42%  - 
 (100)  169,140   10,035   6.31%  14.87%  0.45%
 (200)  169,955   10,850   6.82%  14.66%  0.24%
 (300)  191,530   32,425   20.38%  16.14%  1.72%

 

At September 30, 2017,2018, the Company’s NPV was $167.7$163.6 million or 18.6%15.18% of the market value of assets. Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV would be $133.6$123.0 million or 16.0%12.3% 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, 2017,2018, 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, 2017,2018, 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

 

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, on March 31, 2016, Island View Properties, Inc., trading as Island View Crossing II, LP (“Island View Crossing”), and Renato J. Gualtieri (collectively, the “Gualtieri Parties”) filed suit (the “Philadelphia Litigation”) in the Court of Common Pleas, Philadelphia, Pennsylvania (the “Court”), against the Bank seeking damages in an amount in excess of $27.0 million. The lawsuit asserts allegations related to a loan granted by the Bank to the Gualtieri Parties to develop a 169-unit townhouse and condominium project located in Bristol Borough in Bucks County, Pennsylvania (the “Project”).

 

In May 2016, the Bank filed a motion with the court seeking to dismiss the majority of claims asserted in the Philadelphia Litigation. In August 2016, the Court dismissed a majority of the Gualtieri Parties’ claims. The Bank has also counterclaimed against the Gualtieri Parties for failure to satisfy the nine loans extended thereto and for failure to complete the Project. In February 2017, the Court stayed the Philadelphia Litigation pending possible resolution of the Litigation. No resolution was obtained and the stay has expired.

 

SinceAfter commencement of the Philadelphia Litigation, the Bank has filed Complaints for Confession against the Gualtieri Parties and certain other entities affiliated with Renato J. Gualtieri (“Gualtieri Parties and Affiliated Entities”) based on the claimed defaults under the nine loans issued by the Bank. These actions have been stayed pending the resolution of the Philadelphia Litigation.Bank.. The Bank has also filed foreclosure actions with regard to the commercial properties collateralizing the loans issued to the Gualtieri Parties and Affiliated Entities. These actions are currently stayed pending the resolution of the litigation pending in the bankruptcy court as described below.

 

Shortly after the Court lifted the stay in the Philadelphia Litigation, four of the Gualtieri Parties and Affiliated Entities (One State Street Associates, LP (“State Street”), Island View Crossing II, L.P. (“Island View”), Calnshire Estates, LLC (“Calnshire”) and Steeple Run, L.P. (“Steeple Run” or collectively with State Street, Island View and Calnshire, the “Debtors”) filed for bankruptcy under Chapter 11. The Bank has removed the underlying Philadelphia Litigation from state court to the federal bankruptcy court.

As the Philadelphia LitigationChapter 11 bankruptcy litigation is in its early stages, no prediction can be made as to the outcome thereof. However, the Bank believes that it has meritorious defenses to the remaining claims under the Philadelphia LitigationChapter 11 bankruptcy litigation and it intends to vigorously defend the case.claims.

 

FromWithin the outset,bankruptcy, Island View Crossing, as the Bank believed that it had meritorious challenges todebtor and the Chapter 11 bankruptciesTrustee, filed a separate adversary proceeding against the Bank 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 a $5.5 million loan. The complaint was filed on or about December 3, 2018. The Bank is evaluating the Debtors andmatter. Given the relatively early instages of the case and the complaint just being filed, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank filed a motion, however, believes it meritorious defenses to convert the bankruptcy casesclaims and intends to Chapter 7 or to appoint a Chapter 11 Trustee to preservevigorously defend against the assets securing the Bank’s loans with the Gualtieri Parties and Affiliated Entities (the “Conversion Motion”). On December 18, 2017, the Bankruptcy Court Granted the Conversion Motion in part and converted the Chapter 11 cases of Calnshire and Steeple Run to Chapter 7 cases, appointed a Chapter 11 Trustee in the Island View case and left State Street in a Chapter 11.claims.

 

In addition to the lawsuits noted above, the CompanyPrudential Bancorp is involved in various other legal actions arisingproceedings occurring in the ordinary course of its business. AllManagement of the Company, based on discussions with litigation counsel, does not believe that such actions inproceedings will have a material adverse effect on the aggregate involve amountsfinancial condition or operations of Prudential Bancorp. There can be no assurance that are believed by managementany of the outstanding legal proceedings to which the Company is a party will not be immaterialdecided adversely to the Company's interests and have a material adverse effect on the financial condition and results of operations of the Company.

52

 

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, 2017,2018, as such factors could materially affect the Company’s business, financial condition, or future results of operations. As of December 31, 2017,2018, 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, 2017.2018. The risks described in the 20172018 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.

53

 

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

 

(a)and (b) Not applicable

 

(c) The Company maintains an active stock repurchase plan but did not have repurchases of equity shares through the plan during the quarter ended December 31, 2017. The shares repurchased during the period primarily were shares repurchased in connection with employee benefit plans.

(b)The Company’s repurchases of equity shares for the quarter ended December 31, 2018 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, 2017  -  $-   -   188,159 
November 1 - 30, 2017  20,270  $18.50   -   188,159 
December 1 - 31, 2017  7,100  $18.52   -   188,159 
   27,370  $18.51         
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)(2)
  Maximum Number
of Shares that May
Yet Purchased
Under Plans or
Programs (1) (2)
 
October 1 - 31, 2018  35,200  $17.43   35,200   57,465 
November 1 - 30, 2018  24,800  $17.45   24,800   932,665 
December 1 - 31, 2018  36,165  $17.51   36,165   896,500 
   96,165  $17.47   96,165     

 

(1) On July 15, 2015, the Company announced that the Board of Directors had approved a second stock repurchase program authorizing the Company to repurchase up 850,000 shares of common stock, approximately 10% of the Company's then outstanding shares.

(2) 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.

 

Item4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable

 

 5453 

 

 

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 9, 201811, 2019By: /s/ Dennis Pollack
Dennis Pollack
President and Chief Executive Officer
Date:   February 9, 201811 2019By: /s/ Jack E. Rothkopf
Jack E. Rothkopf
Senior Vice President, Chief Financial Officer and Treasurer

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